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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-QSB/A

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

    For the quarterly period ended April 30, 2004
                                   --------------

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

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

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


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


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


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


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

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



State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  20,143,683 shares of $0.001 par value
common stock outstanding as of June 10, 2004.

<PAGE>

AS A PART  OF THE  REVIEW  BY THE  SECURITIES  AND  EXCHANGE  COMMISSION  OF THE
COMPANY'S PAST FILINGS UNDER THE SECURITIES  EXCHANGE ACT OF 1934, WE ARE FILING
THIS  AMENDMENT NO. 1 TO OUR FORM 10-QSB FOR OUR FISCAL  QUARTER ENDED APRIL 30,
2004 (THE "APRIL 2004 FORM  10-QSB"),  AS WELL AS AMENDING OUR ANNUAL REPORT FOR
OUR FISCAL YEAR ENDED  JANUARY 31, 2004.  THIS  AMENDMENT  NO. 1 AMENDS ONLY THE
INFORMATION SET FORTH UNDER THE CAPTIONS "FINANCIAL  STATEMENTS",  "MANAGEMENT'S
DISCUSSION  AND ANALYSIS OR PLAN OF OPERATION"  AND "LEGAL  PROCEEDINGS"  OF THE
APRIL 2004 FORM  10-QSB.  IN ORDER TO PRESERVE  THE NATURE AND  CHARACTER OF THE
DISCLOSURES  SET FORTH IN THE APRIL 2004 FORM  10-QSB AS OF JUNE 14,  2004,  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.

                                TABLE OF CONTENTS

                                                                        Page No.
     PART I.  FINANCIAL INFORMATION

     ITEM I - Unaudited Consolidated Financial Statements

         Consolidated Balance Sheets as of April 30, 2004
         (Unaudited) and January 31,2004                                       3

         Consolidated Statements of Operations
         for the Three Months Ended April 30, 2004 and 2003 (Unaudited)        4

         Consolidated Statements of Cash Flows for the Three
         Months Ended April 30, 2004 and 2003 (Unaudited)                      5

         Notes to Consolidated Financial Statements                            6

     ITEM 2 - Management's Discussion and Analysis of
         Financial Condition and Results of  Operations                        7


     PART II. OTHER INFORMATION



     ITEM 6 - Exhibits and Reports on Form 8-K



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

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

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

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





<PAGE>












                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 2004


<PAGE>





                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                                       April 30,       January 31,
                                                                                            2004              2004
                                                                                     (unaudited)         (audited)
                                                                                     (Restated -       (Restated -
                                                                                     see Note 9)      see Note 10)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>              <C>
ASSETS

CURRENT
     Cash                                                                        $    1,203,357   $      169,428
-------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                  1,203,357          169,428

PROPERTY AND EQUIPMENT (Note 3)                                                           2,197            3,219
DEFERRED FINANCING COSTS (Note 6)                                                       210,000                -
-------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                     $    1,415,554   $      172,647
===================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
     Accounts payable and accrued liabilities                                    $      223,446   $      133,017
     Due to related parties (Note 4)                                                      8,938          553,983
     Advances payable (Note 8)                                                            8,205            8,205
-------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                               240,589          695,205

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

TOTAL LIABILITIES                                                                     3,240,589          695,205
-------------------------------------------------------------------------------------------------------------------

Contingencies and Commitments (Notes 1 and 7)

STOCKHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK, $0.001 par value per share
     Authorized - 5,000,000 shares
     Issued - Nil                                                                                              -
COMMON STOCK, $0.001 par value per share
     Authorized - 21,000,000 shares
     Issued - 20,138,683 and 20,416,677 shares, respectively                             20,139           20,417
ADDITIONAL PAID IN CAPITAL                                                           13,802,736        5,933,133
SUBSCRIPTION RECEIVABLE                                                                       -          (50,000)
DEFERRED COMPENSATION (Note 2(j))                                                      (151,950)        (266,000)
DEFICIT                                                                             (15,495,960)      (6,160,108)
-------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                          (1,825,035)        (522,558)
-------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $    1,415,554   $      172,647
===================================================================================================================
</TABLE>


