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, 2004
                                                 -------------

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

            For the transition period from            to
                                          ------------   --------------

            Commission File Number  000-33391
                                   ----------


                           WHISTLER INVESTMENTS, INC.
         ---------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)


          Nevada                                    98-0339467
----------------------------------       -----------------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)


5001 East Bonanza Road, Suite 144-145
Las Vegas, Nevada                                           89110
-----------------------------------------     -------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code: 702-296-2754
                                                -------------

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



State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  19,799,683 shares of $0.001 par value
common stock outstanding as of September 10, 2004.

<page>

                           WHISTLER INVESTMENTS, INC.

                                TABLE OF CONTENTS

<table>
<caption>

         
                                                                         <c>
                                                                                Page No.
         PART I.  FINANCIAL INFORMATION

         ITEM I - Unaudited Consolidated Financial
                   Statements

                  Consolidated Balance Sheets as of July 31,
                  2004 (Unaudited) and January 31, 2004                               3

                  Consolidated  Statements of  Operations  for the Three and Six
                  Months Ended July 31, 2004 and 2003 and from inception  (April
                  12, 2000) to July 31, 2004 (Unaudited)                              4

                  Consolidated Statements of Cash Flows
                  for the Six Months Ended July 31,
                  2004 and 2003 (Unaudited)                                           5

                  Notes to Consolidated Financial Statements                          6

         ITEM 2 - Management's   Discussion  and  Analysis  of  Financial
                  Condition and Results of Operations.                               14

         ITEM 3 - Controls and Procedures.                                           19

         PART II. OTHER INFORMATION                                                  19

         ITEM 6 - Exhibits and Reports on Form 8-K                                   20

         EXHIBIT 31.1 - Certification pursuant to Section 302 of the Sarbanes-
         Oxley Act of 2002

         EXHIBIT 31.2 - Certification pursuant to Section 302 of the Sarbanes-
         Oxley Act of 2002

         EXHIBIT 32.1 - Certification pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002

         EXHIBIT 32.2 - Certification pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002

                                      -1-

<page>







                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  July 31, 2004



































                                      -2-

<page>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Expressed in US Dollars)

                                                                                        July 31,       January 31,
                                                                                            2004              2004
                                                                                     (unaudited)         (audited)
                                                                                                       (Restated -
                                                                                                       see Note 9)
-------------------------------------------------------------------------------------------------------------------

                                                                             <c>                 <c>
ASSETS

CURRENT
         Cash                                                                    $      611,449   $      169,428
         Prepaid expense                                                                 14,000                -
-------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                                    625,449          169,428

PROPERTY AND EQUIPMENT (Note 3)                                                           1,175            3,219
DEFERRED FINANCING COSTS (Note 6)                                                       180,000                -
-------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                     $      806,624   $      172,647
===================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
         Accounts payable and accrued liabilities                                $      187,404   $      133,017
         Due to related parties (Note 4)                                                724,465          553,983
         Advances payable (Note 8)                                                        8,205            8,205
-------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                               920,074          695,205

LOAN PAYABLE (Note 6)                                                                 3,000,000                -
-------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                     3,920,074          695,205
-------------------------------------------------------------------------------------------------------------------

Contingencies and Commitments (Notes 1 and 7)

STOCKHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK, $0.001 par value per share
         Authorized - 5,000,000 shares
         Issued - Nil                                                                         -                -
COMMON STOCK, $0.001 par value per share
         Authorized - 21,000,000 shares
         Issued - 19,799,683 and 20,416,677 shares, respectively                         19,800           20,417
ADDITIONAL PAID IN CAPITAL                                                           13,717,375        5,933,133
SUBSCRIPTION RECEIVABLE                                                                       -          (50,000)
DEFERRED COMPENSATION (Note 2(j))                                                             -         (266,000)
DEFICIT                                                                             (16,850,625)      (6,160,108)
-------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                          (3,113,450)        (522,558)
-------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $      806,624   $      172,647
===================================================================================================================
</table>





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

                                      -3-

<page>

                          WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

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

<table><caption>
                                                                                                                    Accumulated
                                                                                                                           from
                                                                                                                 April 12, 2000
                                                            For the Three Months         For the Six Months            (Date of
                                                                   Ended                        Ended                Inception)
                                                                  July 31,                     July 31,             to July 31,
                                                             2004          2003           2004           2003           2004
                                                               $            $               $              $              $
-------------------------------------------------------------------------------------------------------------------------------

                                                        <c>           <c>            <c>           <c>             <c>
EXPENSES
         Depreciation                                        1,022           466            2,044          932            8,855
         Licensing fees (Note 7)                           760,000             -        1,710,000            -        2,153,400
         Management fees (Note 4)                          168,354        33,518          962,329       33,518        1,155,325
         General and administrative                        266,834        28,638          433,743       30,172          556,391
         Professional fees                                  63,006         9,265          121,915       11,865          283,984
         Rent and office                                    13,016         2,450           13,819        4,747           50,269
         Write-off of mineral property                           -             -                -            -            5,150
         Research and development                           23,158             -           60,642            -           80,910
         Stock compensation (Note 2(k))                     47,250     1,171,800        7,344,000    1,171,800       11,738,000
--------------------------------------------------------------------------------------------------------------------------------

                                                         1,342,640     1,246,137       10,648,492    1,253,034       16,032,284
INTEREST EXPENSE                                            30,084             -           60,084            -           84,154
OTHER (INCOME)                                             (18,059)            -          (18,059)           -          (22,837)
--------------------------------------------------------------------------------------------------------------------------------

NET LOSS BEFORE DISCONTINUED OPERATIONS                 (1,354,665)   (1,246,137)     (10,690,517)  (1,253,034)     (16,093,601)

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

NET LOSS FOR THE PERIOD                                 (1,354,665)   (1,246,137)     (10,690,517)  (1,253,034)     (16,850,625)
================================================================================================================================

Net Loss Before Discontinued Operations                     (0.07)         (0.08)          (0.56)        (0.09)
Income (Loss) from Discontinued Operations                      -              -                             -
Net Loss Per Share - Basic and Diluted                      (0.07)         (0.08)          (0.56)        (0.09)

