================================================================================
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549

                                    FORM 10-QSB/A

[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)


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: 702-296-2754
                                                -------------

                                     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.




AS A PART  OF THE  REVIEW  BY THE  SECURITIES  AND  EXCHANGE  COMMISSION  OF THE
COMPANY'S PAST FILINGS UNDER THE SECURITIES  EXCHANGE ACT OF 1934, WE ARE FILING
THIS  AMENDMENT  NO. 1 TO OUR FORM 10-QSB FOR OUR FISCAL  QUARTER ENDED JULY 31,
2003 (THE "JULY 2003 FORM 10-QSB"), AS WELL AS AMENDING OUR QUARTERLY REPORT FOR
OUR FISCAL  QUARTER  ENDED APRIL 31,  2003 AND OUR ANNUAL  REPORT FOR OUR FISCAL
YEAR ENDED JANUARY 31, 2003.  THIS  AMENDMENT NO. 1 AMENDS ONLY THE  INFORMATION
SET FORTH UNDER THE CAPTIONS "FINANCIAL STATEMENTS" AND "MANAGEMENT'S DISCUSSION
AND ANALYSIS OR PLAN OF  OPERATION"  OF THE JULY 2003 FORM  10-QSB.  IN ORDER TO
PRESERVE THE NATURE AND CHARACTER OF THE  DISCLOSURES SET FORTH IN THE JULY 2003
FORM 10-QSB AS OF SEPTEMBER 15, 2003, THE DATE ON WHICH THE REPORT WAS FILED, NO
ATTEMPT HAS BEEN MADE IN THIS  AMENDMENT  NO. 1 TO MODIFY OR UPDATE  DISCLOSURES
EXCEPT AS DESCRIBED ABOVE.


<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
----------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                                  283,821                5,743
============================================================================================================================

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                                                                  2,344,083              490,455
DEFERRED COMPENSATION (Note 2(k))                                                            (403,200)                   -
DEFICIT                                                                                    (2,151,918)            (898,884)
----------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                         (205,818)            (403,584)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                    283,821                5,743
============================================================================================================================
</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 Six         (Date of
                                                                        Ended                   Months Ended        Inception)
                                                                      July 31,                    July 31,          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            -        24,893
         Write-off of mineral property                                    -           -              -            -         5,150
         Stock compensation (Note 2(k))                           1,171,800           -      1,171,800            -     1,171,800
----------------------------------------------------------------------------------------------------------------------------------

                                                                  1,246,137      17,523      1,253,034       32,613     1,396,288

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

NET LOSS BEFORE DISCONTINUED OPERATIONS                         (1,246,137)     (17,523)    (1,253,034)     (32,608)   (1,394,894)

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

NET LOSS FOR THE PERIOD                                         (1,246,137)      (4,150)    (1,253,034)     (19,735)   (2,151,918)
==================================================================================================================================

Net Loss Before Discontinued Operations                               (0.25)     (0.004)         (0.26)       (0.06)
Income (Loss) from Discontinued Operations                                 -      0.003               -            -
Net Loss Per Share - Basic and Diluted                                (0.25)     (0.001)         (0.26)       (0.06)

Weighted average number of common shares outstanding               4,898,733   4,845,000      4,871,867    3,511,667
</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                                                                   (1,253,034)         (19,735)

Adjustments to reconcile net loss to cash
         Depreciation                                                                        932           21,057
         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  $2,151,918.  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 8).


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.  If a property is  subsequently  abandoned,  sold or
     determined not to be economic, all related costs are written down.

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".  The Company's  functional and reporting currency is the U.S.
     dollar.  Foreign denominated monetary assets and liabilities are translated
     to United  States  dollars using  foreign  exchange  rates in effect at the
     balance  sheet  date.  Non-monetary  items  are  translated  at  historical
     exchange  rates,  except  for  items  carried  at market  value,  which are
     translated  at the rate of exchange  in effect at the  balance  sheet date.
     Revenues and expenses are  translated at average  rates of exchange  during
     the  period.   Exchange  gains  or  losses  arising  on  foreign   currency
     translation are included in the  determination of operating results for the
     period.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

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.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

k)       Stock Based Compensation (continued)
     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)     (1,253,034)     (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)     (1,276,991)     (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.

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.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

l)       New Accounting Pronouncements (continued)
     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.


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.

<PAGE>

NOTE 5 - DISCONTINUED OPERATIONS

Discontinued  operations  consist of the Company's  activities in the commercial
real estate industry. By an agreement dated April 10, 2002, the Company acquired
a 100% interest in the real property and all buildings and improvements situated
thereon,  known as the Azra Shopping Center,  located in Las Vegas,  Nevada. The
purchase  price was  $4,150,000  payable as follows:  a  promissory  note to the
vendor in the amount of $600,000;  the issuance of 40,000,000  common stock at a
deemed  price of $0.01 per share;  the  Assumption  of a first  mortgage  in the
amount of $3,150,000.  The  transaction  closed April 15, 2002,  with operations
transferring  effective  May 1, 2002.  The Company had  purchased  the  property
through its wholly owned subsidiary, Whistler Commercial Holding, Inc. ("WCHI").
The acquisition  was accounted for as a purchase  transaction in accordance with
SFAS No. 141, and accordingly  assets acquired were recorded at their fair value
of  the  date  of  acquisition.  The  results  of  operations  are  included  in
discontinued   operations  as  described  below,   subsequent  to  the  date  of
acquisition to the date of disposal of January 1, 2003.

The purchase price was allocated as follows:

                                              $

Land                                       930,000
Building                                 3,220,000
--------------------------------------------------

                                         4,150,000
==================================================


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

                                                                   $

Total cash proceeds from sale of WCHI shares                      100
Forgiveness of amount owing to related party                   20,836
Loss on operations from acquisition date to disposal date      92,251
Assumption of debt                                           (377,960)
Write off Investment in WCHI                                 (400,000)
----------------------------------------------------------------------
                                                             (664,773)
======================================================================


The results of discontinued operations are summarized as follows:

<TABLE>
<CAPTION>
                                                                                                Accumulated from
                                                                                              April 20, 2000 (Date
                                                         Quarter Ended      Quarter Ended       of Inception) to
                                                         July 31, 2003      July 31, 2002        July 31, 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 a 1.5% finders fee.

<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  $1,253,034  for the  six-month  period ended July 31,
2003 including  $1,171,800 in stock based compensation  relating to our grant of
stock  options  during the  quarter,  management  fees of  $33,518,  general and
administrative  costs of $30,172,  professional fees of $11,865,  $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 S Rana
Investments  Corp.,  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 increases in administrative costs from
approximately
$7,500  to  approximately  $28,600,  and  in  management  fees  from  $9,500  to
approximately  $33,500, both such increases resulting from a general increase in
our business activities.

<PAGE>

PART II- OTHER INFORMATION

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.





                                   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: July 22, 2004

                                             Whistler Investments, Inc.

                                             /s/ Mehboob Charania
                                             --------------------------
                                             Mehboob Charania
                                             Treasurer and C.F.O.
                                            (Principal Financial Officer)and
                                             Director
Dated: July 22, 2004