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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

|X|                ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED May 31, 2003

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

                FROM THE TRANSITION PERIOD FROM ______ TO ______
                        COMMISSION FILE NUMBER: 333-65768

                        GREEN POWER ENERGY HOLDINGS CORP.
                    (Formerly known as Dr. Owl Online, Inc.)
            (Name of Small Business Issuer Specified in Its Charter)

                Delaware                                 76-0672297
        (State of incorporation)            (IRS Employer Identification Number)
   3212 Wickford Drive, Wilmington, NC                     28409
(Address of principal executive offices)                 (Zip Code)

                                 (910) 392-7690
                (Issuer's telephone number, including area code)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                                      None

         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.
[X] Yes [ ] No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not 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|


         The Issuer's revenue for its most recent fiscal year was $2,766,257.


         As of September 8, 2003,  20,142,500  shares of the Issuer's $0.001 par
value common stock were outstanding and the aggregate market value of the shares
held by  non-affiliates  was  approximately  $7,049,875 based upon a closing bid
price on  September  8,  2003 of $0.35  per  share  of  Common  Stock on the OTC
Bulletin Board.

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<PAGE>

PART I.........................................................................2
   ITEM 1. BUSINESS............................................................2
     History...................................................................2
     Business Operations.......................................................3
     Recent Financings.........................................................4
     Competition...............................................................4
     Customers.................................................................4
     Regulatory and Environmental Matters......................................4
     Employees.................................................................5
     Risks Associated With Our Business........................................5
   ITEM 2. PROPERTIES..........................................................7
   ITEM 3. LEGAL PROCEEDINGS...................................................7
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................8
PART II........................................................................8
   ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS.................................................8
   ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           OR PLAN OF OPERATIONS...............................................9
     Plan of Operations........................................................9
     Results of Operations.....................................................9
     Liquidity and Capital Resources...........................................9
     Recent Accounting Pronouncements.........................................9
     Use of Estimates and Certain Significant Estimates.......................10
     forward looking statements...............................................10
   ITEM 7. FINANCIAL STATEMENTS...............................................10
   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE...........................................11
   ITEM 8A.  CONTROLS AND PROCEDURES..........................................11
PART III......................................................................11
   ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE
           WITH SECTION 16(A) OF THE EXCHANGE ACT.............................11
   COMMITTEES OF THE BOARD OF DIRECTORS.......................................12
    ITEM 10. EXECUTIVE COMPENSATION...........................................13
     Executive Officers.......................................................13
     Compensation Table.......................................................13
     Summary Compensation Table...............................................13
     Employment Agreements....................................................13
     STOCK OPTION PLAN........................................................13
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....15
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................15
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................16
     Statements filed as part of this Report:.................................16
     Exhibits.................................................................16
     Reports on Form 8-k......................................................18
   SIGNATURES.................................................................19
INDEX TO FINANCIAL STATEMENTS................................................F-1
Exhibit 10.18...............................................................EX-1
Exhibit 23.1................................................................EX-2
Exhibit 31.1 ...............................................................EX-3
Exhibit 31.2................................................................EX-4
Exhibit 32.1................................................................EX-5
Exhibit 32.2................................................................EX-6









                                      -i-
<PAGE>

                                     PART I


ITEM 1. BUSINESS

     History

         Unless otherwise  indicated,  or unless the context otherwise requires,
all references  below to the terms,  "Company,"  "we",  "our" or "us" shall mean
Green Power Energy  Holdings Corp.  (formerly  doing business as Dr. Owl Online,
Inc.), GPEH Corp. and Green Power Kenansville, LLC.

         We were organized as a Texas corporation under the name Dr. Owl Online,
Inc. in February 2001. We began as a development stage company seeking to design
internet websites promoting early childhood  educational  development.  Although
development had begun, the websites were never  operational.  After consummation
of the stock exchange transaction described below, we discontinued this business
at no material cost and succeeded to the business of GPEH Corp.  and Green Power
Kenansville, LLC.

         On April 23, 2003, we completed a stock exchange  transaction  with the
stockholders of GPEH Corp., a Delaware corporation. The exchange was consummated
under Delaware and Texas law and pursuant to the terms of a Securities  Exchange
Agreement,  dated as of April 17, 2003, referred to in this Annual Report as the
Exchange Agreement.

