U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   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 June 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 August 11, 2001
            ------                      ----------------------------------
Common Stock, $0.001 par value                      4,284,000

Transitional Small Business Disclosure Format (check one)

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

<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

            BALANCE SHEETS                                             F-2

            INTERIM STATEMENTS OF OPERATIONS                           F-3

            INTERIM STATEMENTS OF CASH FLOWS                           F-4

            NOTES TO INTERIM FINANCIAL STATEMENTS                      F-5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       3


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                               6

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                       6

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                 7

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             7

ITEM 5. OTHER INFORMATION                                               7

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                7


SIGNATURES                                                              8

                                       2

<PAGE>


                                  WHISTLER, INC.
                         (A Development Stage Company)

                           INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)


                                  JUNE 30, 2001


<PAGE>



                                 WHISTLER, INC.

                          (A Development Stage Company)

                                 BALANCE SHEETS


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

CURRENT ASSETS
   Cash                                                    $   --      $   --
--------------------------------------------------------------------------------

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

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                $ 27,655    $   --
--------------------------------------------------------------------------------



STOCKHOLDERS' EQUITY
   Common stock, $.001 par value, 20,000,000 shares
      authorized 8,874,000 shares issued and outstanding      8,874       8,874
   Additional paid-in capital                                 8,526       8,526
   Deficit accumulated during the development stage         (45,055)    (17,400)
--------------------------------------------------------------------------------
                                                            (27,655)       --
--------------------------------------------------------------------------------
                                                           $   --      $   --
================================================================================


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

                                       F-2

<PAGE>
<TABLE>
<CAPTION>


                                       WHISTLER, INC.

                                (A Development Stage Company)

                              INTERIM STATEMENTS OF OPERATIONS

                                         (Unaudited)


                                                Three months   Three months    May 31, 1994
                                                 ended June    ended June     (inception) to
                                                  30, 2001      30, 2000       June 30, 2001
--------------------------------------------------------------------------------------------
<S>                                              <C>            <C>             <C>
GENERAL AND ADMINISTRATIVE EXPENSES              $ 27,655       $  7,846        $ 45,055
--------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                          $ 27,655       $  7,846        $ 45,055
============================================================================================


BASIC NET LOSS PER SHARE                         $  0.003       $  0.001
==========================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      8,874,000      8,874,000
==========================================================================


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

                                             F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                        WHISTLER, INC.

                                                 (A Development Stage Company)

                                               INTERIM STATEMENTS OF CASH FLOWS

                                                          (Unaudited)


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

CASH FLOWS FROM OPERATING ACTIVITIES
  <S>                                                                          <C>               <C>               <C>
  Net loss for the period                                                       $ (27,655)        $  (7,846)        $ (45,055)
  Adjustments to reconcile net loss to net cash from operating activities:
  - non-cash expenses                                                                --                --               8,800
------------------------------------------------------------------------------------------------------------------------------
                                                                                  (27,655)           (7,846)          (36,255)
  - net changes in working capital items                                           27,655              --              27,655
------------------------------------------------------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES                                                    --              (7,846)           (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                                                          --              (7,846)             --

CASH, BEGINNING OF PERIOD                                                            --               8,400              --
------------------------------------------------------------------------------------------------------------------------------
CASH, END OF PERIOD                                                             $    --           $     554         $    --
==============================================================================================================================


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

                                                              F-4
</TABLE>

<PAGE>


                                 WHISTLER, INC.
                         (An Development Stage Company)
                     NOTES TO INTERIM FINANCIAL STATEMENTS
                                 JUNE 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.

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 three months ended June 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.
There are no dilutive securities outstanding.

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.

                                       F-5

<PAGE>


                                 WHISTLER, INC.
                         (An Development Stage Company)
                     NOTES TO INTERIM FINANCIAL STATEMENTS
                                 JUNE 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.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"), which establishes accounting and reporting standards for derivative
instruments, including instruments embedded in other contracts, and hedging
activities. It requires that an entity recognize all derivatives; as either
assets or liabilities and measure those instruments at fair value. SFAS 133 is
effective for financial statements for fiscal years beginning after June 15,
1999. The Company 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 $9,000 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 June 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
--------------------------------------------------------------------------------

By preliminary agreement dated August 2, 2001 the Company agreed to acquire 100%
of the issued and outstanding shares of American Energy Power Systems Inc., a
private Nevada corporation in exchange for 1,200,000 restricted shares of common
stock. America Energy is involved in the development, marketing, installation
and servicing of renewable energy sources and other clean power technologies.
The agreement is subject to final due diligence and execution of a definitive
agreement.

