U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 2001

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _______ to _______

                         Commission file number 0-30579

                                  WHISTLER, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           DELAWARE                                               52-2209378
 ------------------------------                                ---------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

                              12740 Vigilante Road
                           Lakeside, California 92040
                     --------------------------------------
                    (Address of Principal Executive Offices)

                                 (619) 692-2176
                            -------------------------
                           (Issuer's telephone number)

                                       N/A
               --------------------------------------------------
              (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 Exchange Act during the past 12 months (or for such shorter
period that the registrant 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 issuers classes of common
equity, as of the latest practicable date:

             Class                      Outstanding as of November 12, 2001
             -----                      -----------------------------------
Common Stock, $0.001 par value                      5,532,000

Transitional Small Business Disclosure Format (check one)

                              Yes     No X
                                -----  -----

<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

            BALANCE SHEETS                                              2

            INTERIM STATEMENTS OF OPERATIONS                            3

            INTERIM STATEMENTS OF CASH FLOWS                            4

            NOTES TO INTERIM FINANCIAL STATEMENTS                       5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       7


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                               11

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                       11

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                 12

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             12

ITEM 5. OTHER INFORMATION                                               12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                12


SIGNATURES                                                              12


<PAGE>
<TABLE>
<CAPTION>


                                             WHISTLER, INC.

                                      (A Development Stage Company)

                                             BALANCE SHEETS


                                                                               September 30,   March 31,
                                                                                        2001        2001
                                                                                    --------    --------
                                                                                   (Unaudited)
                                                 ASSETS

CURRENT ASSETS
<S>                                                                                 <C>         <C>
   Cash                                                                             $   --      $   --
                                                                                    --------    --------
                                                                                    $   --      $   --
                                                                                    ========    ========


                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                         $ 81,579    $   --
                                                                                    --------    --------


CONTINGENCIES (Note 1)

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value, 20,000,000 shares authorized
      4,284,000 shares issued and outstanding (March 31, 2001 - 8,874,000 shares)      4,284       8,874
   Additional paid-in capital                                                         13,116       8,526
   Deficit accumulated during the development stage                                  (98,979)    (17,400)
                                                                                    --------    --------

                                                                                     (81,579)       --
                                                                                    --------    --------

                                                                                    $   --      $   --
                                                                                    ========    ========


                               The accompanying notes are an integral part
                                  of these interim financial statements

                                                    2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                         WHISTLER, INC.

                                                  (A Development Stage Company)

                                                INTERIM STATEMENTS OF OPERATIONS

                                                           (Unaudited)


                                           Three months      Three months        Six months        Six months      May 31, 1994
                                                  ended             ended             ended             ended    (inception) to
                                              September         September         September         September         September
                                               30, 2001          30, 2000          30, 2001          30, 2000          30, 2001
                                             ----------        ----------        ----------        ----------        ----------


EXPENSES
<S>                                          <C>               <C>               <C>               <C>               <C>
   Consulting                                $   31,551        $     --          $   31,551        $     --          $   31,551
   General and administrative                     6,013               405            33,668             8,251            51,068
   Professional fees                             16,360              --              16,360              --              16,360
                                             ----------        ----------        ----------        ----------        ----------

NET LOSS FOR THE PERIOD                      $   53,924        $      405        $   81,579        $    8,251        $   98,979
                                             ==========        ==========        ==========        ==========        ==========




BASIC NET LOSS PER SHARE                     $    0.009        $    0.001        $    0.011        $    0.001
                                             ==========        ==========        ==========        ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                                              6,279,652         8,874,000         7,569,737         8,874,000
                                             ==========        ==========        ==========        ==========



                                           The accompanying notes are an integral part
                                             of these interim financial statements

                                                               3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                         WHISTLER, INC.