Weighted average number of common shares outstanding    18,865,183    14,696,199       19,164,014   14,615,601
</table>







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

                                      -4-

<page>
                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

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

<table><caption>
                                                                                     For the Six        For the Six
                                                                                   Months  Ended      Months  Ended
                                                                                        July 31,           July 31,
                                                                                            2004               2003
--------------------------------------------------------------------------------------------------------------------

                                                                             <c>                 <c>
OPERATING ACTIVITIES
Net loss for the period                                                         $  (10,690,517)   $   (1,253,034)

Adjustments to reconcile net loss to cash
         Depreciation and amortization                                                   2,044               932
         Stock-based compensation                                                    7,344,000         1,171,800
         Amortization of deferred loan financing fee                                    60,000                 -

Changes in operating assets and liabilities
     (Increase) in prepaid expense                                                     (14,000)                -
     (Decrease) increase in accounts payable and accrued liabilities                    54,386            40,273
     Increase in advances payable                                                            -             8,205
     Increase in amounts due to related parties                                              -            31,834
--------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                               (3,244,087)               10
--------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
         Proceeds from exercise of stock options                                       705,625           279,000
         Proceeds from loan financing                                                3,000,000                 -
         Payment of financing fees                                                    (240,000)                -
         Related party advances                                                        170,483                 -
         Proceeds from share subscriptions receivable                                   50,000                 -
         Advances from shareholder                                                           -                 -
--------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                            3,686,108           279,000
--------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH                                                                       442,021           279,010
CASH, BEGINNING OF PERIOD                                                              169,428               104
--------------------------------------------------------------------------------------------------------------------
CASH, END OF YEAR                                                               $      611,449    $      279,114
====================================================================================================================

SUPPLEMENTAL DISCLOSURES

Interest paid                                                                                -                 -
Income taxes paid                                                                            -                 -
</table>


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

                                      -5-

<page>




                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 31, 2004
                            (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 prior year
the  Company  abandoned  its mineral  property  and  currently  does not have an
operating business and is a development stage company as defined by Statement of
Financial Accounting Standard ("SFAS") No. 7.

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, 2004, the Company has incurred operating
losses  aggregating  $16,850,625.  At July 31,  2004,  the Company has a working
capital  deficiency of $294,625 and a stockholders'  deficit of $3,113,450.  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 January 19, 2004,  the Company  entered into an  Investment  Agreement  and a
Registration  Rights Agreement ("the  Agreement") with Dutchess Private Equities
Fund, L.P. (Dutchess).  Pursuant to the Agreement,  the Company may periodically
"put" or require  Dutchess to purchase  shares of common  stock at below  market
prices in exchange for the  utilization  of a ten million  dollar equity line of
financing.  The  Agreement  requires  the  Company to file an SB-2  Registration
Statement with the Securities and Exchange  Commission to register for resale by
Dutchess the shares of common stock purchased. The Registration Statement was to
be filed  within 30 days of the  issuance  of the  Company's  audited  financial
statements  for the fiscal year ended January 31, 2004.  The Company was granted
an extension to October 15, 2004.

During the three  month  period  ended  April 30,  2004,  the  Company  received
financing  of three  million  dollars  from  Sterling  Capital,  Inc. The amount
received is in the form of a non-recourse  loan  collateralized by the Company's
common shares. (See Note 6).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)       Principles of Consolidation
     The  consolidated   financial  statements  include the accounts of Whistler
     Investments,Inc. and its newly formed and wholly owned subsidiaries, Global
     Electric Corp., R-Electric Car Co.,  and Solium Power Corp. Global Electric
     Hong Kong Corp. is a wholly owned  subsidiary  of Global Electric Corp. All
     significant intercompany accounts and transactions have been eliminated.

b)       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.

c)       Use of Estimates
     The  preparation of  consolidated  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

                                      -6-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

     financial  statements  and the  reported  amounts of revenues  and expenses
     during the period. Actual results could differ from those estimates.
d)       Licensing Fees
     Licensing  fees  related to Product  Licensing  Agreements  are expensed as
     incurred.

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

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

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

h)       Basic and Diluted Net Income (Loss) Per Share
     The Company  computes net income (loss) per share in  accordance  with SFAS
     No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
     both basic and diluted  earnings  per share (EPS) on the face of the income
     statement. Basic EPS is computed by dividing net income (loss) available to
     common  stockholders  (numerator) by the weighted  average number of common
     shares  outstanding  (denominator)  during the  period.  Diluted  EPS gives
     effect to all  dilutive  potential  common  shares  outstanding  during the
     period  including  stock  options,  using the treasury  stock  method,  and
     convertible  preferred stock,  using the if-converted  method. In computing
     Diluted EPS, the average stock price for the period is used in  determining
     the number of shares  assumed to be  purchased  from the  exercise of stock
     options or warrants.  Diluted EPS excludes all dilutive potential shares if
     their effect is anti dilutive.

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

j)       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.


                                      -7-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

j)       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.

     The Company has recorded  stock-based  compensation  expense in  accordance
     with APB 25 and adopted the disclosure only provisions of SFAS No. 123.

     Deferred Compensation
     During the six months ended July 31, 2004, the Company  amortized  $161,250
     of deferred compensation that has been recorded as stock based compensation
     and charged to operations.

     2003 Stock Option Plan
     The Company  established the 2003 Restricted Stock Plan ("the Plan') during
     the year and filed an S-8 Registration  Statement with the U.S.  Securities
     and Exchange  Commission that was declared  effective.  The plan allows the
     Company's  Board of  Directors to issue up to  6,000,000  (split  adjusted)
     common shares pursuant to the Plan as compensation for services rendered to
     the Company.  The Company's  Board of Directors  has  discretion to set the
     price, term, vesting schedules,  and other terms and conditions for options
     granted under the plan.

