As filed with the Securities and Exchange Commission on July 18,2003
Registration No.
==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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WHISTLER INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)

Nevada 98-0339467
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

4440 East Washington Avenue, Suite 107
Las Vegas, Nevada 89110
(Address of principal executive offices)

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Whistler Investments, Inc.
2003 Restricted Stock Plan
(Full title of the plan)

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Holly Roseberry
President and Chief Executive Officer
Whistler Investments, Inc.
4440 East Washington Avenue, Suite 107
Las Vegas, Nevada 89110
(Name and address of agent for service)

(702) 212-9900
(Telephone number, including area code of Agent for Service)

Copies to:
Michael Paige, Esq.
Jackson & Campbell, P.C.
1120 20th Street, N.W., South Tower
Washington, D.C. 20036
(202) 457-1600
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CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed Aggregate
Title of Securities Amount to Be Maximum Offering Offering Amount of
To Be Registered Registered Price Per Share Price* Registration Fee
- ------------------- ------------ ---------------- --------- ---------------

Common Stock,
$.001 Par Value
Per Share 2,000,000 shs $ 3.62 $7,240,000 $585.72
- ------------------------------------------------------------------------------------------

(*)Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
in the over-the-counter market on July 16, 2003
==========================================================================================

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1: PLAN INFORMATION.

Not applicable.

ITEM 2: REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not applicable.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), File No. 000-33391, are
hereby incorporated by reference in this Registration Statement:

1. Amendment No. 1 to the Company's Annual Report on Form 10-KSB
under the Exchange Act, as filed with the Commission on
June 16, 2003.

2. The Company's Registration Statement on Form 8-A12G under the
Exchange Act, as filed with the Commission on December 7, 2001, together with
Amendment No. 3 to the Company's Registration Statement on Form SB-2, filed with
the Commission on October 31, 2001, and the description of common stock set
forth therein, including any amendments or reports filed for the purpose of
updating such description.

In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Chapter 78 - Private Corporations of Title 7 of the Nevada Revised Statutes (the
"Act") including sections 78.751 and 78.7502, permits, in general, a Nevada

corporation to indemnify any person who was or is a party to an action or
proceeding by reason of the fact that he or she was a director or officer of the
corporation, or served another entity in any capacity at the request of the
corporation, against liability incurred in connection with such proceeding
including the estimated expenses of litigating the proceeding to conclusion and
the expenses, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, if such person
acted in good faith, for a purpose he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. The Act permits the corporation to pay in advance of a
final disposition of such action or proceeding the expenses incurred in
defending such action or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount as, and to the extent,
required by statute. The Act provides that the indemnification and advancement
of expense provisions contained in the Act shall not be deemed exclusive of any
rights to which a director or officer seeking indemnification or advancement of
expenses may be entitled.

Article XIII of the Company's By-laws provides the following:

The Directors shall cause the Company to indemnify a Director or former Director
of the Company and the Directors may cause the Company to indemnify a director
or former director of a corporation of which the Company is or was a shareholder
and the heirs and personal representatives of any such person against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them including an amount
paid to settle an action or satisfy a judgment inactive criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his or her being or having been a Director of the Company or a
director of such corporation, including an action brought by the Company or
corporation.
Each Director of the Company on being elected or appointed is deemed to have
contracted with the Company on the terms of the foregoing indemnity.

The Directors may cause the Company to indemnify an officer, employee or agent
of the Company or of a corporation of which the Company is or was a shareholder
(notwithstanding that he is also a Director), and his or her heirs and personal
representatives against all costs, charges and expenses incurred by him or them
and resulting from his or her acting as an officer, employee or agent of the
Company or corporation. In addition the Company shall indemnify the Secretary or
an Assistance Secretary of the Company (if he is not a full time employee of The
Company and notwithstanding that he is also a Director), and his or her
respective heirs and legal representatives against all costs, charges and
expenses incurred by him or them and arising out of the functions assigned to
the secretary by the Corporation Act or these Articles and each such Secretary
and Assistant Secretary, on being appointed is deemed to have contracted with
the Company on the terms of the foregoing indemnity.

The Directors may cause the Company to purchase and maintain insurance for the
benefit of a person who is or was serving as a Director, officer, employee or
agent of the Company or as a director, officer, employee or agent of a
corporation of which the Company is or was a shareholder and his or her heirs or

personal representatives against a liability incurred by him as a Director,
officer, employee or agent.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

Exhibits
- --------
3.1 Articles of Incorporation of the Company, as
currently in effect, incorporated herein by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form SB-2
filed with the Commission on May 29, 2001.