         Prior to consummating the exchange,  we effected a forward-split of our
common  stock  on the  basis of five  shares  for each  two  shares  issued  and
outstanding  and  determined  to change  our  business  efforts.  As part of the
exchange, all of the shares owned by Anthony Huang, the sole member of our board
of directors prior to the exchange, were redeemed by us and then canceled at the
close of the exchange.  After cancellation of Mr. Huang's shares and immediately
prior to the exchange,  there were  5,142,500  shares of common stock issued and
outstanding (on a post-forward split basis).

         Pursuant to the Exchange  Agreement,  at closing,  we issued 15 million
shares of common  stock,  par value  $0.001 per share (on a  post-forward  split
basis), to the stockholders of GPEH Corp., representing approximately 74% of our
issued and outstanding  common stock following the transaction,  in exchange for
100% of the outstanding  capital stock of GPEH Corp.  After giving effect to the
exchange,  we had 20,142,500 shares of common stock outstanding.  As a result of
the exchange,  GPEH Corp. became our wholly-owned  subsidiary,  with Green Power
Kenansville, LLC being a wholly-owned subsidiary of GPEH Corp.

         Effective May 2, 2003, we  reincorporated  in the State of Delaware and
changed our name to Green Power Energy  Holdings Corp. The  reincorporation  was
approved by consent of shareholders in lieu of a meeting  executed by holders of
a majority of our outstanding common stock. The  reincorporation  was undertaken
in accordance with applicable  provisions of the Texas Business  Corporation Act
and the Delaware General Corporation Law and holders of common stock who did not
execute  the  consent  were  given  dissenter's  rights.  As  a  result  of  the
reincorporation  and name  change,  our common stock is now quoted on the NASD's
OTC Bulletin Board under the symbol "GPEH".

         All of our business  operations are conducted  through our wholly-owned
subsidiary,   GPEH  Corp.,   and  its  wholly-owned   subsidiary,   Green  Power
Kenansville,  LLC. Prior to the exchange,  there were no material  relationships
between  us and  GPEH  Corp.,  or any of  the  parties'  respective  affiliates,
directors  or  officers,  or any  associates  of their  respective  officers  or
directors.

         Pursuant to the Exchange  Agreement and effective at the closing of the
exchange,  the  membership of our board of directors  was increased  from one to
three  directors,  and Wayne Coverdale and Moez Nagji were appointed to serve in
the newly created  directorships.  Also under the terms of the exchange  Anthony
Huang resigned as an officer and director immediately  following the closing and
Steve  Stanko  was  appointed  to  fill  the  vacancy   caused  by  Mr.  Huang's
resignation.

                                       2
<PAGE>

     Business Operations

         We are a  generator  and  wholesaler  of  electric  power  to  electric
utilities  serving the retail  electric  market.  We currently own and operate a
38-megawatt  cogeneration  facility in Kenansville,  North  Carolina,  which has
governmental  permits to burn a variety of fuels.  Our  business  strategy is to
acquire and operate similar facilities  throughout the eastern United States. As
of the date of this filing, no definitive agreements or understandings have been
reached regarding the terms and conditions of any additional acquisitions.

         Kenansville  Facility.  Our Kenansville  facility commenced  commercial
operation in 1986 and has been in operation  continuously since that time. It is
located on a 10-acre  site and consists of a fuel storage  yard,  fuel  handling
system, two Foster Wheeler boilers,  a General Electric turbine  generator,  and
various ancillary and support equipment,  including a steam line to the adjacent
textile mill.  Although coal was the only fuel used prior to our  acquisition of
the facility,  we have been using a combination of coal,  tire-derived fuels and
wood products since our acquisition of the facility.

         Our  Fuel  Strategy.  Fuel  costs  are  the  largest  component  of our
operating  costs.  Traditionally,  only coal has been burned in the  Kenansville
facility.  However,  we believe that the  substitution  of alternative  fuels in
place of coal for some or all of our operations is the key to profitability  for
the  Kenansville  facility,  as well as  other  similar  facilities  that we may
acquire in the future.  We have added a new alternative  fuel delivery system to
the  Kenansville  facility  so that it will  now  burn a  combination  of  coal,
tire-derived fuels and wood products.  In addition,  we have obtained all of the
governmental  permits necessary to burn all of these fuels at this facility.  It
is our goal at the Kenansville facility, as well as the other facilities that we
may acquire in the future,  to manage our fuel sources to take  advantage of the
most  efficient  and  economic  balance  of coal,  tire-derived  fuels  and wood
products.