     The pro forma information is as follows:
<table><caption>
                                                                 Three Months Ended            Six Months Ended
                                                                      July 31,                     July 31,
                                                                 2004          2003           2004           2003
                                                                  $             $              $              $
     
                                                       <c>            <c>           <c>             <c>
     Net loss -- as reported                                    (1,354,665)   (1,246,137)  (10,690,517)     (1,253,034)
     Add: Stock-based compensation expense included in net
        loss -- as reported                                         47,250     1,171,800     7,344,000       1,171,800
     Deduct: Stock-based compensation expense determined
        under fair value method                                    (48,216)   (1,195,757)   (7,356,209)     (1,195,757)
     Net loss -- pro forma                                      (1,355,631)   (1,270,094)  (10,782,726)     (1,276,991)
     Net loss per share (basic and diluted) -- as reported           (0.07)        (0.08)        (0.56)         (0.09)
     Net loss per share (basic and diluted) -- pro forma             (0.07)        (0.09)        (0.56)         (0.09)
</table>

     The fair value for options granted was estimated at the date of grant using
     the   Black-Scholes   option-pricing   model.   Under   the   Black-Scholes
     option-pricing  model,  the weighted  average  fair value of stock  options
     granted during the three months ended April 30, 2004 was $2.81. The Company
     did not grant any stock  options  during  the three  months  ended July 31,
     2004.  There was no dilutive impact of potential  common shares  associated
     with stock options,  by  application of the treasury stock method,  for the
     quarter ended April 30, 2004, as the Company had a net loss.

     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.  The fair value of options  granted
     using  Black-Scholes  was determined  using the following  weighted average
     assumptions.

                                      -8-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

j)       Stock Based Compensation (continued)
<table><caption>
                                                                   Three Months Ended         Six Months Ended
                                                                        July 31,                  July 31,
                                                                   2004          2003        2004         2003
                                                                     $            $           $             $
     
                                                          <c>           <c>         <c>           <c>
     Expected dividend yield                                         -            0%          0%            0%
     Risk-free interest rate                                         -            5%       1.39%            5%
     Expected volatility                                             -          100%         50%          100%
     Expected life from the vesting date (in years)                  -        1-year      1-year        1-year
</table>
k)       New Accounting Pronouncements
     In December  2003,  the United States  Securities  and Exchange  Commission
     issued Staff Accounting Bulletin No. 104, "Revenue  Recognition" (SAB 104),
     which supersedes SAB 101,  "Revenue  Recognition in Financial  Statements."
     The primary purpose of SAB 104 is to rescind accounting  guidance contained
     in SAB 101  related to multiple  element  revenue  arrangements,  which was
     superseded  as a result of the  issuance  of EITF  00-21,  "Accounting  for
     Revenue Arrangements with Multiple  Deliverables." While the wording of SAB
     104 has  changed  to  reflect  the  issuance  of EITF  00-21,  the  revenue
     recognition  principles of SAB 101 remain largely unchanged by the issuance
     of SAB 104. The  adoption of SAB 104 did not have a material  impact on the
     Company's financial statements.

     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 did not have a
     material  effect  on the  Company's  results  of  operations  or  financial
     position.

l)       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,  2004 and 2003,  the  Company has no
     items  that  represent  comprehensive  loss  and,  therefore,  there  is no
     difference from net loss.

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

n)       Interim Financial Statements
     These interim unaudited financial statements have been prepared on the same
     basis as the annual financial  statements and in the opinion of management,
     reflect all adjustments,  which include only normal recurring  adjustments,
     necessary to present fairly the Company's  financial  position,  results of
     operations and cash flows for the periods shown.  The results of operations
     for such periods are not necessarily indicative of the results expected for
     a full year or for any future period.

                                      -9-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

o)       Income Tax
     Potential  benefits of income tax losses are not recognized in the accounts
     until  realization  is more  likely  than  not.  The  Company  has  adopted
     Statement of Financial  Accounting Standards No. 109 ("SFAS 109") as of its
     inception.  Pursuant  to SFAS 109 the  Company is  required  to compute tax
     asset benefits for net operating losses carried forward.  Potential benefit
     of net  operating  losses  have not  been  recognized  in  these  financial
     statements because the Company cannot be assured it is more likely than not
     it will utilize the net operating losses carried forward in future years.

NOTE 3 - PROPERTY AND EQUIPMENT
<table><caption>
                                                                                           July 31,         January 31,
                                                                                             2004               2004
                                                                                           Net Book            Net Book
                                                                        Accumulated          Value              Value
                                                         Cost           Amortization      (unaudited)         (audited)
                                                   ---------------------------------------------------------------------

                                                      <c>                <c>                <c>              <c>
Furniture and fixtures                                      $ 4,819             $3,817          $1,002          $ 2,004
Computer equipment                                            5,211              5,038             173            1,215
                                                   ---------------------------------------------------------------------

                                                           $ 10,030             $8,855          $1,175          $ 3,219
                                                   =====================================================================
</table>

NOTE 4 - RELATED PARTY TRANSACTIONS

a)   The Company incurred management fees of $11,504 (2003 - $6,000) to an
     officer during the six months ended July 31, 2004 and 2003, respectively.

b)   The  Company  received  advances  from a company  controlled  by a minority
     stockholder  of $749,058  during the three  months  ended July 31, 2004 and
     repaid  amounts of $545,044  during the three month  period ended April 30,
     2004.  The  advances  are  unsecured,  non-interest  bearing and payable on
     demand.

c)   The  Company  advanced  $33,531  to a  company  controlled  by  a  majority
     stockholder  during the three months  ended July 31,  2003.  The amount was
     repaid in August 2004.

NOTE 5 - STOCKHOLDERS' EQUITY

Common Shares
a)   During the  quarter  ended  July 31, 2004 the Company  issued 76,000 common
     shares at an exercise  price of $0.25  resulting from the exercise of stock
     options for total proceeds of $19,000.
b)   During the quarter ended April 30, 2004 the Company issued 2,746,500 common
     shares at an exercise  price of $0.25  resulting from the exercise of stock
     options for total proceeds of $686,625.
c)   During the prior  year,  the  Company  issued  3,375,000  (split  adjusted)
     restricted  common shares to RS International  Consultants GMBH ("RS"),  an
     international  business  consulting  company,   pursuant  to  a  $5,000,000
     financing agreement.  The financing agreement did not close and the Company
     did not  obtain  any  financing  from RS.  The  Company  was  returned  the
     restricted  common share  certificates  by RS which were  cancelled in May,
     2004.

