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

                                 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 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>




                           WHISTLER INVESTMENTS, INC.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
         <S>                                                                        <C>
                                                                                  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                               F-1

                  Consolidated Statements of Operations
                  for the Three Months Ended April 30, 2004 and 2003 (Unaudited)      F-2

                  Consolidated Statements of Cash Flows
                  for the Three Months Ended April 30,
                  2004 and 2003 (Unaudited)                                           F-3

                  Notes to Consolidated Financial
                  Statements                                                          F-4

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

         ITEM 3 - Controls and Procedures                                               6

         PART II. OTHER INFORMATION                                                     7

         ITEM 2 - Changes in Securities                                                 8

         ITEM 6 - Exhibits and Reports on Form 8-K                                      9

         EXHIBIT 10.10 - Redemption and Reissuance Agreement

         EXHIBIT 10.11 - Letter from City of Austin, Texas

         EXHIBIT 10.12 - Agreement between Shanghai Geely Metop International
         and Global Electric

         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
</TABLE>

                                     -1-
<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)
===================================================================================================================
<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
INTANGIBLE ASSETS (Notes 4 and 8)                                                     1,382,630            431,625
DEFERRED FINANCING COSTS (Note 7)                                                       210,000                  -
-------------------------------------------------------------------------------------------------------------------

                                                                                 $                  $
TOTAL ASSETS                                                                          2,798,184            604,272
===================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
         Accounts payable and accrued liabilities                                $      223,446     $      133,017
         Due to related parties (Note 5)                                                  8,938            553,983
         Advances payable (Note 9)                                                        8,205              8,205
-------------------------------------------------------------------------------------------------------------------


TOTAL CURRENT LIABILITIES                                                               240,589            695,205

LOAN PAYABLE (Note 7)                                                                 3,000,000                  -
-------------------------------------------------------------------------------------------------------------------


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

Contingencies and Commitments (Notes 1 and 8)

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                                                                             (14,113,330)        (5,728,483)
-------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                            (442,405)           (90,933)
-------------------------------------------------------------------------------------------------------------------

1        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $    2,798,184     $      604,272
===================================================================================================================
</TABLE>


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


                                   F-1

<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     Months  Ended    (Date of Inception)
                                                                         April 30,         April 30,           to April 30,
                                                                              2004              2003                   2004
                                                                       (unaudited)       (unaudited)            (unaudited)
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>                    <C>
EXPENSES
         Depreciation and amortization                           $           1,022  $            466  $              19,608
         Management and consulting fees (Note 5(a))                        793,975                 -                986,971
         General and administrative                                        165,904             1,534                288,552
         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
----------------------------------------------------------------------------------------------------------------------------
                                                                         8,354,847             6,897             13,307,014

INTEREST EXPENSE                                                            30,000                 -                 54,070

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

                                                                       (8,384,847)           (6,897)           (13,356,306)
NET LOSS BEFORE DISCONTINUED OPERATIONS

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

                                                                 $     (8,384,847)  $        (6,897)  $        (14,113,330)
NET LOSS FOR THE PERIOD
============================================================================================================================

Net Loss Before Discontinued Operations                          $          (0.41)  $         (0.00)
Loss from Discontinued Operations                                $               -  $              -
Net Loss Per Share - Basic and Diluted                           $          (0.41)  $         (0.00)

Weighted average number of common shares outstanding                    20,391,000        14,535,000
</TABLE>



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

                                       F-2

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                                   For the Three      For the Three
                                                                                   Months  Ended      Months  Ended
                                                                                       April 30,          April 30,
                                                                                            2004               2003
                                                                                     (unaudited)        (unaudited)
===================================================================================================================
<S>                                                                               <C>                <C>
OPERATING ACTIVITIES
Net loss for the period                                                         $   (8,384,847)   $      (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                                               (1,126,647)          (3,831)
--------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
         Purchase of licensing rights                                                 (949,900)               -
         Payments for patent costs                                                      (1,105)               -
--------------------------------------------------------------------------------------------------------------------

Net Cash Used In Investing Activities                                                 (951,005)               -
--------------------------------------------------------------------------------------------------------------------

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


2        SUPPLEMENTAL DISCLOSURES

Interest paid                                                                           80,000               -
Income taxes paid                                                                            -              --
</TABLE>



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

                                      F-3

<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  $14,113,330.  At April 30, 2004, the Company has
working  capital  of  $962,768  and a  stockholders'  deficit of  $442,405.  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.

