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, 2002

[ ]  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                                           88-0490890
    (State or other jurisdiction of                            (IRS Employer
     incorporation or organization)                          Identification No.)


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


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


                                 NOT APPLICABLE
         (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 [ ] Yes [X] 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 Common Stock,
$0.001 par value outstanding as of July 31, 2002.

                                        1
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in Accordance
with the  instructions  to Form 10-QSB and Item 310 (b) of Regulation  S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of financial  position,  results of  operations,  cash flows,  and
stockholders'   equity  in  conformity   with  generally   accepted   accounting
principles.  In the opinion of management,  all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and all  such  adjustments  are of a  normal  recurring  nature.
Operating  results for the three months ended July 31, 2002 are not  necessarily
indicative  of the results that can be expected for the year ending  January 31,
2003.
<PAGE>
                           WHISTLER INVESTMENTS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 31, 2002

                      (Unaudited - Prepared by Management)
<PAGE>
                           WHISTLER INVESTMENTS, INC.
                       INTERIM CONSOLIDATED BALANCE SHEET
                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                    July 31, 2002   January 31, 2002
                                                    -------------   ----------------
                                                     (Unaudited)        (Audited)
<S>                                                 <C>             <C>
ASSETS
CURRENT
  Cash                                               $       506       $    11,338
  Prepaid expenses                                         7,180                --
                                                     -----------       -----------
                                                           7,686            11,338

CAPITAL ASSETS  (Note 3)                               4,136,446             7,503
MINERAL PROPERTY                                           5,150             5,150
DEBT ISSUE COSTS                                          37,000                --
                                                     -----------       -----------
                                                     $ 4,186,282       $    23,991
                                                     ===========       ===========
LIABILITIES
CURRENT
  Accounts payable and other current liabilities     $    48,068       $     8,082
  Current portion of long-term debt (Note 4)             468,670                --
                                                     -----------       -----------
                                                         516,738             8,082
                                                     ===========       ===========

LONG-TERM DEBT  (Note 4)                               3,273,370                --
                                                     -----------       -----------
                                                       3,790,108             8,082
                                                     -----------       -----------
STOCKHOLDERS' EQUITY
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 (January 31, 2002
  - 8,450,000 shares)                                     48,450             8,450


ADDITIONAL PAID IN CAPITAL                               440,850            80,850
DEFICIT                                                  (93,126)          (73,391)
                                                     -----------       -----------
                                                         396,174            15,909
                                                     -----------       -----------
                                                     $ 4,186,282       $    23,991
                                                     ===========       ===========
</TABLE>

Approved on behalf of the Board:

---------------------------                   ---------------------------
Gregory Navone - Director                     Stacey Fling - Director


                             See Accompanying Notes
<PAGE>
                           WHISTLER INVESTMENTS, INC.
               INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                         For Three         For Three          For Six           For Six
                                        Months Ended      Months Ended      Months Ended      Months Ended
                                       July 31, 2002     July 31, 2001     July 31, 2002     July 31, 2001
                                       -------------     -------------     -------------     -------------
<S>                                    <C>               <C>               <C>               <C>
REVENUE
Rental income                           $   110,101       $        --       $   110,101       $        --
Other revenue                                 2,773               263             2,778               760
                                        -----------       -----------       -----------       -----------
                                            112,874               263           112,879               760

EXPENSES
Consulting                                    5,000                --             5,000                --
Depreciation                                 20,591                --            21,057                --
General and                                   5,410             1,674             8,408             3,598
administrative
Interest                                     64,730                --            64,730                --
Management fees                               4,000                --            11,500                --
Payroll                                       7,811                --             7,811                --
Professional fees                                --             4,000             44,62             9,000
Security                                      7,866                --             7,866                --
Utilities                                     1,616                --             1,616                --
                                        -----------       -----------       -----------       -----------
                                            117,024             5,674           132,614            12,598
                                        -----------       -----------       -----------       -----------

NET LOSS FOR THE PERIOD                 $     4,150       $     5,411            19,735            11,838
                                        ===========       ===========       ===========       ===========

