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

                                  FORM 10-KSB

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

     For the fiscal year ended March 31, 2002

[ ]  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 ___

     Check here if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X

     State the issuer's revenues for its more recent fiscal year (ending March
31, 2002): $ -0-.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of March 31, 2002: $600,000.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the most practicable date:

Class                                      Outstanding as of August 1, 2002

Common Stock, $0.001 par value             9,449,976

<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                               3

ITEM 2.  PROPERTIES                                                            7

ITEM 3.  LEGAL PROCEEDINGS                                                     7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   8

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED                     8
           STOCKHOLDER MATTERS

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                     9
           CONDITION AND RESULTS OF OPERATIONS

ITEM 7.  FINANCIAL STATEMENTS                                                 12

         BALANCE SHEET                                                       F-2

         STATEMENTS OF OPERATIONS AND                                        F-3
           COMPREHENSIVE LOSS

         STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIENCY                        F-4

         STATEMENTS OF CASH FLOWS                                            F-5

         NOTES TO FINANCIAL STATEMENTS                                       F-6

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OF                     13
           ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND                         14
           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
           OF THE EXCHANGE ACT

ITEM 10. EXECUTIVE COMPENSATION                                               14

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                      15
           AND MANAGEMENT

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       17

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                     18

SIGNATURES                                                                    18


                                       2
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS HISTORY AND DEVELOPMENT

General

     Whistler, Inc., a Delaware corporation, which currently trades on the OTC
Bulletin Board under the symbol "WSLR" (referred to in this Form 10-KSB as
"WSLR"), was incorporated 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
WSLR resigned their respective positions and new management was implemented.
Therefore, as of April 24, 2001, current management of WSLR decided not to
pursue this business opportunity.

Current Business Operations

     As of the date of this Annual Report, WSLR has focused its business
operations in the alternative energy/fuel cell sector. Management of the Company
believes that its relationship with Anuvu Incorporated ("Anuvu") will allow WSLR
to concentrate its business operations in the area of sales, marketing,
installation, and service of renewable energy sources and other clean power
technologies. The potential acquisition of interests in certain fuel cell
technologies developed by Anuvu is part of WSLR's strategy to assemble the right
combination of management, experience, technology and facilities necessary to
bring fuel cells to mass production and marketing. Management of WSLR believes
that the carbon-X design and technology is ready for mass production and
incorporates key features that make it ready for integration into real-world
fuel cell powered products. Management further believes that unlike other
competing fuel cells, the carbon-X fuel cell can be manufactured using industry
standard manufacturing technologies without the need to build custom
manufacturing lines.

     Anuvu Incorporated

     Anuvu has developed and owns certain fuel cell technology including, but
not limited to, the mass-produceable Carbon-X fuel cell technology and polymer
formula technology, which is used in manufacturing the fuel cell (collectively,
the "Fuel Cell Technology").

          H2Era, Inc.

     Stock Exchange Agreement. WSLR and Norman Alvis, Sr. ("Alvis") entered into
a stock exchange agreement dated November 16, 2001 (the "Stock Exchange
Agreement") relating to the acquisition of H2Era, Inc., a California corporation
("H2Era"). Pursuant to the terms of the Stock Exchange Agreement, (i) Alvis, as
the sole shareholder of H2Era, sold to WSLR all of the issued and outstanding
shares of H2Era; (ii) WSLR issued 450,000 shares of its restricted common stock
and transferred 50,000 shares of free trading common stock to Alvis; and (iii)
WSLR issued 165,000 shares of its restricted common stock and paid $16,000 to a
third-party to settle such third-party's interests in previous agreements with
Anuvu. See "PART II. Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters."

     Litigation. As of the date of this Annual Report, Alvis has advised WSLR
that he wishes to rescind the Share Exchange Agreement due to an alleged
non-timely delivery by WSLR of the 50,000 free-trading shares of common stock,
and has attempted to return to WSLR the 450,000 shares of restricted common
stock issued to him. As of the date of this Annual Report, WSLR has not accepted
the purported rescission and termination of the Share Exchange Agreement by
Alvis.

                                       3
<PAGE>


     On February 2, 2002, Richard M. Glovin, d/b/a Law Offices of Richard M.
Glovin ("Glovin"), filed a complaint for interpleader and injunctive relief
against Alvis and WSLR as defendants (the "Complaint"). The Complaint generally
provides that (i) Glovin holds the corporate documents for H2Era and WSLR's
stock certificate for 50,000 shares; (ii) Glovin refuses to deliver the
corporate documents for H2Era and the stock certificate to either defendant; and
(iii) Alvis and WSLR be ordered to interplead and litigate their respective
rights to the corporate records of H2Era and the stock certificate. See "PART I.
Item 3. Legal Proceedings."

     As of the date of this Annual Report, WSLR does not consider H2Era as a
subsidiary. WSLR's financial statements as of March 31, 2002 and as of December
31, 2001 have not been consolidated. WSLR has, however, recorded the costs
incurred by WSLR regarding the acquisition of H2Era as "advances" on its balance
sheet pending the outcome of the legal proceedings. See "PART II. Item 6.
Management's Discussion and Analysis of Financial Condition and Results of
Operation".

     Prior Agreements. Anuvu and Cell Power, Inc., a New Hampshire corporation
("Cell Power") had previously entered into a series of agreements pertaining to
the Fuel Cell Technology. Certain differences and disputes had arisen between
Anuvu and Cell Power concerning the rights and responsibilities under the
various agreements among Alvis, Anuvu, Cell Power and certain other individuals
(the "Disputes"). In accordance with the provisions of the Stock Exchange
Agreement, WSLR, Anuvu, Cell Power, H2Era, Plugless Power Corp., a New Hampshire
corporation ("PPC"), Alvis and certain other individuals entered into a
settlement agreement and mutual general release dated November 16, 2001 (the
"Settlement Agreement"), in which it was agreed that all claims pertaining to
the Disputes would be settled and released and that all prior agreements between
Anuvu and Cell Power be terminated and extinguished.

     The terms and provisions of the Settlement Agreement provided that (i)
Anuvu and H2Era enter into a license agreement in which Anuvu licenses to H2Era
its Fuel Cell Technology; and (ii) Cell Power and PPC assign all rights, title
and interests in the Royalty Agreement to H2Era in exchange for the assumption
by H2Era of all obligations therein. The provisions of the Settlement Agreement
further provided that H2Era pay to Anuvu the following payments conditioned upon
the occurrence of certain events: (i) $200,000 within 120 days of the date of
the Settlement Agreement; (ii) $200,000 thirty days from the release of the
first payment; and (iii) $200,000 in equal monthly installments of $16,666.67
commencing thirty days from the release of the second payment.

     In accordance with the terms of the Settlement Agreement, Anuvu and H2Era
entered into a license agreement dated November 16, 2001 (the "License
Agreement"), in which Anuvu granted to H2Era the worldwide right and license to
manufacture, use, distribute and commercialize the Fuel Cell Technology. The
License Agreement has a term equal to the life of the patents for the Fuel Cell
Technology and generally provides that (i) H2Era pay to Anuvu a royalty equal to
2% of the good faith list price received from the sale of all Fuel Cell Products
sold independently or as part of a system by H2Era to third parties for cash or
other forms of consideration (the "Royalty Payments"); and (ii) H2Era retains
the right for a period of one year to acquire Anuvu's right and interest in the
Royalty Payments by the payment of $5,000,000 to Anuvu.

     Anuvu and PPC had previously entered into a royalty agreement pursuant to
which Anuvu agreed to pay to PPC certain royalties on all fuel cell revenue that
Anuvu generates (the "Royalty Agreement"). On November 16, 2001, in accordance
with the provisions of the Settlement Agreement, H2Era, Cell Power and PPC
entered into an assignment of contracts and licenses dated November 16, 2001
(the "Assignment Agreement"). Pursuant to the terms of the Assignment Agreement,
PPC assigned and transferred to H2Era all of PPC's right, title and interest in
the Royalty Agreement in exchange for the assumption by H2Era of the obligations
of PPC contained in the Royalty Agreement.

