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 October 31, 2003
                                           ----------------

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

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

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


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


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


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


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

                                     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:  6,702,502 shares of $0.001 par value
common stock outstanding as of December 10, 2003.

<PAGE>

AS A PART  OF THE  REVIEW  BY THE  SECURITIES  AND  EXCHANGE  COMMISSION  OF THE
COMPANY'S PAST FILINGS UNDER THE SECURITIES  EXCHANGE ACT OF 1934, WE ARE FILING
THIS AMENDMENT NO. 1 TO OUR FORM 10-QSB FOR OUR FISCAL QUARTER ENDED OCTOBER 31,
2003 (THE "THIRD QUARTER 2004 FORM  10-QSB"),  AS WELL AS AMENDING OUR QUARTERLY
REPORTS FOR OUR FIRST TWO QUARTERS IN OUR 2004 FISCAL YEAR AND OUR ANNUAL REPORT
FOR OUR FISCAL YEAR ENDED JANUARY 31, 2003. THIS AMENDMENT NO. 1 AMENDS ONLY THE
INFORMATION   SET  FORTH  UNDER  THE   CAPTIONS   "FINANCIAL   STATEMENTS"   AND
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" OF THE THIRD QUARTER
2004  FORM  10-QSB.  IN  ORDER TO  PRESERVE  THE  NATURE  AND  CHARACTER  OF THE
DISCLOSURES  SET FORTH IN THE THIRD  QUARTER 2004 FORM 10-QSB AS OF DECEMBER 15,
2003,  THE DATE ON WHICH THE REPORT WAS FILED,  NO ATTEMPT HAS BEEN MADE IN THIS
AMENDMENT NO. 1 TO MODIFY OR UPDATE DISCLOSURES EXCEPT AS DESCRIBED ABOVE.

<PAGE>



                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                October 31, 2003

<PAGE>




                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)


                                 BALANCE SHEETS
                            (Expressed in US Dollars)

<table>
<caption>
                                                                                               October 31,
                                                                                                   2003
                                                                                                     $
                                                                                                (unaudited)
-----------------------------------------------------------------------------------------------------------

                                                                                               <c>
ASSETS

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

TOTAL CURRENT ASSETS                                                                                30,577

PROPERTY AND EQUIPMENT (Note 3)                                                                      4,241

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

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


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

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


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

Contingencies and Commitments (Note 1 and 7)

STOCKHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK, $0.001 par value per share
         Authorized - 5,000,000 shares
         Issued - Nil                                                                                    -
COMMON STOCK, $0.001 par value per share
         Authorized - 7,000,000 shares
         Issued - 6,475,000 shares (Fiscal 2002 - 4,845,000)                                         6,475
ADDITIONAL PAID IN CAPITAL                                                                       5,576,575
DEFERRED COMPENSATION (Note 2(k))                                                               (2,228,500)
DEFICIT                                                                                         (3,553,796)
----------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                              (199,246)
----------------------------------------------------------------------------------------------------------

6 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                       187,893
==========================================================================================================
                (See accompanying notes to financial statements.)
</table>


   (The accompanying notes are an integral part of these financial statement


<page>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

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

<table>
<caption>
                                                                                                         Accumulated
                                                                                                            from
                                                                                                       April 12, 2000
                                                               For the Three            For the Nine      (Date of
                                                               Months Ended             Months Ended      Inception)
                                                               October 31,                October 31,     to October 31,
                                                         2003             2002        2003         2002       2003
                                                          $                 $           $            $          $
--------------------------------------------------------------------------------------------------------------------

                                                    <c>             <c>           <c>           <c>         <c>

EXPENSES
         Depreciation and amortization                    4,391           466          5,323       1,398       9,714
         Management and consulting fees (Note 5)         34,621         6,000         68,139      22,500      82,139
         General and administrative                      24,938         4,061         55,110      14,616      80,243
         Professional fees                               17,474         2,000         29,339       6,626     103,773
         Rent and office                                  6,505             -         11,252           -      31,398
         Write-off of mineral property                        -             -              -           -       5,150
         Research and development                         8,633             -          8,633           -       8,633
         Stock-based compensation (Note 2(k))         1,308,700             -      2,480,500           -   2,480,500
--------------------------------------------------------------------------------------------------------------------

                                                      1,405,262        12,527      2,658,296      45,140   2,801,550

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


NET LOSS BEFORE DISCONTINUED OPERATIONS              (1,401,878)      (12,527)    (2,654,912)    (45,135) (2,796,772)

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


NET LOSS FOR THE PERIOD                              (1,401,878)      (92,983)    (2,654,912)   (112,718) (3,553,796)
=====================================================================================================================

Net Loss Before Discontinued Operations                   (0.27)        (0.00)         (0.53)      (0.01)
Loss from Discontinued Operations                             -         (0.02)             -       (0.02)
Net Loss Per Share - Basic and Diluted                    (0.27)        (0.02)         (0.53)      (0.03)
Weighted average number of common shares
outstanding                                           5,250,000     4,845,000      5,000,500    3,956,111
</table>
               (See accompanying notes to financial statements.)