DEFICIT, BEGINNING OF PERIOD                                                     73,391             7,773
                                                                            -----------       -----------
DEFICIT, END OF PERIOD                                                      $    93,126       $    19,611
                                                                            ===========       ===========
LOSS PER SHARE
    Basic and Diluted                                                       $      0.01       $      0.01

Weighted average number of common
  shares outstanding
    Basic and Diluted                                                        35,116,667         8,450,000

</TABLE>

                             See Accompanying Notes
<PAGE>
                           WHISTLER INVESTMENTS, INC.
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                     For Three       For Three       For Six         For Six
                                                   Months Ended    Months Ended    Months Ended    Months Ended
                                                  July 31, 2002   July 31, 2001   July 31, 2002   July 31, 2001
                                                  -------------   -------------   -------------   -------------
<S>                                               <C>             <C>             <C>             <C>
CASH FLOWS PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net loss for the period                              $ (4,150)       $ (5,411)       $(19,735)       $(11,838)
Adjusted for item not affecting cash:
Amortization                                           20,591              --          21,057              --
                                                     --------        --------        --------        --------
                                                       16,441          (5,411)          1,322         (11,838)
                                                     --------        --------        --------        --------
Net changes in non-cash working capital items:
Prepaid expenses                                       (6,000)             --          (7,180)             --
Accounts payable and other current liabilities         34,860           1,502          39,986           3,000
                                                     --------        --------        --------        --------
                                                       28,860           1,502          32,806           3,000
                                                     --------        --------        --------        --------
                                                       45,301          (3,909)         34,128          (8,838)
                                                     --------        --------        --------        --------
FINANCING ACTIVITIES
Repayments of mortgage payable                         (7,960)             --          (7,960)             --
Debt issue costs                                      (37,000)             --         (37,000)             --
                                                     --------        --------        --------        --------
                                                      (44,960)             --         (44,960)             --
                                                     --------        --------        --------        --------
INCREASE (DECREASE) IN CASH                               341          (3,909)        (10,832)         (8,838)
CASH, BEGINNING OF PERIOD                                 165          73,779          11,338          78,708
                                                     --------        --------        --------        --------
CASH, END OF PERIOD                                  $    506        $ 69,870        $    506        $ 69,870
                                                     ========        ========        ========        ========
SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
  Interest                                           $ 64,730              --        $ 64,730              --
  Income taxes                                             --              --              --              --
</TABLE>

                             See Accompanying Notes
<PAGE>
                           WHISTLER INVESTMENTS, INC.
             INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>

                                            Common Stock         Additional
                                      ------------------------    Paid in     Accumulated
                                        Shares        Amount      Capital       Deficit        Total
                                      -----------   ----------   ----------   ----------    ----------
<S>                                   <C>           <C>          <C>          <C>           <C>
BALANCE, as at January 31, 2001         8,450,000   $    8,450   $   80,850   $   (7,773)   $   81,527
Issuance of stock for cash                     --           --           --           --            --
Net loss for the year                          --           --           --      (65,618)      (65,618)
                                      -----------   ----------   ----------   ----------    ----------
BALANCE, as at January 31, 2002         8,450,000   $    8,450   $   80,850   $  (73,391)   $   15,909
Issuance of stock for asset purchase   40,000,000       40,000      360,000           --       400,000
Net loss for the period                        --           --           --      (19,735)      (19,735)
                                      -----------   ----------   ----------   ----------    ----------
BALANCE, as at July 31, 2002           48,450,000   $   48,450   $  440,850   $  (93,126)   $  396,174
                                      ===========   ==========   ==========   ==========    ==========
</TABLE>

                             See Accompanying Notes
<PAGE>
                           WHISTLER INVESTMENTS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2002
                      (Unaudited - Prepared by Management)


NOTE 1 - BASIS OF PRESENTATION

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
in accordance with the  instructions for Form 10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  the information furnished herein reflects all material adjustments,
consisting only of normal recurring adjustments,  which are necessary for a fair
presentation  of the  financial  statements  for the period  presented.  Interim
results are not necessarily indicative of the results of operations for the full
year.

