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, 2003
                                ----------------

[ ]     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 144-145
Las Vegas, Nevada                                         89110
----------------------------------------         ----------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code: 702-296-2454
                                                -------------

                                     None
-----------------------------------------------------------------------
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:  6,702,502 shares of $0.001 par value
common stock outstanding as of December 10, 2003.

<PAGE>







                            WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                October 31, 2003



<PAGE>




                            WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                 October 31,
                                                                    2003
                                                                      $
                                                                (unaudited)
-----------------------------------------------------------------------------
<S>                                                            <C>

ASSETS

CURRENT
         Cash                                                     30,577
-----------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                              30,577

PROPERTY AND EQUIPMENT (Note 3)                                    4,241

MINERAL PROPERTY                                                       -

INTANGIBLE ASSETS
     Licensing fees (Notes 4 and 7)                              153,075
-----------------------------------------------------------------------------

TOTAL ASSETS                                                     187,893
=============================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
     Accounts payable and accrued liabilities                     58,790
     Due to related parties (Note 5)                             320,144
     Advances payable (Note 8)                                     8,205
-----------------------------------------------------------------------------

TOTAL LIABILITIES                                                387,139
-----------------------------------------------------------------------------

Contingencies and Commitments (Note 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 - 7,000,000 shares
     Issued - 6,475,000 shares (Fiscal 2002 - 4,845,000)           6,475
ADDITIONAL PAID IN CAPITAL                                     5,570,575
DEFERRED COMPENSATION (Note 2(k))                             (2,228,500)
DEFICIT                                                       (3,547,796)
-----------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                            (199,246)
-----------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       187,893
=============================================================================
</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>
                                                                                                              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,
                                                          2003        2002          2003          2002            2003
                                                            $           $             $             $               $
-------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>        <C>            <C>              <C>

EXPENSES
     Depreciation and amortization                          4,391       466          5,323         1,398            9,714
     Management and consulting fees (Note 5)               34,621     6,000         68,139        22,500           82,139
     General and administrative                            24,938     4,061         55,110        14,616           80,243
     Professional fees                                     17,474     2,000         29,339         6,626          103,773
     Rent and office                                        6,505         -         11,252             -           25,398
     Write-off of mineral property                              -         -          5,150             -            5,150
     Research and development                               8,633         -          8,633             -            8,633
     Stock-based compensation (Note 2(k))               1,308,700         -      2,480,500             -        2,480,500
--------------------------------------------------------------------------------------------------------------------------

                                                        1,405,262    12,527      2,663,446        45,140        2,795,550

OTHER INCOME                                                3,384         -          3,384             5            4,778
--------------------------------------------------------------------------------------------------------------------------

NET LOSS BEFORE DISCONTINUED OPERATIONS                (1,401,878)  (12,527)    (2,660,062)      (45,135)      (2,790,772)

LOSS FROM DISCONTINUED OPERATIONS (Note 9)                      -   (80,456)              -      (67,583)        (757,024)
--------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                (1,401,878)  (92,983)   (2, 660,062)     (112,718)      (3,547,796)
==========================================================================================================================

Net Loss Before Discontinued Operations                     (0.27)     (0.00)         (0.53)        (0.01)
Loss from Discontinued Operations                               -      (0.02)             -         (0.02)
Net Loss Per Share - Basic                                  (0.27)     (0.02)         (0.53)        (0.03)

Weighted average number of common shares outstanding    5,250,000  4,845,000      5,000,500     3,956,111

  (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 Nine
                                                                 Months Ended
                                                                  October 31,
                                                           2003              2002
                                                             $                 $
------------------------------------------------------------------------------------
<S>                                                    <C>                <C>

OPERATING ACTIVITIES
Net loss for period                                     (2,660,062)        (112,718)

Adjustments to reconcile net loss to cash
      Depreciation and amortization                          5,323           41,648
      Write-off of mineral property                          5,150                -
      Stock-based compensation                           2,480,500                -

Changes in operating assets and liabilities
      Increase in bank overdraft                                 -           72,238
      Increase in accounts payable and accrued
      liabilities                                           28,323           74,727
      (Increase) in accounts receivable                          -          (13,847)
      (Increase) in prepaid expenses                             -          (19,180)
      Increase in advances payable                           8,205                -
      (Decrease) in amounts due to related parties         (58,716)               -
------------------------------------------------------------------------------------

Net Cash (Used In) Provided by Operating Activities       (191,277)          42,868
------------------------------------------------------------------------------------

INVESTING ACTIVITIES
      Purchase of licensing rights                        (157,000)               -
------------------------------------------------------------------------------------

Net Cash Used In Investing Activities                     (157,000)               -
------------------------------------------------------------------------------------

FINANCING ACTIVITIES
      Proceeds from long-term debt                               -          200,000
      Proceeds from exercise of stock options              378,750                -
      Repayment of mortgage payable                              -         (217,206)
      Debt issue costs                                           -          (37,000)
------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Financing Activities        378,750          (54,206)
------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                 30,473          (11,338)

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

CASH, END OF PERIOD                                         30,577                -
====================================================================================


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                                                    -          164,461
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

                                OCTOBER 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 October  31,  2003,  the  Company  has  incurred
operating losses aggregating $3,547,796.  At October 31, 2003, the Company has a
working capital deficiency of $356,562 and a stockholders'  deficit of $199,246.
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.