   (The accompanying notes are an integral part of these financial statement


<page>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

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

<table>
<caption>
                                                                                             For the Nine
                                                                                             Months Ended
                                                                                             October 31,
                                                                                        2003              2002
                                                                                          $                 $
--------------------------------------------------------------------------------------------------------------------

                                                                                    <c>                <c>
OPERATING ACTIVITIES
Net loss for period                                                                     (2,654,912)        (112,718)

Adjustments to reconcile net loss to cash
         Depreciation and amortization                                                       5,323           41,648
         Stock-based compensation                                                        2,480,500                -

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

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

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

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

                              FINANCING ACTIVITIES
                                                    Proceeds from long-term debt                 -          200,000
                                         Proceeds from exercise of stock options           378,750                -
                                                   Repayment of mortgage payable                 -         (217,206)
                                                                Debt issue costs                 -          (37,000)
--------------------------------------------------------------------------------------------------------------------

                             Net Cash Provided By (Used In) Financing Activities           378,750          (54,206)
--------------------------------------------------------------------------------------------------------------------

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

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

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


                                     NON-CASH FINANCING AND INVESTING ACTIVITIES

                                              Purchase of Property and Equipment                 -        4,159,000
                                                        Issuance of Common Stock                 -          400,000
                                                  Assumption of Mortgage Payable                 -        3,150,000
                                                         Promissory Note Payable                 -          600,000


                            SUPPLEMENTAL DISCLOSURES

                                                                   Interest paid                 -          164,461
                                                               Income taxes paid                 -                -
</table>

               (See accompanying notes to financial statements.)



   (The accompanying notes are an integral part of these financial statement


<page>



                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                OCTOBER 31, 2003
--------------------------------------------------------------------------------
                            (Expressed in US Dollars)



NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, USA on April 12, 2000 under
the name Whistler  Investments,  Inc. The Company's  principal  business was the
exploration and development of mineral resources; however, during the period the
Company  abandoned its mineral property and currently does not have an operating
business (see Note 8).

These financial  statements  have been prepared on a going concern basis,  which
implies  the Company  will  continue  to realize  its assets and  discharge  its
liabilities in the normal course of business.  The Company has neither a history
of earnings nor has it paid any dividends and it is unlikely to pay dividends or
enjoy earnings in the immediate or foreseeable  future.  During the period since
inception  on April 12, 2000 to October  31,  2003,  the  Company  has  incurred
operating losses aggregating $3,553,796.  At October 31, 2003, the Company has a
working capital deficiency of $356,562 and a stockholders'  deficit of $199,246.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued financial support from its shareholders and other related parties, the
ability  of the  Company  to  obtain  necessary  equity  financing  to  continue
operations,  and the attainment of profitable operations.  There is no assurance
that the  Company  will  successfully  acquire  businesses  or assets  that will
produce a profit. Moreover, if a potential business or asset is identified which
warrants  acquisition  or  participation,  additional  funds may be  required to
complete the  acquisition  or  participation  and the Company may not be able to
obtain such financing on terms which are  satisfactory to the Company.  There is
substantial  doubt  concerning  the  Company's  ability to  continue  as a going
concern.  These  financial  statements  do not  include any  adjustments  to the
recoverability  and  classification of recorded asset amounts and classification
of liabilities  that might be necessary should the Company be unable to continue
as a going concern.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)       Cash and Cash Equivalents
     Cash equivalents  consist of highly liquid  investments,  which are readily
     convertible  into  cash  with  maturities  of  three  months  or less  when
     acquired.

b)       Use of Estimates
     The  preparation of financial  statements in conformity  with United States
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during  the  period.  Actual  results  could  differ  from  those
     estimates.

