UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

         For  the  quarterly  period  ended  July 31,  2002

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

         For  the  transition  period to


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

                           WHISTLER INVESTMENTS, INC.

          (Exact name of small Business Issuer as specified in its charter)

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

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

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

                                 NOT APPLICABLE
   -----------------------------------------------------------------
   (Former  name,  former address and former fiscal year, if changed
                       since  last  report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days  [  ]  Yes    [X]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as of the latest practicable date:    48,450,000 Shares of Common Stock,
$0.001  par  value  outstanding  as  of  July 31,  2002.

                                       1
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements

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

<PAGE>

                       WHISTLER INVESTMENTS, INC.

               INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                           JULY 31, 2002

                  (Unaudited - Prepared by Management)

<PAGE>


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

<TABLE>
<CAPTION>

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

CAPITAL ASSETS  (Note 3)             4,136,446                           7,503
MINERAL PROPERTY                         5,150                           5,150
DEBT ISSUE COSTS                        37,000                               -
------------------------------------------------------------------------------------
                                  $  4,186,282                    $      23,991
====================================================================================

      LIABILITIES

CURRENT
  Accounts payable and            $     48,068                    $       8,082
   other current liabilities
  Current portion of                   468,670                                -
  long-term debt (Note 4)

------------------------------------------------------------------------------------
                                       516,738                            8,082
====================================================================================

LONG-TERM DEBT  (Note 4)             3,273,370                                -
------------------------------------------------------------------------------------
                                     3,790,108                            8,082
------------------------------------------------------------------------------------

      STOCKHOLDERS' EQUITY

PREFERRED STOCK, $0.001 par value per share
  Authorized - 5,000,000 shares
  Issued - Nil                              -                                -

COMMON STOCK, $0.001 par value per share
  Authorized - 70,000,000 shares
  Issued - 48,450,000 shares           48,450                            8,450
  (January 31,2002 - 8,450,000 shares)

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

</TABLE>

Approved on behalf of the Board:



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


                        See Accompanying Notes
<PAGE>

                     WHISTLER INVESTMENTS, INC.
            INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                 (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>


                         For Three           For Three        For Six        For Six
                      Months Ended        Months Ended   Months Ended   Months Ended
                     July 31, 2002       July 31, 2001  July 31, 2002  July 31, 2001
====================================================================================

<S>                   <C>                <C>             <C>            <C>
REVENUE
Rental income         $   110,101        $         -     $   110,101    $          -
Other revenue               2,773                263           2,778             760
------------------------------------------------------------------------------------
                          112,874                263         112,879             760

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

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

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

DEFICIT, BEGINNING OF PERIOD                           73,391           7,773
                                                 ----------------------------
DEFICIT, END OF PERIOD                            $    93,126    $     19,611
                                                 ============================

LOSS PER SHARE
  Basic and Diluted                                     $0.01           $0.01


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

</TABLE>

                             See Accompanying Notes
<PAGE>

                        WHISTLER INVESTMENTS, INC.
               INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                   (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>


                         For Three           For Three        For Six        For Six
                      Months Ended        Months Ended   Months Ended   Months Ended
                     July 31, 2002       July 31, 2001  July 31, 2002  July 31, 2001
====================================================================================

<S>                   <C>                <C>             <C>            <C>

CASH FLOWS
PROVIDED BY
(USED FOR):

OPERATING ACTIVITIES
 Net loss             $  (4,150)         $   (5,411)     $   (19,735)   $   (11,838)
 for the period

Adjusted for item not affecting cash:

   Amortization          20,591                   -           21,057              -
-----------------------------------------------------------------------------------
                         16,441              (5,411)           1,322        (11,838)
-----------------------------------------------------------------------------------

Net changes in non-cash working capital items:
Prepaid expenses         (6,000)                  -          (7,180)              -
Accounts payable         34,860               1,502          39,986           3,000
and other current
liabilities
-----------------------------------------------------------------------------------
                         28,860               1,502          32,806           3,000
-----------------------------------------------------------------------------------
                         45,301              (3,909)         34,128          (8,838)
-----------------------------------------------------------------------------------

FINANCING ACTIVITIES
Repayments of            (7,960)                  -          (7,960)              -
mortgage payable

Debt issue costs        (37,000)                  -         (37,000)              -
-----------------------------------------------------------------------------------
                        (44,960)                  -         (44,960)              -
-----------------------------------------------------------------------------------