The financial  statements  and related  footnotes  should be read in conjunction
with the financial  statements and footnotes  thereto  included in the Company's
annual report on Form 10-KSB filed with the Securities  and Exchange  Commission
for the year ended January 31, 2002.

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. However, the Company has a working
capital  deficiency  of $507,246 as at July 31, 2002.  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.  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 produce a profit. 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 - ASSET ACQUISITION

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;  and the assumption of a first mortgage in the amount of  $3,150,000.This
transaction  closed  April  15,  2002,  however,   operations  were  transferred
effective May 1, 2002.
<PAGE>
                           WHISTLER INVESTMENTS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2002
                      (Unaudited - Prepared by Management)


NOTE 3 - CAPITAL ASSETS

<TABLE>
<CAPTION>
                                                         July 31,      January 31,
                                                          2002            2002
                                       Accumulated       Net Book        Net Book
                           Cost        Depreciation       Value           Value
                       ------------    ------------    ------------   ------------
<S>                    <C>             <C>             <C>            <C>
Land                   $    930,000    $         --    $    930,000   $         --
Building                  3,220,000         (20,125)      3,199,875             --
Furniture & fixtures         10,030          (3,459)          6,571          7,503
                       ------------    ------------    ------------   ------------
                       $  4,160,030    $    (23,584)   $  4,136,446   $      7,503
                       ============    ============    ============   ============
</TABLE>

NOTE 4 - LONG-TERM DEBT

                                                       July 31,     January 31,
                                                          2002          2002
                                                      -----------   -----------
a)   Promissory   Note  -  Due  in  3   equal
installments  of $200,000 on October 1, 2002,
January  2,  2003  and  January  2,2004.   No
interest  is  payable.   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.                                       $   600,000   $        --

b)  Mortgage  -  Payable  in  the  amount  of
$26,370 per month consisting of principal and
interest.  This debt  bears  interest  at the
rate of 7.97% per annum and is  secured  by a
first mortgage against the land and building.           3,142,040            --
                                                      -----------   -----------
                                                        3,742,040            --

Less: current portion                                    (468,670)           --
                                                      -----------   -----------
                                                      $ 3,273,370   $        --
                                                      ===========   ===========

Principle repayments:
  2003                                                $   432,632
  2004                                                    271,477
  2005                                                     76,679
  2006                                                     83,726
  2007                                                     90,648
                                                      -----------
                                                      $   955,162
                                                      ===========
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD LOOKING STATEMENTS

This report on Form  10-QSB  contains  certain  forward-looking  statements,  as
defined under the  Securities  Exchange Act of 1934, as amended.  All statements
other than  statements of historical fact are  "forward-looking  statements" for
purposes of these provisions,  including any projections of earnings,  revenues,
or  other  financial  items;  any  statements  of  the  plans,  strategies,  and
objectives  of  management  for  future  operation;  any  statements  concerning
proposed new products,  services,  or  developments,  any  statements  regarding
future  economic  conditions  or  performance,  statements  of  belief,  and any
statement of assumptions  underlying any of the foregoing.  Such forward-looking
statements are subject to inherent risks and  uncertainties,  and actual results
could  differ   materially  from  those   anticipated  by  the   forward-looking
statements.

OVERVIEW

We were incorporated on April 11, 2000 under the laws of the state of Nevada. We
are engaged in the  acquisition  of real estate and the  exploration  of mineral
properties.  We currently  own the Azra  Shopping  Center  located in Las Vegas,
Nevada, as well as a 100% interest, subject to a 2% net smelter returns royalty,
in 20 mineral claims units located near Port Alice, British Columbia.

Azra Shopping Center

On April 15, 2002, we completed  our  acquisition  of the Azra  Shopping  Center
located at 4440 East Washington  Avenue,  Las Vegas,  Clark County,  Nevada from
Salim S. Rana Investments, Corp. ("Rana"), a private Nevada company. Pursuant to
the terms of the  agreement,  we have agreed to pay Rana $600,000 in three equal
payments due on October 1, 2002,  January 2, 2003 and January 2, 2004.  As well,
we issued  40,000,000  shares of our common stock at a deemed price of $0.01 per
share to Rana at closing.  We also assumed  responsibility  for a  $3,086,328.84
mortgage on the Azra property. Monthly payments on the mortgage are $26,370. Mr.
Salim Rana continues to personally guarantee the mortgage.