                                      -10-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 5 - STOCKHOLDERS' EQUITY - (continued)

Common Shares (continued)
d)   During the quarter ended April 30, 2004,  the Company  entered into a Stock
     Redemption and Reissuance Agreement (the "Redemption Agreement"),  dated as
     of February 10, 2004, with Salim S. Rana  Investments  Corp.  (SSRIC),  our
     major   stockholder.   Pursuant  to  which  SSRIC  on  February  10,  2004,
     contributed  3,000,000  (split  adjusted) shares of our common stock to our
     treasury.  Under the Redemption Agreement,  SSRIC contributed the Shares to
     the  Company's  treasury  at no cost to the  Company.  The  Company had the
     ability under the  Redemption  Agreement,  and did,  utilize the shares for
     proper  corporate  purposes,  including  option  exercises and issuances to
     consultants.  Under the Redemption  Agreement,  the Company is obligated to
     return the  Shares,  at no cost,  to SSRIC.  On June 3, 2004,  the  Company
     reissued the 3,000,000  shares  contributed  to the  Company's  treasury by
     SSRIC.
e)   During the quarter ended April 30, 2004,  the Company's  Board of Directors
     approved a three for one split of common  shares,  which  become  effective
     March 10,  2004.  Stockholders  of record were  entitled to three shares of
     common stock for each share held on that date. All per share amounts in the
     consolidated  financial  statements  have been  retroactively  adjusted  to
     reflect the stock split.
f)   During  the  prior  year July 31,  2003 the  Company's  Board of  Directors
     approved  a one for ten  reverse  stock  split of  common  shares  that was
     effective July 11, 2003. All share amounts have been retroactively adjusted
     to reflect the reverse stock split.


NOTE 6 - LOAN PAYABLE

During the three  month  period  ended  April 30,  2004,  the  Company  received
financing  of  three  million  dollars  from  Sterling  Capital,  Inc.  for  the
development of specific products and for general working capital.  Due diligence
fees of $240,000 were  incurred by the Company with $80,000 being  deducted from
the proceeds of the loan and $160,000  paid by the Company in the quarter  ended
July 31, 2004.  The loan bears simple  interest of 5% per annum and is repayable
24 months from the date on which each  instalment  was  advanced to the Company.
The amount  received is in the form of a  non-recourse  loan  collateralized  by
30,000,000  (split adjusted) shares of restricted common stock. The Company will
issue the restricted shares  immediately  following an increase in the number of
authorized common shares.


NOTE 7 - COMMITMENTS

a)   On October 21, 2003 the Company  terminated  the licensing  agreement  with
     NuAge  Electric  Inc. in which the Company  acquired  100% of the licensing
     rights  related  to the  manufacture  and  sale of  electric  vehicles  and
     products using proprietary technology, subject to a 20% royalty.

     On the same date the Company entered into a new  Distribution and Licensing
     Agreement  ("the  Agreement")  with  RV  Systems,  Inc.  ("RV"),  a  Nevada
     corporation,  to sell, distribute and/or manufacture specified products and
     applications of portable power systems (the "Licensed  Technologies").  The
     Licensed  Technologies were developed by Lithium House,  Inc., an affiliate
     of RV, and has  licensed  all product  development  to RV for  products and
     applications of portable power systems. The term of the Agreement commenced
     on  October  21,  2003,  and  continues  for a period of five  years and is
     automatically  renewed for three years  unless  terminated  by either party
     with a minimum of ninety days written notice.

                                      -11-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 7 - COMMITMENTS (continued)

     The Company is required to pay Lithium  House (the  "Licensor")  technology
     payments (the "Technology  Payments) as specified in the License Agreement.
     The technology  payments  consisted of $100,000 for two- and  three-wheeled
     vehicles, and $50,000 for lawn and garden equipment to be paid on or before
     October 31, 2003. For neighborhood  electric vehicles ("NEV's") the Company
     was required to pay $250,000 no later than December 31, 2003, with a weekly
     minimum  of  $15,000.  We  were  also  required  to  pay  Licensor  product
     development  payments of $400,000,  on or before  December 31, 2003, with a
     weekly minimum of $15,000,  for two- and three-wheeled  vehicles;  $200,000
     for lawn and garden  equipment,  on or before  December  31,  2003,  with a
     weekly minimum of $15,000; and $1,000,000,  payable no later than March 31,
     2004,  with a weekly  minimum of $35,000  for NEV's  ("Product  Development
     Payments").  We have signed additional  amendments to the License Agreement
     as of January 5, February 2 and March 20, 2004,  covering power systems for
     watercraft, solar houses and lithium battery power packs, respectively.

     These  additional  agreements  require  Technology and Product  Development
     Payments of $2,500,000  ($250,000 for  watercraft,  due no later than March
     31,  2004;  $2,000,000  for solar  houses,  $500,000 of which is payable no
     later than March 31, 2004,  and  $1,500,000,  due no later than October 31,
     2004;  and $250,000 for lithium  battery  power packs,  $50,000 of which is
     payable no later  than June 30,  2004 and  $200,000  of which is payable no
     later than  September 30,  2004).  As of July 31, 2004 the Company had paid
     $2,153,400  in license  fees.  Total license fees payable under the License
     Agreement and amendments are $4,500,000, leaving $2,346,600 in license fees
     payable subsequent to July 31, 2004.

     On February  3, 2004,  the  Company  and RV agreed to an  amendment  to the
     Agreement  requiring minimum weekly payments of $35,000 towards all license
     payments  owing to date.  As a result the  Company is not in default of its
     payment obligations to RV.

     Remaining obligations under the Agreement are as follows:

     Year Ended January 31,

     2005                                                             910,000
     2006                                                           1,436,600
                                                                -------------

                                                                    2,346,600
                                                                =============

b)   The Company's wholly owned subsidiary, Global Electric Corporation, entered
     into a lease of a manufacturing facility in Van Nuys, California. The lease
     is for a period of four months commencing July 1, 2004 at $3,500 per month.
     The Company  recorded  prepaid  expense of $14,000 that included a security
     deposit of $3,500 as at July 31, 2004.