INCREASE (DECREASE)         341              (3,909)        (10,832)         (8,838)
IN CASH

CASH, BEGINNING OF PERIOD

                            165               73,779          11,338          78,708
------------------------------------------------------------------------------------
CASH, END OF PERIOD
                      $     506           $   69,870     $       506     $    69,870
====================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
   Interest          $   64,730                 -      $    64,730               -
   Income taxes               -                 -                -               -

</TABLE>


                              See Accompanying Notes

<PAGE>

                            WHISTLER INVESTMENTS, INC.
             INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     (Unaudited - Prepared by Management)



<TABLE>
<CAPTION>
                                                            Additional
                                       Common Stock          Paid in      Accumulated     Total
                                       ----------------       Capital       Deficit
                                      Shares     Amount
====================================================================================================
<S>                                   <C>         <C>           <C>          <C>          <C>

BALANCE, as at January 31, 2001       8,450,000   $   8,450     $  80,850     $   (7,773) $  81,527


Issuance of stock for cash                    -           -             -              -          -

Net loss for the year                         -           -             -        (65,618)   (65,618)
----------------------------------------------------------------------------------------------------


BALANCE, as at January 31, 2002       8,450,000   $   8,450     $  80,850      $ (73,391) $  15,909


Issuance of stock for asset purchase 40,000,000      40,000       360,000              -    400,000

Net loss for the period                       -           -             -        (19,735)   (19,735)
----------------------------------------------------------------------------------------------------

BALANCE, as at July 31, 2002         48,450,000    $ 48,450     $ 440,850      $ (93,126) $ 396,174
====================================================================================================

</TABLE>


                          See Accompanying Notes
<PAGE>

                        WHISTLER INVESTMENTS, INC.
            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            JULY 31, 2002
                 (Unaudited - Prepared by Management)
==============================================================================



NOTE 1 - BASIS OF PRESENTATION

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

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

These financial statements have been prepared on a going concern basis, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. However, the Company has a
working capital deficiency of $507,246 as at July 31, 2002.  The Company has
neither a history of earnings nor has it paid any dividends and it is unlikely
to pay dividends or enjoy earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders and other related parties, the ability
of the Company to obtain necessary equity financing to continue operations,
and the attainment of profitable operations.  There is no assurance that the
Company will produce a profit. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.


NOTE 2 - ASSET ACQUISITION

By an agreement dated April 10, 2002, the Company acquired a 100% interest
in the real property and all buildings and improvements situated thereon,
known as the Azra Shopping Center, located in Las Vegas, Nevada.  The
purchase price was $4,150,000 payable as follows: a promissory note to
the vendor in the amount of $600,000; the issuance of 40,000,000 common
stock at a deemed price of $0.01 per share; and the assumption of a first
mortgage in the amount of $3,150,000.This transaction closed April 15, 2002,
however, operations were transferred effective May 1, 2002.

<PAGE>


                          WHISTLER INVESTMENTS, INC.
                NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 JULY 31, 2002
                      (Unaudited - Prepared by Management)
============================================================================

NOTE 3 - CAPITAL ASSETS

<TABLE>
<CAPTION>

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

</TABLE>

NOTE 4 - LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                              July 31,     January 31,
                                                                2002          2002
--------------------------------------------------------------------------------------

<S>                                                         <C>         <C>

a) Promissory Note - Due in 3 equal installments of
$200,000 on October 1, 2002, January 2, 2003 and
January 2,2004.  No interest is payable.  Late
payments are subject to simple interest payable on
the overdue principal at a fixed rate of 10% per
annum, calculated in advance monthly commencing on
the day after a principal payment is due.                   $  600,000   $          -


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

                                                             3,742,040

Less: current portion                                         (468,670)             -
--------------------------------------------------------------------------------------
                                                           $ 3,273,370   $          -
======================================================================================
</TABLE>

<TABLE>
<CAPTION>
Principle repayments:
-------------------------------------------
   <S>                      <C>

   2003                     $       432,632
   2004                             271,477
   2005                              76,679
   2006                              83,726
   2007                              90,648
-------------------------------------------

                            $       955,162
===========================================
</TABLE>

<PAGE>

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

FORWARD  LOOKING  STATEMENTS

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

OVERVIEW

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

Azra  Shopping  Center

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

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

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

The  Azra  Center  is  presently zoned C-1 Limited Commercial by the City of Las
Vegas.  This  zoning  classification  does  allow  for generally wide and varied
types  of  commercial retail and office type uses.  The existing development and
use  of  the  Azra  Center  as  a  multi-tenant  commercial  shopping

                                       10
<PAGE>

center  is  considered  consistent  with  the  current  zoning  designation  and
surrounding  developments  and  uses.  All  normal public utilities are directly
available  to  the Azra Center including public water, sanitation sewer, natural
gas,  electrical  power  and  telephone  service.