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

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

<page>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

j)       Mineral Properties
     The  Company  capitalized  the  acquisition  cost  of  mineral  properties.
     Exploration  costs,  such as prospecting  and  geophysical  analysis,  were
     expensed as incurred.  If a property was  subsequently  abandoned,  sold or
     determined  not to be economic,  all related costs were written  down.

<page>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

k)       Stock Based Compensation
     The Company  accounts  for  stock-based  awards using the  intrinsic  value
     method of accounting in accordance with Accounting Principles Board Opinion
     No. 25,  "Accounting  for Stock Issued to  Employees"  (APB 25).  Under the
     intrinsic value method of accounting, compensation expense is recognized if
     the exercise price of the Company's employee stock options is less than the
     market price of the  underlying  common stock on the date of grant.  During
     the quarter  ended  October 31, 2003,  the Company  granted  605,000  stock
     options  pursuant to the 2003 Stock  Option  Plan at an  exercise  price of
     $0.75 when the  prevailing  market price ranged from $5.05 - $5.98. A total
     of 220,000 stock options vested immediately and 133,000 were exercised with
     the remaining  balance  exercisable  over a period of one year. The Company
     charged stock based compensation expense of $1,308,700 to operations during
     the quarter ended October 31, 2003 and recorded  deferred  compensation  of
     $1,985,950 that will be expensed over the following twelve months.

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  (SFAS  123),  established  a fair value  based
     method of accounting for stock-based  awards.  Under the provisions of SFAS
     123,  companies that elect to account for stock-based  awards in accordance
     with the  provisions  of APB 25 are  required to disclose the pro forma net
     income (loss) that would have resulted from the use of the fair value based
     method under SFAS 123.

     During the period,  the  Company  adopted the  disclosure  requirements  of
     Statement  of  Financial  Accounting  Standards  No. 148,  "Accounting  for
     Stock-Based  Compensation -- Transition and Disclosure an Amendment of FASB
     Statement No. 123" (SFAS 148),  to require more  prominent  disclosures  in
     both  annual  and  interim  financial  statements  regarding  the method of
     accounting  for  stock-based  employee  compensation  and the effect of the
     method used on reported results. The pro forma information is as follows:
<table>
<caption>
                                                                       Three Months Ended               Nine Months Ended
                                                                          October 31,                      October 31,
                                                                       2003            2002           2003             2002
                                                                         $               $              $                $
     
                                                                 <c>           <c>          <c>            <c>
     Net loss -- as reported                                            (1,401,878)   (92,983)    (2,658,296)     (112,718)
     Add: Stock-based compensation expense included in net
        loss -- as reported                                              1,308,700         -       2,480,500             -
     Deduct: Stock-based compensation expense determined under
        fair value method                                               (1,316,465)        -      (2,512,223)            -
     Net loss -- pro forma                                              (1,409,643)   (92,983)    (2,690,019)     (112,718)
     Net loss per share (basic and diluted) -- as reported                   (0.27)     (0.02)         (0.53)        (0.03)
     Net loss per share (basic and diluted) -- pro forma                     (0.27)     (0.02)         (0.54)        (0.03)
</table>

     Among other factors, the Black-Scholes model considers the expected life of
     the option and the  expected  volatility  of the  Company's  stock price in
     arriving at an option valuation. For pro forma purposes, the estimated fair
     value of the  Company's  stock-based  awards is amortized  over the vesting
     period of the  underlying  instruments.  For the quarter  ended October 31,
     2003, the fair value of options granted using  Black-Scholes was determined
     using a risk free rate of 1%, volatility of 100%, and life of one year.