         Prior to acquiring  the  Kenansville  facility,  we requested  that the
manufacturer  of the boilers in the  facility  perform an  engineering  study to
determine the impact on boiler  performance of burning a blend of coal, wood and
tire-derived  fuels.  This study  confirmed that the boilers in the facility can
provide  current  capacity  without  modifications  to the boilers to burn other
types and blends of fuels,  and therefore no  modifications  to the boilers were
necessary.

         Although  it will no  longer  be the only  fuel  burned,  we  intend to
continue using coal as part of the mix of fuels for producing electricity at the
Kenansville facility.  Currently,  approximately 10% of the mix in this facility
is coal,  although the facility can be operated  efficiently without burning any
coal. Our main supplier for coal is Cheyenne Resources. We have established that
for  optimal  benefit  to the  facility,  20%  of the  mix  of  fuel  should  be
tire-derived  fuel. The State of North Carolina  charges a disposal fee of $1.00
for  passenger  tires  and a  slightly  higher  fee for truck  tires.  The funds
collected  from  the  disposal  fees  are used to  subsidize  county-based  tire
collection systems.  Counties then contract with waste tire haulers for disposal
of used tires.  These used tires are then processed into chips  compatible  with
our facility's  fuel handling system and the processors will pay us fees to take
the  fuel.  We  anticipate  that  we  will  need  approximately  24,000  tons of
tire-derived fuel per year, and we are in the process of negotiating a long-term
supply contract that will pay us a $15 per ton tipping fee for the  tire-derived
fuel that we need.  Currently,  our main supplier of tire-derived  fuel is Wylie
and Associates.

         We anticipate we will need approximately  170,000 tons of wood products
annually  to make up the  remaining  70% of the fuel  burned in the  Kenansville
facility.  We expect to obtain all our  requirements  for wood fuel  through two
existing  long-term wood supply contracts with RBS  Enterprises,  Inc. and Waste
Connections, Inc. In July 2003 we entered into an additional wood fuels contract
that will allow us to have in place fuel  sources  necessary  to operate  plants
that may be acquired in the future.  Current  tipping fees paid to facilities to
accept  wood are between  $45 and $55 per ton in the source  areas,  and we have
agreed in our contracts to a tipping fee of only $35 per ton,  thus  providing a
strong  incentive for wood collection  companies to supply us with wood products
that we need for the  facility.  We have had an  independent  third  party study
conducted  and this study showed that the wood products we need for the facility
are less than 3.5% of the wood  currently  being disposed of in the landfills in
our source area annually. The cost to the processor of processing the wood fuel,
including  transportation to our facility, is expected to be between $30 and $32
per ton, meaning that we will earn $3.00 to $5.00 per ton of wood fuel burned.


                                       3
<PAGE>

     Recent Financings

         In May and June  2003,  we  borrowed  an  aggregate  of  $500,000  from
unaffiliated  parties.  These  obligations  will become due and  payable  over a
period of time starting in February 2004 and ending in January 2006.

         On August 18,  2003,  the  Company,  Green Power  Kenansville,  LLC and
certain  lenders  entered into a loan and security  agreement  pursuant to which
Green Power Kenansville,  LLC executed  promissory notes in favor of the lenders
in the aggregate  principal  amount of $1,215,000.  The principal  amount of the
notes  matures on August 18, 2004.  Interest on the notes accrues at the rate of
15% per annum and is payable  monthly,  with all accrued but unpaid interest due
at maturity. Green Power Kenansville,  LLC has the option to extend the maturity
date of the  notes  to  August  18,  2005.  The  notes  are  secured  by (i) our
Kenansville  facility and (ii) 300,000  shares of our common stock,  which stock
was  pledged by Wayne  Coverdale,  our Chief  Executive  Office,  President  and
director; Moez Nagji, our Vice President,  Chief Financial Officer and director;
Steve Stanko,  our director;  and the A.D. Justus Trust.  Mark Justus,  our Vice
President/Operations,  has voting  power over the shares  held by the trust.  In
connection  with the  execution  of the  promissory  notes,  the Company  issued
warrants to purchase  one share of the  Company's  common  stock for every $4 in
principal  amount of the  notes,  or an  aggregate  of  303,750  shares,  to the
lenders.  Each warrant grants the applicable  lender the right to purchase those
shares of  common  stock  for an  exercise  price of $1.00 per share at any time
during the 1 year period commencing August 18, 2004.