                                       F-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 engaged in
the process of terminating business operations relating to the grease and food
waste reprocessing system.

     As of the date of this Quarterly Report, management of the Company is
directing the business operations of the Company towards the entertainment
industry. Management may consider business marketing operations in the
entertainment industry, which include consulting services to film, television,
multimedia and gaming companies. 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.

American Energy Power Systems, Inc.

     On August 2, 2001, the Company entered into a letter agreement (the "Letter
Agreement") to acquire 100% of the issued and outstanding shares of American
Energy Power Systems, Inc., a corporation organized under the laws of Nevada
("AEPS"). AEPS is based in Sacramento, California, and is engaged in the
business of sales, marketing, installation and service of renewable energy
sources and other clean power technologies. As a "contract systems integrator",
AEPS provides hydrogen/oxygen based fuel cell systems and other renewable energy
solutions into the global marketplace. Management of the Company believes that
AEPS' advantage in this marketplace is due to its ability to bridge the gap
between manufacturers of clean power technology and the residential, commercial
and industrial end user. Management of the Company further believes that AEPS'
advantage in the marketplace is due to the strength of its technological
knowledge and engineering capability.

                                       3

<PAGE>


     The acquisition of AEPS by the Company will be in exchange for the issuance
of 1,200,000 shares of the Company's restricted common stock. The Company
further agrees that an additional 1,000,000 shares of restricted common stock
may be issued to finance the development of renewable energy systems and
technology for AEPS.

     The Company and AEPS agree that the Letter Agreement is binding upon the
Company and AEPS, and that the Company and AEPS may negotiate prior to execution
a definitive agreement with such further terms and conditions that are
reasonably necessary to carry out and give effect to the terms and provisions of
the Letter Agreement. The Company and AEPS further agree that as a pre-condition
to closing such acquisition and the consummation of a definitive agreement
encompassing the terms and provisions of the Letter Agreement, the Company
conduct to its satisfaction due diligence which may include, but is not limited
to, financial statements, inventory of assets and liabilities, confirmation that
AEPS has complied with all regulatory filings, and receipt of necessary
approvals regarding the transaction including approval by the shareholders of
AEPS. As of the date of this Quarterly Report, the Company is conducting its due
diligence.

Intelliscape Interactive Corp.

     On February 22, 2001, the Company entered into a letter agreement (the "
Intelliscape Letter Agreement") with Intelliscape Interactive Corp.
("Intelliscape") to acquire 100% of the issued and outstanding shares of common
stock of Intelliscape. Intelliscape is a provider of high quality services for
the digital media industry. Intelliscape provides media services such as 2D and
3D animation, digital special effects for film and television, flash animation,
and programming and development of interactive games.

     The acquisition of Intelliscape by the Company would have been in exchange
for issuance of shares of restricted common stock of the Company valued in the
aggregate at approximately $250,000.00. The Intelliscape Letter Agreement
further provided that additional shares of restricted common stock may be issued
by the Company to Intelliscape valued in the aggregate at approximately $750,000
in the event Intelliscape introduces additional products and/or develops
commercial successful products.

     On June 5, 2001, the board of directors of the Company determined that it
does not consider the acquisition by the Company of 100% of the issued and
outstanding shares of Intelliscape a probable event, and thus has terminated
discussions with Intelliscape regarding such acquisition based upon the results
of the Company's due diligence, which involved review of Intelliscape's
financial statements, corporate books and records and other documentation.

HLMT Networks Alliance

     On approximately May 3, 2001, the Company formed an alliance with Stargate
Digital Films of Pasadena, California, to launch a digital film studio in
Vancouver, British Columbia, Canada. Management believed that such an alliance
would provide the Company with customized web solutions to assist the Company in
capitalizing on its marketing and business plan and further developing its
business goals.