3.2 By-Laws of the Company,incorporated herein
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form SB-2 filed
with the Commission on May 29, 2001.

4.2* Whistler Investments, Inc. 2003 Restricted
Stock Plan.

5.1* Opinion of Jackson & Campbell,P.C., counsel
to the Company,regarding the legality of the
Common Stock being registered.

23.1* Consent of Lancaster & David, Chartered
Accountants.
- ---------------------
* Filed herewith.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; (2) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the registrant's Certificate of Incorporation or

By-Laws, by contract, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Las Vegas, Nevada, on July 18, 2003.

WHISTLER INVESTMENTS, INC.
(Registrant)

By: /s/ Holly Roseberry
-------------------------------
Title: President & CEO, Principal Executive
Officer and Director

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.

Signature Titles Date
--------- ------ ----

/s/ Mehboob Charania Treasurer, Principal Financial July 18, 2003
- ------------------------- Officer, Secretary and Director
Mehboob Charania

INDEX TO EXHIBITS
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3.2 By-Laws of the Company,incorporated herein
by reference to Exhibit 3. to the Company's
Registration Statement on Form SB-2 filed
with the Commission on May 29, 2001.

4.2* Whistler Investments, Inc. 2003 Restricted
Stock Plan.

5.1* Opinion of Jackson & Campbell,P.C., counsel
to the Company,regarding the legality of the
Common Stock being registered.

23.1* Consent of Lancaster & David, Chartered
Accountants.
- ---------------------
* Filed herewith.

EX-4.2

WHISTLER INVESTMENTS, INC.

2003 RESTRICTED STOCK PLAN

1. Purpose of the Plan

The purpose of the Whistler Investments, Inc. 2003 Restricted Stock
Plan is to provide for a plan pursuant to which the Board of Directors of
Whistler Investments, Inc., a Nevada corporation, can issue stock as
compensation for services rendered or to be rendered by eligible Participants
(as defined below).

2. Definitions

Wherever the following capitalized terms are used in this Plan, they
shall have the meanings specified below:

(a) "Award" means a grant of Common Stock to a Participant under the
Plan including, without limitation, a Restricted Stock Award.

(b) "Award Agreement" means an agreement entered into between the
Corporation and a Participant setting forth the terms and conditions of an Award
granted to a Participant.

(d) "Common Stock" means the common stock of the Corporation.

(e) "Corporation" means Whistler Investments,Inc.,a Nevada corporation.

(f) "Date of Grant" means the date on which an Award under the Plan is
made by the Board, or such later date as the Board may specify to be the
effective date of the Award.

(g) "Effective Date" means the Effective Date of this Plan, as defined
in Section 8.1 hereof.

(h) "Eligible Person" means any person who is an employee of or
consultant or advisor to the Corporation and who provides bona fide services for
the Corporation, where the services are not in connection with the offer or sale
of securities in a capital raising transaction and where the services do not
directly or indirectly promote or maintain a market for the Corporation's Common
Stock. In no case shall an Award be made under the Plan where the Common Stock
granted in the Award is not eligible for registration pursuant to Form S-8 (or
any successor form promulgated for the same general purposes by the Securities
and Exchange Commission) under the U.S. Securities Act of 1933, as amended.

(i) "Fair Market Value" of a share of Common Stock as of a given date
means the value as determined by the Board based on the recent trading history
of the Common Stock in the over-the-counter market or, if the Common Stock is
not traded in the over-the-counter market, the value as determined in good faith
by the Board.

(j) "Participant" means any Eligible Person who holds an outstanding
Award under the Plan.

(k) "Plan" means the Whistler Investments, Inc.2003 Restricted Stock
Plan as set forth herein, as it may be amended from
time to time.

(l) "Restricted Stock Award" means an award of restricted stock under
Section 6 hereof entitling a Participant to shares of Common Stock that are
nontransferable and subject to forfeiture until specific conditions established
by the Board are satisfied.