The  property  contains a reported  land area of 2.37 acres,  or 103,333  square
feet.  Improvements on the property  consist of a "L" shaped,  masonry block and
frame/stucco  constructed  commercial  retail shopping center which was built in
1999 and 2000. The retail building is designed and  constructed  with storefront
window treatments, a covered balcony and walkway along the front entryways and a
decorative  concrete  tile mansard  roof line along the front and side  building
elevations.  The rear and a portion of the side wall is  constructed  of masonry
concrete  block.  A depressed  service dock is located  along the easterly  most
portion of the building.

The  site  generally  surrounds  three  commercial  development  sites  that are
oriented  at the  immediate  northeast  corner  of  Washington  Avenue  and Lamb
Boulevard.  The subject property is located adjacent to a western parcel that is
currently  being improved with the Azra Center,  Phase II. Ingress and egress to
the Azra Center is available from both Lamb Boulevard and Washington Avenue.

The Azra Center is  presently  zoned C-1 Limited  Commercial  by the City of Las
Vegas. This zoning classification does allow for generally wide and varied types
of commercial  retail and office type uses. The existing  development and use of
the Azra  Center as a  multi-tenant  commercial  shopping  center is  considered
<PAGE>
consistent with the current zoning designation and surrounding  developments and
uses.  All normal  public  utilities  are directly  available to the Azra Center
including  public water,  sanitation  sewer,  natural gas,  electrical power and
telephone service.

The building  improvement  contains a total gross area of  approximately  31,187
square feet and a net rentable  area of 30,987 square feet.  The shopping  cener
includes 18 individual  commercial suites, 15 of which are currently occupied by
tenants.  The suites range in size from 1,200 square feet to approximately 9,800
square feet. Monthly gross revenue from the suite leases is $35,830.55. Refer to
"Item 2. Description of Property" below.

The Azra Center is subject to an  appraisal  report  dated  November 13, 2001 by
Gary H. Kent, Inc., Real Estate  Appraisers and Consultants,  that appraises the
market value of property, in both leased fee and fee simple interest at November
7, 2001 to be $4,765,000.

Queen Mineral Property

Through a mineral property staking and sales agreement dated September 19, 2000,
we retained  Mr.  Edward  McCrossan  to stake 20 mineral  claims  units  located
approximately 20 kilometres  west-northwest  of Port Alice on Vancouver  Island,
Nanaimo  Mining  Division,  British  Columbia in an area having the potential to
contain economic copper-gold and/or gold-silver mineralization. We refer to this
mineral property as the Queen property.  The Canadian government owns fee simple
title  to  the  lands  comprising  the  Queen  property.  Mr.  McCrossan  is the
registered  owner of the  mineral  rights  respecting  the Queen  property.  Mr.
McCrossan concurrently agreed to sell to us a 100% interest in the staked claims
except for a 2% net smelter  returns  royalty for the sum of $2,550 payable upon
execution of the agreement and a further  $2,600 payable by October 10, 2000. We
made these two payments by the required  deadlines Mr. McCrossan holds the Queen
property in trust for us as provided by paragraph  4.2 of the  property  staking
and sales agreement dated September 19, 2000.

If commercial production commences on the Queen property, Mr. McCrossan shall be
entitled  to receive 2% of net  smelter  returns.  Net  smelter  returns are the
amount  that a  smelter  pays  after  freight  charges,  treatment  charges  and
government royalties are deducted.  We are not under any obligation to place the
claims into commercial production.

If we acquire an interest in any other  mineral  claims  within two miles of the
Queen property prior to September 20, 2002, Mr. McCrossan shall be entitled to a
2% net smelter returns royalty on these claims as well.

We are an exploration  stage mining  company.  To date, we have not discovered a
commercially viable mineral deposit on the Queen property,  and we cannot assure
investors that one exists on the property.  Further exploration will be required
before  a  final  evaluation  as  to  the  economic  and  legal  feasibility  is
determined.