                                       4
<PAGE>


          618039 BC Limited, Inc.

     Letter of Intent. On approximately October 19, 2001, Anuvu and 618039 BC
Limited, Inc., a Delaware corporation ("618039 BC") entered into a letter of
intent (the "Letter of Intent"). The Letter of Intent memorialized the agreement
of Anuvu and 618039 BC in which Anuvu will divide itself into two companies,
known as "FuelCellCo." and "AutoCo". The Letter of Intent generally provides
that (i) Anuvu will transfer all of its fuel cell business and all of its assets
including equipment, leases and property (not including non-fuel cell related
intellectual property) to FuelCellCo.; and (ii) FuelCellCo will subsequently be
acquired by 618039 BC and all of the fuel cell business and related assets will
be transferred by FuelCellCo to 618039 BC.

     Assignment Agreement. On November 15, 2001, WSLR and 618039 BC entered into
an assignment and assumption agreement (the "Assignment and Assumption
Agreement"), pursuant to which 618039 BC assigned to WSLR all of its rights,
title and interests in the Letter of Intent.

     Amendment to Letter of Intent. On approximately December 7, 2001, WSLR, as
the assignee of 618039 BC, and Anuvu entered into an amendment to the Letter of
Intent (the "Amended Letter of Intent"). The Amended Letter of Intent (i)
acknowledged that 618039 BC paid to Anuvu $200,000, which was due October 2001;
(ii) acknowledged that 618039 BC paid to Anuvu a partial payment of $49,000 on
the required $200,000 payment, which was due November 2001; (iii) amended the
Letter of Intent to require WSLR to make payments to Anuvu as follows: (a)
$110,000 on December 7, 2001, (b) $41,000 as the final payment for the required
November 2001 payment on or before December 13, 2001, (c) thereafter, to
continue to make the monthly payments as specified in the Letter of Intent. The
Amended Letter of Intent further provided that upon receipt of the $110,000
payment, Anuvu will (i) forward to WSLR copies of the draft patent applications
on the Fuel Cell Technology; (ii) begin work on a technical manual for
construction of the carbon-X fuel cell; and (iii) begin work on the one-kilowatt
fuel cells for testing and demonstrations.

     Proposed Contract with Anuvu

     As of the date of this Annual Report, WSLR and Anuvu have entered into a
memorandum of understanding (the "Memorandum"), pursuant to which Anuvu assigned
a 50% co-ownership interest in the two pending patents protecting Anuvu's carbon
X fuel cell technology. WSLR and Anuvu intend to enter into a definitive patent
joint ownership agreement, which will memorialize the terms of the Memorandum
and further terms and conditions of the intended transaction between WSLR and
Anuvu (the "Patent Joint Ownership Agreement"). Pursuant to the proposed Patent
Joint Ownership Agreement, the parties will agree that the Patent Joint
Ownership Agreement will replace and cause to be null and void all previous
agreements (with the exception of any non-disclosure provisions which will
remain in effect), and all obligations and rights will be replaced and restated
in their entirety in accordance with the terms and provisions of the Patent
Joint Ownership Agreement.

     Management of WSLR anticipates that the Patent Joint Ownership Agreement
will acknowledge that (i) Anuvu has filed with the United States Patent and
Trademark Office a patent entitled "Water-Soluble Electrically Conductive and
Electrically Insulative Polymer Compositions and Applications Thereof" covering
the polyelectric technology (the "Patent"); (ii) WSLR has filed with the United
States Patent and Trademark Office a provisional patent entitled
"Electrochemical Fuel Cell Comprised of Series of Conductive Compression Gaskets
and Method Manufacture" covering the gasket separator technology (the
"Provisional Patent"); and (iii) WSLR and Anuvu will subsequently convert the
provisional filing through the filing of a patent entitled "Conductive
Compression Gaskets Patent") for the conductive compression gaskets technology
(collectively, the "Co-Owned Patents").

     Management of WSLR anticipates that under the Patent Joint Ownership
Agreement, Anuvu and WSLR will agree to enter into an assignment agreement
pursuant to which Anuvu will assign to WSLR joint ownership rights in the Patent
and Provisional Patent solely with respect to fuel cell applications (meaning
the assembly, manufacturing, development and sale of fuel cell stacks
inforporating the carbon-x fuel cell technology, polyelectric polymer formula,
and other technology and manufacturing processes disclosed in the Co-Owned
Patents. In the event the Conductive Compression Gaskets Patent is denied and
not issued, it is anticipated that Anuvu will agree to amend the assignment
agreement to assign to WSLR co-ownership rights in the Patent for all
applications, including non-fuel cell applications.

                                       5
<PAGE>


     As consideration for the assignment of the Co-Owned Patents, the Patent
Joint Ownership Agreement will provide that WSLR will (i) have paid to Anuvu a
total of $600,000 which shall be applied to the purchase price for the
assignment; (ii) issue to Anuvu 750,000 shares of its restricted common stock;
and (iii) pay to Anuvu a one percent (1%) royalty on the gross revenues of WSLR
and on the gross revenues of any permitted assignee of WSLR's patent rights
related to the sale, license, leasing or other commercialization of all or any
portion of the technology covered by the Co-Owned Patents, fuel cells or other
products utilizing any fuel cell application or the technology covered under any
of the Co-Owned Patents.

     Management of WSLR anticipates that pursuant to further terms of the Patent
Joint Ownership Agreement, (i) WSLR will be liable for fifty percent (50%) of
all costs and fees for prosecution of the Co-Owned Patents; (ii) Anuvu will pay
the remaining fifty percent (50%) of the Patent fees; (iii) Anuvu will train up
to two WSLR technicians for five continuous business days at no additional
charge; (iv) Anuvu will provide to WSLR additional training as needed at
established fees; and (v) Anuvu will write a design and manufacturing manual
describing the design of the first and second generation carbon-x fuel cell, how
to hand fabricate a carbon-x fuel cell and how to mass produce the carbon-x fuel
cell.

     As of the date of this Annual Report, the Patent Joint Ownership Agreement
has not been executed nor have any of the provisions contained therein been
consummated.

     Viable International Technology Associates-Sun, Inc.

     On approximately May 30, 2002, WSLR and Viable International Technology
Associates-Sun, Inc. ("VITA-Sun") entered into a co-development agreement which
generally provides for the exploration and development of products suitable for
fuel cell integration in the residential, commercial, single-family homes,
apartment complexes, hotels, schools and manufacturing facilities.

     Management of WSLR believes that VITA-Sun is currently in the process of
manufacturing and patenting a photovoltaic solar powered "energy management
smart system", which may establish the future standard of renewable energy
communities. Management of WSLR further believes that VITA-Sun will have pilot
projects involving a 1,300 unit subdivision to be built in Las Cruces, New
Mexico, and that the pilot projects will integrate WSLR's fuel cells and
technology with VITA-Sun's patented technology. Management of WSLR believes that
integration of these technologies could result in a closed looped day/night
renewable energy producing system.

     American Energy Power Systems, Inc.

     American Energy Power Systems, Inc., a corporation organized under the laws
of Nevada ("AEPS") is involved in the development, marketing, installation and
servicing of renewable energy sources and other clean power electrolysis.

     On September 15, 2001, effective October 2, 2001, WSLR, AEPS, and the
shareholders of AEPS entered into a stock purchase agreement (the "AEPS
Agreement"), pursuant to which WSLR acquired AEPS as a wholly-owned subsidiary.
Pursuant to the provisions of the AEPS Agreement, WSLR (i) acquired from the
shareholders of AEPS an aggregate 1,046,036 shares of common stock of AEPS,
which was all of the issued and outstanding shares of AEPS; (ii) issued to the
shareholders of AEPS an aggregate of 1,248,000 shares of WSLR's restricted
common stock; (iii) would reserve for issuance under certain stock option plans,
subject to shareholder approval, at least an aggregate of 15% of WSLR's shares
of common stock; and (iv) would use its best efforts to raise a minimum of $.5
million dollars in equity financing by December 27, 2001 to finance the
operations of AEPS. The AEPS Agreement further provided that if WSLR was unable
to raise the equity financing, WSLR and the shareholders of AEPS would return
their respective shares of common stock, declare the AEPS Agreement null and
void, and WSLR would pay AEPS $25,000 as reimbursement for legal costs.