                                     F-4

<PAGE>


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

d)       Intangible Assets
     Intangible  assets  consist  of a  Product  Licensing  Agreement  which  is
     evaluated  annually to  determine  if there were  events or  circumstances,
     which would indicate a possible  inability to recover the carrying  amount.
     Where an  impairment  loss has  been  determined  the  carrying  amount  is
     written-down to fair market value.

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

f)       Property and Equipment
     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.

                                     F-5

<PAGE>


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                                                            (8,384,847)          (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                                                               (8,396,090)         (6,897)
     Net loss per share (basic and diluted) -- as reported                                    (0.41)          (0.00)
     Net loss per share (basic and diluted) -- pro forma                                      (0.41)          (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.

                                     F-6

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)


<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                                April 30,
                                                                                          2004           2003
                                                                                            $              $
     <S>                                                                               <C>              <C>
     Expected dividend yield                                                                0%               -
     Risk-free interest rate                                                             1.39%               -
     Expected volatility                                                                   50%               -
     Expected life from the vesting date (in years)                                   One year               -
</TABLE>

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

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

l)       Comprehensive Loss
     SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards for
     the reporting and display of  comprehensive  loss and its components in the
     financial  statements.  As at April 30,  2004 and 2003,  the Company has no
     items  that  represent  comprehensive  loss  and,  therefore,  there  is no
     difference from net loss.
2.1
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.

                                     F-7

<PAGE>

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 - INTANGIBLE ASSET
<TABLE>
<CAPTION>
                                                                                           April 30,      January 31,
                                                                                             2004            2004
                                                                        Accumulated        Net Book        Net Book
                                                         Cost           Amortization         Value           Value
                                                   ---------------------------------------------------------------------
<S>                                                      <C>                   <C>           <C>               <C>
License fees (Note 8)                                    $1,393,400            $11,775      $1,381,625         $431,625
Patent                                                        1,105                  -           1,005                -
                                                   ---------------------------------------------------------------------

                                                         $1,394,405            $11,775      $1,382,630         $431,625
                                                   =====================================================================
</TABLE>


NOTE 5 - 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.

                                     F-8

<PAGE>

NOTE 6 - STOCKHOLDERS' EQUITY

a)       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.



NOTE 7 - 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  10,000,000
shares of restricted common stock.



NOTE 8 - 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 was required to make license  payments to Lithium  House as specified in
the  Agreement.  The Company made  required  payments  totalling  $150,000 as of
October  31,  2003  and was  required  to pay for  specified  licensed  products
$250,000 no later than December 31, 2003, with a weekly minimum of $15,000. Also
pursuant to the  Agreement  the Company was required to pay Product  Development
Payments of $400,000,  on or before  December 31, 2003, with a weekly minimum of
$15,000,  for two- and  three-wheeled  vehicles;  $200,000  for lawn and  garden
equipment, on or before December 31, 2003, with a weekly minimum of $15,000; and
$1,000,000,  payable  no later  than March 31,  2004,  with a weekly  minimum of
$35,000 for neighbourhood  electric  vehicles.  As reimbursement to the Company,
the Licensor was  required to pay proceeds  from any sales of product  inventory
manufactured with the financing provided by the Product Development Payments.


                                     F-9

<PAGE>



NOTE 8 - COMMITMENTS (continued)

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.

Licensing rights are held by the Company's wholly owned subsidiaries as follows:

o        Global Electric Corp. holds the licensing rights for all product
         development other than four-wheeled vehicles.

o        R-Electric Car Co. holds the licensing rights for product development
         for all four-wheeled vehicles.

o        Solium Power Corp.  holds the  licensing  rights for  advanced  Lithium
         /Solar  Power System  technology,  for  application  to residential and
         commercial properties.

Annual obligations under the Agreement are as follows:

Year Ended January 31,

2005                                                           1,820,000
2006                                                           1,820,000
2007                                                           1,820,000
2008                                                           1,820,000
2009                                                           1,820,000
                                                           -------------
                                                               9,100,000
                                                           =============

Litigation

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

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

Global  Electric  Motorcars  ("GEM") has indicated an intent to file a complaint
against the Company for trademark  violation,  unfair  competition  and possibly
patent  infringement   relating  to  the  content  and  web  domain  address  of
globalelectric.com  owned and  operated by Whistler  Investments,  Inc.  Such an
action would seek injunctive relief requesting the  discontinuance of the use of
the name Global  Electric and for damages.  GEM has also  objected to the use of
"globalelectric.com"  as a domain  address.  The Company  believes  the claim is
without merit and will vigorously defend any complaint or action brought against
the Company.