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)   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.

c)   Intangible Assets
     Intangible  assets  consist  of a  Product  Licensing  Agreement,  which is
     amortized on a straight-line  basis over five years.  The carrying value of
     the  License is  evaluated  annually to  determine  if there were events or
     circumstances,  which would  indicate a possible  inability  to recover the
     carrying amount.  Where an impairment loss has been determined the carrying
     amount is written-down to fair market value.

d)   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.


<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

e)   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.

f)   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.

g)   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.

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,  and amounts
     due to  related  parties  approximates  their  carrying  values  due to the
     immediate or short-term maturity of these financial instruments.

j)   Mineral Properties
     The  Company  capitalized  the  acquisition  cost  of  mineral  properties.
     Exploration  costs,  such as prospecting  and  geophysical  analysis,  were
     expensed as incurred,  and pre-production  development costs were generally
     capitalized on an individual property basis. If a property was subsequently
     abandoned,  sold or determined  not to be economic,  all related costs were
     written down. The Company  abandoned its mineral  property during the three
     months ended April 30, 2003.


<PAGE>

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  October 31, 2003,  the Company  granted  605,000  stock
     options  pursuant to the 2003 Stock  Option  Plan at an  exercise  price of
     $0.75 when the  prevailing  market price ranged from $5.05 - $5.98. A total
     of 220,000 stock options vested immediately and 133,000 were exercised with
     the remaining  balance  exercisable  over a period of one year. The Company
     charged stock based compensation expense of $1,308,700 to operations during
     the quarter ended October 31, 2003 and recorded  deferred  compensation  of
     $1,985,950 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         Nine Months Ended
                                                                         October 31,               October 31,
                                                                     2003          2002        2003         2002
                                                                       $             $           $            $
<S>                                                              <C>            <C>        <C>          <C>

     Net loss - as reported                                       (1,401,878)    (92,983)   (2,660,062)  (112,718)
     Add: Stock-based compensation expense included in net
        loss - as reported                                         1,308,700           -     2,480,500          -
     Deduct: Stock-based compensation expense determined under
        fair value method                                         (1,316,465)          -    (2,512,223)         -
     Net loss - pro forma                                         (1,409,643)    (92,983)   (2,691,785)  (112,718)
     Net loss per share (basic and diluted) - as reported              (0.27)      (0.02)        (0.53)     (0.03)
     Net loss per share (basic and diluted) - pro forma                (0.27)      (0.02)        (0.54)     (0.03)

</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.  For the quarter  ended October 31,
     2003, the fair value of options granted using  Black-Scholes was determined
     using a risk free rate of 1%, volatility of 100%, and life of one year.


<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.

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

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

<PAGE>


NOTE 3 - PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                           October 31,     January 31,
                                                              2003            2003
                                            Accumulated     Net Book        Net Book
                               Cost        Amortization       Value           Value
                             ---------------------------------------------------------
<S>                          <C>            <C>             <C>              <C>

Furniture and fixtures        $  4,819       $ 2,314         $ 2,505          $ 3,084
Computer equipment               5,211         3,475           1,736            2,555
                             ---------------------------------------------------------
                              $ 10,030       $ 5,789         $ 4,241          $ 5,639
                             =========================================================
</TABLE>


NOTE 4 - INTANGIBLE ASSET
                                                 October 31,     January 31,
                                                    2003            2003
                               Accumulated        Net Book        Net Book
                   Cost        Amortization         Value           Value
                 --------------------------------------------------------

License fees     $157,000         $ 3,925        $153,075           $ -
                 ========================================================




NOTE 5 - RELATED PARTY TRANSACTIONS

a)   The Company  incurred  management fees of $2,800 and $4,000 to  an  officer
     during the quarters ended October 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 nine-months ended October 31, 2003.