3. Shares of Common Stock Subject to the Plan

3.1. Number of Shares. Subject to the following provisions of this
Section 3, the aggregate number of shares of Common Stock that may be issued
pursuant to all Awards under the Plan is 20,000,000 shares of Common Stock. The
shares of Common Stock to be delivered under the Plan will be made available
from authorized but unissued shares of Common Stock or issued shares that have
been reacquired by the Corporation. To the extent that any Restricted Stock
Award payable in Common Stock is forfeited, cancelled, returned to the
Corporation for failure to satisfy vesting requirements or upon the occurrence
of other forfeiture events, or otherwise terminates without payment being made
thereunder, shares of Common Stock covered thereby will no longer be charged
against the foregoing maximum share limitations and may again be made subject to
Awards under the Plan pursuant to such limitations.

3.2. Adjustments. If there shall occur any recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution with respect to the shares of Common Stock, or other change in
corporate structure affecting the Common Stock, the Board may, in the manner and
to the extent that it deems appropriate and equitable to the Participants and
consistent with the terms of this Plan, cause an adjustment to be made in (i)
the maximum number and kind of shares provided in Section 3.1 hereof and in
outstanding Awards, (ii) the performance targets or goals applicable to any
outstanding Awards or (iii) any other terms of an Award that are affected by the
event.

4. Administration of the Plan

The Plan shall be administered by the Board. Subject to the express
limitations of the Plan, the Board shall have authority in its discretion to
determine the Eligible Persons to whom, and the time or times at which, Awards

may be granted, the number of shares subject to each Award, the time or times at
which an Award will become vested, the performance criteria, business or
performance goals or other conditions of an Award, and all other terms of the
Award. The Board shall also have discretionary authority to interpret the Plan,
to make all factual determinations under the Plan, and to make all other
determinations necessary or advisable for Plan administration. The Board may
prescribe, amend, and rescind rules and regulations relating to the Plan. All
interpretations, determinations, and actions by the Board shall be final,
conclusive, and binding upon all parties.

5. Eligibility and Awards

All Eligible Persons are eligible to be designated by the Board to
receive an Award under the Plan. The Board has authority, in its sole
discretion, to determine and designate from time to time those Eligible Persons
who are to be granted Awards, the types of Awards to be granted and the number
of shares subject to the Awards that are granted under the Plan. To the extent
not documented in a separate agreement, each Award will be evidenced by an Award
Agreement between the Corporation and the Participant that shall include such
terms and conditions (consistent with the Plan) as the Board may determine;
provided, however, that failure to issue an Award Agreement shall not invalidate
an Award.

6. Restricted Stock Awards

6.1. Grant of Restricted Stock Awards. A Restricted Stock Award to a
Participant represents shares of Common Stock that are issued subject to such
restrictions on transfer and other incidents of ownership and such forfeiture
conditions as the Board may determine ("Restricted Shares"). In connection with
issuance of any Restricted Shares, the Board may (but shall not be obligated to)
require the payment of a specified purchase price (which price may be less than
Fair Market Value).

6.2. Vesting Requirements. The restrictions imposed on Restricted
Shares issued under a Restricted Stock Award shall lapse in accordance with the
vesting requirements specified by the Board in the Award Agreement, any other
agreement covering the Restricted Stock Award or the Board resolution
authorizing the Restricted Stock award.

6.3. Restrictions. Restricted Shares may not be transferred or assigned
(except by will or by the laws of descent and distribution), or subject to any
encumbrance, pledge or charge until all applicable restrictions are removed or
have expired, unless otherwise allowed by the Board. The Board may require the
Participant to enter into an escrow agreement providing that the certificates
representing the Restricted Shares will remain in the physical custody of an
escrow holder until all restrictions are removed or have expired.

6.4. Rights as a Stockholder. Subject to the foregoing provisions of
this Section 6, the Participant will have all rights of a stockholder with
respect to Restricted Shares held by him, including the right to vote the shares
and receive all dividends and other distributions paid or made with respect
thereto.

7. General Provisions

7.1. Securities Laws. No shares of Common Stock will be issued or
transferred pursuant to an Award unless and until all then applicable

requirements imposed by United States and Canada federal, provincial and state
securities and other laws, rules and regulations and by any regulatory agencies
having jurisdiction, and by any stock exchanges upon which the Common Stock may
be listed, have been fully met. As a condition precedent to the issuance of
shares pursuant to an Award, the Corporation may require the Participant to take
any reasonable action to meet such requirements. The Board may impose such
conditions on any shares of Common Stock issuable under the Plan as it may deem
advisable, including, without limitation, restrictions under the U.S. Securities
Act of 1933, as amended, under the requirements of any stock exchange upon which
such shares of the same class are then listed, and under any blue sky or other
securities laws applicable to such shares.