                                       4

<PAGE>


     On June 5, 2001, the board of directors of the Company determined that its
alliance with Stargate Digital Films would not result in a probable event, and
thus has terminated such alliance.

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

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

     The Company's net losses for the three-month period ended June 30, 2001
were approximately $27,655 compared to a net loss of approximately $7,846 for
the three-month period ended June 30, 2000. During both three-month periods
ended June 30, 2001 and 2000, respectively, the Company recorded no income.

     During the three-month period ended June 30, 2001, the Company recorded
operating expenses of $27,655 compared to $7,846 of operating expenses recorded
during the three-month period ended June 30, 2000. General and administrative
expenses comprised all of the Company's operating expenses, which generally
include corporate overhead, administrative salaries, consulting costs and
professional fees. General and administrative expenses increased by
approximately $19,809 during the three-month period ended June 30, 2001, from
$7,846 incurred during the three-month period ended June 30, 2000 compared to
$27,655 incurred during the three-month period ended June 30, 2001. This
increase in general and administrative expenses was due primarily to an increase
in expenses related to research of possible new business endeavors and the
identification of possible new acquisitions.

     As discussed above, the increase in net loss during the three-month period
ended June 30, 2001 as compared to the three-month period ended June 30, 2000 is
attributable primarily to the increase in expenses associated with research of
business opportunities. The Company's net losses during the three-month period
ended June 30, 2001 were approximately ($27,655) or ($0.003) per common share
compared to net losses during the three-month period ended June 30, 2000 of
approximately ($7,846) or ($0.001) per common share. The weighted average number
of common shares outstanding were 4,284,000 for the three-month period ended
June 30, 2001 as compared to 8,874,000 for the three-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.

                                       5

<PAGE>


     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 June 30, 2001, the Company's total assets were $-0-. As of June 30, 2001,
the Company's total liabilities were $27,655 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 research of
business opportunities.

     Stockholders' equity (deficit) was ($27,655) for the three-month period
ended June 30, 2001.

MATERIAL COMMITMENTS

     As of the date of this Quarterly Report, there are no material commitments
pertaining to the Company and its proposed business operations.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     No report is required.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On April 24, 2001, the board of directors of the Company accepted the
resignation of Mr. Daniel Stonesifer as a director and the president/secretary
of the Company and the resignation of Mr. James D. Whitley as a director and the
treasurer of the Company, both effective April 24, 2001.

     As of the date of the respective resignations, Messrs. Stonesifer and
Whitley were each the record holder of 2,295,000 shares of common stock of the
Company, representing an aggregate 4,590,000 shares of common stock and an
aggregate ownership equity interest of approximately 51.7%. On April 24, 2001,
Messrs. Stonesifer and Whitley surrendered their stock certificates evidencing
2,295,000 shares of common stock, respectively, to the Company. Such stock
certificates were cancelled by the Company.

                                       6

<PAGE>


     As a result of the surrender and cancellation of the stock certificates
evidencing an aggregate of 4,590,000 shares of common stock, which represented
approximately 51.7% of the issued and outstanding shares of Common Stock, there
was a change in control of the Company. As of the date of this Quarterly Report,
there are 4,284,000 shares of Common Stock issued and outstanding, and none of
the 62 shareholders own of record or beneficially, or was known by the Company
to own beneficially, more than five percent (5%) of the Company's Common Stock.
As of the date of this Quarterly Report, none of the current officers or
directors of the Company own of record or beneficially any shares of the
Company's Common Stock.

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 August 13, 2001.
               (ii) Form 8-K on June 12, 2001.
               (iii) Form 8-K on April 8, 2001.
               (iv) Form 8-K on April 8, 2001.
               (v)  Form 8-K on April 8, 2001.
               (vi) Form 8-K on April 7, 2001.


                                       7

<PAGE>


SIGNATURES

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

                                            WHISTLER, INC.



Dated: August 13, 2001                      By:  /s/  JAMES BUNYAN
                                                 -------------------------------
                                                      James Bunyan, President


                                       8