NOTE 6 - COMMON STOCK

a)   During  the   quarter    ended   October 31,  2003,   the  Company   issued
     1,125,000  restricted  common shares to RS  International  Consultants GMBH
     ("RS"), an international  business  consulting  company,  which were issued
     pursuant to a $5,000,000 financing  agreement.  The financing agreement has
     not closed and the  Company has not  obtained  any  financing  from RS. The
     Company also issued a total of 133,000  common  shares  resulting  from the
     exercise of stock options at an exercise  price of $0.75 for total proceeds
     of $99,750.

b)   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.

c)   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.

<PAGE>

d)   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.



NOTE 7 - COMMITMENTS

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 make  license  payments to Lithium  House as specified in
the Agreement.  The Company has made required payments  totalling $150,000 as of
October 31, 2003 and is required to pay for specified licensed products $250,000
no later than December 31, 2003, with a weekly minimum of $15,000. Also pursuant
to the Agreement the Company is required to pay 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
neighborhood electric vehicles. As reimbursement to the Company, the Licensor is
required to pay proceeds from any sales of product  inventory  manufactured with
the financing provided by the Product Development Payments.


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.

The Company has retained  legal  counsel and believes the claim is without merit
and will vigorously defend the action. The Company believes that this litigation
will not impede the  continuation  of our activities  with Mr. Haba, RV Systems,
Inc.  and Lithium  House,  Inc.  under the October  21,  2003  Distribution  and
Licensing  Agreement  and  to  our  commencing  to  implement  and  license  the
technologies covered by that Agreement worldwide.


<PAGE>


NOTE 8 - ADVANCES PAYABLE

An unrelated  company advanced funds to the Company to finance  operations which
are non-interest bearing, unsecured and payable on demand.



NOTE 9 - 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:

                                                                Accumulated from
                             Quarter Ended   Quarter Ended  April 20, 2000 (Date
                               October 31,     October 31,      of Inception) to
                                   2003            2002         October 31, 2003
--------------------------------------------------------------------------------

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

Net Operating Loss                    -          (80,456)              (92,251)
Loss on disposal                      -                -              (664,773)
--------------------------------------------------------------------------------

Loss from discontinued operations  $  -        $ (80,456)          $  (757,024)
================================================================================


<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.

PLAN OF OPERATION

During the period since inception on April 12, 2000 to October 31, 2003, we have
incurred operating losses aggregating $3,547,796.  At October 31, 2003, we had a
working capital deficiency of $356,562 and a stockholders'  deficit of $199,246.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued financial support from our shareholders and other related parties, our
ability to obtain  necessary equity  financing to continue  operations,  and the
attainment  of  profitable  operations.   Our  former  auditors  have  expressed
substantial doubt concerning our ability to continue as a going concern.

As of October 31, 2003, we had cash on hand of $30,577.  Our  liabilities at the
same date totaled  $387,139  and  consisted  primarily  of accounts  payable and
accrued  liabilities  of $58,790 and a related  party  payable of $328,349.  The
related  party  payable  consisted of a payable due to Salim Rana, in connection
with our previous  acquisition of the Azra shopping  center.  We anticipate that
our  administrative  costs and expenses to acquire the licenses from RV Systems,
Inc.  over the next  12-month  period will be  approximately  $2,500,000,  if we
secure rights to all licensed  products.  We do not have sufficient cash on hand
to meet these anticipated obligations.

We have raised equity capital through issuances of common stock and debt. During
the nine months ended  October 31, 2003,  we received  proceeds of $378,750 from
the exercise of stock options.

Distribution and Licensing Agreement With RV Systems, Inc.

On October 21, 2003, the original  Licensing  Agreement  between Whistler and Nu
Age Electric Inc was  terminated,  and we entered  into a new  Distribution  and
Licensing   Agreement  (the  "Agreement")  with  RV  Systems,   Inc.,  a  Nevada
corporation,  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, Inc., a California  corporation with principal offices located in
Van Nuys,  California.  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 Agreement with RV Systems covers Licensed Technologies in three
separate product groups: two- and three-wheeled  vehicles to be manufactured and

<PAGE>

sold in all countries of the world except India; lawn and garden equipment to be
manufactured and sold in all countries of the world;  and Neighborhood  Electric
Vehicles ("NEV's")to be manufactured and sold in all countries of the world.

Subject to the terms of this Agreement,  RV Systems, as Licensor, has granted to
us,  during the term of the  Agreement,  and upon the terms and  conditions  set
forth in the  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  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  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.

The  Company is  required  to pay the  Licensor  the  technology  payments  (the
"Technology  Payments")  (to be paid  to  Lithium  House)  as  specified  in the
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,  which payments
have been made. 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").  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.

