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 October 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 October 31, 2002.
<PAGE>
                         PART I - 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  October  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

                                OCTOBER 31, 2002

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

                                                     October 31,    January 31,
                                                         2002          2002
                                                     -----------    -----------
                                                     (Unaudited)     (Audited)
                                     ASSETS
CURRENT
Cash                                                 $        --    $    11,338
Accounts receivable                                       13,847             --
Prepaid expenses                                          19,180             --
                                                     -----------    -----------
                                                          33,027         11,338

CAPITAL ASSETS (NOTE 3)                                4,115,855          7,503
MINERAL PROPERTY                                           5,150          5,150
DEBT ISSUE COSTS                                          37,000             --
                                                     -----------    -----------
                                                     $ 4,191,032    $    23,991
                                                     ===========    ===========
                                  LIABILITIES
CURRENT
Bank overdraft                                       $    72,238    $        --
Accounts payable and other current liabilities            82,809          8,082
Current portion of long-term debt (NOTE 4)               490,235             --
                                                     -----------    -----------
                                                         645,282          8,082

LONG-TERM DEBT (NOTE 4)                                3,242,559             --
                                                     -----------    -----------
                                                       3,887,841          8,082
                                                     -----------    -----------
                              STOCKHOLDERS' EQUITY

PREFERRED STOCK, $0.001 par value per share
  Authorized - 5,000,000 shares Issued - Nil                  --             --
COMMON STOCK, $0.001 par value per share
  Authorized - 70,000,000 shares
  Issued - 48,450,000 shares
  (January 31, 2002 - 8,450,000 shares)                   48,450          8,450
ADDITIONAL PAID IN CAPITAL                               440,850         80,850
DEFICIT                                                 (186,109)       (73,391)
                                                     -----------    -----------
                                                         303,191         15,909
                                                     -----------    -----------
                                                     $ 4,191,032    $    23,991
                                                     ===========    ===========

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 NINE         FOR NINE
                                               MONTHS ENDED    MONTHS ENDED    MONTHS ENDED    MONTHS ENDED
                                                OCTOBER 31,     OCTOBER 31,     OCTOBER 31,     OCTOBER 31,
                                                    2002            2001            2002            2001
                                                -----------     -----------     -----------     -----------
<S>                                             <C>             <C>             <C>             <C>
REVENUE
Rental income                                   $   105,968     $        --     $   216,069     $        --
Other revenue                                         3,992             246           6,770           1,007
                                                -----------     -----------     -----------     -----------
                                                    109,960             246         222,839           1,007
                                                -----------     -----------     -----------     -----------
EXPENSES
Consulting                                            6,000              --          11,000              --
Depreciation                                         20,591              --          41,648              --
Financing costs                                      20,621              --          20,621              --
General and administrative                            4,061           2,352          12,469           2,951
Insurance                                             6,227              --           6,227              --
Interest                                             99,731              --         164,461              --
Management fees                                          --              --          11,500              --
Payroll                                                 468              --           8,279              --
Professional fees                                     2,000          14,581           6,626          19,831
Property taxes                                       25,372              --          25,372              --
Rent and office                                          --           1,500              --           4,500
Security                                              2,852              --          10,718              --
Utilities                                            15,020              --          16,636              --
                                                -----------     -----------     -----------     -----------
                                                    202,943          18,433         335,557          27,282
                                                -----------     -----------     -----------     -----------
NET LOSS FOR THE PERIOD                         $    92,983     $    18,187         112,718          26,275
                                                ===========     ===========
DEFICIT, BEGINNING OF PERIOD                                                         73,391           7,773
                                                                                -----------     -----------
DEFICIT, END OF PERIOD                                                          $   186,109     $    34,048
                                                                                ===========     ===========

LOSS PER SHARE
    Basic and Diluted                                                           $     0.003     $     0.003

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
    Basic and Diluted                                                            39,561,111       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 NINE         FOR NINE
                                                          MONTHS ENDED     MONTHS ENDED     MONTHS ENDED     MONTHS ENDED
                                                           OCTOBER 31,      OCTOBER 31,      OCTOBER 31,      OCTOBER 31,
                                                              2002             2001             2002             2001
                                                           ---------        ---------        ---------        ---------
<S>                                                        <C>              <C>              <C>              <C>
CASH FLOWS PROVIDED BY (USED FOR):

