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 July 31, 2003
                                     --------------

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

      For the transition period                  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)


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


Issuer's telephone number, including area code:  702-212-9900
                                                -------------

                                     None
    ------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                 last report)


Check whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding 12
months (or for such  shorter period  that the issuer was  required to file such
reports), and (2) has been subject to such filing  requirements for the past 90
days          [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  5,217,000 shares of $0.001 par value
common stock outstanding as of September 10, 2003.

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  July 31, 2003

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Expressed in US Dollars)
<TABLE>
<CAPTION>

                                                                                         July 31,          January 31,
                                                                                          2003                2003
                                                                                             $                  $
                                                                                         (unaudited)         (audited)
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                 <C>
ASSETS

CURRENT
     Cash                                                                                 279,114                 104

PROPERTY AND EQUIPMENT (Note 3)                                                             4,707               5,639
MINERAL PROPERTY                                                                                -               5,150
---------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                              283,821              10,893
=====================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
     Accounts payable and accrued liabilities                                              70,740              30,467
     Due to related parties (Note 4)                                                      410,694             378,860
     Advances payable (Note 6)                                                              8,205                   -
---------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                         489,639             409,327
---------------------------------------------------------------------------------------------------------------------

Contingencies and Commitments (Note 1 and 8)

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 - 7,000,000 shares
     Issued - 5,217,000 shares (Fiscal 2002 - 4,845,000)                                    5,217               4,845
ADDITIONAL PAID IN CAPITAL                                                              2,338,083             484,455
DEFERRED COMPENSATION (Note 2(k))                                                        (403,200)                  -
DEFICIT                                                                                (2,145,918)           (887,734)
---------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                     (205,818)           (398,434)
---------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                283,821              10,893
=====================================================================================================================
</TABLE>
(The accompanying  notes are an integral   part  of  these
 financial statements)

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                            (Expressed in US Dollars)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                   For the Three Months            For the Six           Accumulated
                                                         Ended                     Months Ended            from
                                                        July 31                      July 31,         April 12, 2000
                                                                                                    (Date ofInception)
                                                                                                        to July 31,
                                                     2003         2002          2003          2002            2003
                                                      $            $            $              $                $
----------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>          <C>         <C>            <C>              <C>

EXPENSES
     Depreciation                                      466         466            932          932             5,323
     Management fees (Note 4)                       33,518       9,500         33,518       16,500            47,518
     General and administrative                     28,638       7,557         30,172       10,555            55,305
     Professional fees                               9,265           -         11,865        4,626            86,299
     Rent and office                                 2,450           -          4,747            -            18,893
     Write-off of mineral property                    -              -          5,150            -             5,150
     Stock compensation (Note 2(k))              1,171,800           -      1,171,800            -         1,171,800
--------------------------------------------------------------------------------------------------------------------

                                                 1,246,137      17,523      1,258,184       32,613         1,390,288

OTHER INCOME                                             -           -              -            5             1,394
--------------------------------------------------------------------------------------------------------------------

NET LOSS BEFORE DISCONTINUED OPERATIONS        (1,246,137)    (17,523)    (1,258,184)     (32,608)       (1,388,894)

GAIN (LOSS) FROM DISCONTINUED OPERATIONS (Note 5)       -      13,373              -       12,873          (757,024)
--------------------------------------------------------------------------------------------------------------------


NET LOSS FOR THE PERIOD                        (1,246,137)     (4,150)    (1,258,184)     (19,735)       (2,145,918)
====================================================================================================================
Net Loss Before Discontinued Operations             (0.25)     (0.004)         (0.26)      (0.009)
Income (Loss) from Discontinued Operations             -        0.003             -        (0.003)
Net Loss Per Share - Basic                          (0.25)     (0.001)         (0.26)      (0.006)

Weighted average number of common
shares outstanding                               4,898,733   4,845,000      4,871,867    3,511,667

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

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

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Expressed in US Dollars)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                          For the Six
                                                                                          Months Ended
                                                                                           July 31,
                                                                                    2003              2002
                                                                                      $                 $
----------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>               <C>

OPERATING ACTIVITIES
Net loss for period                                                           (1,258,184)         (19,735)

Adjustments to reconcile net loss to cash
     Depreciation                                                                     932           21,057
     Write-off of mineral property                                                  5,150                -
     Stock compensation                                                         1,171,800                -