     Competition

         We do not face  competition  with  regard  to the sale of the  power we
generate  because public utilities are required by statute to purchase the power
we generate.  We do however face  competition  for our fuel  sources,  including
coal, wood and  tire-derived  fuels.  Competition for these materials comes from
landfills, power generation facilities, biomass producers and recyclefacilities.

     Customers

         Our sole  customer  for the  electric  power  that we  generate  at the
Kenansville  facility  is  Carolina  Power & Light  Company,  which is now doing
business as Progress Energy Carolinas, Inc. This relationship is subject to a 10
year power supply  contract that  commenced on January 1, 2003 and which,  if it
were to be terminated  for any reason,  could have a material  adverse effect on
our business and prospects.

         We currently  sell the steam  produced at our  Kenansville  facility to
Guilford  Mills  Inc.,  which  has its  textile  plant on land  adjacent  to our
facility  and  which is also the  owner of the  land on which  the  facility  is
located (see discussion  under "Property"  below).  We assumed a long term Steam
Purchase  Contract with Guilford Mills that requires us to provide them with the
steam  produced from our facility for the term of the contract.  The contract is
under the first of three automatic  renewal periods.  The initial renewal period
is for 10 years and  commenced  in March  2002,  with a second  10 year  renewal
period and a third 5 year renewal period to follow thereafter.  The renewals may
only be terminated upon mutual agreement of the parties.  Although we would have
to make some  adjustments,  the  termination  of this contract  would not have a
material adverse impact on our business and prospects.

     Regulatory and Environmental Matters

         We are  required  to obtain air and water  discharge  permits  from the
State of North  Carolina.  These  permits are issued for 5 year periods and ours
expires on January  31,  2006.  We also face the risk that new federal and state
environmental regulations may be passed that will require our compliance.

         We have sold and been paid for all Nox  emission  credits  allocated to
the  Kenansville  facility for the summer months of calendar  years 2004 through
2008. The conversion of the plant from coal to biomass will substantially reduce
Nox emissions.  However,  we may be required to purchase Nox abatement equipment
and/or buy back  certain  of the  emission  credits  during  this  period if our
emissions are not at the required  levels.  We also have the ability to generate
and sell other  types of  emissions  credits  over the next  several  years.  By
selling such credits, we may be able to enhance our cash flow position.


                                       4
<PAGE>

     Employees

         We currently have approximately 27 employees,  including  approximately
23  full-time  employees  performing  operational  services  at our  Kenansville
facility and an additional 4 persons  performing  executive  and  administrative
functions.  We are not a party to any  collective  bargaining  agreement  with a
labor union, and we consider  relations with our employees to be good. We intend
to hire additional personnel in the future, as the need arises.

     Risks Associated With Our Business

         If any of the following  material risks occur, our business,  financial
condition or results of operations would likely suffer.

         We Have a Limited Operations History and Limited Revenues;  We May Find
it Difficult to Maintain  Profitability.  We began  operations in September 2002
and have a limited  operating  history upon which you can evaluate our business.
This short history may not be adequate to enable you to fully assess our ability
to  effect  our  business  plan  or  our  ability  to  respond  to  competition.
Accordingly,  we are subject to the same uncertainties and risks associated with
any similar company beginning  operations including the need to obtain necessary
working  capital and ensure  adequate fuel supplies.  If we are  unsuccessful in
addressing the risks and uncertainties, our business will be seriously harmed.

         We have incurred losses since we began operations.  As of May 31, 2003,
our  stockholders'  deficit was approximately  $3,432,196,  which reflects a net
loss of approximately  $3,538,727 for the period ended May 31, 2003. Losses have
resulted primarily from expenses  associated with the acquisition,  modification
and operation of the Kenansville, North Carolina facility.