In order to keep the Queen property  claims in good  standing,  in June and July
2001 we retained Mr. Edward  McCrossan to complete an  assessment  report on the
property. British Columbia law requires that a holder of title to mineral claims
must spend at least CDN$100 (US$63.67 as of April 30, 2002;  CDN$1=$0.6367)  per
mineral  claim  unit per year in order to keep the  property  in good  standing.
Since the Queen property  consists of 20 claim units,  we were required to spend
at least CDN$2,000 (US$ 1,273.40) on the claims by October 2, 2001.
<PAGE>
When Mr.  McCrossan  staked the Queen property in September 2000, he gathered 50
rock  samples  from  the  claims  surface  and  sent  them  to  Acme  Analytical
Laboratories  Ltd. to be  analysed  for metal  content.  Results  indicated  the
presence of low-level anomalies in copper, molybdenum, zinc, silver and arsenic.
While these  results do not indicate the presence  economic  levels of metals on
the property  surface,  they do suggest that surface rocks  contain  significant
levels of copper and zinc. As leaching  caused by  precipitation  often tends to
carry metals such as copper to greater soil  depths,  greater  amounts of metals
may be encountered below surface.

In his assessment  report,  Mr. McCrossan  indicates that his proposed phase one
exploration  is still  recommended.  The  assessment  report  was filed with the
British Columbia mineral titles office.

The cost of Mr.  McCrossan's  assessment  work  converted  to U.S.  dollars from
Canadian funds (CDN$1 = US$0.65) was as follows:

     Geologist at $260 per day:                $1,300
     Vehicle rental                            $  228
     Hotel, food, gas, miscellaneous:          $  338
     Assays                                    $  670
     Drafting, typing, photocopies             $  179
                                               ------
     Total:                                    $2,715
                                               ======

To date, Mr. McCrossan has invoiced us $1,364.37 for this assessment work.

Plan of Operations

Our plan of operations  for the twelve months  following the quarter ended April
30,  2002 is to  complete  the  following  objectives  within  the time  periods
specified,   assuming  we  obtain  the  funding   necessary  for  the  continued
exploration  and  development  of the Queen  property  and for the  acquisition,
exploration and development of additional mineral properties:

1. We have recently commenced a portion of the recommended  exploration  program
on the Queen property  consisting of geological  and  geo-chemical  surveys.  We
anticipate that the cost of this part of the recommended work program will total
approximately  $3,500.  Our ability to complete the remainder of the recommended
exploration  program will depend on results from this initial  work,  as well as
our ability to finance additional exploration.

2. If results  from the first  part of the phase one of the work  program on the
Queen  property are  positive,  we will attempt to raise the funds  necessary to
complete the  recommended  phase. We expect to raise this money through the sale
of our securities on a private placement basis or from revenue from our interest
in the Azra Center.  Our ability to raise this money through the sale of shares,
estimated to be approximately  $39,000,  will depend on the market conditions at
the time, the price of copper and the results from the phase one program.  If we
are  unable  to raise  the  necessary  funds,  we will be forced to find a joint
venture partner for  exploration of the property or to abandon the property.  If
we locate a joint venture partner, we will likely be forced to provide it with a
portion of our interest in the Queen  property in exchange  for a commitment  to
fund further exploration.
<PAGE>
3. We will  continue  to manage the Azra Center and seek  additional  tenants to
lease the three vacant  suites  totaling  3,600 square feet.  Based on our other
current  leases,  we expect that realize gross revenue of about $5,220 per month
from the rental of these additional suites if we are successful.

4.  We  anticipate  spending   approximately   $4,000  in  ongoing  general  and
administrative expenses per month for the next twelve months.

If we are successful in completing an equity  financing,  existing  shareholders
will experience  dilution of their interest in our company.  In the event we are
not successful in raising additional  financing,  we anticipate that we will not
be able to proceed  with our  business  plan.  In such a case,  we may decide to
discontinue our current business plan and seek other business opportunities.  In
the  event no other  such  opportunities  are  available,  we may be  forced  to
discontinue business.