                                       6
<PAGE>


     WSLR was not successful in its attempts to raise the equity capital and
financing for the business operations of AEPS. As of the date of this Annual
Report, WSLR deems the AEPS Agreement to be rescinded and null and void, and has
paid to AEPS the $25,000. In accordance with the provisions of the AEPS
Agreement, WSLR has returned to AEPS the 1,046,036 shares of common stock of
AEPS and has requested that the former shareholders of AEPS return their
respective stock certificate(s) to WSLR for cancellation. As of the date of this
Annual Report, the former shareholders of AEPS have refused to return to WSLR
the aggregate 1,248,000 shares of WSLr's common stock and have threatened legal
action against WSLR for alleged breach of the AEPS Agreement. See "PART I. Item
3. Legal Proceedings".

     As of the date of this Annual Report, WSLR does not consider AEPS as a
subsidiary. WSLR's financial statements as of March 31, 2002 and as of December
31, 2001 have not been consolidated. WSLR has recorded a loss of $449,200
incurred by WSLR on its investment in AEPS on its Statements of Operations. See
"PART II. Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operation".

     In accordance with the terms and provisions of the AEPS Agreement, AEPS, as
the then wholly-owned subsidiary of WSLR, and certain individuals entered into
executive employment agreements dated September 28, 2001 (the "Employment
Agreements"). The Employment Agreements were for an initial two-year term and
automatically renewable for subsequent one-year terms. Simultaneous with the
rescission of the AEPS Agreement, WSLR rescinded the Employment Agreements. As
of the date of this Annual Report, management of WSLR believes that the
Employment Agreements are null and void and that WSLR has no further obligations
or duties.

Future Business Operational Focus

     As of the date of this Annual Report, management of WSLR is currently
undertaking and will continue to undertake research relating to prospective new
business endeavors within the fuel cell industry. Management of WSLR will
continue its attempts to establish strategic relationships, co-development
agreements and development contracts with reputable companies whose products are
suitable for fuel cell integration.

ITEM 2. DESCRIPTION OF PROPERTIES

     Except as described above, WSLR does not own any other real estate or other
properties. WSLR leases office space and its offices are located at 12740
Vigilante Road, Lakeside, California 92040.

ITEM 3. LEGAL PROCEEDINGS

H2Era

     Alvis has advised WSLR that he wishes to rescind the Share Exchange
Agreement due to an alleged non-timely delivery by WSLR of the 50,000
free-trading shares of common stock, and has attempted to return to WSLR the
450,000 shares of restricted common stock issued to him. As of the date of this
Annual Report, WSLR has not accepted the purported rescission and termination of
the Share Exchange Agreement by Alvis.

     Therefore, on February 2, 2002, Richard M. Glovin, d/b/a Law Offices of
Richard M. Glovin ("Glovin"), filed a complaint for interpleader and injunctive
relief against Alvis and WSLR as defendants (the "Complaint"). The Complaint
generally provides that (i) Glovin created H2Era for Alvis to transfer certain
licenses and other agreements into H2Era, which would subsequently be
transferred by H2Era to a publicly traded company; (ii) Alvis and WSLR agreed to
transfer all of Alvis' interest in H2Era to WSLR in exchange for the issuance of
450,000 shares of WSLR's restricted common stock and transfer of 50,000 shares
of free trading stock to Alvis; (iii) Alvis deemed the agreements between
himself and WSLR void because WSLR had breached the agreements by failing to
deliver the 50,000 shares of free-trading common stock; (iv) Glovin subsequently
received a stock certificate from WSLR in the amount of 50,000 shares; (v) WSLR
claims it has fully performed all conditions, covenants and promises under the
agreements and demanded that Glovin turn over to WSLR all documents and records
related to H2Era; (vi) Alvis terminated Glovin's services and demanded immediate
surrender of all documents and records related to H2Era; (vii) Glovin holds the
corporate documents for H2Era and WSLR's stock certificate for 50,000 shares and
refuses to deliver the corporate documents for H2Era and the stock certificate
to either defendant; and (vii) Alvis and WSLR be ordered to interplead and
litigate their respective rights to the corporate records of H2Era and the stock
certificate.

                                       7
<PAGE>

     As of the date of this Annual Report, management intends to aggressively
pursue all such legal actions and review further legal remedies against Alvis.

AEPS

     WSLR was not successful in its attempts to raise the equity capital and
financing for the business operations of AEPS pursuant to the terms of the AEPS
Agreement. WSLR, therefore, deems the AEPS Agreement to be rescinded and null
and void. In accordance with the provisions of the AEPS Agreement, WSLR has
returned to AEPS the 1,046,036 shares of common stock of AEPS and has requested
that the former shareholders of AEPS return their respective stock
certificate(s) to WSLR for cancellation. As of the date of this Annual Report,
the former shareholders of AEPS have refused to return to WSLR the aggregate
1,248,000 shares of WSLR's common stock and have threatened legal action against
WSLR for alleged breach of the AEPS Agreement.

     As of the date of this Annual Report, WSLR denies any liability regarding
this alleged breach of the AEPS Agreement and further denies any liability
regarding the Employment Agreements. The eventual outcome of this litigation is
presently not determinable. Management intends to aggressively pursue all such
legal actions and review further legal remedies against AEPS and the former
shareholders of AEPS, including legal action for the return of WSLR's shares of
common stock currently held by the former AEPS shareholders.

     With exception of the above disclosure, management is not aware of any
legal proceedings contemplated by any governmental authority or other party
involving WSLR or its properties. No director, officer or affiliate of WSLR is
(i) a party adverse to WSLR in any legal proceedings, or (ii) has an adverse
interest to WSLR in any legal proceedings. Management is not aware of any other
legal proceedings pending or that have been threatened against WSLR or its
properties.

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

     No matters were submitted to the shareholders of WSLR for their approval
during fiscal year ended March 31, 2002.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     Whistler, Inc.'s common stock is traded on the OTC Bulletin Board under the
symbol "WSLR". The common stock commenced trading on the OTC Bulletin Board on
approximately July 17, 2000. The market for WSLR's common stock is limited,
volatile and sporadic. The following table sets forth the high and low sales
prices relating to WSLR's common stock since the date of commencement of
trading. These quotations reflect inter-dealer prices without retail mark-up,
mark-down, or commissions, and may not reflect actual transactions.

                                 FISCALS YEAR ENDED
                     ---------------------------------------------
                          MARCH 31, 2002 and MARCH 31, 2001
                     ---------------------------------------------
                     HIGH BID    LOW BID       HIGH BID    LOW BID
                       March 31, 2002            March 31, 2001
                     ---------------------------------------------

First Quarter*        $0.90      $0.45          $ ---       $ ---
Second Quarter        $0.01      $0.45          $ ---       $ ---
Third Quarter         $0.80      $0.35          $ ---       $ ---
Fourth Quarter        $0.68      $0.16          $2.00       $0.40

*Represents first quarter ended as of June 30, 2001 and June 30, 2000, second
quarter ended as of September 30, 2001 and September 30, 2000, third quarter
ended as of December 31, 2001 and December 31, 2000, and fourth quarter ended as
of March 31, 2002 and March 31, 2001.

                                       8
<PAGE>


HOLDERS

     As of June 26, 2002, WSLR had approximately 64 shareholders of record.

DIVIDENDS

     No dividends have ever been declared by the board of directors of WSLR on
its common stock. WSLR's losses do not currently indicate the ability to pay any
cash dividends, and WSLR does not indicate the intention of paying cash
dividends on its common stock in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONA DN RESULTS
        OF OPERATION

     Statements made in this Form 10-KSB 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.
WSLR intends that such forward-looking statements be subject to the safe harbors
for such statements. WSLR 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 WSLR that could
cause actual results and events to differ materially from historical results of
operations and events and those presently anticipated or projected. WSLR
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.

     The following discussions of the results of operations and financial
position of WSLR should be read in conjunction with the financial statements and
notes pertaining to them that appear elsewhere in this Form 10-KSB.