Changes in operating assets and liabilities
     Increase in accounts payable and accrued liabilities                          40,273           39,986
     Increase in prepaid expenses                                                      -           (7,180)
     Increase in advances payable                                                    8,205               -
     Increase in amounts due to related parties                                     31,834               -
----------------------------------------------------------------------------------------------------------

Net Cash From in Operating Activities                                                   10          34,128
----------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from exercise of stock options                                       279,000               -
     Repayment of mortgage payable                                                     -           (7,960)
     Debt issue costs                                                                  -          (37,000)
----------------------------------------------------------------------------------------------------------

Net Cash Provided By (Used In) Financing Activities                                279,000        (44,960)
----------------------------------------------------------------------------------------------------------

DECREASE IN CASH                                                                   279,010        (10,832)

CASH, BEGINNING OF PERIOD                                                              104          11,338
----------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                                                279,114             506
==========================================================================================================
NON-CASH FINANCING AND INVESTING ACTIVITIES

Purchase of Property and Equipment                                                      -        4,159,000
Issuance of Common Stock                                                                -          400,000
Assumption of Mortgage Payable                                                          -        3,150,000
Promissory Note Payable                                                                 -          600,000

SUPPLEMENTAL DISCLOSURES

Interest paid                                                                           -           64,730
Income taxes paid                                                                       -                -
</TABLE>

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

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JULY 31, 2003
-------------------------------------------------------------------------------
                            (Expressed in US Dollars)


NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, USA on April 12, 2000 under
the name Whistler  Investments,  Inc. The Company's  principal  business was the
exploration and development of mineral resources; however, during the period the
Company  abandoned its mineral property and currently does not have an operating
business (see Note 8).

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 July 31, 2003, the Company has incurred operating
losses  aggregating  $2,145,918.  At July 31,  2003,  the  Company has a working
capital  deficiency  of $210,525 and a  stockholders'  deficit of $205,818.  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.

The Company received a letter of intent from Barkley Partners Inc. for a
private financing of  $10,000,000. (See Note 9).


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)   Cash and Cash Equivalents
     Cash equivalents  consist of highly liquid  investments,  which are readily
     convertible  into  cash  with  maturities  of  three  months  or less  when
     acquired.

b)   Property and Equipment
     Capital  assets  consist of computer  equipment and furniture and fixtures,
     are recorded at cost and are depreciated  over their estimated  useful life
     on a  declining  balance  basis at a rate of 30% and 20%  respectively  per
     annum.

c)   Mineral Properties
     The  Company  capitalizes  the  acquisition  cost  of  mineral  properties.
     Exploration  costs,  such as  prospecting  and  geophysical  analysis,  are
     expensed as incurred,  and  pre-production  development costs are generally
     capitalized  on an individual  property  basis.  These costs,  which do not
     necessarily  reflect  present  values,  are  amortized  over the  estimated
     productive lives of the properties following the commencement of commercial
     production  using  the  unit  of  production   method.  If  a  property  is
     subsequently abandoned,  sold or determined not to be economic, all related
     costs  are  written  down.  It is  reasonably  possible  that  economically
     recoverable  reserves  may not be  discovered  and  accordingly  a material
     portion of the carrying value of mineral  properties  and related  deferred
     exploration  costs could be written off.  Properties  acquired under option
     agreements  whereby payments are made at the sole discretion of the Company
     are recorded in the accounts at such time as the payments are made.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

e)   Basic and Diluted Net Income (Loss) Per Share
     The Company  computes net income (loss) per share in  accordance  with SFAS
     No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
     both basic and diluted  earnings  per share (EPS) on the face of the income
     statement. Basic EPS is computed by dividing net income (loss) available to
     common  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.

f)   Use of Estimates
     The  preparation of financial  statements in conformity  with United States
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during  the  period.  Actual  results  could  differ  from  those
     estimates.

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

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

i)   Comprehensive Loss
     SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards for
     the reporting and display of  comprehensive  loss and its components in the
     financial  statements.  As at July 31, 2003,  the Company has no items that
     represent comprehensive loss and, therefore, has not included a schedule of
     comprehensive loss in the financial statements.

<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

k)   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.  During
     the quarter ended July 31, 2003, the Company  granted 500,000 stock options
     pursuant  to the Plan at an  exercise  price of $0.75  when the  prevailing
     market price was $3.90.  A total of 372,000 stock  options  vested and were
     exercised  immediately with the remaining balance exercisable over a period
     of one year.  The Company  charged  compensation  expense of  $1,171,800 to
     operations  during the quarter  ended July 31, 2003 and  recorded  deferred
     compensation  of $403,200 that will be expensed  over the following  twelve
     months.