                                       F-1

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

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                     For the Three     For the Three       Accumulated from
                                                                                                             April 12, 2000
                                                                     Months  Ended                      (Date of Inception)
                                                                         April 30,                             to April 30,
                                                                              2004     Months  Ended                   2004
                                                                       (unaudited)         April 30,            (unaudited)
                                                                   (Restated - see              2003        (Restated - see
                                                                           Note 9)       (unaudited)                Note 9)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>                <C>
EXPENSES
     Depreciation and amortization                               $           1,022  $            466  $               7,833
     Licensing fees                                                        950,000                 -              1,393,400
     Management and consulting fees (Note 4(a))                            793,975                 -                986,971
     General and administrative                                            166,909             1,534                289,557
     Professional fees                                                      58,909             2,600                220,978
     Rent and office                                                           803             2,297                 37,253
     Write-off of mineral property                                               -                 -                  5,150
     Research and development                                               37,484                 -                 57,752
     Stock-based compensation (Note 2(i))                                7,296,750                 -             11,690,750
----------------------------------------------------------------------------------------------------------------------------

                                                                       (9,305,852)             6,897             14,689,644

INTEREST EXPENSE                                                            30,000                 -                 54,070

OTHER (INCOME)                                                                   -                 -                (4,778)
----------------------------------------------------------------------------------------------------------------------------

NET LOSS BEFORE DISCONTINUED OPERATIONS                                (9,335,852)           (6,897)           (14,738,936)

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

NET LOSS FOR THE PERIOD                                          $     (9,335,852)  $        (6,897)  $        (15,495,960)
============================================================================================================================

Net Loss Before Discontinued Operations                          $          (0.46)  $         (0.00)
Loss from Discontinued Operations                                $               -  $              -
Net Loss Per Share - Basic and Diluted                           $          (0.46)  $         (0.00)
Weighted average number of common shares outstanding                    20,391,000        14,535,000
</TABLE>


                                       F-2

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

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                                   For the Three
                                                                                   Months  Ended
                                                                                       April 30,      For the Three
                                                                                            2004      Months  Ended
                                                                                     (unaudited)          April 30,
                                                                                     (Restated -               2003
                                                                                     see Note 9)        (unaudited)
--------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
OPERATING ACTIVITIES
Net loss for the period                                                         $   (9,335,852)   $      (6,897)

Adjustments to reconcile net loss to cash
     Depreciation and amortization                                                       1,022              466
     Stock-based compensation                                                        7,296,750                -

Changes in operating assets and liabilities
     (Decrease) increase in accounts payable and accrued liabilities                   (39,572)           2,600
--------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                               (2,077,652)          (3,831)
--------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from exercise of stock options                                           686,625                -
     Proceeds from loan financing                                                    3,000,000                -
     Payment of financing fees                                                         (80,000)               -
     Repayment of related party advances                                              (545,044)               -
     Proceeds from share subscriptions receivable                                       50,000                -
     Advances from shareholder                                                               -            3,786
--------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                            3,111,581            3,876
--------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                                          1,033,929              (45)

CASH, BEGINNING OF PERIOD                                                              169,428              104
--------------------------------------------------------------------------------------------------------------------

CASH, END OF YEAR                                                               $    1,203,357    $          59
====================================================================================================================


SUPPLEMENTAL DISCLOSURES

Interest paid                                                                           80,000               -
Income taxes paid                                                                            -              --


WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
---------------------------------------------------------------------------------------------------------------------------
(Expressed in US Dollars)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       F-3

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


<PAGE>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2004
                            (Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, USA on April 12, 2000 under
the name Whistler  Investments,  Inc. The Company's  principal  business was the
exploration and development of mineral resources; however, during the prior year
the  Company  abandoned  its mineral  property  and  currently  does not have an
operating business and is a development stage company as defined by Statement of
Financial Accounting Standard ("SFAS") No. 7.

These financial  statements  have been prepared on a going concern basis,  which
implies  the Company  will  continue  to realize  its assets and  discharge  its
liabilities in the normal course of business.  The Company has neither a history
of earnings nor has it paid any dividends and it is unlikely to pay dividends or
enjoy earnings in the immediate or foreseeable  future.  During the period since
inception  on April  12,  2000 to April  30,  2004,  the  Company  has  incurred
operating  losses  aggregating  $15,495,960.  At April 30, 2004, the Company has
working  capital of $962,768  and a  stockholders'  deficit of  $1,825,035.  The
continuation  of the Company as a going concern is dependent  upon the continued
financial  support from its shareholders and other related parties,  the ability
of the Company to obtain necessary equity financing to continue operations,  and
the attainment of profitable operations.  There is no assurance that the Company
will  successfully  acquire  businesses  or assets  that will  produce a profit.
Moreover,  if a  potential  business  or  asset  is  identified  which  warrants
acquisition or  participation,  additional funds may be required to complete the
acquisition  or  participation  and the  Company  may not be able to obtain such
financing on terms which are  satisfactory to the Company.  There is substantial
doubt  concerning the Company's  ability to continue as a going  concern.  These
financial  statements do not include any adjustments to the  recoverability  and
classification of recorded asset amounts and  classification of liabilities that
might be necessary should the Company be unable to continue as a  going concern.