RESULTS OF OPERATION

For Fiscal Year Ended March 31, 2002 compared with Fiscal Year Ended March 31,
2001

     WSLR's net losses for fiscal year ended March 31, 2002 were approximately
$1,324,285 compared to a net loss of approximately $8,400 for fiscal year ended
March 31, 2001 (an increase of approximately $1,315,885). During both fiscal
years ended March 31, 2002 and 2001, respectively, WSLR recorded no income.

     During fiscal year ended March 31, 2002, operating expenses increased by
$1,315,885 from $8,400 incurred during fiscal year ended March 31, 2001 to
$1,324,285 incurred during fiscal year ended March 31, 2002. Of the $1,324,285
incurred as operating expenses during fiscal year ended March 31, 2002,
approximately $172,828 was incurred as consulting fees, $499,200 was incurred as
a loss on the investment in AEPS, $449,600 was incurred as a loss on the
write-off of advances on the acquisition of H2-Era, $84,091 was incurred as
general and administrative expenses, and $52,870 was incurred as professional
fees. During fiscal year ended March 31, 2001, general and administrative
expenses comprised all of WSLR's operating expenses of $8,400. General and
administrative expenses generally include corporate overhead and administrative
salaries.

     As discussed above, the increase in net loss during fiscal year ended March
31, 2002 as compared to fiscal year ended March 31, 2001 is attributable
primarily to the recording of the $499,200 loss relating to the investment in
AEPS, the $449,600 loss relating to the write-off of advances on the acquisition
of H2-Er, and the incurrence of $172,828 in consulting fees relating to the
acquisition of interests in certain fuel cell technologies developed by Anuvu.
WSLR's net losses during fiscal year ended March 31, 2002 were approximately
($1,324,285) or ($0.20) per common share compared to net losses during fiscal
year ended March 31, 2001 of approximately ($8,400) or ($0.00) per common share.
The weighted average number of common shares outstanding were 6,762,879 for
fiscal year ended March 31, 2002 as compared to 8,874,000 for fiscal year ended
March 31, 2001.

                                       9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

For Fiscal Years Ended March 31, 2001 and 2000

     WSLR'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 WSLR be unable to continue in
operations.

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

     From the date of this Annual Report, management believes that WSLR can
satisfy its cash requirements for approximately the next six months based on its
ability to obtain advances from certain investors and related investors, if
necessary.

     As of March 31, 2002, WSLR's total assets were $609,835 compared to total
assets of $-0- as of fiscal year ended March 31, 2001. As of March 31, 2002,
WSLR's total liabilities were $1,041,320 compared to total liabilities of $-0-
as of fiscal year ended March 31, 2001.

     The increase in total assets from March 31, 2001 was due primarily to the
recording of $600,000 as fuel cell technology rights. The increase in
liabilities from March 31, 2001 was due primarily to an increase in (i) loans
payable in the amount of $628,185 relating to funds advanced to WSLR from
certain shareholders to provide working capital; (ii) $242,439 in accounts
payable and accrued liabilities; and (iii) $165,000 as a liability relating to
the authorization of the issuance of shares of common stock.

     Stockholders' deficit was ($431,485) for fiscal year ended March 31, 2002.

     For fiscal year ended March 31, 2002, the net cash used in operating
activities was ($127,350) compared to net cash used for operating activities of
($8,400 for fiscal year ended March 31, 2001 (an increase of $118,950). As
discussed above, the increase was primarily comprised of (i) a net loss of
$1,324,285 for fiscal year ended March 31, 2002 compared to a net loss of $8,400
for fiscal year ended March 31, 2001 (an increase of $1,315,885), (ii) $499,200
in loss incurred on the investment in AEPS for fiscal year ended March 31, 2002
compared to no such loss recorded for fiscal year ended March 31, 2001, and
(iii) $449,600 in loss incurred as a write-off on the investment in H2-Era for
fiscal year ended March 31, 2002 compared to no such loss recorded for fiscal
year ended March 31, 2001.

     WSLR increased its net cash from financing activities for fiscal year ended
March 31, 2002 to $753,185 compared to $-0- for fiscal year ended March 31,
2001. The major component primarily consisted of proceeds of $628,185 from loans
payable for fiscal year ended March 31, 2002.

     WSLR increased its net cash used in investing activities for fiscal year
ended March 31, 2002 to $616,000 compared to $-0- for fiscal year ended March
31, 2001.

MATERIAL COMMITMENTS

     In connection with the developmental expenses and other overhead costs
incurred during fiscal year ended March 31, 2002, WSLR has borrowed funds and
entered into various contractual arrangements representing certain of the
following material commitments.

                                       10
<PAGE>


Anuvu Incorporated

     On approximately December 7, 2001, WSLR, as the assignee of 618039 BC, and
Anuvu entered into an Amended Letter of Intent which requires WSLR to make
payments to Anuvu as follows: (i) $110,000 on December 7, 2001; (ii) $41,000 as
the final payment for the required November 2001 payment on or before December
13, 2001; and (iii) thereafter, to continue to make the monthly payments as
specified in the Letter of Intent.

     As of the date of this Annual Report, WSLR has paid an aggregate of
$600,000 to Anuvu, however, the Patent Joint Ownership Agreement has not been
executed nor have any of the provisions contained therein been consummated.
Therefore, the Letter of Intent, the License Agreement, the Settlement Agreement
and the Royalty Agreement are valid and continue to remain in full force and
effect.

AUDIT COMMITTEE

     As of the date of this Annual Report, WSLR has not appointed members to an
audit committee and, therefore, the respective role of an audit committee has
been conducted by the board of directors of WSLR. When established, the audit
committee's primary function will be to provide advice with respect to IGCO's
financial matters and to assist the board of directors in fulfilling its
oversight responsibilities regarding finance, accounting, tax and legal
compliance. The audit committee's primary duties and responsibilities will be
to: (i) serve as an independent and objective party to monitor WSLR's financial
reporting process and internal control system; (ii) review and appraise the
audit efforts of WSLR's independent accountants; (iii) evaluate WSLR's quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and the board of directors.

     The board of directors has considered whether the regulatory provision of
non-audit services is compatible with maintaining the principal independent
accountant's independence.

Audit Fees

     During fiscal year ended March 31, 2002, WSLR incurred approximately
$24,600 in fees to its principal independent accountant for professional
services rendered in connection with preparation and audit of WSLR's financial
statements for fiscal year ended December 31, 2002 and for the review of WSLR's
financial statements for the quarters ended June 30, 2001, September 30, 2001
and December 31, 2001.

Financial Information Systems Design and Implementation Fees

     During fiscal year ended March 31, 2002, WSLR did not incur any fees for
professional services rendered by its principal independent accountant for
certain information technology services which may include, but is not limited
to, operating or supervising or managing WSLR's information or local area
network or designing or implementing a hardware or software system that
aggregate source data underlying the financial statements.

All Other Fees

     During fiscal year ended March 31, 2002, WSLR did not incur any other fees
for professional services rendered by its principal independent accountant for
all other non-audit services which may include, but is not limited to,
tax-relates services, actuarial services or valuation services.

                                       11
<PAGE>


ITEM 7. FINANCIAL STATEMENTS

     The information required under Item 310(a) of Regulation S-B is included in
this report as set forth in the "Index to Financial Statement".

Index to Financial Statements

     Independent Auditor's Report dated May 31, 2002.
     Balance Sheet for fiscal years ended March 31, 2002 and March 31, 2001.
     Statements of Operations for fiscal years ended March 31, 2002 and March
      31, 2001, and from inception (May 31, 1994) to March 31, 2002.
     Statements of Cash Flows for fiscal years ended March 31, 2002 and March
      31, 2001, and from inception (May 31, 1994) to March 31, 2002.
     Statements of Stockholders' Equity for the period from March 31, 1997 to
      March 31, 2002.
     Notes to Financial Statements for March 31, 2002.