                                                  (A Development Stage Company)

                                                INTERIM STATEMENTS OF CASH FLOWS

                                                           (Unaudited)



                                                                                 Six months        Six months     May 31, 1994
                                                                                      ended             ended   (inception) to
                                                                              September 30,     September 30,    September 30,
                                                                                       2001              2000             2001
                                                                                   --------          --------         --------

CASH FLOWS FROM OPERATING ACTIVITIES
  <S>                                                                             <C>               <C>              <C>
  Net loss for the period                                                          $(81,579)         $ (8,251)        $(98,979)
  Adjustments to reconcile net loss to net cash from operating activities:
  - non-cash expenses                                                                  --                --              8,800
                                                                                   --------          --------         --------

                                                                                    (81,579)           (8,251)         (90,179)
  - net changes in working capital items                                             81,579              --             81,579
                                                                                   --------          --------         --------

CASH USED IN OPERATING ACTIVITIES                                                      --              (8,251)          (8,600)
                                                                                   --------          --------         --------


CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds on sale of common stock                                                 --                --              8,600
                                                                                   --------          --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES                                                   --                --              8,600
                                                                                   --------          --------         --------

INCREASE (DECREASE) IN CASH                                                            --              (8,251)            --

CASH, BEGINNING OF PERIOD                                                              --               8,400             --
                                                                                   --------          --------         --------

CASH, END OF PERIOD                                                                $   --            $    149         $   --
                                                                                   ========          ========         ========


                                           The accompanying notes are an integral part
                                             of these interim financial statements
</TABLE>
                                                             4
<PAGE>


                                 WHISTLER, INC.

                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
--------------------------------------------------------------------------------
                                   (Unaudited)


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

The company was incorporated under the Laws of the State of Delaware on May 31,
1994. The Company is in the development stage and accordingly no revenues have
been generated since inception and the Company is currently investigating
business opportunities. The Company's continuance of operations and movement
into an operating basis are contingent on raising additional capital in order to
acquire and develop a new business venture. Accordingly, these factors raise
substantial doubt about the Company's ability to continue as a going concern.

During October, 2001 the Company completed the acquisition of American Energy
Power Systems Inc. in exchange for 1,248,000 restricted shares of common stock.
Refer to Note 4 - Subsequent Event.

Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B. They do
not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material changes in the information
disclosed in the notes to the financial statements for the year ended March 31,
2001 included in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form 10-KSB. In the opinion of Management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring adjustments, have
been made. Operating results for the six months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2002.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

Net Loss per Common Share
Basic earnings per share includes no dilution and is computed by dividing net
loss by the weighted average number of common shares outstanding for the period.
Because the Company does not have any dilutive securities outstanding, the
accompanying presentation is only of basic loss per share.

Stock-Based Compensation
The Company accounts for stock-based compensation in respect to stock options
granted to employees and officers using the intrinsic value based method in
accordance with APB 25. Stock options granted to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123. In addition, with
respect to stock options granted to employees, the Company provides pro-forma
information as required by SFAS No. 123 showing the results of applying the fair
value method using the Black-Scholes option pricing model.

                                       5
<PAGE>


WHISTLER, INC.
(An Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
--------------------------------------------------------------------------------
(Unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
--------------------------------------------------------------------------------

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

Recent Accounting Pronouncements
On March 31, 2000, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No.44, Accounting for Certain Transactions Involving Stock
Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"), which
provides guidance as to certain applications of APB 25. FIN 44 is generally
effective July 1, 2000 with the exception of certain events occurring after
December 15, 1998. The Company has determined that the implementation of this
standard does not have a material impact on its financial statements.


NOTE 3 - CAPITAL STOCK
--------------------------------------------------------------------------------

The Company's capitalization is 20,000,000 common shares with a par value of
$0.001 per share.

On August 25, 1997 the Company issued 4,590,000 post-split shares of common
stock valued at $8,800 to two directors and officers who were controlling
shareholders of the Company in connection with a license agreement. The license
was not pursued by the Company and was terminated by the licensors during April
2001. The licensors resigned as directors and officers and surrendered their
shares which were returned to treasury and were cancelled on August 9, 2001.

To September 30, 2001, the Company has not granted any stock options and
accordingly no stock-based compensation has been recorded in any period.


NOTE 4 - SUBSEQUENT EVENT
--------------------------------------------------------------------------------

Pursuant to an agreement dated September 28, 2001 and effective October 2, 2001,
the Company acquired 100% of the issued and outstanding shares of American
Energy Power Systems Inc. (AEPS"), a private Nevada corporation in exchange for
1,248,000 restricted shares of common stock. AEPS commenced operations in
January, 2001 and is involved in the development, marketing, installation and
servicing of renewable energy sources and other clean power technologies.