On January 19, 2004,  the Company  entered into an  Investment  Agreement  and a
Registration  Rights Agreement ("the  Agreement") with Dutchess Private Equities
Fund, L.P. (Dutchess).  Pursuant to the Agreement,  the Company may periodically
"put" or require  Dutchess to purchase  shares of common  stock at below  market
prices in exchange for the  utilization  of a ten million  dollar equity line of
financing.  The  Agreement  requires  the  Company to file an SB-2  Registration
Statement with the Securities and Exchange  Commission to register for resale by
Dutchess the shares of common stock purchased. The Registration Statement was to
be filed  within 30 days of the  issuance  of the  Company's  audited  financial
statements  for the fiscal year ended January 31, 2004.  The Company was granted
an extension to July 31, 2004.

During the three  month  period  ended  April 30,  2004,  the  Company  received
financing  of three  million  dollars  from  Sterling  Capital,  Inc. The amount
received is in the form of a non-recourse  loan  collateralized by the Company's
common shares. (See Note 7).


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

<PAGE>


WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

d)   Licensing Fees
     Licensing  fees  related to Product  Licensing  Agreements  are expensed as
incurred.

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

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

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

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

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

j)   Stock Based Compensation
     The Company  accounts  for  stock-based  awards using the  intrinsic  value
     method of accounting in accordance with Accounting Principles Board Opinion
     No. 25,  "Accounting  for Stock Issued to  Employees"  (APB 25).  Under the
     intrinsic value method of accounting, compensation expense is recognized if
     the exercise price of the Company's employee stock options is less than the
     market price of the underlying common stock on the date of grant.

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

     Deferred Compensation
     During the quarter ended April 30, 2004, the Company amortized  $114,000 of
     deferred  compensation  that has been recorded as stock based  compensation
     and charged to operations.

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

     The pro forma information is as follows:
<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  April 30,
                                                                                           2004                2003
                                                                                            $                    $
    <S>                                                                                   <C>                   <C>
     Net loss -- as reported                                                              (9,335,852)           (6,897)
     Add: Stock-based compensation expense included in net loss -- as
     reported                                                                              7,296,750                 -
     Deduct: Stock-based compensation expense determined under fair
     value method                                                                         (7,307,993)                -
     Net loss -- pro forma                                                                (9,347,095)           (6,897)
     Net loss per share (basic and diluted) -- as reported                                         (0.46)           (0.00)
     Net loss per share (basic and diluted) -- pro forma                                           (0.46)           (0.00)
</TABLE>

     The fair value for options granted was estimated at the date of grant using
     the   Black-Scholes   option-pricing   model.   Under   the   Black-Scholes
     option-pricing  model,  the weighted  average  fair value of stock  options
     granted  during the  quarter  was $2.81.  There was no  dilutive  impact of
     potential  common shares  associated with stock options,  by application of
     the treasury  stock  method,  for the quarter  ended April 30, 2004, as the
     Company had a net loss.

     Among other factors, the Black-Scholes model considers the expected life of
     the option and the  expected  volatility  of the  Company's  stock price in
     arriving at an option valuation. For pro forma purposes, the estimated fair
     value of the  Company's  stock-based  awards is amortized  over the vesting
     period of the  underlying  instruments.  The fair value of options  granted
     using  Black-Scholes  was determined  using the following  weighted average
     assumptions.