                                       12
<PAGE>


             LABONTE & CO.                        1205 - 1095 West Pender Street
----------------------------------------          Vancouver, BC  Canada
C H A R T E R E D  A C C O U N T A N T S          V6E 2M6
----------------------------------------          Telephone       (604) 682-2778
                                                  Facsimile       (604) 689-2778
                                                  Email        rjl@labonteco.com




                                AUDITORS' REPORT
--------------------------------------------------------------------------------


To the Stockholders and Board of Directors of Whistler, Inc.

We have audited the balance sheets of Whistler, Inc. (a development stage
company) as at March 31, 2002 and 2001 and the statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at March 31, 2002 and 2001
and the results of its operations and its cash flows and the changes in
stockholders' equity for the years then ended in accordance with United States
generally accepted accounting principles.



                                                 /s/ LABONTE & CO.
                                                 -----------------
                                                 LABONTE & CO.
                                                 CHARTERED ACCOUNTANTS

Vancouver, B.C.
May 31, 2002




COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING
DIFFERENCES
--------------------------------------------------------------------------------

In the United States, reporting standards for auditors would require the
addition of an explanatory paragraph following the opinion paragraph when the
financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those
described in Note 1. Our report to the stockholders and Board of Directors dated
May 31, 2002 is expressed in accordance with Canadian reporting standards which
do not permit a reference to such conditions and events in the auditors' report
when these are adequately disclosed in the financial statements.




                                                           CHARTERED ACCOUNTANTS

Vancouver, B.C.
May 31, 2002

                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                                            WHISTLER, INC.

                                     (A Development Stage Company)

                                            BALANCE SHEETS


                                                                        March 31, 2002    March 31, 2001
                                                                        --------------    --------------
                                                ASSETS
<S>                                                                      <C>               <C>
CURRENT ASSETS
   Cash                                                                  $     9,835       $      --

FUEL CELL TECHNOLOGY RIGHTS (Note 3)                                         600,000              --
                                                                         -----------       -----------

                                                                         $   609,835       $      --
                                                                         ===========       ===========


                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                              $   242,439       $      --
   Accrued interest payable (Note 6)                                           5,696              --
   Liability to issue shares (Note 7)                                        165,000              --
   Loans payable (Note 6)                                                    628,185              --
                                                                         -----------       -----------

                                                                           1,041,320              --
                                                                         -----------       -----------


CONTINGENCIES (Notes 1, 4 and 5)

STOCKHOLDERS' EQUITY (DEFICIT) (Note 7)
   Common stock, $.001 par value, 20,000,000 shares authorized
      6,147,000 shares issued and outstanding (2001 - 8,874,000 shares)        6,147             8,874
   Additional paid-in capital                                                904,053             8,526
   Deficit accumulated during the development stage                       (1,341,685)          (17,400)
                                                                         -----------       -----------

                                                                            (431,485)             --
                                                                         -----------       -----------

                                                                         $   609,835       $      --
                                                                         ===========       ===========


               The accompanying notes are an integral part of these financial statements

                                                 F-2
<PAGE>


                                                  WHISTLER, INC.

                                           (A Development Stage Company)

                                             STATEMENTS OF OPERATIONS



                                                                     Year ended        Year ended       May 31, 1994
                                                                       March 31,         March 31,     (inception) to
                                                                           2002              2001      March 31, 2002
                                                                    -----------       -----------      --------------


EXPENSES
  Consulting fees                                                   $   172,828       $      --         $   172,828
  General and administrative                                             84,091             8,400           101,491
  Interest expense                                                        5,696              --               6,969
  Management fees                                                        60,000              --              60,000
  Professional fees                                                      52,870              --              52,870
  Loss on write-off of advances on acquisition of H2-ERA (Note 4)       449,600              --             449,600
  Loss on write-off of investment in AEPS (Note 5)                      499,200              --             499,200
                                                                    -----------       -----------       -----------

NET LOSS FOR THE PERIOD                                             $(1,324,285)      $    (8,400)      $(1,341,685)
                                                                    ===========       ===========       ===========




BASIC NET LOSS PER SHARE                                            $     (0.20)      $     (0.00)
                                                                    ===========       ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                            6,762,879         8,874,000
                                                                    ===========       ===========





                     The accompanying notes are an integral part of these financial statements

                                                       F-3
<PAGE>


                                                    WHISTLER, INC.

                                             (A Development Stage Company)

                                           STATEMENT OF STOCKHOLDERS' EQUITY

                                 FOR THE PERIOD FROM MARCH 31, 1997 TO MARCH 31, 2002

                                                                                             Deficit
                                                                                           accumulated
                                                                          Additional       during the
                                          Number of                         Paid In        development
                                           shares           Amount          Capital           stage            Total
                                        -----------      -----------      -----------      -----------      -----------

Balance, March 31, 1997                       2,000      $      --        $       200      $      (200)     $      --

Issuance of $.00001 par value common
stock for license agreement at $.10
per share - August 25, 1997                  88,000                1            8,799             --              8,800

Issuance of $.00001 par value common
stock for cash at $.10 per share -
January 31, 1998                             84,000                1            8,399             --              8,400

Net loss for the year ended
March 31, 1998                                 --               --               --             (8,800)          (8,800)
                                        -----------      -----------      -----------      -----------      -----------

Balance, March 31, 1998                     174,000                2           17,398           (9,000)           8,400

Net loss for the year ended
March 31, 1999                                 --               --               --               --               --
                                        -----------      -----------      -----------      -----------      -----------

Balance, March 31, 1999                     174,000                2           17,398           (9,000)           8,400

Change in par value from $.00001
to $.001 - October 28, 1999                    --                172             (172)            --               --

Forward stock split, 51 for 1 -
February 1, 2000                          8,700,000            8,700           (8,700)            --               --

Net loss for the year ended
March 31, 2000                                 --               --               --               --               --
                                        -----------      -----------      -----------      -----------      -----------

Balance, March 31, 2000                   8,874,000            8,874            8,526           (9,000)           8,400

Net loss for the year ended
March 31, 2001                                 --               --               --             (8,400)          (8,400)
                                        -----------      -----------      -----------      -----------      -----------

Balance, March 31, 2001                   8,874,000            8,874            8,526          (17,400)            --

Cancellation of shares -
August 9, 2001                           (4,590,000)          (4,590)           4,590             --               --

Issuance of shares on acquisition
of AEPS - October 10, 2001                1,248,000            1,248          497,952             --            499,200

Issuance of shares on acquisition
of H2-ERA - November 14, 2001               615,000              615          392,985             --            393,600


Net loss for the year ended
March 31, 2002                                 --               --               --         (1,324,285)      (1,324,285)
                                        -----------      -----------      -----------      -----------      -----------

Balance, March 31, 2002                   6,147,000            6,147          904,053      $(1,341,685)     $  (431,485)
                                        ===========      ===========      ===========      ===========      ===========


                       The accompanying notes are an integral part of these financial statements

                                                           F-4
<PAGE>

                                                    WHISTLER, INC.

                                             (A Development Stage Company)

                                               STATEMENTS OF CASH FLOWS

                                                                                                               May 31, 1994
                                                                              Year ended       Year ended     (inception) to
                                                                            March 31, 2002   March 31, 2001   March 31, 2002
                                                                            --------------   --------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                    $(1,324,285)     $    (8,400)     $(1,341,685)
  Adjustments to reconcile net loss to net cash from operating activities:
  - loss on write-off of investment in H2-ERA                                    449,600             --            449,600
  - loss on write-off of investment in AEPS                                      499,200             --            499,200
  - accrued interest                                                               5,696             --              5,696
  - non-cash expenses                                                               --               --              8,800
                                                                             -----------      -----------      -----------

                                                                                (369,789)          (8,400)        (378,389)
  - net changes in working capital items                                         242,439             --            242,439
                                                                             -----------      -----------      -----------

CASH USED IN OPERATING ACTIVITIES                                               (127,350)          (8,400)        (135,950)
                                                                             -----------      -----------      -----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Loans payable                                                                  628,185             --            628,185
  Net proceeds from stock subscriptions                                          125,000             --            125,000
  Net proceeds on sale of common stock                                              --               --              8,600
                                                                             -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES                                             753,185             --            761,785
                                                                             -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of technology rights                                              (600,000)            --           (600,000)
  Advance on acquisition of H2-Era                                               (16,000)            --            (16,000)
                                                                             -----------      -----------      -----------

CASH USED IN INVESTING ACTIVITIES                                               (616,000)            --           (616,000)
                                                                             -----------      -----------      -----------

INCREASE (DECREASE) IN CASH                                                        9,835           (8,400)           9,835

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

CASH, END OF PERIOD                                                          $     9,835      $      --        $     9,835
                                                                             ===========      ===========      ===========



NON-CASH TRANSACTIONS:

During the year ended March 31, 2002, the Company issued 615,000 shares of common stock at $0.64 per share for $393,600 as
an advance on the acquisition of H2-ERA.