NOTE 9 - ADVANCES PAYABLE

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



NOTE 10 - 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.


                                     F-10

<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 $8,384,847  in 2004).  This was  primarily  due to the  previously  mentioned
$7,296,750 in stock-based compensation,  as compared with none in the comparable
period in 2003,  and  increases in  administrative  costs from $1,534 in 2003 to
$165,904  in 2004,  and  management  and  consulting  fees  from none in 2003 to
$793,975 in 2004,  resulting from a general increase in our business  activities
under the license  agreement with RV Systems.  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 $14,113,330. At April 30, 2004, we
had working  capital of $962,768 and a  stockholders'  deficit of $442,405.  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 administrative costs and expenses to acquire
the licenses  from RV Systems,  Inc.  over the next  12-month  period will be in
excess of $2,000,000,  if we secure rights to all licensed  products.  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.

                                     -2-

<PAGE>

         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,  which
payments have been made. For NEV's we are required to pay $250,000 no later than
December 31, 2003, with a weekly minimum of $15,000. We are also required to pay
Licensor  product  development  payments of $400,000,  on or before December 31,
2003,  with a weekly minimum of $15,000,  for two- and  three-wheeled  vehicles;
$200,000 for lawn and garden  equipment,  on or before December 31, 2003, with a
weekly minimum of $15,000; and $1,000,000, payable no later than March 31, 2004,
with a weekly minimum of $35,000 for NEV's ("Product Development Payments").  We
have signed  additional  amendments to the License Agreement as of January 5 and
February 2, 2004,  covering  power  systems  for  watercraft  and solar  houses,
respectively.  These  additional  agreements  require  payments of approximately
$2,000,000.  As of April 30, 2004,  we have paid an aggregate of  $1,535,544  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. As reimbursement to the Company,  Licensor is required to pay to us the
proceeds from any sales by Licensor of product  inventory  manufactured with the
financing provided by the Product Development  Payments as and when that product
inventory is sold by Licensor.


Commercial Initiatives

China

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

                                     -3-

<PAGE>

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 are
not proceeding with  development of this model jetboard.  However,  we intend to
negotiate 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.

Solium Power Corp.

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

                                     -4-

<PAGE>


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

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 July 30, 2004.  There  is  no
assurance  that  we  will  be  successful  in  completing  the filing 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 Company  intends to hold a special  meeting of  shareholders'  upon
approval  of the  information  statment  we have filed with the  Securities  and
Exchange  Commission,  to increase our  authorized  common stock,  so as to have
additional stock available 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.

                                     -5-

<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 administrative  costs and expenses to acquire
the licenses  from RV Systems,  Inc.  over the next  12-month  period will be in
excess of $2,000,000, if we secure rights to all licensed products.

         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.

         Within the 90 days prior to the filing  date of this Form  10-QSB,  the
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive   Officer  and  Chief  Financial  and  Accounting   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934.
Based upon that evaluation,  the Chief Executive Officer and Principal Financial
and  Accounting  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in this Quarterly Report on Form 10-QSB. There have been no 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.

                                     -6-

<PAGE>

PART II- OTHER INFORMATION

ITEM 3.     LEGAL PROCEEDINGS.

         Other than as described below, we are not a party to any material legal
proceedings  and to  our  knowledge,  no  such  proceedings  are  threatened  or
contemplated.  At  this  time we have no  bankruptcy,  receivership  or  similar
proceedings pending.

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 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; 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.

         The defendants in this action have retained  counsel,  and will move to
dismiss  the  complaint  on the  grounds  that there is no  evidence  to support
plaintiffs' claims.

         After  consultation  with Charles  (Chaz) Haba,  Lithium  House and our
counsel,  we are confident  that this  litigation  does not pose any obstacle to
continuation  of our  activities  in  consortium  with Mr. Haba,  RV Systems and
Lithium House under the October 21, 2003  Distribution  and Licensing  Agreement
and to our commencing to implement and license the technologies  covered by that
License Agreement worldwide.  The lithium battery technologies licensed to us by
RV Systems were developed by Lithium House subsequent to Mr. Haba's  association
with Planet Electric.