<page>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

l)       New Accounting Pronouncements
     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     SFAS  No.  150  establishes  standards  for how an  issuer  classifies  and
     measures  certain  financial   instruments  with  characteristics  of  both
     liabilities  and equity.  It requires  that an issuer  classify a financial
     instrument  that is within  its scope as a  liability  (or an asset in some
     circumstances).  The  requirements  of  SFAS  No.  150  apply  to  issuers'
     classification  and  measurement  of  freestanding  financial  instruments,
     including  those that  comprise  more than one option or forward  contract.
     SFAS No. 150 does not apply to  features  that are  embedded in a financial
     instrument  that is not a  derivative  in its  entirety.  SFAS  No.  150 is
     effective for financial  instruments entered into or modified after May 31,
     2003,  and  otherwise is effective  at the  beginning of the first  interim
     period  beginning  after June 15,  2003,  except for  mandatory  redeemable
     financial  instruments of non-public  entities.  It is to be implemented by
     reporting the cumulative effect of a change in an accounting  principle for
     financial  instruments created before the issuance date of SFAS No. 150 and
     still  existing  at  the  beginning  of the  interim  period  of  adoption.
     Restatement is not permitted. The adoption of this standard is not expected
     to have a  material  effect  on the  Company's  results  of  operations  or
     financial position.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition  and  Disclosure,"  which amends SFAS No. 123 to
     provide  alternative  methods of transition  for a voluntary  change to the
     fair  value  based   method  of   accounting   for   stock-based   employee
     compensation. In addition, SFAS No. 148 expands the disclosure requirements
     of SFAS No. 123 to require more  prominent  disclosures  in both annual and
     interim financial statements about the method of accounting for stock-based
     employee  compensation  and the  effect  of the  method  used  on  reported
     results. The transition provisions of SFAS No. 148 are effective for fiscal
     years ended after December 15, 2002. The disclosure  provisions of SFAS No.
     148 are effective for financial  statements for interim  periods  beginning
     after  December 15, 2002. The effect of adopting this standard did not have
     a material  effect on the  Company's  results of  operations  or  financial
     position.

     In June 2002, FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
     with Exit or Disposal  Activities".  The  provisions of this  Statement are
     effective for exit or disposal activities that are initiated after December
     31, 2002,  with early  application  encouraged.  This  Statement  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal  activities and nullifies  Emerging Issues Task Force (EITF) Issue
     No. 94-3, "Liability  Recognition for Certain Employee Termination Benefits
     and Other Costs to Exit an Activity  (including Certain Costs Incurred in a
     Restructuring)".  This  Statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred. The Company adopted SFAS No. 146 on February 1, 2003
     and  it did  not  have a  material  affect  on  the  Company's  results  of
     operations and financial position.

     FASB has also  issued  SFAS No.  145,  147 and 149 but they do not have any
     relationship  to the  operations of the Company  therefore a description of
     each and their respective impact on the Company's  operations have not been
     disclosed.

m)       Comprehensive Loss
     SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards for
     the reporting and display of  comprehensive  loss and its components in the
     financial statements. As at October 31, 2003, the Company has no items that
     represent comprehensive loss and, therefore, has not included a schedule of
     comprehensive loss in the financial statements.

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

<page>

NOTE 3 - PROPERTY AND EQUIPMENT

<table>
<caption>
                                                                                          October 31,     January 31,
                                                                                             2003            2003
                                                                        Accumulated        Net Book        Net Book
                                                         Cost           Amortization         Value           Value
                                                   ---------------------------------------------------------------------

                                                      <c>            <c>                 <c>             <c>
Furniture and fixtures                                  $ 4,819            $ 2,314         $ 2,505          $ 3,084
Computer equipment                                        5,211              3,475           1,736            2,555
                                                   ---------------------------------------------------------------------

                                                        $10,030            $ 5,789         $ 4,241          $ 5,639
                                                   =====================================================================
</table>


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

                                                     <c>              <c>             <c>                 <c>
License fees                                           $157,000            $ 3,925        $153,075            $    -
                                                   =====================================================================
</table>




NOTE 5 - RELATED PARTY TRANSACTIONS

a)   The Company  incurred  management fees of $2,800 and $4,000 to an officer
     during the quarters ended October 31, 2003 and 2002, respectively.

b)   The  Company  agreed to assume  debt in the amount of  $377,960  owing to a
     related party as part of a share purchase  agreement (see Note 5). The debt
     is  non-interest  bearing and was to be repaid as to $200,000 on January 2,
     2003 and $200,000 on January 31, 2004.  Late payments are subject to simple
     interest payable on the overdue principal at a fixed rate of 10% per annum,
     calculated  in  advance  monthly  commencing  on the day after a  principal
     payment is due. The Company  recorded  interest  expense of $22,048 for the
     nine-months ended October 31, 2003.


NOTE 6 - COMMON STOCK

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

b)   During the  quarter  ended  July  31, 2003,  the Company  issued a total of
     372,000  common shares  resulting from the exercise of  stock options at an
     exercise price of $0.75 for total proceeds of $279,000.

c)   The Company  established the 2003 Restricted Stock Plan ("the Plan') during
     the  quarter  ended July 31, 2003 and filed an S-8  Registration  Statement
     with the U.S.  Securities  and  Exchange  Commission.  The plan  allows the
     Company's  Board  of  Directors  to  issue up to  2,000,000  common  shares
     pursuant to the Plan as compensation for services rendered to the Company.

d)   During the quarter  ended July 31, 2003 the  Company's  Board of  Directors
     approved  a one for ten  reverse  stock  split of  common  shares  that was
     effective July 11, 2003. All share amounts have been retroactively adjusted
     to reflect the reverse stock split.