During the year ended March 31, 2002, the Company issued 1,248,000 shares of common stock at $0.40 per share for $499,200
towards the acquisition of American Energy Power Systems, Inc.


                       The accompanying notes are an integral part of these financial statements

                                                         F-5
</TABLE>
<PAGE>

                                 WHISTLER, INC.

                         (An Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2002 AND 2001


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

The company was incorporated in the State of Delaware on May 31, 1994. The
Company to date has been in the development stage and has not yet commenced
business operations. The Company has an accumulated deficit of $1,341,685 since
inception and at March 31, 2002 and has a working capital deficiency of
$1,031,485. During the current year the Company entered into a series of
agreements to acquire interests in certain fuel cell technologies developed by
Anuvu, Inc. The Company needs to raise additional funds to fund ongoing
development of these fuel cell technologies and to provide working capital. To
date the Company has not raised the necessary capital and there can be no
assurance that the Company will be successful in this regard.

Accordingly, these factors raise substantial doubt about the Company's ability
to continue as a going concern. The ability of the Company to realize the
carrying value of its assets and discharges its liabilities in the normal course
of business is dependent on raising additional capital and ultimately on
generating profitable operations.


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.

Technology Rights
The Company had capitalized the acquisition costs of its interest in fuel cell
technology. In accordance with Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Intangible Assets", intangible assets with
indefinite lives will no longer be amortized and will be tested for impairment
annually by measuring the carrying amount against the estimated undiscounted
future cash flows associated with them.

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.

                                      F-6
<PAGE>

                                 WHISTLER, INC.

                         (An Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2002 AND 2001


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.

The Company has also adopted the provisions of the Financial Accounting
Standards Board 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.

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. At March 31, 2002 a full deferred tax asset valuation allowance
has been provided and no deferred tax asset benefit has been recorded.


NOTE 3 - FUEL CELL TECHNOLOGY RIGHTS
--------------------------------------------------------------------------------

Through a series of agreements the Company has negotiated for the acquisition of
interests in certain fuel cell technologies developed by Anuvu, Inc., a private
California company which owns patents and has developed a mass-producible
Carbon-X fuel cell technology and polymer formula technology. Concurrent with
these negotiations the Company also arranged to acquire H2-Era, Inc., a private
California company which was formed to hold certain license rights to Anuvu's
fuel cell technologies (refer to Note 4).

On April 4, 2002 the Company and Anuvu entered into a binding Memorandum of
Understanding ("MOU") whereby Anuvu assigned a 50% co-ownership interest in two
pending Anuvu patents protecting Anuvu's CarbonX fuel cell technology. The
Company had paid $600,000 and has agreed to issue 750,000 restricted shares of
common stock in consideration for the assignment of its interest. The MOU
replaces and causes to be null and void all previous agreements between the
parties. The MOU contemplates that the parties will enter into a formal
agreement and related documentation. To date a formal agreement has not been
executed and the Company has not issued the 750,000 shares.


NOTE 4 - ADVANCES ON ACQUISITION OF H2-ERA INC. (con't)
--------------------------------------------------------------------------------

By an agreement dated November 16, 2001 the Company agreed to acquire 100% of
the issued and outstanding shares of H2-Era from Norman Alvis, Sr. in
consideration for the issuance of 450,000 restricted shares and the transfer of
50,000 free-trading shares from a shareholder valued at $288,000 and $40,000,
respectively. The 50,000 shares were transferred in January 2002. The Company
also issued 165,000 restricted shares valued at $105,600 and paid cash of
$16,000 to settle a third party's interest in previous agreements with Anuvu,
Inc. H2-Era concurrently entered into a license agreement with Anuvu, Inc. to
acquire the worldwide rights to manufacture, use, distribute and commercialise
Anuvu's fuel cell technology through its own modification, changes and
enhancements subject to a 2% royalty on gross sales of fuel cells.

                                      F-7
<PAGE>

                                 WHISTLER, INC.

                         (An Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2002 AND 2001


NOTE 4 - ADVANCES ON ACQUISITION OF H2-ERA INC.
--------------------------------------------------------------------------------

Subsequent to closing the acquisition, Mr. Alvis advised the Company that he
wished to rescind the share exchange agreement due to the alleged non-timely
delivery of the 50,000 free-trading shares and attempted to return the 450,000
restricted shares. The Company has not accepted the purported rescission and
termination of the agreement by Mr. Alvis. This matter is now subject to an
interpleader lawsuit filed by the Company's California legal counsel ordering
the parties to litigate their respective rights to the corporate records of
H2-Era and the 50,000 free-trading shares of the Company. The outcome of this
legal proceeding and the resolution of the uncertainties regarding the
acquisition are presently not determinable. Accordingly, H2-Era is not
considered a subsidiary of the Company and due to the uncertainty of recovery
the Company has written off the costs of acquisition resulting in a loss of
$449,600.


NOTE 5 - LOSS ON WRITE-OFF OF INVESTMENT IN AEPS
--------------------------------------------------------------------------------

By Stock Purchase Agreement dated September 15, 2001 and effective October 2,
2001 the Company agreed to acquire 100% of the issued and outstanding shares of
American Energy Power Systems, Inc. ("AEPS") in consideration for the issuance
of 1,248,000 restricted shares valued at $499,200. AEPS is a California private
company involved in the development, marketing, installation and servicing of
renewable energy sources and other clean power electrolysis. Pursuant to the
terms of the agreement the Company was to use its best efforts to raise $500,000
in equity financing on or before December 27, 2001 to finance AEPS operations.
If the Company was unable to raise the equity financing the parties agreed to
return their respective shares and declare the agreement null and void and the
Company would pay AEPS $25,000 to reimburse for its legal costs.

The Company has advised the former shareholders of AEPS that the agreement has
been rescinded and has requested the return of the 1,248,000 shares issued. The
former shareholders of AEPS have refused to return these shares and have
threatened legal action against the Company for breach of the Stock Purchase
Agreement. The Company has denied any liability regarding this alleged breach of
the agreement, however, the eventual outcome of this threatened litigation is
presently not determinable. The Company has been advised that the operations of
AEPS have been shut down. Management does not consider AEPS to be a subsidiary,
and due to the uncertainty of recovery the Company has recorded a full
impairment provision for its investment in AEPS resulting in a loss of $499,200.


NOTE 6 - LOAN PAYABLE
--------------------------------------------------------------------------------

During the third quarter the Company raised $628,185 by way of loans from
certain shareholders involved in the management of the Company to finance
acquisitions and to provide working capital as follows:

     Tarmac Management Ltd                   $   253,702
     No. 50 Corporate Ventures Ltd.              150,050
     Cybergarden Inc                             207,075
     Joan Purdy                                   17,358
                                             -----------

                                             $   628,185
                                             ===========

A total of $216,000 of these loans are secured by promissory notes bearing
interest at 6% per annum and the balance will bear on demand interest at the
nominal commercial variable lending rate as established by the Toronto Dominion
Bank of Canada. A total of $315,773 of these loans is repayable on demand and
the balance is repayable on or before November 23, 2002. As at March 31, 2002,
$5,696 of interest has been accrued in connection with these loans. The
remaining $96,412 is non-interest bearing and has no specific terms of
repayment.

                                      F-8
<PAGE>

                                 WHISTLER, INC.

                         (An Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2002 AND 2001


NOTE 7 - 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.

During the year ended March 31, 2002, the Company issued 615,000 common shares
valued at $393,600 for the acquisition of H2-Era and 1,248,000 common shares
valued at $499,600 for the acquisition of AEPS. Refer to Notes 4 and 5.