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
requested  leave  to  file 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. As
the claims  brought by Planet  Electric,  Inc.  in this State  Court  action are
nearly  identical to those of the shareholder  derivative suit, it is not likely
that the courts  will allow  both to proceed to trial.  In any event,  we do not
believe there is any merit to the claims against Whistler Investments,  Inc. and
will seek a dismissal at the earliest opportunity.

Whistler Investments, Inc. v. McLane, et al.

         On March 12, 2004,  Whistler  Investments,  Inc.  filed suit in the Los
Angeles County  Superior Court against Rod McLane,  Meridian  Capital Fund, LLC,
Andreas Behrens,  International  Business  Consultants GmbH, Herb Perman,  Steve
Lipman,  Coventry Windsor, Inc., Chicago Investment Group, LLC, and Bill Fritts.
The  lawsuit  arose out of  defendants  taking of  3,375,000  shares of Whistler
Investments,  Inc. to hold as security for a loan.  Defendants  never funded the
loan and had refused to return the shares.  The lawsuit  sought a return of said
shares or a  cancellation  of such shares or monetary  damages or $14,850,000 as
well as punitive  damages.  In addition,  the lawsuit sought $120,000 in damages
for the breach of the loan agreement.

         International  Business  Consultants  GMBH  redelivered  the  3,375,000
shares on May 20, 2004, and we have agreed to withdraw this lawsuit.

                                     -7-

<PAGE>

ITEM 2.  CHANGES IN SECURITIES

During the period  from August 12,  2003 to June 3, 2004,  the Company  took the
following actions with respect to issuances of unregistered securities:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                           Purchasers          Principal           Total Offering
                                                           ----------          ----------          ---------------
       Date                 Title and Amount*                                 Underwriter        Price/Underwriting
       ----                 -----------------                                 -----------        ------------------
                                                                                                      Discounts
-------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                 <C>                      <C>              <C>
8/12/03              3,375,000 shares of Common          International             NA                     NA
                     Stock issued in escrow in              Business
                     connection with proposed           Consultants GMBH
                     financing transaction
-------------------------------------------------------------------------------------------------------------------------
12/09/03             3,750 shares of Common Stock          Consultant              NA             $.36 per share/NA
-------------------------------------------------------------------------------------------------------------------------
12/09/03             3,750 shares of Common Stock          Consultant              NA             $.36 per share/NA
-------------------------------------------------------------------------------------------------------------------------
1/14/04              7,500 shares of Common Stock          Consultant              NA             $.69 per share/NA
----------------------------------------------------- --------------------- ----------------- ---------------------------
3/16/04              141,177 shares of Common Stock     Private Investor           NA             $4.05 per share/NA
-------------------------------------------------------------------------------------------------------------------------
6/03/04              3,000,000 shares of Common          Salim S. Rana             NA                   NA/NA
                     Stock reissued to Salim S.        Investments Corp.
                     Rana Investments Corp.
                     (SSRIC), pursuant to a
                     Redemption and Reissuance
                     Agreement, dated as of
                     February 10, 2004, between the
                     Company and SSRIC.  Such
                     shares had been redeemed
                     pursuant to this agreement by
                     the Company on February 10,
                     2004
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Share  amounts are  adjusted  for the March 10,  2004,  three-for-one  forward
split.


Item 3. Defaults Upon Senior Securities
     None.

Item 4. Submission of Matters to a Vote of Security Holders
     None.

Item 5. Other Information
     None.

                                     -8-

<PAGE>

Item 6. Exhibits and Report on Form 8-K

(a) Exhibits.

Ex 10.10    Stock Redemption and Reissuance Agreement, dated as of February 10,
            2004, Between Whistler Investments, Inc. and Salim S. Rana
            Investments, Inc., filed herewith

Ex 10.11    Letter from City of Austin, Texas, dated  February  27,  2004, filed
            herewith

Ex 10.12    Memorandum of Understanding, dated March 15, 2004,  between Shanghai
            Geely  Metop  International  and the  Global Electric  subsidiary of
            Whistler Investments, Inc.

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.


                                                                      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: June 14, 2004

                                             Whistler Investments, Inc.

                                              /s/Mehboob Charania
                                             -----------------------------
                                             Mehboob Charania
                                             Secretary, Treasurer,  C.F.O.
                                             (Principal Financial Officer)
                                             Dated: June 14, 2004

                                     -9-