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.  We are in
negotiations  with a  municipal  government  agency in Canada  and a very  large
municipal  government  agency.  We  have  also  initiated  a  project  aimed  at
converting  pre-existing vehicles in Latin America to electric propulsion units.
Negotiations  for the  conversion of several  vehicles are now  underway.  It is
anticipated that the first conversions will be taxi cabs located in Mexico City.
Mexico  City has the  world's  worst  air  pollution,  according  to the  United
Nations, due primarily to vehicle emissions.  The zero-emission vehicle projects
are aimed at reducing  harmful  contaminants  in the city's air, while providing
usable cost-efficient alternate energy sources in public transit vehicles.

<PAGE>

Discussions have been commenced with United Nations  officials to place electric
vehicles in the five most polluted cities in the world. If these discussions are
successfully consummated, the presence these vehicles in these cities could lead
to relationships with governments on national levels.

We are in discussions with several large chain stores, one in Europe and several
in the United States about  carrying our products in their  stores.  We are also
evaluating using infomercials in 2004 to promote sales of our products.

Results Of Operations for the Nine-Month Period ended October 31, 2003

We incurred a net loss of $2,660,062 for the nine-month period ended October 31,
2003 including  $2,480,500 in stock based compensation  relating to our grant of
stock  options to  employees  during the  quarter,  management  fees of $68,139,
general  and  administrative  costs of  $55,110,  professional  fees of $29,339,
$5,150 relating to the write-off of our interest in the Queen mineral  property,
$11,252 in rent and office costs and $5,323 in depreciation  expense relating to
computer equipment, furniture and fixtures.

Our net  loss  for the  nine-month  period  ended  October  31,  2003  increased
substantially  from the comparative period in fiscal 2002 (from $112,718 in 2002
to $2,660,062 in 2003). This was primarily due to the previously mentioned stock
based  compensation in 2003 recorded at $2,480,500,  compared with none in 2002,
and increases in  administrative  costs from $14,616 in 2002 to $55,110 in 2003,
and  management  and  consulting  fees from  $22,500 in 2002 to $68,139 in 2003,
resulting from a general increase in our business activities.

Item 3. Controls and Procedures.

Within the 90 days prior to the filing  date of 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 significant  changes in the Company's  internal
controls or in other factors which could significantly  affect internal controls
subsequent to the date the Company carried out its evaluation.


PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

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

<PAGE>

on behalf of Planet Electric in the United States District Court for the Central
District of California. Charles 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 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;  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.

The  defendants in this action have retained  counsel,  and will move to dismiss
the  complaint on the grounds  that there is no evidence to support  plaintiffs'
claims.

After  consultation  with Charles Haba,  Lithium  House and our counsel,  we are
confident that this litigation does not pose any obstacle to continuation of our
activities in  consortium  with Mr. Haba, RV Systems and Lithium House under the
October 21, 2003  Distribution and Licensing  Agreement and to our commencing to
implement and license the technologies covered by that Agreement worldwide.

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

Item 2.  Changes in Securities

During the  nine-month  period  ended  October 31,  2003,  the Company  took the
following actions with respect to compensation plans and outstanding securities:

a)   The Company  adopted,  subject to an  increase in the  Company's authorized
common stock, a second 2003 Restricted Stock Plan. The plan allows the Company's
Board of Directors to issue up to 1,000,000 shares of common  stock  pursuant to
the plan as compensation for services rendered to the Company; and

b)   The  Company  issued a total of 505,000  shares of common  stock  resulting
from the exercise of stock options at an exercise  price of $0.75 per share  for
total proceeds of $378,750.

     The Company also issued 1,125,000  shares of  common  stock to a consulting
firm in connection with a financing which has not yet closed.

Item 3. Defaults Upon Senior Securities
     None.

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

<PAGE>

Item 5. Other Information
     None.


Item 6. Exhibits and Report on Form 8-K

(a) Exhibits.

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.

(b) Reports on Form 8-K

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


                               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, 2003

                                             Whistler Investments, Inc.

                                             /s/Mehboob Charania
                                             -----------------------------
                                             Mehboob Charania
                                             Secretary, Treasurer,  C.F.O.
                                             (Principal Financial Officer)
                                             Dated: December 15, 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 a 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  officers 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 we 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 officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  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

<PAGE>

6. The registrant's other certifying officers  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: December 15, 2003
                                                  /s/ Holly Roseberry,
                                                  --------------------
                                                  Holly Roseberry
                                                  President and 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 a 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  officers 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 we 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 officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  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

<PAGE>

      6. The registrant's other certifying officers 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: December 15, 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 October 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.

Date: December 15, 2003                              /s/ Holly Roseberry
                                                     ---------------------
                                                     Holly Roseberry
                                                     Chief Executive Officer

<PAGE>

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 October 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.

Date: December 15, 2003                      /s/ Mehboob Charania
                                             ---------------------
                                             Mehboob Charania
                                             Chief Financial Officer