         Payment for Kenansville,  North Carolina  Facility.  Under the terms of
our agreement to purchase the  Kenansville,  North Carolina power plant, we were
obligated  to pay the former  owner of the plant  approximately  $6.3 million by
June 9, 2003.  We  negotiated  an  extension  with the former owner of the plant
pursuant to which we paid the former  owner $1.0 million in August 2003 and must
pay the  remaining  $5.3 million on or before  December 15, 2003.  If we fail to
satisfy this obligation,  the former owner may assume ownership of the facility.
We are  presently  negotiating  with third  party  sources to obtain the capital
necessary  to satisfy  the payment  obligation.  At the  present  time,  we have
received no definitive  commitment  for the needed  funding.  We believe that we
will have to agree to issue debt or equity  securities  to secure the  necessary
financing.

         We Rely on Key  Contracts.  Our business will be adversely  affected in
the  event  our  contracts  to  acquire  coal,  wood or  tire-derived  fuels are
terminated.  Although we believe replacement sources are available, if we cannot
acquire such fuels on terms comparable to those in our existing arrangements our
business will be adversely effected.

         We Are Dependent on Our Management, Key Personnel and Consultants,  and
on the  Recruitment  of  Additional  Personnel to Succeed,  and the Loss of Such
Personnel  or  Consultants  May Damage Our  Business.  Our  principal  executive
officer and key personnel have extensive knowledge of our industry.  The loss of
the  services  of  any  of  our  executive  officers,  other  key  personnel  or
consultants  could have a material  adverse effect on our business and financial
condition.  In addition, our success and business strategy is dependent in large
part  on our  ability  to  attract  and  retain  key  management  and  operating
personnel.  Such  persons are in high demand and are often  subject to competing
employment offers. There can be no assurance that we will be able to attract and
retain the qualified personnel or develop the expertise needed for our business.
The inability to hire additional personnel and develop expertise as needed could
have a material adverse effect on us.

         We Are Subject to  Government  Regulation.  The  operation of our power
generation  facility  requires us to obtain air and water discharge permits from
the State of North Carolina.  The permits are issued for 5-year periods and ours
expire  January 31, 2006.  Renewal  applications  must be submitted  nine months
before the  expiration  date of existing  permits.  Our ability to maintain  and
renew  these  permits  is  based  upon our  compliance  with  state  promulgated
discharge   guidelines  that  mirror  those  established  by  the  Environmental
Protection   Agency.   We  also  face  the  risk  that  new  federal  and  state
environmental  regulations  may be passed that could have an adverse affect upon
our  business if we are unable to operate  our  facility  within the  parameters
established by such guidelines.


                                       5
<PAGE>

         We Face Competition for Fuel Sources.  We face competition for our fuel
sources,  including coal,  wood and  tire-derived  fuels.  Competition for these
materials comes form landfills,  power generation facilities,  biomass producers
and recycle  facilities.  If we are unable to acquire these fuels at competitive
prices or if they should fall into short supply, our business could be adversely
effected. However, we do not face competition from other power providers because
by statute, public utilities are required to purchase the power that we produce.

         We May Face Future  Capital  Requirements,  Which We May Not Be Able to
Satisfy, and Such a Scenario May Cause Us to Delay or Curtail Our Business Plan.
Our desire to acquire additional power generating facilities is dependent on our
ability to raise additional  capital.  We have identified certain plants that we
wish to acquire,  however no definitive  agreements  have been reached as of the
date of this filing.  Any acquisition  that we seek to make will require that we
obtain  additional  capital  through the  issuance of debt or the sale of equity
securities.

         The  Liquidity of Our Common  Stock is Affected by its Limited  Trading
Market.  Shares of our common  stock are traded on the NASD OTC  Bulletin  Board
under the symbol  "GPEH."  There is currently no broadly  followed  "established
trading  market" for our common stock.  An established  trading market may never
develop or be maintained.  Active trading markets generally result in less price
volatility and more efficient  execution of buy and sell orders.  The absence of
an active trading market reduces the liquidity of our shares. The trading volume
of our common stock  historically has been limited and sporadic.  As a result of
this trading activity and the exchange, the quoted price for our common stock on
the OTC  Bulletin  Board is not  necessarily  a reliable  indicator  of its fair
market  value.  Further,  if we cease to be quoted,  holders  would find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, our common  stock and the market  value of our  common  stock  likely  would
decline.