The Company has agreed to use its best efforts to secure a minimum of $500,000
in equity financing for AEPS on or before December 31, 2001. In the event that
the Company is unsuccessful in raising the equity financing, unless otherwise
agreed to in writing by the parties, the Company will return the AEPS shares to
the previous AEPS shareholders in return for the shares of the Company issued,
the employment contracts referred to below will become null and void and the
Company will reimburse AEPS for its legal costs up to $25,000.

In connection with this agreement, three former shareholders of AEPS were signed
to employment agreements with AEPS at annual salaries of $120,000, $120,000 and
$96,000. Under the terms of the agreements, 50% of the amounts owing to December
31, 2001 will be accrued and paid in a lump sum subsequent to December 31, 2001.

                                       6
<PAGE>


     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     Whistler, Inc., a Delaware corporation (the "Company"), which currently
trades on the OTC Bulletin Board under the symbol "WSLR", was incorporated in
Delaware on May 31, 1994. WSLR was initially formed for the purpose of
developing the output and value of recoverable products for the grease and food
waste recycling-processing industry. At a special meeting of the board of
directors held on April 24, 2001, the then officers and directors of the Company
resigned their respective positions and new management was implemented.
Therefore, as of April 24, 2001, current management of the Company decided not
to pursue this business opportunity.

     As of the date of this Quarterly Report, management of the Company has
focused its business operations in the alternative energy/fuel cell sector. The
acquisition of AEPS will allow the Company to focus in the area sales,
marketing, installation, and service of renewable energy sources and other clean
power technologies. The Company is currently seeking out other companies and
technologies in this sector.

American Energy Power Systems, Inc.

     On August 2, 2001, the Company and American Energy Power Systems, Inc., a
corporation organized under the laws of Nevada ("AEPS") entered into a letter
agreement (the "Letter Agreement") pursuant to which the Company would acquire
100% of the issued and outstanding shares of AEPS. The terms and conditions of
the Letter Agreement provided for completion of due diligence by the Company and
receipt of certain approvals prior to consummation.

                                       7
<PAGE>


     The shareholders of AEPS held a special meeting in which the shareholders
voted for and approved the Letter Agreement. As of September 28, 2001, the
Company had completed its due diligence and all requisite approvals had been
obtained. Therefore, on September 28, 2001, the Company, AEPS and all of the
shareholders of AEPS entered into a stock purchase agreement (the "Stock
Purchase Agreement"), to be effective October 2, 2001. Pursuant to the
provisions of the Stock Purchase Agreement, the Company agreed to (i) acquire
from the shareholders of AEPS 100% of the aggregate 1,046,036 shares of common
stock of AEPS issued and outstanding; (ii) issue to the shareholders of AEPS an
aggregate of 1,248,000 restricted shares of the Company's Common Stock; and
(iii) reserve for issuance under certain stock option plans, which are subject
to shareholder approval, at least an aggregate of 15% of the Company's shares of
Common Stock. Pursuant to the provisions of the Stock Purchase Agreement, AEPS,
as a wholly-owned subsidiary of the Company, entered into three separate
employment agreements dated September 28, 2001 with Charles Schembra, Shirley
Morgan and Joseph Nied, respectively.

     Employment Agreements

     In accordance with the terms and provisions of the Stock Purchase
Agreement, AEPS, as the wholly-owned subsidiary of the Company, and Charles
Schembra ("Schembra") entered into an executive employment agreement dated
September 28, 2001 (the "Schembra Employment Agreement"). The Schembra
Employment Agreement is for an initial two-year term and automatically renewable
for subsequent one-year terms. In accordance with the terms of the Schembra
Employment Agreement, AEPS agrees to (i) employ Schembra as the President of
AEPS; (ii) pay to Schembra a base annual salary of $120,000 (the "Base Salary"),
of which Schembra will receive a monthly salary equal to 50% of the Base Salary
from September 28, 2001 through December 31, 2001 (the "Deferral Period"), and a
monthly salary equal to 100% of the Base Salary from January 1, 2002 through
September 27, 2003 plus a lump sum payment equal to the different between the
amount of salary received during the Deferral Period and the Base Salary; and
(iii) grant to Schembra certain stock options under a stock option plan (subject
to the approval by the Company's board of directors and shareholders).