During the year ended March 31, 2002, the Company received $125,000 towards a
private placement financing of restricted shares at a price of $.50 per share. A
finance fee of $22,000 was paid in connection with this financing. No shares
have been issued and the parties are currently negotiating amended terms of this
private placement. The Company has also authorized the issuance of 50,000
restricted shares to reimburse a shareholder who advanced 50,000 shares valued
at $40,000 relating to the H2-Era acquisition.

To March 31, 2002, the Company has not adopted a stock option plan and has not
granted any stock options.


NOTE 8 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

During the year ended March 31, 2002 consulting fees of $97,484 and management
fees of $60,000 were paid to companies which are shareholders and controlled by
certain individuals involved in the management of the Company. In addition, a
finance fee of $22,000 was paid to a relative of such an individual.

Refer to Note 6 and 11.


NOTE 9 - INCOME TAXES
--------------------------------------------------------------------------------

The Company has adopted FASB No. 109 for reporting purposes. As March 31, 2002,
the Company had net operating loss carry forwards of approximately $376,000
which expire between the years 2008 - 2017. Due to the uncertainty of
realization the Company has provided a full valuation allowance for the deferred
tax assets resulting from these loss carry forwards.


NOTE 10 - COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107. Disclosures about Fair
Value of Financial Instruments. The estimated fair value amounts have been
determined by the Company, using available market information and appropriate
valuation methodologies. The fair value of financial instruments classified as
current assets or liabilities including cash and cash equivalents and notes and
accounts payable approximate carrying value due to the short-term maturity of
the instruments.

Concentration of Credit Risk
The Company invests its cash and certificates of deposit primarily in deposits
with major banks. Certain deposits, at times, are in excess of federally insured
limits. The Company has not incurred losses related to its cash.

                                      F-9
<PAGE>


                                 WHISTLER, INC.

                         (An Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2002 AND 2001



NOTE 11 - SUBSEQUENT EVENT
--------------------------------------------------------------------------------

On May 6, 2002 the Company entered into settlement agreements with certain
creditors and issued 3,302,976 restricted shares in settlement of debt totalling
$825,746. The majority of these debts were owed to shareholders, directors and
management for cash advances, accrued consulting fees and reimbursable expenses.











                                      F-10
<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     On June 6, 2001, the board of directors of WSLR made a decision to
terminate the services of its principal independent accountant, S.W. Hatfield,
CPA ("SWH"). The termination of SWH resulted from a business decision made by
management of WSLR that it would be in the best interests of WSLR to engage the
services of an independent accountant which has a current relationship with
other companies associated with WSLR's management. On June 7, 2001, WSLR
received an acknowledgement from SWH regarding SWH's termination.

     On February 19, 2001, WSLR had been notified of the death of its principal
independent accountant, Barry Friedman ("Friedman"). Therefore, on February 20,
2001, the board of directors of WSLR had approved the engagement of SWH as
WSLR's principal independent accountant.

     During the period of its engagement, SWH did not perform any services
related to WSLR's audited financial statements. SWH had, however, substantially
completed its field work for the audit of the financial statements of WSLR for
the fiscal year ended March 31, 2001. Accordingly, SWH cannot comment and has no
opinion as to whether WSLR had any disagreements with SWH which were not
resolved on any matter concerning accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of SWH, would have caused SWH to make reference
to the subject matter of the disagreements in connection with its reports.

     During WSLR's two most recent fiscal years and any subsequent interim
period preceding the death of Friedman, there were no disagreements with
Friedman which were not resolved on any matter concerning accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Friedman, would have
caused Friedman to make reference to the subject matter of the disagreements in
connection with his reports. Friedman, as WSLR's principal independent
accountant, did not provide an adverse opinion or disclaimer of opinion to
WSLR's financial statements, nor modify his opinion as to uncertainty, audit
scope or accounting principles.

     On June 8, 2001, the board of directors of WSLR approved and authorized the
engagement of LaBonte & Co., Chartered Accountants, #1205 - 1095 West Pender
Street, Vancouver, British Columbia V6E 2M6 as the principal independent
accountant for WSLR.

     During WSLR's last fiscal year, there were no disagreements with LaBonte &
Co. which were not resolved on any matter concerning accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of LaBonte & Co., would have
caused LaBonte & Co. to make reference to the subject matter of the
disagreements in connection with its reports. LaBonte & Co., as WSLR's principal
independent accountant, did not provide an adverse opinion or disclaimer of
opinion to WSLR's financial statements, nor modify its opinion as to
uncertainty, audit scope or accounting principles.

                                       13
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

     The directors and executive officers of WSLR are as follows:

Name                         Age                   Position with WSLR
----                         ---                   ------------------

James Bunyan                 55                    Director and
                                                   President/Secretary

Douglas Robert Hickey        46                    Director and Treasurer


     JAMES BUNYAN has been a director and the President/Secretary of WSLR since
April 24, 2001. Mr. Bunyan is a citizen of Great Britain, and for the past five
years has been involved as a corporate development specialist. Mr. Bunyan has
extensive experience involving companies within a broad range of the industrial
and commercial sectors. Mr. Bunyan has provided strategic business planning for
such companies, which has included mergers, acquisitions and fundraising.

     DOUGLAS ROBERT HICKEY has been a director and the Treasurer of WSLR since
April 24, 2001. Mr. Hickey is a citizen of Canada, residing in Vancouver,
British Columbia. For the past five years, Mr. Hickey has been involved in the
development of several public companies and has worked in the area of
international finance and corporate development. Mr. Hickey also has extensive
knowledge of the computer graphics and software industries, and is a close
associate of a graphics marketing firm.

SECTION 16 OF THE EXCHANGE ACT

     Section 16(a) of the 1934 Securities Exchange Act, as amended (the
"Exchange Act") requires WSLR's directors and officers, and the persons who
beneficially own more than ten percent of the common stock of WSLR, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to VATL
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by WSLR and on the representations of the reporting persons,
WSLR believes that these persons have complied with all applicable filing
requirements during the fiscal year ended March 31, 2002.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF OFFICERS AND DIRECTORS

     As of the date of this Annual Report, the officers and directors of WSLR do
not receive any compensation for their roles as directors or officers. Officers
and directors of WSLR are reimbursed for any out-of-pocket expenses incurred by
them on behalf of WSLR. The board of directors of WSLR reserves the right to
determine the timing of remuneration for officers, directors and key personnel
of WSLR based upon such factors as positive cash flow, stock sales, product
sales, estimated cash expenditures, accounts receivable, accounts payable, and
cash balance. As of the date of this Annual Report, WSLR cannot accurately
estimate when sufficient revenues will occur to implement any compensation plan.

     There are no contractual relations between WSLR and its officers and
directors relating to employment or other services.

                                       14
<PAGE>


SUMMARY COMPENSATION TABLE

                       Annual Compensation      Awards     Payouts
                      ---------------------   ----------   -------
                              $       $       $       $       #      $      $
Name and Position          Salary   Bonus   Other    RSA   Options  LTIP  Other
-----------------          ------   -----   -----    ---   -------  ----  -----
                 (1)
Daniel Stonesifer   1999     0        0       0       0       0      0      0
Pres./Director      2000     0        0       0       0       0      0      0
                    2001     0        0       0       0       0      0      0
             (1)
James Whitley       1999     0        0       0       0       0      0      0
Director            2000     0        0       0       0       0      0      0
                    2001     0        0       0       0       0      0      0

James Bunyan        2001     0        0       0       0       0      0      0
                    2002     0        0       0       0       0      0      0

Douglas Hickey      2001     0        0       0       0       0      0      0
                    2002     0        0       0       0       0      0      0


     (1) During fiscal year 1994, WSLR issued to each of Messrs. Stonesifer and
Whitley 1,000 shares of restricted common stock for services provided relating
to the start-up of WSLR. During fiscal year 1997, WSLR issued to each of Messrs.
Stonesifer and Whitley 44,000 shares of restricted common stock pursuant to the
terms and provisions of the License Agreement. On February 1, 2000, WSLR issued
to each of Messrs. Stonesifer and Whitley 2,295,000 shares of restricted common
stock pursuant to the forward stock split of 51 to 1.