         Our  Common  Stock May be  Subject  to  Regulations  Prescribed  by the
Securities and Exchange Commission Relating to "Penny Stock." The Securities and
Exchange  Commission has adopted regulations that generally define a penny stock
to be  any  equity  security  that  has a  market  price  (as  defined  in  such
regulations) of less than $5.00 per share, subject to certain exceptions. If our
common  stock meets the  definition  of a penny  stock,  it will be subjected to
these  regulations,  which impose  additional  sales  practice  requirements  on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers and accredited investors, generally institutions with assets in excess
of $5,000,000 and individuals with a net worth in excess of $1,000,000 or annual
income  exceeding  $200,000  (individually)  or  $300,000  (jointly  with  their
spouse).

         Our Common Stock Will Likely be Subject to Substantial Price and Volume
Fluctuations.  The market price of our common stock has been  volatile and could
fluctuate  widely in response to several  factors,  some of which are beyond our
control, including:

         o        our quarterly operating results;
         o        additions or departures of key personnel;
         o        changes  in  the  business,   earnings   estimates  or  market
                  perceptions of our competitors;
         o        the introduction of facilities;
         o        future sales of our common stock;
         o        changes in general market or economic conditions; and
         o        announcements of legislative or regulatory change.

         The stock market has experienced  extreme price and volume fluctuations
in recent  years  that have  significantly  affected  the  quoted  prices of the
securities of many companies,  including companies in our industry.  The changes
often  appear to occur  without  regard to specific  operating  performance.  In
addition, there has been a limited public market for our common stock. We cannot
predict the extent to which  investor  interest in us will be  maintained.  Such
interest is necessary for an active, liquid trading market for our common stock.
Active  trading  markets  generally  result in lower price  volatility  and more
efficient execution of buy and sell orders for investors.  The price and trading
volumes of our common  stock may  fluctuate  widely  due to the  limited  public
market for our stock.

         A Certain  Number of Our  Shares are  Eligible  for Sale and their Sale
Could Depress the Market Price of Our Stock.  Sales of a  significant  number of
shares of our common stock in the public market following the merger and related


                                       6
<PAGE>

transactions  could harm the  market  price of our common  stock.  Moreover,  as
additional  shares of our common stock become available for resale in the public
market pursuant to the  registration  of the sale of the shares,  and otherwise,
the supply of our common stock will  increase,  which could  decrease its price.
Some or all of the shares of common  stock may be  offered  from time to time in
the open market pursuant to Rule 144, and these sales may depress the market for
shares of our common stock. In general,  a person who has held restricted shares
for a period of one year may,  upon filing with the SEC a  notification  on Form
144,  sell into the market  common stock in an amount equal to the greater of 1%
of the  outstanding  shares or the average  weekly  number of shares sold in the
last four weeks prior to such sale.  Such sales may be repeated  once each three
months, and any restricted shares may be sold by a non-affiliate after they have
been held two years.

         After  Giving  Effect  to  the  Exchange,   Certain  of  Our  Principal
Stockholders will Continue to have Significant Voting Power and May Take Actions
that  May not be in the Best  Interest  of other  Stockholders.  Certain  of our
officers, directors and principal stockholders continue to control a significant
percentage of our outstanding  common stock. If these stockholders act together,
they may be able to exert  significant  control over our  management and affairs
requiring  stockholder  approval,  including  approval of significant  corporate
transactions. This concentration of ownership may have the effect of delaying or
preventing  a change in control and might  adversely  affect the market price of
our  common  stock.  This  concentration  of  ownership  may not be in the  best
interests of all our stockholders.

         We do not Anticipate  Paying Dividends in the Foreseeable  Future,  and
the Lack of Dividends  may have a Negative  Effect on the Stock  Price.  We have
never declared or paid any cash dividends or  distributions on our common stock.
We currently  intend to retain our future earnings to support  operations and to
finance expansion and, therefore, do not anticipate paying any cash dividends on
our common stock in the foreseeable future.

         Our  Certificate  of  Incorporation  and Delaware  Law Contain  Certain
Anti-takeover  Provisions  that may Inhibit a  Takeover,  and we may Adopt Other
Measures  to  Discourage  a Takeover.  Delaware  Law and the  provisions  of our
certificate  of  incorporation  may have  the  effect  not only of  discouraging
attempts by others to buy us, but also of making it more difficult or impossible
for existing stockholders to make management changes. Our board may consider and
adopt  additional  measures  that  would  prevent  us from  being  subject  to a
takeover.