                                      -12-

<page>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------
NOTE 7 - COMMITMENTS (continued)

Litigation

On October 17,  2003,  the Company was served with a complaint  filed on October
15, 2003, by Michael  McDermott,  as a stockholder of Planet Electric,  Inc. and
purportedly on behalf of Planet Electric in the United States District Court for
the Central District of California.  Lithium House,  Inc. was founded by Charles
Haba who was also  involved in the founding of Planet  Electric,  Inc.,  and was
associated  with that company until early 2002. The complaint lists the Company,
Charles  Haba,  Lithium  House,  Inc.,  and other  individuals  and  entities as
defendants.  The complaint seeks an injunction  prohibiting  certain  defendants
from  continuing  their  business  relationship  and transfer of alleged  Planet
Electric   trade  secrets  or  processes  and  also  seeks  damages  for  patent
infringement  against Charles Haba,  companies that Mr. Haba has been associated
with since his involvement with Planet Electric, and Whistler Investments,  Inc.
The complaint also alleges breach of fiduciary duty against Mr. Haba;  breach of
confidential  relationship  against Mr.  Haba;  conversion  against Mr. Haba and
certain other  individual  defendants;  various business torts against Mr. Haba,
Lithium   House,   and  other   individuals   and   entities  and  trade  secret
misappropriation against all defendants. On June 29, 2004 the parties stipulated
to dismiss the case.

Charles Haba, is suing for  breach  of  his employment agreement and breach of a
note  against his former employer,  Planet Electric,  Inc.  in  the  Los Angeles
County Superior Court. Planet Electric, Inc. has filed a cross-complaint against
the  same  defendants  as  the  above-mentioned   shareholder  derivative  suit,
including Whistler Investments, Inc.  The proposed cross complaint  adds  claims
for conversion and conspiracy to convert assets of Planet Electric, Inc. against
Whistler  Investments,  Inc.    The plaintiffs in this action intend to move for
dismissal of the cross complaint.

On July 30, 2004,  the Company  received a request for  voluntary  production of
documents  and  information  pursuant to a Securities  and  Exchange  Commission
informal inquiry. The documents requested include those related to the Company's
stock issuances,  its major corporate transactions,  including the Azra shopping
center,  the  Queens  mineral  property  and the  licensing  agreements  with RV
Systems,  and to its agreements with consultants and related parties, as well as
those relating to potential joint venture partners and customers. The Company is
fully   cooperating   with  the  Commission  in  response  to  its  request  for
information.


NOTE 8 - ADVANCES PAYABLE

An unrelated company advanced $8,205 to the Company to finance operations, which
is non-interest bearing, unsecured and payable on demand.


NOTE 9 - PRIOR YEAR RESTATEMENT

The Company's financial  statements as of January 31, 2004 and for the year then
ended were restated due to the  correction of an error relating to the write-off
of licensing fees. A total of $431,625 of previously  capitalized licensing fees
were charged to operations.  Refer to the Company's Amended 10-KSB filed for the
year ended January 31, 2004.

                                      -13-

<page>

Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect,
future,   intend  and  similar  expressions  to  identify  such  forward-looking
statements.  You should  not place too much  reliance  on these  forward-looking
statements.  Our  actual  results  are  likely to differ  materially  from those
anticipated in these forward-looking  statements for many reasons, including the
risks faced by us described in this section.

THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2004 and 2003

We incurred a net loss of  $1,354,665  for the three months ended July 31, 2004,
and of $10,690,517  for the six months ended July 31, 2004,  which latter period
included  licensing  fees  of $1,710,000,  management  and  consulting  fees  of
$962,329,  general and  administrative  costs of $433,743,  professional fees of
$121,915, rent and office expense of $13,819 and $2,044 in depreciation expense.

Our net loss for the  three-month  period ended July 31, 2004 increased from the
comparative  period in fiscal 2003 (from  $1,246,137  in 2003 to  $1,354,665  in
2004).  This was  primarily  due to a decrease of  approximately  $1,125,000  in
stock-based compensation,  license fee expense in 2004 of $760,000 compared with
none in the  comparable  period in 2003, and increases in  administrative  costs
from $28,638 in 2003 to $266,834 in 2004,  and  management  fees from $33,518 in
2003 to  $168,354  in  2004.  The  license fee  payments  and the  increases  in
management  and  administrative  costs  resulted from a general  increase in our
business activities under the license agreement with RV Systems, Inc., including
accounting and legal matters, technology development,  development of a business
plan, media exposure and contacts for the technology,  and joint venture partner
development, both in the United States and in India and China. Also, stock based
compensation  was used instead of cash consulting fees for business  development
consulting services.

In the six-month  period ended July 31, 2004,  Whistler  incurred  $7,344,000 of
stock based compensation for business  development  consulting  services,  which
services primarily  consisted of incorporation of the Company's current electric
power pack technology in its business,  introductions  to and  negotiation  with
potential  joint venture  partners in India and China,  and with potential joint
venture  partners or customers in the United  States,  including  Powerski (with
which  negotiations  are on  hold at  present).  Whistler  believes  that it was
appropriate  to  utilize  the stock  based  compensation  to  conserve  cash for
expenditures  that  require  cash,  such  as  license  fee  payments,  equipment
purchases,  management salaries and other overhead, marketing expenses and trade
shows and legal and accounting expenses.

In the six-month  period ended July 31, 2004, we also incurred  interest expense
of $60,084 related to a loan payable (see Note 6 to Financial Statements).

PLAN OF OPERATION

         During the period  since  inception on April 12, 2000 to July 31, 2004,
we have incurred operating losses aggregating $16,850,625.  At July 31, 2004, we
had  working  capital  deficit  of  $294,625  and  a  stockholders'  deficit  of
$3,113,450. The continuation of the Company as a going concern is dependent upon
the continued  financial  support from our shareholders  and other parties,  our
ability to obtain  necessary equity  financing to continue  operations,  and the
attainment of profitable  operations.  Our auditors have  expressed  substantial
doubt concerning our ability to continue as a going concern.