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

j)   Stock Based Compensation (continued)
                                                             Three Months Ended
                                                                  April 30,
                                                             2004           2003
                                                               $              $
     Expected dividend yield                                  0%               -
     Risk-free interest rate                               1.39%               -
     Expected volatility                                     50%               -
     Expected life from the vesting date (in years)     One year               -

k)   New Accounting Pronouncements
     In December  2003,  the United States  Securities  and Exchange  Commission
     issued Staff Accounting Bulletin No. 104, "Revenue  Recognition" (SAB 104),
     which supersedes SAB 101,  "Revenue  Recognition in Financial  Statements."
     The primary purpose of SAB 104 is to rescind accounting  guidance contained
     in SAB 101  related to multiple  element  revenue  arrangements,  which was
     superseded  as a result of the  issuance  of EITF  00-21,  "Accounting  for
     Revenue Arrangements with Multiple  Deliverables." While the wording of SAB
     104 has  changed  to  reflect  the  issuance  of EITF  00-21,  the  revenue
     recognition  principles of SAB 101 remain largely unchanged by the issuance
     of SAB 104. The  adoption of SAB 104 did not have a material  impact on the
     Company's financial statements.

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

l)   Comprehensive Loss
     SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards for
     the reporting and display of  comprehensive  loss and its components in the
     financial  statements.  As at April 30,  2004 and 2003,  the Company has no
     items  that  represent  comprehensive  loss  and,  therefore,  there  is no
     difference from net loss.

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

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

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                                           April 30,      January 31,
                                                                                             2004            2004
                                                                        Accumulated        Net Book
                                                         Cost           Amortization         Value      Net Book Value
                                                   ---------------------------------------------------------------------
<S>                                                          <C>                <C>             <C>               <C>
Furniture and fixtures                                      $ 4,819            $ 3,316         $ 1,503          $ 2,004
Computer equipment                                            5,211              4,517             694            1,215
                                                   ---------------------------------------------------------------------

                                                           $ 10,030            $ 7,833         $ 2,197          $ 3,219
                                                   =====================================================================
</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

a)   The Company incurred management fees of $12,769 (2003 - $Nil) to an officer
     during the years ended January 31, 2004 and 2003, respectively.

b)   The Company  repaid  amounts  owing to  a majority  stockholder of $545,044
     during the three month period ended April 30, 2004.


NOTE 5 - STOCKHOLDERS' EQUITY

Common Shares
a)   During the quarter ended April 30, 2004 the Company issued 2,746,500 common
     shares at an exercise  price of $0.25  resulting from the exercise of stock
     options for total proceeds of $686,625.
b)   During the quarter ended April 30, 2004,  the Company  entered into a Stock
     Redemption  and Reissuance  Agreement (the "Redemption  Agreement"),  dated
     as of February 10, 2004, with Salim S. Rana Investments Corp. (SSRIC),  our
     major stockholder. Pursuant to which SSRIC on February 10,2004, contributed
     3,000,000  (split  adjusted)  shares of our  common stock  to our treasury.
     Under  the  Redemption  Agreement,  SSRIC  contributed  the  Shares  to the
     Company's treasury at no cost to the Company.  The  Company had the ability
     under  the  Redemption Agreement,  and did,  utilize the shares  for proper
     corporate purposes,including option exercises and issuances to consultants.
     Under the  Redemption Agreement,  the  Company  is obligated  to return the
     Shares, at no cost,  to SSRIC.  On June 3, 2004,  the Company  reissued the
     3,000,000 shares contributed to the Company's treasury by SSRIC.
c)   During the quarter ended April 30, 2004,  the Company's  Board of Directors
     approved a three for one split of common  shares,  which  become  effective
     March 10,  2004.  Stockholders  of record were  entitled to three shares of
     common stock for each share held on that date. All per share amounts in the
     consolidated  financial  statements  have been  retroactively  adjusted  to
     reflect the stock split.
d)   During  the  prior  year July 31,  2003 the  Company's  Board of  Directors
     approved  a one for ten  reverse  stock  split of  common  shares  that was
     effective July 11, 2003. All share amounts have been retroactively adjusted
     to reflect the reverse stock split.

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------
NOTE 6 - LOAN PAYABLE

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


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

These additional  agreements require Technology and Product Development Payments
of  $2,500,000  ($250,000  for  watercraft,  due no later than  March 31,  2004;
$2,000,000  for solar  houses,  $500,000 of which is payable no later than March
31, 2004, and  $1,500,000,  due no later than October 31, 2004; and $250,000 for
lithium battery power packs,  $50,000 of which is payable no later than June 30,
2004 and $200,000 of which is payable no later than  September 30, 2004).  As of
April 30, 2004 the Company had paid  $1,393,400 in license  fees.  Total license
fees payable under the License Agreement and amendments are $4,500,000,  leaving
$3,106,600 in license fees payable subsequent to April 30, 2004.