     In accordance with the terms and provisions of the Stock Purchase
Agreement, AEPS, as the wholly-owned subsidiary of the Company, and Shirley
Morgan ("Morgan") entered into an executive employment agreement dated September
28, 2001 (the "Morgan Employment Agreement"). The Morgan Employment Agreement is
for an initial two-year term and automatically renewable for subsequent one-year
terms. In accordance with the terms of the Morgan Employment Agreement, AEPS
agrees to (i) employ Morgan as the Chief Executive Officer, Chief Financial
Offer, Treasurer and Secretary of AEPS; (ii) pay to Morgan an annual Base Salary
of $120,000, of which Morgan will receive a monthly salary equal to 50% of the
Base Salary during the Deferral Period, and a monthly salary equal to 100% of
the Base Salary from January 1, 2002 through September 27, 2003 plus a lump sum
payment equal to the different between the amount of salary received during the
Deferral Period and the Base Salary; and (iii) grant to Morgan certain stock
options under a stock option plan (subject to the approval by the Company's
board of directors and shareholders).

     In accordance with the terms and provisions of the Stock Purchase
Agreement, AEPS, as the wholly-owned subsidiary of the Company, and Joseph Nied
("Nied") entered into an executive employment agreement dated September 28, 2001
(the "Nied Employment Agreement"). The Nied Employment Agreement is for an
initial two-year term and automatically renewable for subsequent one-year terms.
In accordance with the terms of the Nied Employment Agreement, AEPS agrees to
(i) employ Nied as the Chief Operating Officer and Executive Vice President of
AEPS; (ii) pay to Nied an annual Base Salary of $96,000, of which Nied will
receive a monthly salary equal to 50% of the Base Salary during the Deferral
Period, and a monthly salary equal to 100% of the Base Salary from January 1,
2002 through September 27, 2003 plus a lump sum payment equal to the different
between the amount of salary received during the Deferral Period and the Base
Salary; and (iii) grant to Nied certain stock options under a stock option plan
(subject to the approval by the Company's board of directors and shareholders).

                                       8
<PAGE>


Other Business Ventures

     As of the date of this Quarterly Report, management is currently
undertaking and will continue to undertake research relating to prospective new
business endeavors. This research will generally result in the Company entering
into business operations that are not in the grease and food waste reprocessing
industry.

RESULTS OF OPERATION

Six-Month Period Ended September 30, 2001 Compared to Six-Month Period Ended
September 30, 2000

     The Company's net losses for the six-month period ended September 30, 2001
were approximately $81,579 compared to a net loss of approximately $8,251 for
the six-month period ended September 30, 2000 (an increase of approximately
$73,328). During both six-month periods ended September 30, 2001 and 2000,
respectively, the Company recorded no income.

     During the six-month period ended September 30, 2001, operating expenses
increased by $73,328 from $8,251 incurred during the six-month period ended
September 30, 2000 to $81,579 incurred during the six-month period ended
September 30, 2001. Of the $81,579 incurred as operating expenses during the
six-month period ended September 30, 2001, approximately $33,668 was incurred as
general and administrative expenses, $31,551 was incurred as consulting fees,
and $16,360 was incurred as professional fees. During the six-month period ended
September 30, 2000, general and administrative expenses comprised all of the
Company's operating expenses of $8,251. General and administrative expenses
generally include corporate overhead and administrative salaries. The increase
in operating expenses was due primarily to consummation of the acquisition of
AEPS and an increase in expenses related to research and identification of
possible new business endeavors/acquisitions.

     As discussed above, the increase in net loss during the six-month period
ended September 30, 2001 as compared to the six-month period ended September 30,
2000 is attributable primarily to the increase in expenses associated with
consummation of the acquisition of AEPS. The Company's net losses during the
six-month period ended September 30, 2001 were approximately ($81,579) or
($0.011) per common share compared to net losses during the six-month period
ended September 30, 2000 of approximately ($8,251) or ($0.001) per common share.
The weighted average number of common shares outstanding were 7,569,737 for the
six-month period ended June 30, 2001 as compared to 8,874,000 for the six-month
period ended June 30, 2000.

Three-Month Period Ended September 30, 2001 Compared to Three-Month Period Ended
September 30, 2000

     The Company's net losses for the three-month period ended September 30,
2001 were approximately $53,924 compared to a net loss of approximately $405 for
the three-month period ended September 30, 2000 (an increase of approximately
$53,519). During both three-month periods ended September 30, 2001 and 2000,
respectively, the Company recorded no income.