                                      -14-

<page>

         As of July 31, 2004, we had cash on hand of $611,449.  Our  liabilities
at the same date totaled $3,920,074 and consisted  primarily of accounts payable
and accrued liabilities of $187,404,  amounts due to related parties of $724,465
and a loan payable of $3,000,000. We anticipate that our license fee expenses to
acquire the licenses from RV Systems,  Inc. will be in excess of $2,300,000,  if
we  secure  rights  to all  licensed  products,  and  that up to  $1,000,000  of
additional  working  capital will be required over the next 12 months for market
introduction of these products through joint venture  partners or otherwise.  We
do not have sufficient cash on hand to meet these anticipated obligations.

Distribution and Licensing Agreement With RV Systems, Inc.

         On October 21, 2003, we entered into the new License  Agreement with RV
Systems for the  worldwide  arena (with the  exception of India for the two- and
three-wheeled  vehicle  technology) to sell,  distribute and/or  manufacture (or
arrange  for the  sale,  distribution  or  manufacture  of)  specified  products
utilizing the portable power systems (the "Licensed Technologies"), developed by
Lithium House. Lithium House is an affiliate of RV Systems, and has licensed all
product  development  to RV Systems for  products and  applications  of portable
power systems utilizing Lithium House's  proprietary lithium battery technology.
The License Agreement with RV Systems covers Licensed Technologies in three
separate  product  groups:  two- and  three-wheeled  vehicles to be manufactured
andsold in all countries of the world except India; lawn and garden equipment to
be  manufactured  and  sold in all  countries  of the  world;  and  NEV's  to be
manufactured and sold in all countries of the world.

         Subject to the terms of the License Agreement, RV Systems, as Licensor,
has granted to us, during the term of the License Agreement,  and upon the terms
and conditions set forth in the License  Agreement,  a non-assignable  right and
license to market, sell,  manufacture,  and distribute the Licensed Technologies
in all  countries  of the  world,  with  the  exception  of  India  for two- and
three-wheeled  vehicles. We have the right, upon receipt of written approval and
due  diligence by the  Licensor,  to  sublicense  any of the rights and licenses
granted in the License Agreement to or enter into  distribution  agreements with
third  parties  ("Sublicensees")  with the  written  consent of  Licensor to the
sublicense or distribution agreement and the approval of Licensor of the related
agreement  or  agreements  with the  particular  Sublicensee,  which  consent or
approval shall not unreasonably be withheld.

         The term of the License  Agreement  commenced on October 21, 2003,  and
continues for a period of five License  Years.  NEV's were added to the Licensed
Technologies on November 14, 2003. The term is  automatically  renewed for three
succeeding License Years unless earlier terminated by either party upon not less
than 90 days prior written notice to the other of intent to terminate.

          The Company is required to pay the  Licensor the  technology  payments
(the  "Technology  Payments")  (to be paid to Lithium House) as specified in the
License Agreement ($100,000 for two- and three-wheeled vehicles, and $50,000 for
lawn and garden  equipment) to be paid on or before  October 31, 2003. For NEV's
we are required to pay $250,000 no later than  December 31, 2003,  with a weekly
minimum of $15,000.  We are also  required to pay Licensor  product  development
payments of $400,000,  on or before  December 31, 2003, with a weekly minimum of
$15,000,  for two- and  three-wheeled  vehicles;  $200,000  for lawn and  garden
equipment, on or before December 31, 2003, with a weekly minimum of $15,000; and
$1,000,000,  payable  no later  than March 31,  2004,  with a weekly  minimum of
$35,000 for NEV's ("Product  Development  Payments").  We have signed additional
amendments  to the License  Agreement as of January 5,  February 2 and March 20,
2004,  covering power systems for  watercraft,  solar houses and lithium battery
power packs,  respectively.  These additional  agreements require Technology and
Product  Development  Payments of $2,500,000  ($250,000 for  watercraft,  due no
later than March 31, 2004;  $2,000,000  for solar  houses,  $500,000 of which is

                                      -15-

<page>

payable no later than March 31, 2004, and $1,500,000,  due no later than October
31,  2004;  and $250,000 for lithium  battery  power packs,  $50,000 of which is
payable no later than June 30,  2004 and  $200,000  of which is payable no later
than  September  30,  2004.  As of July 31,  2004,  we have paid an aggregate of
$2,153,400 in license payments to RV Systems,  and are continuing weekly license
fee payments of approximately  $35,000,  as per a supplemental  letter agreement
with RV Systems  dated  February 3, 2004.  Total  license fees payable under the
License   Agreement  and  amendments  are  $4,500,000,   leaving   approximately
$2,300,000 in license fees payable subsequent to July 31, 2004. As reimbursement
to the Company, Licensor is required to pay to us the proceeds from any sales by
Licensor of product inventory  manufactured  with the financing  provided by the
Product  Development  Payments  as and when that  product  inventory  is sold by
Licensor.

Commercial Initiatives

China

         Upon invitation from Geely Corporation, we and Mr. Chaz Haba of Lithium
House  have  traveled  to China  and met with the  Motorcycle  Division  and the
International  Trade  Division of Geely  Corporation.  We are  currently  in the
process of incorporating in China to position ourselves for pursuit of joint
ventures. We have signed Memorandum of Understanding, dated March 15, 2004, with
Geely that states that we have purchased three models of scooters and motorbikes
and one model of an ATV, totalling 10 vehicles, with the intention of purchasing
10 more units.  We are to convert these  vehicles into electric  versions;  upon
successful  conversion  Geely is  manufacture  these models  "gliders"  (without
engine or exhaust  system) for ease of conversion at a pre-agreed  price.  Geely
would also work  toward a  comprehensive  joint  venture  agreement  in a format
agreed upon by both companies and details acceptable to both parties.

India

         We are  currently in  discussions  with Loveson of Bombay India for the
manufacture of bicycles to be converted into electric bikes.