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

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 7 - COMMITMENTS (continued)

Remaining obligations under the Agreement are as follows:

Year Ended January 31,

2005                                                                   1,400,000
2006                                                                   1,706,600
                                                                   -------------

                                                                       3,106,600
                                                                   =============


Litigation

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

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

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


NOTE 8 - ADVANCES PAYABLE

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

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 9 - RESTATEMENTS

The Company is restating its  financial  statements as of April 30, 2004 and for
the three month period then ended due to the write off of previously capitalized
licensing fees (refer to Note 7). The amount of anticipated future revenues from
technology  and  product  development  payments  cannot  be  determined  with  a
reasonable  level of certainty by the Company.  In addition to the  restatements
noted below certain other revisions to the financial  statement note disclosures
were  made to  improve  the  overall  presentation  of the  Company's  financial
statements. The nature of the restatements are as follows:
<TABLE>
<CAPTION>
                                                                                               Accumulated from
                                                                          For the three      April 12, 2000 (Date
                                                                           months ended          of Inception)
                                                                            April 30,            to April 30,
                                                                               2004                  2004
Statement of Operations                                                         $                      $
<S>                                                                            <C>                    <C>
Net loss as previously reported                                              (8,384,847)             (14,113,330)

Corrections affecting net loss:

Write-off of patent costs                                                        (1,005)                  (1,005)
Write-off of licensing fees                                                    (950,000)              (1,381,625)
--------------------------------------------------------------------------------------------------------------------

Net loss as restated                                                         (9,335,852)             (15,495,960)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   For the three
                                                                                                 months ended April
                                                                                                        30,
                                                                                                       2004
                                                                                                        $
<S>                                                                                                     <C>
Loss per share as previously reported                                                                     (0.41)

Loss per share on restatements                                                                            (0.05)
--------------------------------------------------------------------------------------------------------------------

Loss per share as restated                                                                                (0.46)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                                         April 30,
                                                                           2004                         April 30,
                                                                        Previously                        2004
                                                                         Reported      Adjustment      As Restated
Balance Sheet                                                                $              $               $
<S>                                                                         <C>            <C>             <C>
Intangible Assets                                                        1,382,630     (1,382,630)               -
--------------------------------------------------------------------------------------------------------------------

Total Assets                                                             2,798,184     (1,382,630)       1,415,554
--------------------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                               (442,405)    (1,382,630)      (1,825,035)
--------------------------------------------------------------------------------------------------------------------



Statement of Cash Flows

Net Cash Used in Operating Activities                                   (1,126,647)      (951,005)      (2,077,652)
--------------------------------------------------------------------------------------------------------------------


Net Cash Used in Investing Activity                                       (951,005)       951,005                -
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 10 - PRIOR YEAR RESTATEMENT

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


NOTE 11 - SUBSEQUENT EVENT

During the prior year, the Company issued 3,375,000 (split adjusted)  restricted
common shares to RS  International  Consultants  GMBH ("RS"),  an  international
business consulting company,  pursuant to a $5,000,000 financing agreement.  The
financing  agreement  did not close and the Company did not obtain any financing
from RS. The Company was returned the restricted common share certificates by RS
which were cancelled in May, 2004.

<PAGE>

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

FORWARD LOOKING STATEMENTS

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


THREE MONTHS ENDED APRIL 30, 2004 and 2003

We incurred a net loss of  $8,384,847  the three  months  ended April 30,  2004,
which  included  management  and  consulting  fees  of  $793,975,   general  and
administrative  costs of $165,904,  professional fees of $58,909,  and $1,022 in
depreciation expense.


Our net  loss  for  the  three-month  period  ended  April  30,  2004  increased
substantially from the comparative period in fiscal 2003 (from $6,897 in 2003 to
$9,335,852  in  2004).  This was  primarily  due to  $7,296,750  in  stock-based
compensation  and  license  fee expense of  $950,000,  as compared  with none in
either   category  in  the   comparable   period  in  2003,   and  increases  in
administrative costs from $1,534 in 2003 to $166,909 in 2004, and management and
consulting  fees  from  none in 2003 to  $793,975  in  2004.  The  increases  in
management and consulting fees and administrative  costs resulted from a general
increase in our business activities under the license agreement with RV Systems,
Inc.,   including   accounting  and  legal  matters,   technology   development,
development of a business plan,  media exposure and contacts for the technology,
trade show  appearances,  and joint  venture  partner  development,  both in the
United States and in India and China.