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

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

Queen  Mineral  Property

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

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

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

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

In  order  to  keep the Queen property claims in good standing, in June and July
2001  we  retained  Mr. Edward McCrossan to complete an assessment report on the
property.  British  Columbia  law  requires  that  a  holder of title to mineral
claims  must  spend  at  least  CDN$100  (US$63.67  as  of  April  30,  2002;
CDN$1=$0.6367)  per mineral claim unit per year in order to keep the property in
good  standing.  Since  the  Queen  property consists of 20 claim units, we were
required  to spend at least CDN$2,000 (US$ 1,273.40) on the claims by October 2,
2001.

                                       11
<PAGE>


When  Mr.  McCrossan staked the Queen property in September 2000, he gathered 50
rock  samples  from  the  claims  surface  and  sent  them  to  Acme  Analytical
Laboratories  Ltd.  to  be  analysed  for  metal content.  Results indicated the
presence of low-level anomalies in copper, molybdenum, zinc, silver and arsenic.
While  these  results  do not indicate the presence economic levels of metals on
the  property  surface,  they  do suggest that surface rocks contain significant
levels  of  copper and zinc.  As leaching caused by precipitation often tends to
carry  metals  such  as copper to greater soil depths, greater amounts of metals
may  be  encountered  below  surface.

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

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

<TABLE>
<CAPTION>
     <S>                                           <C>
     Geologist  at  $260  per  day:                $1,300
     Vehicle  rental                               $  228
     Hotel,  food,  gas,  miscellaneous:           $  338
     Assays                                        $  670
     Drafting,  typing,  photocopies               $  179

     Total:                                        $2,715
</TABLE>

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

Plan  of  Operations

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

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

2.     If  results  from  the first part of the phase one of the work program on
the Queen property are positive, we will attempt to raise the funds necessary to
complete  the recommended phase.  We expect to raise this money through the sale
of our securities on a private placement basis or from revenue from our interest
in the Azra Center.  Our ability to raise this money through the sale of shares,
estimated  to  be approximately $39,000, will depend on the market conditions at
the time, the price of copper and the results from the phase one program.  If we
are  unable  to  raise  the  necessary  funds, we will be forced to find a joint
venture  partner for exploration of the property or to abandon the property.  If
we locate a joint venture partner, we will likely be forced to provide it with a
portion  of  our  interest in the Queen property in exchange for a commitment to
fund  further  exploration.

                                       12
<PAGE>

3.     We will continue to manage the Azra Center and seek additional tenants to
lease  the  three  vacant suites totaling 3,600 square feet.  Based on our other
current  leases,  we expect that realize gross revenue of about $5,220 per month
from  the  rental  of  these  additional  suites  if  we  are  successful.

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

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

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

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

RESULTS  OF  OPERATIONS

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

We  incurred  operating  expenses  in  the amount of $117,024 for the three
month period  ending  July 31, 2002 including management fees totalling $4,000,
depreciation  expenses relating to our computer  equipment and furniture of
$20,591,general and administrative costs of 5,410.  This  compares  to  the
same three-month period in 2001 which incurred no management,  property
exploration  costs,  stock transfer  and  filing  or depreciation  costs,
professional  fees  of  $4,000  and general and administrative costs totaling
$1,674.  Total  operating  expenses  in  the  second quarter 2001 were 117,024.

Other  than  rental income  of  $110,101,  we  did only earned other revenue of
2,773 during the three-month period ending July 31, 2002. We do not anticipate
earning revenues from our mineral property until  such  time  as the development
of our mineral properties is completed. We are  presently  in the exploration
stage and we can provide no assurance that we will  be  successful  in
beginning and  completing  development of our mineral properties  or  earning
revenues from our mineral properties once development is complete. We expect
that monthly gross revenue from the suite leases at the Azra Shopping  Center
will  be approximately  $35,080.

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

FINANCIAL  CONDITION

Liquidity  and  Financial  Condition

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

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

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

Item  2.  Changes  in  Securities

     None

Item  3.  Defaults  upon  Senior  Securities

     None

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

     None

Item  5.  Other  Information

     None

Item  6.  Exhibits  and  Reports  on  Form  8-K.

EXHIBITS

     None

REPORTS  ON  FORM  8-K

     None





                                   SIGNATURES

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

WHISTLER  INVESTMENTS,  INC.

Date: September 18,  2002


By:  --------------------------
     Stacey  Fling
     President  and  director