     There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of WSLR pursuant to any written plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a) On November 16, 2001, in accordance with the terms and provisions of
the Stock Purchase Agreement, the board of directors of WSLR unanimously
authorized and approved (i) the issuance to Alvis of 450,000 shares of WSLR's
restricted common stock; and (ii) the issuance to an unrelated third-party of
165,000 shares of WSLR's restricted common stock. WSLR issued the shares to
Alvis and the unrelated third-party in reliance upon the exemption from
registration provided by Section 4(2) and Regulation D, Rule 506, of the
Securities Act of 1933, as amended (the "Securities Act"). Mr. Alvis and the
third-party each represented to WSLR that they acquired the shares for their own
respective accounts, and not with a view to distribution, and that WSLR made
available to them all material information concerning WSLR.

     (b) On October 2, 2001, in accordance with the terms and provisions of the
AEPS Agreement, the board of directors of WSLR unanimously authorized and
approved the issuance to the shareholders of AEPS an aggregate of 1,248,000
shares of WSLR's restricted common stock. WSLR issued the shares to the AEPS
shareholders in reliance upon the exemption from registration provided by
Section 4(2) and Regulation D, Rule 506, and Regulation S of the Securities Act.
The AEPS shareholders each represented to WSLR that they acquired the shares for
their own respective accounts, and not with a view to distribution, and that
WSLR made available to them all material information concerning WSLR.

     On approximately January 4, 2002, in accordance with the terms and
provisions of the AEPS Agreement, the board of directors unanimously authorized
and approved the rescission of the AEPS Agreement and the request to the
shareholders of AEPS to return their respective stock certificate(s) evidencing
the aggregate of 1,248,000 shares of restricted common stock to WSLR for
cancellation. As of the date of this Annual Report, none of the shareholders of
AEPS have returned their stock certificates to WSLR, therefore, the shares of
common stock remain issued and outstanding.

     (c) On May 6, 2002, the board of directors of WSLR authorized the execution
of settlement agreements with certain creditors of WSLR and the subsequent
issuance of an aggregate of 3,302,976 shares of its restricted common stock
relating to certain debt incurred as described below.

                                       15
<PAGE>


     During fiscal years 2001 and 2002, WSLR incurred substantial monetary
obligations concerning its business operations and associated contractual
relationships in the area of fuel cell technology. A portion of the this debt
has been incurred by WSLR pursuant to its contractual relations with Tarmac
Management Ltd. ("Tarmac"), No. 50 Corporate Ventures Ltd. ("No. 50") and
Cybergarden Development Ltd. ("Cybergarden"), pursuant to which (i) Tarmac, No.
50 and Cybergarden agreed to provide certain services to WSLR on an as-needed
basis including, but not limited to, consulting, financial, administrative,
investor relations and fuel cell industry management; and (ii) Tarmac, No. 50
and Cybergarden provided certain advances to WSLR in order to assist the Company
in financing its contractual debts and obligations. A portion of the debt has
been incurred by WSLR pursuant to personal advances made by certain creditors to
WSLR, which certain of the creditors are also contracted by and part of the
management team of Tarmac.

     WSLR incurred a debt in the aggregate amount of $825,746.09 with certain
creditors of WSLR (the "Creditor(s)"). As described above, such debt due and
owing by WSLR relates to either past financial, administrative and managerial
services performed by the respective Creditor pursuant to contractual agreements
entered into with WSLR and/or prior advances made by the respective Creditor to
WSLR. Therefore, WSLR entered into separate settlement agreements dated May 6,
2002, respectively, with each Creditor (the "Settlement Agreement(s)"), whereby
each Creditor agreed to settle the debt owed to it by WSLR and accept the
issuance of restricted common shares of WSLR at the rate of $0.25 per share as
settlement for all amount due and outstanding to such Creditor as of the date of
the Settlement Agreement.

     On May 6, 2002, the board of directors of WSLR authorized the execution of
the respective Settlement Agreements and the issuance of an aggregate of
3,302,976 shares of its restricted Common Stock at the rate of $0.25 per share
(which amount is based upon the average of the open and close price of $0.31 of
WSLR's shares of common stock traded on the OTC Bulletin Board as of May 3, 2002
discounted by approximately 20% due to their restrictive nature) as follows:

--------------------------------------------------------------------------------
Name of Creditor          Dollar Amount    Rate per Share    Number of Shares of
                            Of Debt                          Common Stock Issued
--------------------------------------------------------------------------------

Tarmac Management Ltd.    $213,833.68          $0.25               855,335

No. 50 Corporate          $150,050.00          $0.25               600,200
 Ventures Ltd.

Cybergarden               $110,574.69          $0.25               442,299
 Development Ltd.

Kent Couillard            $ 50,000.00          $0.25               100,000

Douglas Hickey            $  7,500.00          $0.25                30,000

Tony Perri                $ 10,000.00          $0.25                40,000

Laara Shaffer             $ 50,000.00          $0.25               200,000

Tanya VanBoeyen           $ 50,000.00          $0.25               200,000

Kevan Garner              $112,814.22          $0.25               451,257

John K. Purdy             $ 78,155.37          $0.25               312,612

Joan Purdy                $ 17,818.13          $0.25                71,273
--------------------------------------------------------------------------------

   Total                  $825,746.09                            3,302,976
--------------------------------------------------------------------------------

     On May 6, 2002, WSLR issued an aggregate of 3,302,976 of its restricted
common stock to the Creditors. As a result of the issuance of 3,302,976 shares
of its restricted common stock on May 6, 2002, which represents approximately
35.0% of the now currently issued and outstanding 9,449,976 shares of common
stock, there was a change in control of WSLR.

                                       16
<PAGE>


     (d) On April 24, 2001, the board of directors of WSLR accepted the
resignation of Mr. Daniel Stonesifer as a director and the president/secretary
of WSLR and the resignation of Mr. James D. Whitley as a director and the
treasurer of WSLR, 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 WSLR, 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 WSLR. Such stock certificates were cancelled by
WSLR.

     The following table sets forth the name and address, as of the date of this
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 WSLR to own
beneficially, more than five percent (5%) of WSLR's common stock, and the name
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
--------------------------------------------------------------------------------

Common Stock      Tarmac Management Ltd.       855,335                  9.1%
                  1255 W. Pender St.
                  Vancouver, B.C.
                  Canada V6E 2V1

Common Stock      No. 50 Corporate             600,200                  6.4%
                   Ventures Ltd.
                  1255 W. Pender St.
                  Vancouver, B.C.
                  Canada V6E 2V1

Common Stock      All officers and               -0-                      0%
                   directors as a group
                   (2 persons)
--------------------------------------------------------------------------------

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As of the date of this Annual Report, WSLR has not entered into any
contractual arrangements with related parties other than those resulting
primarily from advances made by related parties to WSLR. The board of directors
of WSLR has not adopted or approved any policy regarding possible future
transactions with related third parties.

     Messrs. Bunyan and Hickey are engaged in other businesses, either
individually or through partnerships and corporations in which they may have an
interest, hold an office or serve on the boards of directors. The directors of
WSLR, Messrs. Bunyan and Hickey, have other business interests to which they may
devote a major or significant portion of their time. Certain conflicts of
interest, therefore, may arise between WSLR and its directors. Such conflicts
can be resolved through the exercise by Messrs. Bunyan and Hickey of judgment
consistent with their fiduciary duties to WSLR. Messrs. Bunyan and Hickey intend
to resolve such conflicts in the best interests of WSLR. Moreover, Bunyan and
Hickey will devote their time to the affairs of WSLR as they deem necessary.

                                       17
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

         None.

     (b) Reports.

     The following Reports on Form 8-K were filed during the last quarter of the
period and to date of this Annual Report.

Item              Date

8-K               June 21, 2002
8-K               March 15, 2002
8-K               March 15, 2002

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 6, 2002                    By: /s/ James Bunyan
                                         --------------------
                                         James Bunyan, President



                                       18