================================================================================

                                 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 April 30, 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:  48,450,000 shares of $0.001 par value
common stock outstanding as of June 13, 2003.

                                        1

<PAGE>

       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 APRIL 30,
2003 (THE "APRIL 2003 FORM  10-QSB"),  AS WELL AS AMENDING 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 APRIL 2003
FORM 10-QSB.  IN ORDER TO PRESERVE THE NATURE AND  CHARACTER OF THE  DISCLOSURES
SET FORTH IN THE APRIL 2003 FORM 10-QSB AS OF JUNE 16,  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.









                                       2

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                 April 30, 2003


                                       3



<PAGE>

                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>

                                                                                           April 30,          January 31,
                                                                                              2003                2003
                                                                                          (unaudited)          (audited)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
ASSETS

CURRENT
         Cash                                                                          $           59       $          104

PROPERTY AND EQUIPMENT (Note 3)                                                                 5,173                5,639
----------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                           $        5,232       $        5,743
============================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
         Accounts payable and accrued liabilities                                      $       33,067       $       30,467
         Due to related parties (Note 4)                                                      382,646              378,860
----------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                             415,713              409,327
----------------------------------------------------------------------------------------------------------------------------

Contingencies (Note 1)

STOCKHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK, $0.001 par value per share
         Authorized - 5,000,000 shares
         Issued - Nil                                                                               -                    -
COMMON STOCK, $0.001 par value per share
         Authorized - 70,000,000 shares
         Issued - 48,450,000 shares (Fiscal 2002 - 8,450,000)                                  48,450               48,450
ADDITIONAL PAID IN CAPITAL                                                                    446,850              446,850
DEFICIT                                                                                      (905,781)            (898,884)
----------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                         (410,481)            (403,584)
----------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $        5,232       $        5,743
============================================================================================================================
</TABLE>



                       (See Notes to Financial Statements)

                                       4

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

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

<TABLE>
<CAPTION>
                                                                                                     Accumulated from
                                                                        For the Three              April 12, 2000 (Date
                                                                        Months Ended                  of Inception)
                                                                          April 30,                   to April 30,
                                                                   2003              2002                 2003
------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>                  <C>
EXPENSES
         Depreciation                                        $          466    $          466    $              4,857
         Management fees                                                  -             7,500                  14,000
         General and administrative                                   1,534             2,998                  26,667
         Professional fees                                            2,600             4,626                  77,034
         Rent and office                                              2,297                 -                  22,443
         Write-off of mineral property                                    -                 -                   5,150
------------------------------------------------------------------------------------------------------------------------

                                                                      6,897            15,590                 150,151

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

NET LOSS BEFORE DISCONTINUED OPERATIONS                              (6,897)          (15,585)               (148,757)

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

NET LOSS FOR THE YEAR                                        $       (6,897)   $      (15,585)   $           (905,781)
========================================================================================================================

Net Loss Before Discontinued Operations                      $       (0.000)   $       (0.001)
Loss from Discontinued Operations                            $            -    $            -
Net Loss Per Share - Basic and Diluted                       $       (0.000)   $       (0.001)

Weighted average number of common shares outstanding             48,450,000        15,116,667
</TABLE>



                      (See Notes to Financial Statements)


                                       5

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

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

<TABLE>
<CAPTION>
                                                                                            For the Three
                                                                                             Months Ended
                                                                                              April 30,
                                                                                        2003              2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                  <C>
OPERATING ACTIVITIES
Net loss for period                                                               $       (6,897)    $    (15,585)

Adjustment to reconcile net loss to cash
         Depreciation                                                                        466              466

Changes in operating assets and liabilities
         Increase in accounts payable and accrued liabilities                              2,600            5,126
         (Increase) decrease in prepaid expenses                                               -           (1,180)
--------------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                                                     (3,831)         (11,173)
--------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
         Advances from shareholder                                                         3,786                -
--------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                                  3,786                -
--------------------------------------------------------------------------------------------------------------------

DECREASE IN CASH                                                                             (45)         (11,173)

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

CASH, END OF PERIOD                                                               $           59     $        165
====================================================================================================================

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                                                                                  -                -
Income taxes paid                                                                              -                -
</TABLE>

                       (See Notes to Financial Statements)


                                       6

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 2003
--------------------------------------------------------------------------------
                            (Expressed in US Dollars)


NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, USA on April 12, 2000 under
the name  Whistler  Investments,  Inc. The Company's  principal  business is the
exploration and development of mineral resources.