         We are Subject to Critical  Accounting  Policies and Actual Results May
Vary from Our Estimates.  We follow generally accepted accounting principles for
the United States in preparing our financial  statements.  As part of this work,
we must make many estimates and judgments about future events.  These affect the
value of the assets and  liabilities,  contingent  assets and  liabilities,  and
revenue and  expenses  that we report in our  financial  statements.  We believe
these  estimates and judgments  are  reasonable,  and we make them in accordance
with  our  accounting  policies  based on  information  available  at the  time.
However, actual results could differ from our estimates,  and this could require
us to record  adjustments  to expenses or revenues that could be material to our
financial position and results of operations in future periods.

ITEM 2. PROPERTIES

         Our only power generation  facility is our Kenansville  facility and it
is located on 10 acres of land leased from Guilford Mills,  Inc. Our production,
offices,  fuel yard and storage facilities are all located on this property.  We
have entered into a Ground Lease with Guilford  Mills that  requires  payment of
$1.00 per year  through  March  2012 and  contains  automatic  renewals  for one
additional  10 year period and an  additional  five year period.  Our  corporate
headquarters are located at 3212 Wickford Drive, Wilmington, North Carolina, but
we are currently  negotiating to move to new corporate office  facilities within
the next 60 days.

ITEM 3. LEGAL PROCEEDINGS

         We are not  currently a party to any  material  legal  proceedings.  In
September  2002,  shortly after taking control of the Kenansville  facility,  we
received  notice  that a  preference  claim  was filed  against  us by the court
appointed trustee in the bankruptcy case styled In Re: ALAMAC Knit Fabrics, Inc.


                                       7
<PAGE>

et al in the United Stated  Bankruptcy  Court  District of Delaware.  The action
sought to recover the amounts paid by the referenced debtor to Cogentrix Eastern
Carolina,  LLC  for  power  purchased  during  the 90 day  period  prior  to the
conversion of the  bankruptcy  case from a Chapter 11 to a Chapter 7 proceeding.
The matter was settled on payment of $1,000.

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

         No matters were submitted to a vote of the holders of our common stock
during the fourth quarter of the fiscal year ended May 31, 2003.

                                     PART II

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


         Shares of our common stock are traded on the OTC  Bulletin  Board under
the symbol "GPEH." There is currently no broadly  followed  established  trading
market for our common stock. An established  trading market may never develop or
be maintained. Active trading markets generally result in lower price volatility
and more efficient execution of buy and sell orders.

         Holders.  As of  September  8, 2003 the  Company had  approximately  62
stockholders of record and its common stock had a closing bid price of $0.40 per
share and a closing ask price of $0.30 per share.

         The  Company's  common stock is quoted on the OTC Bulletin  Board under
symbol "GPEH". The following table sets forth the quarterly average high and low
closing bid prices per share for the common stock for the past two years:

            Fiscal  Year  Ended  May  31,       Common Stock
            2002                             ------------------
                                              High         Low
            -----------------------------    -----        -----
            First Quarter                    $0.00        $0.00
            Second Quarter                   $0.00        $0.00
            Third Quarter                    $0.00        $0.00
            Fourth Quarter                   $0.00        $0.00

            -----------------------------    ------------------
            Fiscal  Year  Ended  May  31,
            2003                                Common Stock
                                             ------------------
                                              High         Low
            -----------------------------    -----        -----

            First Quarter                    $0.00        $0.00
            Second Quarter                   $0.00        $0.00
            Third Quarter                    $0.01        $0.00
            Fourth Quarter                   $2.00        $0.00

            First Quarter -- 2003
            (through September 8, 2003)      $1.90        $0.21


         The  source for the high and low  closing  bids  quotations  is the OTC
Bulletin Board and does not reflect  inter-dealer  prices.  Such  quotations are
without retail mark-ups, mark-downs or commissions, and may not represent actual
transactions and have not been adjusted for stock dividends or splits.

         Dividends.  We have  never  declared  or paid  any  cash  dividends  or
distributions  on our common  stock.  We  currently  intend to retain our future
earnings to support operations and to finance expansion and,  therefore,  do not
anticipate  paying any cash  dividends  on our common  stock in the  foreseeable
future.