     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.

     During the period,  the  Company  adopted the  disclosure  requirements  of
     Statement  of  Financial  Accounting  Standards  No. 148,  "Accounting  for
     Stock-Based  Compensation -- Transition and Disclosure an Amendment of FASB
     Statement No. 123" (SFAS 148),  to require more  prominent  disclosures  in
     both  annual  and  interim  financial  statements  regarding  the method of
     accounting  for  stock-based  employee  compensation  and the effect of the
     method used on reported results. The pro forma information is as follows:
<TABLE>
<CAPTION>

                                                                     Three Months Ended          Six Months Ended
                                                                          July 31,                   July 31,
                                                                     2003           2002         2003         2002
                                                                       $             $             $            $
     <S>                                                             <C>            <C>           <C>          <C>
     Net loss -- as reported                                     (1,246,137)       (4,150)   (1,258,184)    (19,735)
     Add: Stock-based compensation expense included in net
        loss -- as reported                                       1,171,800             -     1,171,800           -
     Deduct: Stock-based compensation expense determined under
        fair value method                                        (1,195,757)            -    (1,195,757)          -
                                                                 ---------------------------------------------------
     Net loss -- pro forma                                       (1,270,094)       (4,150)   (1,282,141)    (19,735)
                                                                 ===================================================
     Net loss per share (basic and diluted) -- as reported        (0.25)           (0.001)    (0.26)         (0.006)
     Net loss per share (basic and diluted) -- pro forma          (0.26)           (0.001)    (0.26)         (0.006)

</TABLE>

     Among other factors, the Black-Scholes model considers the expected life of
     the option and the  expected  volatility  of the  Company's  stock price in
     arriving at an option valuation. For pro forma purposes, the estimated fair
     value of the  Company's  stock-based  awards is amortized  over the vesting
     period of the underlying instruments.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

     FASB has also  issued  SFAS No.  145,  147 and 149 but they do not have any
     relationship  to the  operations of the Company  therefore a description of
     each and their respective impact on the Company's  operations have not been
     disclosed.

<PAGE>

NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                                         July 31,       January 31,
                                                                                           2003            2003
                                                                       Accumulated        Net Book        Net Book
                                                         Cost          Amortization        Value            Value
                                                   -----------------------------------------------------------------
<S>                                                       <C>              <C>              <C>              <C>
Furniture and fixtures                                 $ 4,819            $ 2,121        $ 2,698           $ 3,084
Computer equipment                                       5,211              3,202          2,009             2,555
                                                   -----------------------------------------------------------------

                                                       $ 10,030           $ 5,323        $ 4,707           $ 5,639
                                               =====================================================================
</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

a)   The Company  incurred  management  fees of $6,000 and $11,500 to an
officer  during the  quarters  ended  July 31,  2003 and 2002,
respectively.

b)   The  Company  agreed to assume  debt in the amount of  $377,960  owing to a
     related party as part of a share purchase  agreement (see Note 5). The debt
     is  non-interest  bearing and was to be repaid as to $200,000 on January 2,
     2003 and $200,000 on January 31, 2004.  Late payments are subject to simple
     interest payable on the overdue principal at a fixed rate of 10% per annum,
     calculated  in  advance  monthly  commencing  on the day after a  principal
     payment is due. The Company  recorded  interest  expense of $22,048 for the
     six-months ended July 31, 2003.

NOTE 5 - DISCONTINUED OPERATIONS

Discontinued  operations  consist of the Company's  activities in the commercial
real estate industry. By an agreement dated April 10, 2002, the Company acquired
a 100% interest in the real property and all buildings and improvements situated
thereon,  known as the Azra Shopping Center,  located in Las Vegas,  Nevada. The
purchase  price was  $4,150,000  payable as follows:  a  promissory  note to the
vendor in the amount of $600,000;  the issuance of 40,000,000  common stock at a
deemed  price of $0.01 per share;  the  Assumption  of a first  mortgage  in the
amount of $3,150,000.  The  transaction  closed April 15, 2002,  with operations
transferring  effective  May 1, 2002.  The Company had  purchased  the  property
through a wholly owned subsidiary, Whistler Commercial Holding, Inc. ("WCHI").