At July 31, 2002,  we had cash on hand of $506.  We  anticipate  that during the
next 12 months we will generate revenue of $430,000 from lease payments relating
to the Azra Center.  During the same period,  we are required to pay $400,000 to
the vendor of the Azra  Center,  $316,440  for Azra  Center  mortgage  payments,
$30,398  for  property   taxes  and   approximately   $48,000  for  general  and
administrative  expenses.  As well, we may incur up to an additional  $41,000 on
exploration of the Queen property.

We will not be able to meet the  above  obligations  unless we are able to raise
additional financing of at least $406,000. There is no guarantee that we will be
able to secure such funding.  We anticipate raising these funds through the sale
of our  securities  on a  private  placement  basis.  Due to the  nature  of our
business and the high risk  involved,  we are unlikely to qualify for additional
bank or traditional debt financing. We do not have any arrangements in place for
any future equity financing.  We cannot assure investors that we will be able to
raise sufficient funding from the sale of our common stock to fund operations.

RESULTS OF OPERATIONS

On April 15, 2002, we completed  our  acquisition  of the Azra  Shopping  Center
located in Las Vegas,  Nevada.  We expect that  monthly  gross  revenue from the
suite leases will be approximately  $35,080.  Monthly  payments  relating to the
$3,086,328.24  mortgage  on the  property  held by  Commercial  Federal  Bank of
Lakewood,  Colorado are $26,370. In addition, we are required to pay $600,000.00
to the vendor of the Azra Shopping Center,  Salim S. Rana Investments  Corp., in
three  equal  payments  due on October 1, 2002,  January 2, 2003 and  January 2,
2004.

We incurred  operating  expenses  in the amount of $117,024  for the three month
period  ending  July  31,  2002  including  management  fees  totalling  $4,000,
depreciation  expenses  relating to our  computer  equipment  and  furniture  of
$20,591,general  and  administrative  costs of 5,410.  This compares to the same
three-month  period in 2001 which incurred no management,  property  exploration
costs,  stock transfer and filing or depreciation  costs,  professional  fees of
$4,000 and general and  administrative  costs totaling  $1,674.  Total operating
expenses in the second quarter 2001 were 117,024.
<PAGE>
Other than rental income of $110,101,  we did only earned other revenue of 2,773
during the three-month period ending July 31, 2002. We do not anticipate earning
revenues from our mineral  property  until such time as the  development  of our
mineral  properties is completed.  We are presently in the exploration stage and
we can  provide  no  assurance  that we  will be  successful  in  beginning  and
completing  development of our mineral  properties or earning  revenues from our
mineral  properties once  development is complete.  We expect that monthly gross
revenue from the suite leases at the Azra Shopping Center will be  approximately
$35,080.

We incurred a loss of $4,150 for the  three-months  ended July 31, 2002. Our net
loss was attributable entirely to our operating expenses.

FINANCIAL CONDITION

Liquidity and Financial Condition

We had  cash of  $506  as of July  31,  2002.  This is  insufficient  to pay our
administrative  expenses  for  twelve  months  following  July  31,  2002 and to
complete phase one of our exploration program for the Queen property.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Whistler  has become  subject to a suit filed in Nevada  District  court to
enforce a judgment  in another  case  against a  shareholder  of  Whistler.  The
judgment  against  the  shareholder  is in the  amount  of  $49,000.  Management
anticipates  that the suit against  Whistler will be dismissed and that at worst
the chances of any loss are minimal.

ITEM 2. CHANGES IN SECURITIES

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

     None

REPORTS ON FORM 8-K

     None
<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

WHISTLER INVESTMENTS, INC.

Date: November 20, 2002


By: /s/ Holly Roseberry
    --------------------------
    Holly Roseberry
    Secretary and director
<PAGE>
                                  CERTIFICATION

     In connection with the Quarterly Report of Whistler Investments, Inc., (the
"Company")  on Form 10-Q for the period  ending  July 31, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Holly
Roseberry,  Chief Executive and 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 results of the Company.


Date: November 20, 2002                 /s/ Holly Roseberry
                                        -------------------------------------
                                        Holly Roseberry
                                        CHIEF EXECUTIVE AND FINANCIAL OFFICER