7.2. Tax Withholding. The Participant shall be responsible for payment
of any taxes or similar charges required by law to be withheld from an Award or
an amount paid in satisfaction of an Award, which shall be paid by the
Participant on or prior to the payment or other event that results in taxable
income in respect of an Award. The Award Agreement shall specify the manner in
which the withholding obligation shall be satisfied with respect to the
particular type of Award.

7.3. Plan Binding on Transferees. The Plan shall be binding upon the
Corporation, its transferees and assigns, and the Participant, his executor,
administrator and permitted transferees and beneficiaries.

7.4. Construction and Interpretation. Whenever used herein, unless the
context requires otherwise, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender. Headings of Sections
and paragraphs hereof are inserted for convenience and reference and constitute
no part of the Plan.

7.5. Severability. If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

7.6. Governing Law. The validity and construction of this Plan and of
the Award Agreements shall be governed by the laws of the State of Nevada.

8. Effective Date, Termination and Amendment

8.1. Effective Date. The Plan shall become effective on the date of its
adoption by the Board.

8.2. Termination. The Plan shall terminate on the date immediately
preceding the tenth anniversary of the date the Plan is adopted by the Board.
The Board may, in its sole discretion and at any earlier date, terminate the
Plan. Notwithstanding the foregoing, no termination of the Plan shall adversely
affect any Award theretofore granted without the consent of the Participant or
the permitted transferee of the Award.

8.3. Amendment. The Board may at any time and from time to time and in
any respect, amend or modify the Plan. No amendment or modification of the Plan
shall adversely affect any Award theretofore granted without the consent of
the Participant or the permitted transferee of the Award.

EX-5.1 OTHERDOC

EXHIBIT 5.1

Document is copied.
EXHIBIT 5.1

[LETTERHEAD OF JACKSON & CAMPBELL, P.C.]

July 18, 2003

Whistler Investments, Inc.
4440 East Washington Avenue
Suite 107
Las Vegas, Nevada 89110

Dear Sir/Madam:

In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Whistler Investments, Inc., a Nevada corporation
(the "Company"), filed with the Securities and Exchange Commission (the
"Commission") in accordance with the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations under the Act (the "Rules"), we have been
requested by the Company to furnish our opinion as to the legality of up to
2,000,000 shares of Common Stock, par value $.001 per share, of the Company (the
"Shares") registered under the Registration Statement reserved for issuance
under the Company's 2003 Restricted Stock Plan (the "Plan").

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): (i) the Registration Statement on
Form S-8, (ii) the Articles of Incorporation of the Company, as amended on or
before today's date, (iii) the By-Laws of the Company, as amended on or before
today's date, (iv) the Plan and (v) those corporate records, agreements and
other instruments of the Company, and all other certificates, agreements and
documents, that we have considered relevant and necessary as a basis for the
opinion expressed in this letter.

In our examination of the Documents, we have assumed, without
independent investigation, the genuineness of all signatures, the enforceability
of the Documents against each party to them, the legal capacity of all
individuals who have executed any of the Documents, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, photostatic, reproduced or conformed
copies of valid existing agreements or other documents and the authenticity of
all these latter documents. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company.

Based upon the above, and subject to the stated assumptions, we are of
the opinion that, when issued in accordance with the terms of the Plan, the
Shares will be duly authorized, validly issued, fully paid and non-assessable.

Please be advised that no attorney employed by this firm is admitted to
practice in the State of Nevada. As to all matters of Nevada law, we have relied
on the opinion of Michael Morrison, Esq.. Our opinion is rendered only with
respect to the laws and the rules, regulations and orders under them, which are
currently in effect.

Very truly yours,

/s/ JACKSON & CAMPBELL, P.C.
--------------------------------------------
JACKSON & CAMPBELL, P.C.

EX-23.1 OTHERDOC

Document is copied.
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

LANCASTER & DAVID, CHARTERED ACCOUNTANTS, hereby consent to the use of our
opinion dated April 29, 2003, on the financial statements and schedules of
Whistler Investments, Inc. as of January 31, 2003, for filing with the Whistler
Investments, Inc. Form S-8.

/s/ LANCASTER & DAVID, CHARTERED ACCOUNTANTS
--------------------------------------------
LANCASTER & DAVID, CHARTERED ACCOUNTANTS
Dated: July 18, 2003