On January 1, 2003 the  Company  sold all the issued and  outstanding  shares of
WCHI to an unrelated  party for the sum of $100.  As part of the Share  Purchase
Agreement, the Company agreed to assume debt in the amount of $377,960 owed to a
related party by WCHI.

The results of discontinued operations are summarized as follows:
<TABLE>
<CAPTION>

                                                                                                Accumulated from
                                                      Quarter         Quarter               April 20, 2000 (Date
                                                       Ended           Ended                    of Inception) to
                                                   July 31, 2003   July 31, 2002                  April 30, 2003
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                        <C>
Revenues                                           $ -               $ -                            $   286,330
================================================================================================================
Net Operating Income (Loss)                          -                 13,373                           (92,251)
Loss on disposal                                     -                 -                               (664,773)
----------------------------------------------------------------------------------------------------------------
Gain (Loss) from discontinued operations           $ -               $ 13,373                        $ (757,024)
================================================================================================================
</TABLE>
<PAGE>

NOTE 6 - ADVANCES PAYABLE

An unrelated company advanced funds to the Company to finance  operations during
the quarter ended July 31, 2003. The amounts are non-interest bearing, unsecured
and payable on demand.


NOTE 7 - COMMON STOCK

a)       During the quarter ended July 31, 2003 the Company's Board of Directors
         approved a one for ten reverse  stock  split of common  shares that was
         effective  July 11, 2003.  All share  amounts  have been  retroactively
         adjusted to reflect the reverse stock split.
b)       The Company  established  the 2003  Restricted  Stock Plan ("the Plan')
         during the quarter  ended July 31,  2003 and filed an S-8  Registration
         Statement with the U.S.  Securities and Exchange  Commission.  The plan
         allows the Company's Board of Directors to issue up to 2,000,000 common
         shares  pursuant to the Plan as compensation  for services  rendered to
         the Company.
c)       During the quarter ended July 31, 2003,  the Company  issued a total of
         372,000  common shares  resulting from the exercise of stock options at
         an exercise price of $0.75 for total proceeds of $279,000.


NOTE 8 - COMMITMENTS

During the quarter ended July 31, 2003 the Company signed a licensing  agreement
with NuAge  Electric  Inc.  (NuAge) 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. The purchase of
the licensing rights shall be closed  immediately  following the approval by the
Company's  stockholders  of the  amendments  to its  articles  of  incorporation
increasing the number of authorized common shares to ninety million.  Subsequent
to obtaining shareholder  approval,  the Company is required to issue 14,500,000
common  shares to the  shareholders  of NuAge on a post reverse one common share
for ten basis.  The Company is required to purchase 100% of all future licensing
rights relating to the  manufacture and sales of electric  vehicles and products
of NuAge.


NOTE 9 - SUBSEQUENT EVENT

The Company received a letter of intent from Barkley Partners Inc. for a private
financing  of up to  $10,000,000.  The loan is for a term of two  years  with an
interest rate of 8% and is to be secured by 3,500,000  restricted  common shares
that  will be held in escrow  for  redemption  upon  repayment  of the loan.  In
addition  the Company is required to issue  100,000  restricted  shares for zero
proceeds at the end of the two-year term. The financing is subject to completion
of due diligence  procedures by the lender and negotiation of other terms of the
financing,  and a 1.5% finders fee.  There is no assurance that the Company will
proceed with or be able to complete this financing.

<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 Risk Factors section and elsewhere in this annual report.

Plan of Operation

During the  fiscal  period  ended July 31,  2003,  we entered  into a  licensing
agreement with NuAge Electric Inc. ("NuAge") whereby we would acquire a license,
subject to a 20% royalty  interest  retained by NuAge,  to all of NuAge's rights
relating to the  manufacture  and sale of two and three wheel electric  vehicles
using the Nu Pow'r electric power drive system technology licensed by NuAge from
Nu Pow'r LCC.

In order to acquire the  license  interest,  we have agreed to issue  14,500,000
shares  of  restricted  common  stock  in  our  capital  to  NuAge.  Closing  is
anticipated  to  occur  immediately   following   shareholder  approval  of  the
transaction.

Pending our  acquisition of the license from NuAge,  we do not have an operating
business  or  significant  assets.  In the  interim,  we plan to maintain a cash
balance  sufficient  to  sustain  corporate  operations  until  such time as the
acquisition is complete.