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 April  30,  2003,  the  Company  has  incurred
operating  losses  aggregating  $905,781.  At April 30, 2003,  the Company has a
working capital deficiency of $415,654 and a stockholders'  deficit of $410,481.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued financial support from its shareholders and other related parties, the
ability  of the  Company  to  obtain  necessary  equity  financing  to  continue
operations,  and the attainment of profitable operations.  There is no assurance
that the  Company  will  successfully  acquire  businesses  or assets  that will
produce a profit. Moreover, if a potential business or asset is identified which
warrants  acquisition  or  participation,  additional  funds may be  required to
complete the  acquisition  or  participation  and the Company may not be able to
obtain such financing on terms which are  satisfactory to the Company.  There is
substantial  doubt  concerning  the  Company's  ability to  continue  as a going
concern.  These  financial  statements  do not  include any  adjustments  to the
recoverability  and  classification of recorded asset amounts and classification
of liabilities  that might be necessary should the Company be unable to continue
as a going concern.

On April 14, 2003, the Company entered into a letter of intent to acquire a 100%
interest in Crown Medical Systems,  Inc. ("CMS"),  a private Texas company.  CMS
owns a private  label Pen Tablet PC and  related  agreements  and  licenses  for
software  and  interface  applications  for use by  physician  offices,  medical
clinics and small  hospitals.  Completion of the  transaction was subject to the
cancellation  of  40,000,000  restricted  shares of common  stock  issued by the
Company upon the acquisition of the Azra Shopping Centre as described in Note 5,
a forward split of the Company's  share capital on a four new shares for one old
share  basis  following  the  restricted  share  cancellation,  and  mutual  due
diligence.  The Company planned to issue 24,953,333 post-split restricted shares
of common  stock and  10,000,000  non-voting  shares of  preferred  stock to the
shareholders of CMS. Each preferred share would be convertible into one share of
common stock upon CMS attaining  sales revenues of  $10,000,000  over a 12-month
period.  The Company  was to have  advanced  $100,000 to CMS at closing,  and an
additional  $400,000  within 90 days of closing.  The letter of intent lapsed on
May 14, 2003 and the Company discontinued negotiations towards entering into the
agreement.


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-off.


                                       7

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

d)       Foreign Currency Translation
     The  financial  statements  are  presented  in  United  States  dollars  in
     accordance with Financial  Accounting Standards Board ("FASB") Statement of
     Financial   Accounting   Standard   ("SFAS")  No.  52,  "Foreign   Currency
     Translation".  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.

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  shareholders  (numerator) by the weighted  average number of shares
     outstanding  (denominator)  during the period.  Diluted EPS gives effect to
     all  dilutive   potential  common  shares  outstanding  during  the  period
     including stock options,  using the treasury stock method,  and convertible
     preferred stock,  using the if-converted  method. In computing Diluted EPS,
     the average stock price for the period is used in determining the number of
     shares  assumed  to be  purchased  from the  exercise  of stock  options or
     warrants.  Diluted EPS  excludes  all  dilutive  potential  shares if their
     effect is anti dilutive.

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 due to a
     related party was estimated to approximate 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 April 30, 2003, the Company has no items that
     represent comprehensive loss and, therefore, has not included a schedule of
     comprehensive loss in the financial statements.

                                       8

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

k)       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  transition  provisions  do not
     currently have an impact on the Company's  consolidated  financial position
     and  results of  operations  as the  Company  has no  stock-based  employee
     compensation.  The disclosure  provisions of SFAS No. 148 are effective for
     financial statements for interim periods beginning after December 15, 2002.
     The effect of adopting this standard has no effect on the Company's results
     of operations or financial  position since stock-based  compensation is not
     currently awarded to employees.

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

                                       9

<PAGE>

NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                                          April 30,       January 31,
                                                                                             2003            2003
                                                   ---------------------------------------------------------------------
                                                         Cost           Accumulated        Net Book        Net Book
                                                                       Amortization         Value            Value
                                                   ---------------------------------------------------------------------
<S>                                                        <C>           <C>                 <C>              <C>
Furniture and fixtures                                     $  4,819            $ 1,928        $ 2,891           $ 3,084
Computer equipment                                            5,211              2,929          2,282             2,555
                                                   ---------------------------------------------------------------------

                                                           $ 10,030            $ 4,857        $ 5,173           $ 5,639
                                                   =====================================================================
</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

a)   The  Company  incurred  management  fees of $Nil and  $7,500 to an  officer
     during the quarters ended April 30, 2003 and 2002, respectively.  This same
     individual  advanced $3,786 to the Company to finance operations during the
     quarter ended April 30, 2003.

b)   The  Company  agreed to assume  debt in the amount of  $377,960  owing to a
     related party as part of a share purchase  agreement (see Note 5). The debt
     is  non-interest  bearing and was to be repaid as to $200,000 on January 2,
     2003 and $200,000 on January 31, 2004.  Late payments are subject to simple
     interest payable on the overdue principal at a fixed rate of 10% per annum,
     calculated  in  advance  monthly  commencing  on the day after a  principal
     payment is due. The  creditor  has agreed to waive  interest on the overdue
     principal balance of $177,960.