Powerski

On December 30, 2003 we announced that we started a joint venture pursuant to an
agreement  with Powerski  International,  to create  another model of Powerski's
flagship product, the Powerski Jetboard(TM), powered with a Lithium-ion electric
motor.  Our agreement  with Powerski has expired,  and we intend to proceed with
development  of this  model  jetboard  when  electric  motor  parts on order are
delivered. Once the parts are delivered and the new model jetboard is assembled,
we would  determine  whether to initiate  negotiations  for a new agreement with
Powerski.

U.S. Navy

         On  February  5,  2004 we  announced  the  initiation  of a  classified
lithium-ion  conversion  project with the United  States Navy.  The project will
serve as a trial,  and the development and  implementation  of this project will
take place within our  facilities  in Van Nuys,  California.  We have funded the
initial 3kw prototype for this project,  and we delivered in September  2004 the
prototype for testing by the Navy.

                                      -16-

<page>

Electric Cars

         We are working  with  California-based  Cinema  Vehicles to develop and
build what we have designated as the "R-Car".  Cinema Vehicles is an established
motion picture vehicle service company. The anticipated use for the R-Car is for
medium to long-range trips, as well as neighborhood use.

         The motor was balanced,  matched to a 6-speed transmission,  and tested
in April 2004. Mr. Haba and his engineers have been working  closely with Cinema
Vehicles  regarding  the  mechanical  aspects  of  this  development  -- we  are
anticipating  that  this  vehicle  will be able to travel at speeds up to 90 mph
with a range of up to 200 miles. The vehicle is currently under testing.

Austin Energy

         On February 27,  2004,  we received a letter from the City of Austin in
respect to the conversion of vehicles for the City of Austin,  TX, subsequent to
a senior level meeting  between Mark Kapner,  Senior  Strategic  Planner for the
City of  Austin,  Mr.  Chaz  Haba  and  representatives  of  Whistler,  at their
development facility at Lithium House in Van Nuys, California.

         We have purchased a 2004 Chrysler PT Cruiser -- we are working on the
on the prototype for Austin Energy,  and hope to deliver the prototype to Austin
Energy later in September 2004.

Solium Power Corp.

         Our Lithium Solar House ("LSH")  project will be under the direction of
Chaz Haba and is to provide a test bed for an alternative source of power to the
home -- not  connected to the power grid.  The power source will be Solar Panels
for  charging of the Lithium  Ion  Batteries,  which are used for storage of the
power.  The system will supply DC power for the home and all  appliances  (using
from 12 volts to 48 volts), lighting, heat, air, etc.,  and will involve a  site
in Van  Nuys,  California.  We have  now  received  the  plans  approved by  the
City  of  Van Nuys and are currently  renovating this Solar House.  Construction
completion and testing is anticipated by Summer 2004.

         We  believe  that  the keys to our  success  in the  future  will be to
aggressively  pursue the most  opportunistic  market(s) and to  concentrate  our
resources  on the  market(s)  that have the most  return for the time and effort
expended.

5.2     Liquidity and Capital Resources

Since our  incorporation,  we have financed our  operations  almost  exclusively
through  the sale of our  common  shares to  investors.  We  expect  to  finance
operations  through  the sale of equity in the  foreseeable  future as we do not
receive revenue from our current business operations. There is no guarantee that
we will be successful in arranging financing on acceptable terms.

         On January 20, 2004, we announced  agreement  for a $10 million  equity
line with Boston-based Dutchess Private Equities Fund, LP. We currently intend
to file the necessary  registration documents with the SEC. Under our agreements
with  Dutchess,  the  date by  which we are  required  to file the  registration
statement for the equity line has been extended to October 15, 2004. There is no
assurance  that we will be  successful  in  completing  the  filings  for and/or
utilizing this possible financing source.

         On February 24, 2004, we announced  receipt of $1 million  dollars of a
$3 million dollar  non-recourse loan to be collateralized by stock. On April 14,
2004, we drew down an additional $1,000,000 on this loan, and on April 22, 2004,
we drew down the final $1,000,000 of the loan. The lender  is  Sterling Capital,
Inc.,  and  the loan  is  required to  be collateralized by 30,000,000 shares of
restricted common stock.

                                      -17-

<page>

        As  of  January 31, 2004, we had  a  related party  payable of $545,044.
The related  party  payable  consisted primarily  of a  payable  due to Salim S.
Rana Investments Corp. in connection with our  previous  acquisition of the Azra
shopping  center  and advances  to  the  Company  by  the related  party. During
our  fiscal  year  ended January 31, 2004,  Salim S. Rana  Investments Corp. had
advanced approximately $175,000 additionally to the Company. We have repaid this
debt relating to the Azra shopping center  and  all advances by this stockholder
as of February 25, 2004.

        The Company received  advances from a company  controlled  by a minority
stockholder of $749,058 during the three months ended July 31,2004. The advances
are unsecured, non-interest bearing and payable on demand.

The Company advanced $33,531 to a company  controlled by a majority  stockholder
during the three  months  ended July 31,  2003.  The amount was repaid in August
2004.

        The  Company  intends to hold a special  meeting  of  shareholders' upon
approval of  the  information statement we  have  filed  with the Securities and
Exchange  Commission,  to increase our  authorized  common stock,  so as to have
additional stock available for collateralizing the Sterling Capital loan and for
equity financing, if required.