We anticipate that our administrative  costs of the next 12-month period will be
approximately   $50,000  if  we  are  unable  to  complete  the  NuAge   license
acquisition.  We  have  sufficient  cash  on  hand  to  meet  these  anticipated
obligations.

Results Of Operations for the Six-Month Period July 31, 2003

We incurred a net loss of  $1,258,184  for the  six-month  period ended July 31,
2003 including  $1,171,800 in stock based compensation  relating to our grant of
stock  options to  employees  during the  quarter,  management  fees of $33,518,
general  and  administrative  costs of  $30,172,  professional  fees of $11,865,
$5,150 relating to the write-off of our interest in the Queen mineral  property,
$4,747 in rent and office  costs and $932 in  depreciation  expense  relating to
computer equipment, furniture and fixtures.

At quarter  end,  we had cash on hand of  $279,114.  As well,  we held  computer
equipment and furniture  recorded at $4,707.  Our  liabilities  at the same date
totaled  $489,639 and consisted of accounts  payable and accrued  liabilities of
$70,740 and $410,694  primarily  consisting  of a payable due to Salim Rana,  in
connection with our previous acquisition of the Azra shopping center.

Our  net  loss  for  the  six-month   period  ended  July  31,  2003   increased
substantially  from the  comparative  period  in  fiscal  2002  (from  $4,150 to
$1,246,137).  This was primarily  due to the  previously  mentioned  stock based
compensation  recorded at  $1,171,800  and an increase in  administrative  costs
resulting from a general increase in our business activities.




PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not a party to any pending  legal  proceeding.  Management is not
aware of any threatened litigation, claims or assessments.

Item 2.  Changes in Securities

During  the  six-month  period  ended  July 31,  2003,  the  Company  issued the
following securities in its capital:

a)   The  Company  adopted a 2003  Restricted  Stock Plan  during the period and
     filed a  registration  statement on Form S-8. The plan allows the Company's
     Board of Directors to issue up to 2,000,000 shares of common stock pursuant
     to the plan as compensation for services rendered to the Company; and

b)   The Company issued a total of 372,000 shares of common stock resulting from
     the  exercise  of stock  options  at an  exercise  price of $0.75 for total
     proceeds of $279,000.

In  addition,  during the period,  the  Company  completed 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.

Item 3. Defaults Upon Senior Securities
     None.

Item 4. Submission of Matters to a Vote of Security Holders
     None.

Item 5. Other Information
     None.

Item 6. Exhibits and Report on Form 8-K

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.

There were no reports filed on Form 8-K during the three month period ended July
31, 2003.

<PAGE>

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: September 11, 2003

                                             Whistler Investments, Inc.

                                              /s/Mehboob Charania
                                             -----------------------------
                                             Mehboob Charania
                                             Secretary, Treasurer,  C.F.O.
                                             (Principal Financial Officer)
                                             Dated: September 11, 2003

<PAGE>

                               Exhibit 31.1

                              CERTIFICATION

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

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

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

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

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

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

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

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

5.   The registrant's  other certifying  officer and I have disclosed,  based on


     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

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

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

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

Date: September 11, 2003                  /s/ Holly Roseberry
                                     -------------------------------
                                        Holly Roseberry
                                        President and Director
                                        Principal Executive Officer)
<PAGE>

                               Exhibit 31.2

                              CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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


Date: September 11, 2003                          /s/Mehboob Charania
                                             ------------------------------
                                            Mehboob Charania
                                            Secretary, Treasurer and C.F.O.
                                            (Principal Financial Officer)
<PAGE>

EXHIBIT 32.1


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




In  connection  with the  Quarterly  Report of Whistler  Investments,  Inc. (the
"Company")  on Form 10-QSB for the quarter ended July 31, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Holly
Roseberry,  Chief  Executive  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

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

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

                                                       /s/      Holly Roseberry
                                                          ---------------------
                                                                Holly Roseberry
                                                        Chief Executive Officer
                                                             September 11, 2003


EXHIBIT 32.2


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



In  connection  with the  Quarterly  Report of Whistler  Investments,  Inc. (the
"Company")  on Form 10-QSB for the quarter ended July 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mehboob
Charania, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:

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

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

                                                       /s/      Mehboob Charania
                                                           ---------------------
                                                                Mehboob Charania
                                                         Chief Financial Officer
                                                              September 11, 2003