NOTE 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
================================================================================


                                       10

<PAGE>

NOTE 5 - DISCONTINUED OPERATIONS

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

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

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


The results of discontinued operations are summarized as follows:

<TABLE>
<CAPTION>
                                                                                                   Accumulated from
                                                                                                 April 20, 2000 (Date
                                                         Quarter Ended      Quarter Ended          of Inception) to
                                                         April 30, 2003    April 30, 2002           April 30, 2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                  <C>                      <C>
Revenues                                                 $  -                  $ -                     $   286,330
====================================================================================================================

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

Loss from discontinued operations                        $  -                  $ -                     $  (757,024)
====================================================================================================================
</TABLE>


                                       11

<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

We currently have no operating  business or significant  assets. In the interim,
we plan to maintain a cash balance  sufficient to sustain  corporate  operations
until such time as  management  is able to identify and acquire an interest in a
suitable business or asset.

We anticipate that our administrative  costs of the next 12-month period will be
approximately  $25,000.  We do not have  sufficient  cash on hand to meet  these
anticipated obligations.

Our ability to raise  additional funds through the sale of shares will depend on
market  conditions,  asset  acquisition  opportunities  and the  ability  of our
directors, officers or shareholders to lend money to us.

The Company had invested  approximately $5,150 in the purchase and evaluation of
the Queen mineral property in British  Columbia.  This amount was written off in
the fiscal year ended January 31, 2003, when it was determined that the property
would not be economically productive.


We  had previously announced  the acquisition of an interest in Crown
Medical Systems,  Inc. The proposed acquisition of Crown Medical Systems,  which
was generally in the business of developing medical software for hospitals,  was
not  pursued  because  the  Company's  due  diligence  on Crown  Medical was not
satisfactory  to the Company.  As well, we will not be proceeding with the share
capital split that was announced concurrently.

The proposed  acquisition of Crown Medical  Systems,  which was generally in the
business of developing  medical software for hospitals,  was not pursued because
the  Company's  due  diligence  on Crown  Medical  was not  satisfactory  to the
Company.  Crown Medical was in the early stage of development and was reliant on
entering into a contract with a group of  cardiologists,  which contract had not
been entered into and was continually delayed.


Three Months Ended April 30, 2003, compared to Three Months Ended April 30, 2002

The net loss  decreased  by $8,688 from  $15,585 in 2002 to $6,897 for the three
months ended April 30, 2003.


                                       12

<PAGE>

The items of  significant  increase or decrease in the three  months ended April
30, 2003 over the comparable period of the prior year were a decrease in general
and administrative  expense from  approximately  $3,000 in 2002 to approximately
$1,500 for the three months ended April 30, 2003, and a decrease in professional
fees from  approximately  $4,600 in 2002 to $2,600  for the three  months  ended
April 30,  2003.  The Company  incurred no  management  fees in the three months
ended April 30, 2003, but incurred  $7,500 in management fees for the comparable
period in 2002. The Company also incurred  $2,297 in rent and office expense and
$466 in the  depreciation  of property  and  equipment in the three months ended
April 30, 2003.


Results Of Operations for Three Months Ended April 30, 2003

We  incurred  operating  expenses  in the amount of $6,897  for the  three-month
period  ended April 30, 2003  including  professional  fees of $2,600,  rent and
office  costs  of  $2,297,  general  and  administrative  costs  of  $1,534  and
depreciation costs of $466 relating to furniture and computer equipment.

At quarter end, we had cash on hand of $59. As well, we held computer  equipment
and  furniture  recorded at $5,173.  Our  liabilities  at the same date  totaled
$415,713 and consisted of accounts payable  and  accrued liabilities  of $33,067
and  $382,646  due  to our major shareholder, Salim S. Rana Investments Corp. in
connection with our acquisition of the Azra shopping center.

Our net loss for the three-month  period ended April 30, 2003 decreased slightly
from the  comparative  period in fiscal 2002 (from $15,585 to $6,897).  This was
primarily due to a decrease in management fees.

PART II- OTHER INFORMATION


Item 6. Exhibits and Report on Form 8-K

(a)  Exhibits

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

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

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

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


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 21, 2004

                                             Whistler Investments, Inc.

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

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