<page>

NOTE 7 - COMMITMENTS

On October 21, 2003 the Company  terminated  the licensing  agreement with NuAge
Electric Inc. in which the Company acquired 100% of the licensing rights related
to the manufacture and sale of electric  vehicles and products using proprietary
technology,  subject to a 20% royalty. On the same date the Company entered into
a new  Distribution and Licensing  Agreement ("the  Agreement") with RV Systems,
Inc.("RV"),  a  Nevada  corporation,  to  sell,  distribute  and/or  manufacture
specified  products and  applications  of portable  power systems (the "Licensed
Technologies"). The Licensed Technologies were developed by Lithium House, Inc.,
an affiliate of RV, and has licensed all product  development to RV for products
and applications of portable power systems.

The term of the  Agreement  commenced on October 21, 2003,  and  continues for a
period of five  years  and is  automatically  renewed  for  three  years  unless
terminated  by either  party with a minimum of ninety days written  notice.  The
Company is required to make  license  payments to Lithium  House as specified in
the Agreement.  The Company has made required payments  totalling $150,000 as of
October 31, 2003 and is required to pay for specified licensed products $250,000
no later than December 31, 2003, with a weekly minimum of $15,000. Also pursuant
to the Agreement the Company is required to pay Product Development  Payments of
$400,000,  on or before December 31, 2003, with a weekly minimum of $15,000, for
two- and three-wheeled  vehicles;  $200,000 for lawn and garden equipment, on or
before  December 31, 2003,  with a weekly  minimum of $15,000;  and  $1,000,000,
payable no later  than  March 31,  2004,  with a weekly  minimum of $35,000  for
neighborhood electric vehicles. As reimbursement to the Company, the Licensor is
required to pay proceeds from any sales of product  inventory  manufactured with
the financing provided by the Product Development Payments.

Litigation

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

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

<page>

NOTE 8 - ADVANCES PAYABLE

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


NOTE 9 - DISCONTINUED OPERATIONS

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

The purchase price was allocated as follows:

<table>
<caption>
                                                                                           $

                                                                                       <c>
Land                                                                                     930,000
Building                                                                               3,220,000
------------------------------------------------------------------------------------------------

                                                                                       4,150,000
================================================================================================
</table>

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

<table>
<caption>
                                                                                           $

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

                                                                                        (664,773)
=================================================================================================
</table>
The results of discontinued operations are summarized as follows:


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

                                                    <c>               <c>                  <c>
Revenues                                            $        -      $          -            $   286,330
============================================================================================================

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

Loss from discontinued operations                   $        -      $    (80,456)           $  (757,024)
============================================================================================================
</table>


<page>


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

FORWARD LOOKING STATEMENTS

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

PLAN OF OPERATION

During the period since inception on April 12, 2000 to October 31, 2003, we have
incurred operating losses aggregating $3,553,796.  At October 31, 2003, we had a
working capital deficiency of $356,562 and a stockholders'  deficit of $199,246.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued financial support from our shareholders and other related parties, our
ability to obtain  necessary equity  financing to continue  operations,  and the
attainment  of  profitable  operations.   Our  former  auditors  have  expressed
substantial doubt concerning our ability to continue as a going concern.

As of October 31, 2003, we had cash on hand of $30,577.  Our  liabilities at the
same date totaled  $387,139  and  consisted  primarily  of accounts  payable and
accrued  liabilities  of $58,790 and a related  party  payable of $328,349.  The
related  party payable  consisted of a payable due to Salim S. Rana  Investments
Corp., in connection with our previous  acquisition of the Azra shopping center.
The promissory note in the principal  amount of $600,000 issued to Salim S. Rana
Investments  Corp. in connection  with the Azra shopping  center was dated as of
April 10, 2002,  provided for repayment of principal in three equal installments
of principal of $200,000 each on October 1, 2002, January 2, 2003 and January 2,
2004, and bore no interest as long as the installment  payments were made. As of
October 31, 2003,  $328,349 in principal  amount was  outstanding  on this note;
Salim S. Rana  Investments  Corp.  waived  payment of interest  on the  $128,349
overdue portion of the unpaid principal amount.