Stock based  compensation  was used instead of cash consulting fees for business
development  consulting  services.  In the period ended April 30, 2004, Whistler
incurred  $7,296,750  of  stock  based  compensation  for  business  development
consulting services,  which services primarily consisted of incorporation of the
Company's current electric power pack technology in its business,  introductions
to and negotiation with potential joint venture partners in India and China, and
with  potential  joint  venture  partners  or  customers  in the United  States,
including  Powerski (with which  negotiations are on hold at present).  Whistler
believes  that it was  appropriate  to utilize the stock based  compensation  to
conserve cash for expenditures  that require cash, such as license fee payments,
equipment purchases,  management salaries and other overhead, marketing expenses
and trade shows and legal and accounting expenses.

We also incurred interest expense of $30,000 related to a loan payable (see Note
7 to Financial Statements).

PLAN OF OPERATION
     During the period since  inception on April 12, 2000 to April 30, 2004,  we
have incurred  operating losses aggregating  $15,495,960.  At April 30, 2004, we
had   working   capital   of   $962,768   and   a   stockholders'   deficit   of
$1,825,035442,405.  The  continuation  of the  Company  as a  going  concern  is
dependent upon the continued  financial  support from our shareholders and other
parties,   our  ability  to  obtain   necessary  equity  financing  to  continue
operations,  and the  attainment  of  profitable  operations.  Our auditors have
expressed  substantial  doubt  concerning  our  ability to  continue  as a going
concern.

     As of April 30, 2004, we had cash on hand of $1,203,357. Our liabilities at
the same date totaled $3,240,589 and consisted primarily of accounts payable and
accrued liabilities of $223,446 and a loan payable of $3,000,000.  We anticipate
that our license fee expenses to acquire the licenses from RV Systems, Inc. will
be in excess of $3,100,000,  if we secure rights to all licensed  products,  and
that up to $1,000,000 of  additional  working  capital will be required over the

<PAGE>

next 12 months for market  introduction of these products  through joint venture
partners  or  otherwise.  We do not have  sufficient  cash on hand to meet these
anticipated obligations.


Distribution and Licensing Agreement With RV Systems, Inc.

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

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

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

          The Company is required to pay the  Licensor the  technology  payments
(the  "Technology  Payments")  (to be paid to Lithium House) as specified in the
License Agreement ($100,000 for two- and three-wheeled vehicles, and $50,000 for
lawn and garden  equipment) to be paid on or before  October 31, 2003. For NEV's
we are required to pay $250,000 no later than  December 31, 2003,  with a weekly
minimum of $15,000.  We are also  required to pay Licensor  product  development
payments of $400,000,  on or before  December 31, 2003, with a weekly minimum of
$15,000,  for two- and  three-wheeled  vehicles;  $200,000  for lawn and  garden
equipment, on or before December 31, 2003, with a weekly minimum of $15,000; and
$1,000,000,  payable  no later  than March 31,  2004,  with a weekly  minimum of
$35,000 for NEV's ("Product  Development  Payments").  We have signed additional
amendments  to the License  Agreement as of January 5,  February 2 and March 20,
2004,  covering power systems for  watercraft,  solar houses and lithium battery
power packs,  respectively.  These additional  agreements require Technology and
Product  Development  Payments of $2,500,000  ($250,000 for  watercraft,  due no
later than March 31, 2004;  $2,000,000  for solar  houses,  $500,000 of which is
payable no later than March 31, 2004, and $1,500,000,  due no later than October
31,  2004;  and $250,000 for lithium  battery  power packs,  $50,000 of which is
payable no later than June 30,  2004 and  $200,000  of which is payable no later
than  September  30, 2004.  As of April 30,  2004,  we have paid an aggregate of
$1,393,400 in license payments to RV Systems,  and are continuing weekly license
fee payments of approximately  $35,000,  as per a supplemental  letter agreement
with RV Systems  dated  February 3, 2004.  Total  license fees payable under the
License   Agreement  and  amendments  are  $4,500,000,   leaving   approximately
$3,100,000  in  license  fees  payable  subsequent  to  April 30,  2004.   As
reimbursement to  the Company,  Licensor is  required  to pay to us the proceeds
from any sales by Licensor of product inventory manufactured with  the financing
provided by the Product  Development Payments as and when that product inventory
is sold by Licensor.