                                       9
<PAGE>


     During the three-month period ended September 30, 2001, operating expenses
increased by $53,519 from $405 incurred during the three-month period ended
September 30, 2000 to $53,924 incurred during the three-month period ended
September 30, 2001. Of the $53,924 incurred as operating expenses during the
three-month period ended September 30, 2001, approximately $6,013 was incurred
as general and administrative expenses, $31,551 was incurred as consulting fees,
and $16,360 was incurred as professional fees. During the three-month period
ended September 30, 2000, general and administrative expenses comprised all of
the Company's operating expenses of $405. The increase in operating expenses was
due primarily to consummation of the acquisition of AEPS and an increase in
expenses related to research and identification of possible new business
endeavors/acquisitions.

     As discussed above, the increase in net loss during the three-month period
ended September 30, 2001 as compared to the three-month period ended September
30, 2000 is attributable primarily to the increase in expenses associated with
consummation of the acquisition of AEPS. The Company's net losses during the
three-month period ended September 30, 2001 were approximately ($53,924) or
($0.009) per common share compared to net losses during the three-month period
ended September 30, 2000 of approximately ($405) or ($0.001) per common share.
The weighted average number of common shares outstanding were 6,279,652 for the
six-month period ended June 30, 2001 as compared to 8,874,000 for the six-month
period ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's financial statements have been prepared assuming that it will
continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classifications of
liabilities that might be necessary should the Company be unable to continue in
operations.

     As of the date of this Quarterly Report, there is substantial doubt
regarding the Company's ability to continue as a going concern as the Company
has not generated sufficient cash flow to fund its business operations. The
Company's future success and viability, therefore, are dependent upon the
Company's ability to identify, acquire and successfully develop and manage
certain business opportunities, and to continue to generate capital financing.
Management is optimistic that the Company will be successful in its capital
raising efforts; however, there can be no assurance that the Company will be
successful in raising additional capital. The failure to raise additional
capital may have a material and adverse effect upon the Company and its
shareholders.

     As of September 30, 2001, the Company's total assets were $-0-. As of
September 30, 2001, the Company's total liabilities were $81,579 compared to
total liabilities of $-0- as of the fiscal year ended March 31, 2001. This
increase in liabilities from March 31, 2001 was due primarily to an increase in
accounts payable and accrued liabilities resulting from increased expenditures
during acquisition of AEPS and research for new business opportunities.

     Stockholders' deficit was ($81,579) for the six-month period ended
September 30, 2001.

                                       10
<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     No report is required.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a) On October 2, 2001, in accordance with the terms and provisions of the
Stock Purchase Agreement, the board of directors of the Company unanimously
authorized and approved the issuance to the shareholders of AEPS an aggregate of
1,248,000 restricted shares of the Company's Common Stock.

     (b) As a result of the issuance of 1,248,000 restricted shares of Common
Stock, which represented approximately 22.6% of the issued and outstanding
shares of Common Stock, there was a change in control of the Company. The
following table sets forth the names and addresses, as of the date of this
Quarterly Report, and the approximate number of shares of Common Stock owned of
record or beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than five percent (5%) of the Company's Common
Stock, and the names and shareholdings of each officer and director, and all
officers and directors as a group.

Title of Class    Name and Address of       Amount and Nature       Percent of
                  Beneficial Owner              of Class               Class
--------------------------------------------------------------------------------
                                                       (1)
Common Stock      Charles Schembra               361,884                6.5%
                  10388 Rockingham Drive
                  Sacramento, CA 95827

                                                       (1)
Common Stock      Shirley Morgan                 361,884                6.5%
                  10388 Rockingham Drive
                  Sacramento, CA 95827
                                                       (1)
Common Stock      Joseph Nied                    325,695                5.8%
                  10388 Rockingham Drive
                  Sacramento, CA 95827

Common Stock      All officers and directors         -0-                  0%
                  as a group (2 persons)
--------------------------------------------------------------------------------
   (1)
     These are restricted shares of Common Stock.

     There are no arrangements or understandings among the persons referenced
above or any of their respective associates concerning election of directors or
any other matters which may require shareholder approval.

                                       11
<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  No exhibits required.

     (b)  The following reports were filed:

          (i)  Form 8-K on October 12, 2001.
          (ii) Form 8-K on July __, 2001.


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, INC.



Dated: November 19, 2001                     By:  /s/  JAMES BUNYAN
                                             -----------------------------------
                                             James Bunyan, President




                                       12