        We  entered  into a  Stock  Redemption  and  Reissuance  Agreement  (the
"Redemption  Agreement"),  dated as of  February  10,  2004,  with Salim S. Rana
Investments Corp.  (SSRIC),  our major  stockholder,  pursuant to which SSRIC on
February 10, 2004,  contributed  1,000,000 shares of our common stock (3,000,000
shares  adjusted for the  three-for-one  forward split effective March 10, 2004)
owned by SSRIC (the  "Shares") to our treasury.  At that time, we had only 6,000
authorized  but unissued  shares of common  stock  available  for issuance  upon
exercise of options or for  consultants  or potential  private  investors in the
Company.  Under the Redemption  Agreement,  SSRIC  contributed the Shares to the
Company's treasury at no cost to the Company.  The Company had the ability under
the  Redemption  Agreement,  and did,  utilize  the shares for proper  corporate
purposes,  including  option  exercises and issuances to consultants.  Under the
Redemption  Agreement,  the Company was  obligated  to return the Shares,  at no
cost, to SSRIC upon the first to occur of the following  events:  (1) the return
to the Company of the  certificate  for  3,375,000  shares of common  stock held
improperly by International  Business Consultants GMBH in escrow for a financing
that had not closed and had no prospect  of  closing,  or (2) an increase in the
Company's  authorized  common stock of at least 3,000,000 shares as contemplated
by the  Company's  information  statement  referred to above.  On May 20,  2004,
International   Business   Consultants  GMBH  redelivered  to  the  Company  the
certificate for 3,375,000  shares,  and our suit against this company and others
associated  with it will be withdrawn.  Based on the return of these shares,  on
June 3, 2004,  the Company  reissued the  3,000,000  shares  contributed  to the
Company's treasury by SSRIC.

         We have raised  equity  capital  through  issuances of common stock and
debt.  During the year ended January 31, 2004, we received  proceeds of $705,625
from the exercise of stock options and $50,000 from the issuance of common stock
during the six months ended July 31, 2004.

          Our current  operating  funds are less than  necessary to complete the
license  payments to RV Systems  for  commercialization  of  products  utilizing
Lithium House portable power systems under the License Agreement,  and therefore
we will need to obtain  additional  financing  in order to complete our business
plan.  Our  business  plan will  require  substantial  additional  financing  in
connection with the initial commercialization of the products under the License
Agreement.  We  anticipate  that our license fee expense to acquire the licenses
from RV Systems,  Inc. will be in excess of  $2,300,000,  if we secure rights to
all licensed  products,  and that up to $1,000,000 of additional working capital
will be  required  over the next 12  months  for  market  introduction  of these
products through joint venture partners or otherwise.  We do not have sufficient
cash on hand to meet these anticipated obligations.

                                      -18-

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           To date,  the  Company  has covered  operating  deficits  through its
financing activities.  As a result of its lack of operating success, the Company
may not be able to cover operating deficits.

         We do not currently have any  arrangements for financing and we may not
be able to find such financing if required. Obtaining additional financing would
be subject to a number of factors, including investor sentiment.  Market factors
may  make the  timing,  amount,  terms or  conditions  of  additional  financing
unavailable to us.

         Our  auditors  are of the  opinion  that  our  continuation  as a going
concern is in doubt.  Our  continuation  as a going  concern is  dependent  upon
continued financial support from our shareholders and other related parties.

Item 3. Controls and Procedures.

As  of the end of the fiscal qurter covered by  this Form  10-QSB,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Financial and Accounting  Officer,  of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as defined in Rule
13a-14 of the Securities  Exchange Act of 1934. Based upon that evaluation,  the
Chief Executive Officer and Principal Financial and Accounting Officer concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting them to material  information  relating to the Company  (including  its
consolidated  subsidiaries)  required to be included in this Quarterly Report on
Form 10-QSB.  There have been no changes in the Company's  internal controls  or
in other factors which could significantly  affect internal controls  subsequent
to the date the Company carried out its evaluation.


PART II- OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS.

Securities and Exchange Commission Inquiry

         On July 30, 2004, Whistler received a request for voluntary  production
of documents and  information  pursuant to a Securities and Exchange  Commission
informal  inquiry.  The documents  requested include those related to Whistler's
stock issuances,  its major corporate transactions,  including the Azra shopping
center,  the  Queens  mineral  property  and the  licensing  agreements  with RV
Systems,  and to its agreements with consultants and related parties, as well as
those relating to potential  joint venture  partners and customers.  Whistler is
fully   cooperating   with  the  Commission  in  response  to  its  request  for
information.

Planet Electric, Inc. Stockholder Litigation

         On October 17, 2003,  we were served with a complaint  filed on October
15, 2003, by Michael  McDermott,  as a stockholder of Planet Electric,  Inc. and
purportedly on behalf of Planet Electric in the United States District Court for
the Central District of California.  Charles (Chaz) Haba was one of the founders
of Planet Electric,  and was associated with that company from until early 2002.
The complaint  lists Charles  Haba,  other  individuals,  Lithium  House,  Inc.,
Nupow'r LLC, Nu Age  Electric,  Inc.,  Dynamic  Concepts aka NPDI,  and Whistler
Investments,  Inc. as defendants. The complaint sought an injunction prohibiting
certain  defendants from continuing their business  relationship and transfer of
alleged  Planet  Electric trade secrets or processes and also seeks damages for:
patent  infringement  against  Charles  Haba,  companies  that Mr. Haba has been
associated with since his involvement with Planet Electric, and Whistler; breach
of fiduciary duty against Mr. Haba; breach of confidential  relationship against
Mr. Haba;  conversion against Mr. Haba and certain other individual  defendants;
various  business  torts against Mr. Haba,  Lithium  House,  NuPow'r and Nu Age;
trade secret misappropriation against all defendants.

         On June 29, 2004, the parties stipulated to dismiss this case.

                                      -19-

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Charles Haba v. Planet Electric, Inc.

         In this action,  Charles  Haba,  is suing for breach of his  employment
agreement  and  breach  of  a note against his former employer, Planet Electric,
Inc. in the Los Angeles County Superior Court. Planet Electric, Inc. has filed a
cross-complaint  against  same  defendants  as  the  above-mentioned shareholder
derivative  suit, including  Whistler  Investments, Inc.   The  proposed
cross-complaint  adds  claims for conversion and conspiracy to convert assets of
Planet Electric, Inc. against Whistler Investments, Inc.  The plaintiffs in this
action intend to move for dismissal of the cross complaint.


Item 6. Exhibits and Report on Form 8-K

(a) Exhibits.


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

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

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

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

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the three month period ended July
31, 2004.

                                      -20-

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                                   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: October 5, 2004

                                             Whistler Investments, Inc.

                                              /s/Mehboob Charania
                                             -----------------------------
                                             Mehboob Charania
                                             Secretary, Treasurer,  C.F.O.
                                             (Principal Financial Officer)
                                             Dated: October 5, 2004

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