<PAGE>

Commercial Initiatives

China

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

India

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

Powerski

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


U.S. Navy

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

Electric Cars

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

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

Austin Energy

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

         We have purchased a 2004 Chrysler PT Cruiser -- we are commencing  work
on the prototype for Austin Energy, and hope to have it ready for testing in the
second quarter of this year.

<PAGE>

Solium Power Corp.

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


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


5.2     Liquidity and Capital Resources

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


         On January 20, 2004, we announced  agreement  for a $10 million  equity
line with Boston-based Dutchess Private Equities Fund, LP. We currently intend
to file the necessary  registration documents with the SEC. Under our agreements
with  Dutchess,  the  date by  which we are  required  to file the  registration
statement for the equity line has been extended to August 31, 2004.  There is no
assurance  that we will be  successful  in  completing  the  filings  for and/or
utilizing this possible financing source.

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

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

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

<PAGE>

     We have raised equity capital  through  issuances of common stock and debt.
During the year ended  January 31, 2004,  we received  proceeds of $589,500 from
the exercise of  stock options  and $150,000  from the issuance of common stock,
and during the three  months  ended  April  30, 2004,  we  received  proceeds of
$686,625  from the  exercise of stock  options and $50,000  from the issuance of
common stock.

          Our current  operating  funds are less than  necessary to complete the
license  payments to RV Systems  for  commercialization  of  products  utilizing
Lithium House portable power systems under the License Agreement,  and therefore
we will need to obtain  additional  financing  in order to complete our business
plan.  Our  business  plan will  require  substantial  additional  financing  in
connection with the initial commercialization of the products under  the License
Agreement.  We  anticipate  that our license fee expense to acquire the licenses
from RV Systems,  Inc. will be in excess of  $3,100,000,  if we secure rights to
all licensed  products,  and that up to $1,000,000 of additional working capital
will be  required  over the next 18  months  for  market  introduction  of these
products through joint venture partners or otherwise.  We do not have sufficient
cash on hand to meet these anticipated obligations.


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

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

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

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

Item 3. Controls and Procedures.

As of the end of the fiscal  quarter  covered by this Form  10-QSB,  the Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Financial and Accounting  Officer,  of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as defined in Rule
13a-15 of the Securities  Exchange Act of 1934. Based upon that evaluation,  the
Chief Executive Officer and Principal Financial and Accounting Officer concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting them to material  information  relating to the Company  (including  its
consolidated  subsidiaries)  required to be included in this Quarterly Report on
Form 10-QSB.  There have been no significant  changes in the Company's  internal
controls or in other factors which could significantly  affect internal controls
subsequent to the date the Company carried out its evaluation.

PART II- OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS.

Planet Electric, Inc. Stockholder Litigation

         On October 17, 2003,  we were served with a complaint  filed on October
15, 2003, by Michael  McDermott,  as a stockholder of Planet Electric,  Inc. and
purportedly on behalf of Planet Electric in the United States District Court for
the Central District of California.  Charles (Chaz) Haba was one of the founders
of Planet Electric,  and was associated with that company from until early 2002.
The complaint  lists Charles  Haba,  other  individuals,  Lithium  House,  Inc.,
Nupow'r LLC, Nu Age  Electric,  Inc.,  Dynamic  Concepts aka NPDI,  and Whistler
Investments,  Inc. as defendants. The complaint sought an injunction prohibiting

<PAGE>

certain  defendants from continuing their business  relationship and transfer of
alleged  Planet  Electric trade secrets or processes and also seeks damages for:
patent  infringement  against  Charles  Haba,  companies  that Mr. Haba has been
associated with since his involvement with Planet Electric, and Whistler; breach
of fiduciary duty against Mr. Haba; breach of confidential  relationship against
Mr. Haba;  conversion against Mr. Haba and certain other individual  defendants;
various  business  torts against Mr. Haba,  Lithium  House,  NuPow'r and Nu Age;
trade secret misappropriation against all defendants.

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

Charles Haba v. Planet Electric, Inc.

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


Securities and Exchange Commission Inquiry

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






Item 6. Exhibits and Report on Form 8-K

(a) Exhibits.


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

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

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

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

(b) Reports on Form 8-K

There were no reports  filed on Form 8-K during  the three  month  period  ended
April 30, 2004.

<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: October 4, 2004

                                             Whistler Investments, Inc.

                                              /s/Mehboob Charania
                                             -----------------------------
                                             Mehboob Charania
                                             Secretary, Treasurer, C.F.O.
                                             (Principal Financial Officer)
                                             Dated: October 4, 2004