         We anticipate that our administrative costs and expenses to acquire the
licenses  from  RV  Systems,   Inc.  over  the  next  12-month  period  will  be
approximately  $2,500,000,  if we secure rights to all licensed products.  We do
not have  sufficient  cash on hand to meet  these  anticipated  obligations.  In
addition  at  October  31,  2003,  the  Company  was  indebted  to Salim S. Rana
Investments Corp. in the amount of $328,349. The Company has no present plans as
to the manner in which it will be able to repay such debt. 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 raise additional
financing to repay this debt and to cover operating deficits.

<page>

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

Distribution and Licensing Agreement With RV Systems, Inc.

On October 21, 2003, the original  Licensing  Agreement  between Whistler and Nu
Age Electric Inc was  terminated,  and we entered  into a new  Distribution  and
Licensing   Agreement  (the  "Agreement")  with  RV  Systems,   Inc.,  a  Nevada
corporation,  for the worldwide  arena (with the exception of India for the two-
and three-wheeled vehicle technology) to sell, distribute and/or manufacture (or
arrange  for the  sale,  distribution  or  manufacture  of)  specified  products
utilizing the portable power systems (the "Licensed Technologies"), developed by
Lithium House, Inc., a California  corporation with principal offices located in
Van Nuys,  California.  Lithium  House is an  affiliate  of RV Systems,  and has
licensed all product  development to RV Systems for products and applications of
portable power systems  utilizing  Lithium House's  proprietary  lithium battery
technology.  The Agreement with RV Systems covers Licensed Technologies in three
separate product groups: two- and three-wheeled  vehicles to be manufactured and
sold in all countries of the world except India; lawn and garden equipment to be
manufactured and sold in all countries of the world;  and Neighborhood  Electric
Vehicles ("NEV's")to be manufactured and sold in all countries of the world.

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

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

The  Company is  required  to pay the  Licensor  the  technology  payments  (the
"Technology  Payments")  (to be paid  to  Lithium  House)  as  specified  in the
Agreement  ($100,000 for two- and three-wheeled  vehicles,  and $50,000 for lawn
and garden  equipment) to be paid on or before October 31, 2003,  which payments
have been made. For NEV's we are required to pay $250,000 no later than December
31, 2003, with a weekly minimum of $15,000. We are also required to pay Licensor
product development payments of $400,000, on or before December 31, 2003, with a
weekly minimum of $15,000,  for two- and  three-wheeled  vehicles;  $200,000 for
lawn and garden equipment, on or before December 31, 2003, with a weekly minimum
of $15,000; and $1,000,000,  payable no later than March 31, 2004, with a weekly
minimum of $35,000 for NEV's ("Product Development Payments").  As reimbursement
to the Company, Licensor is required to pay to us the proceeds from any sales by
Licensor of product inventory  manufactured  with the financing  provided by the
Product  Development  Payments  as and when that  product  inventory  is sold by
Licensor.

<page>

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


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

We incurred a net loss of $2,654,912 for the nine-month period ended October 31,
2003 including  $2,480,500 in stock based compensation  relating to our grant of
stock  options  during the  quarter,  management  fees of  $68,139,  general and
administrative costs of $55,110,  professional fees of $29,339,  $11,252 in rent
and office  costs,  $8,633 of  research  and  development  expense and $5,323 in
depreciation expense relating to computer equipment, furniture and fixtures.

Our net  loss  for the  nine-month  period  ended  October  31,  2003  increased
substantially  from the comparative period in fiscal 2002 (from $112,718 in 2002
to $2,654,912 in 2003). This was primarily due to the previously mentioned stock
based  compensation in 2003 recorded at $2,480,500,  compared with none in 2002,
and increases in  administrative  costs from $14,616 in 2002 to $55,110 in 2003,
and  management  and  consulting  fees from  $22,500 in 2002 to $68,139 in 2003,
resulting from a general increase in our business activities.


PART II- OTHER INFORMATION


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.

<PAGE>

                                   SIGNATURES

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

                                             Whistler Investments, Inc.

                                                   /s/  Holly Roseberry
                                             --------------------------
                                                        Holly Roseberry
                                                 President and Director
                                          (Principal Executive Officer)

                                                   Dated: July 28, 2004

                                             Whistler Investments, Inc.

                                                   /s/ Mehboob Charania
                                                  ---------------------
                                                       Mehboob Charania
                                                   Treasurer and C.F.O.
                                          (Principal Financial Officer)
                                                           and Director

                                                   Dated: July 28, 2004



<PAGE>