OPERATING ACTIVITIES
  Net loss for the period                                  $ (92,983)       $ (18,187)       $(112,718)       $ (26,275)
  Adjusted for item not affecting cash:
    Amortization                                              20,591               --           41,648               --
                                                           ---------        ---------        ---------        ---------
                                                             (72,392)         (18,187)         (71,070)         (26,275)
                                                           ---------        ---------        ---------        ---------
  Net changes in non-cash working capital items:
    Accounts receivable                                      (13,847)              --          (13,847)              --
    Prepaid expenses                                         (12,000)              --          (19,180)              --
    Accounts payable and other current liabilities            34,741           (3,750)          74,727           (4,500)
                                                           ---------        ---------        ---------        ---------
                                                               8,894           (3,750)          41,700           (4,500)
                                                           ---------        ---------        ---------        ---------
                                                             (63,498)         (21,937)         (29,370)         (30,775)
                                                           ---------        ---------        ---------        ---------
FINANCING ACTIVITIES
Proceeds from long-term debt                                 200,000               --          200,000               --
Repayments of long-term debt                                (209,246)              --         (217,206)              --
Debt issue costs                                                  --               --          (37,000)              --
                                                           ---------        ---------        ---------        ---------
                                                              (9,246)              --          (54,206)              --
                                                           ---------        ---------        ---------        ---------
DECREASE IN CASH                                             (72,744)         (21,937)         (83,576)         (30,775)
CASH, BEGINNING OF PERIOD                                        506           69,870           11,338           78,708
                                                           ---------        ---------        ---------        ---------
CASH, END OF PERIOD                                        $ (72,238)       $  47,933        $ (72,238)       $  47,933
                                                           =========        =========        =========        =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
    Interest                                               $  99,731               --        $ 164,461               --
    Income taxes                                                  --               --               --               --
</TABLE>

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

<TABLE>
<CAPTION>
                                            Common Stock         Additional
                                      ------------------------     Paid In    Accumulated
                                         Shares       Amount       Capital      Deficit        Total
                                      -----------   ----------   ----------   ----------    ----------
<S>                                   <C>           <C>          <C>          <C>           <C>
BALANCE, AS AT JANUARY 31, 2001         8,450,000   $    8,450   $   80,850   $   (7,773)   $   81,527
Issuance of stock for cash                     --           --           --           --            --
Net loss for the year                          --           --           --      (65,618)      (65,618)
                                      -----------   ----------   ----------   ----------    ----------
BALANCE, AS AT JANUARY 31, 2002         8,450,000   $    8,450   $   80,850   $  (73,391)   $   15,909
Issuance of stock for asset purchase   40,000,000       40,000      360,000           --       400,000
Net loss for the period                        --           --           --     (112,718)     (112,718)
                                      -----------   ----------   ----------   ----------    ----------
BALANCE, AS AT OCTOBER 31, 2002        48,450,000   $   48,450   $  440,850   $ (186,109)   $  303,191
                                      ===========   ==========   ==========   ==========    ==========
</TABLE>

                             See Accompanying Notes
<PAGE>
                           WHISTLER INVESTMENTS, INC.
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 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 $612,255 as at October 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 OCTOBER 31, 2002
                      (Unaudited - Prepared by Management)


NOTE 3 - CAPITAL ASSETS

<TABLE>
<CAPTION>
                                                        OCTOBER 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         (40,250)      3,179,750             --
Furniture & fixtures         10,030          (3,925)          6,105          7,503
                       ------------    ------------    ------------   ------------
                       $  4,160,030    $    (44,175)   $  4,115,855   $      7,503
                       ============    ============    ============   ============
</TABLE>

NOTE 4 - LONG-TERM DEBT
                                                      OCTOBER 31,   JANUARY 31,
                                                         2002           2002
                                                     ------------   -----------
a)   Promissory   Note  -  Due  in  3   equal
installments  of $200,000 on October 1, 2002,
January  2,  2003 and  January  2,  2004.  No
interest  is  payable.   Late   payments  are
subject  to simple  interest  payable  on the
overdue  principal at a fixed rate of 10% per
annum,    calculated   in   advance   monthly
commencing  on  the  day  after  a  principal
payment is due.                                      $    420,175   $        --

b)  Promissory  Note  - Due in  August  2003,
bearing  interest  at the  rate  of  15%  per
annum,  secured by a second mortgage  against
the land and building.                                    200,000            --

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.           3,112,619            --
                                                     ------------   -----------
                                                        3,732,794
Less: current portion                                    (490,235)           --
                                                     ------------   -----------
                                                     $  3,242,559   $        --
                                                     ============   ===========

Principle repayments:
  2003                                               $    452,807
  2004                                                    271,477
  2005                                                     76,679
  2006                                                     83,726
  2007                                                     90,648
                                                     ------------
                                                     $    975,337
                                                     ============
<PAGE>
                          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.

     None

REPORTS ON FORM 8-K

     None
<PAGE>
                                   SIGNATURES

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

WHISTLER INVESTMENTS, INC.

Date: November 20, 2002


By: /s/ Holly Roseberry
    --------------------------
    Holly Roseberry
    SECRETARY AND DIRECTOR
<PAGE>
                                  CERTIFICATION

     In connection with the Quarterly Report of Whistler Investments, Inc., (the
"Company") on Form 10-Q for the period ending October 31, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Holly
Roseberry,  Chief Executive and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects the financial condition and results of the Company.

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