                                       8
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION OR PLAN OF
        OPERATIONS

     Plan of Operations

         We are a  generator  and  wholesaler  of  electric  power  to  electric
utilities  serving the retail  electric  market.  We currently own and operate a
38-megawatt  cogeneration  facility in Kenansville,  North  Carolina,  which has
governmental  permits to burn a variety of fuels.  Our  business  strategy is to
acquire and operate similar facilities  throughout the eastern United States. As
of the date of this filing, no definitive  agreement or understandings have been
reached regarding the terms and conditions of any additional acquisitions.

         We follow the accrual basis of accounting in accordance  with generally
accepted accounting principles and have a year-end of May 31.

     Results of Operations

         GPEH Corp. was  originally  organized on May 20, 2002. Our revenues for
year ended May 31, 2003 were $2,766,257. Based on our limited operating history,
we do not  believe  that  an  analysis  of our  financial  condition  since  our
inception through May 31, 2003 would be meaningful.

         For the year ended May 31, 2003, we have experienced  cumulative losses
of  approximately  $3,540,000,  principally as a result of the conversion of the
plant to mixed-fuel use, startup costs and merger expenses.

         As stated in our auditor's report attached to the financial  statements
constituting  part of this annual  report,  substantial  doubt  exists about our
ability to continue as a going concern.

     Liquidity and Capital Resources

         At May  31,  2003,  we had  approximately  $17,885  in  cash  and  cash
equivalents.  To date,  we show  negative  cash  flows.  We expect  losses  from
operations and negative cash flow to continue for the foreseeable future. If our
revenues  and our  spending  levels  are not  adjusted  accordingly,  we may not
generate  sufficient  revenues  to  achieve  profitability.  Even if we  achieve
profitability,  we may not sustain or increase such profitability on a quarterly
or annual basis in the future.

         We believe  that we will need to raise total  capital of  approximately
$9,000,000  to properly  fund the business for a period of 12 months.  As of the
date of this filing,  we have been unable to determine  the level of interest of
any private investor or financial institution in our securities or proposed plan
of  operations.  If we are  unable  to  secure  financing,  we will be forced to
reevaluate the viability of our business plan.

     Recent Accounting Pronouncements

         The Financial  Accounting  Standards Board ("FASB") recently issued FAS
No. 144,  Accounting for the  Impairment or Disposal of Long-Lived  Assets ("FAS
144"),  which the  Company  adopted on January 1, 2002.  The FASB's new rules on
asset  impairment  supersede  FAS No.  121,  Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of ("FAS 121"). FAS
144 retains the requirements of FAS 121 to (a) recognize an impairment loss only
if the  carrying  amount  of a  long-lived  asset  is not  recoverable  from its
undiscounted  cash flows and (b) measure an  impairment  loss as the  difference
between the carrying  amount and fair value of the asset,  but removes  goodwill
from its scope.  This aspect of FAS 144 will primarily impact the accounting for
intangible  assets  subject to  amortization  and  property and  equipment.  The
Company's adoption of FAS 144 did not have a significant impact on its financial
condition or results of operations.

         In July  2002,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No.  146,  Accounting  for Costs  Associated  with  Exit or  Disposal
Activities ("FAS 146"). FAS 146 nullifies FASB Emerging Issues Task Force (EITF)


                                       9
<PAGE>

Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)". It requires that a liability be recognized for those costs only
when the  liability  is  incurred,  that is, when it meets the  definition  of a
liability in the FASB's  conceptual  framework.  FAS 146 also  establishes  fair
value as the objective for initial measurement of liabilities related to exit or
disposal  activities.  FAS 146 is effective for exit or disposal activities that
are initiated after December 31, 2002,  with earlier  adoption  encouraged.  The
Company does not expect that the adoption of FAS 146 will have a material impact
on its financial position or results from operations.

         In December  2002,  the FASB issued  Statement of Financial  Accounting
Standards  148,  Accounting  for  Stock-Based   Compensation  -  Transition  and
Disclosure - an amendment of FASB Statement 123 ("SFAS 148").  For entities that
change their accounting for stock-based  compensation  from the intrinsic method
to the fair value  method under SFAS 123, the fair value method is to be applied
prospectively  to those  awards  granted  after the  beginning  of the period of
adoption  (the  prospective   method).  The  amendment  permits  two  additional
transition  methods for  adoption of the fair value  method.  In addition to the
prospective  method,  the entity can choose to either (i)  restate  all  periods
presented  (retroactive  restatement method) or (ii) recognize compensation cost
from the  beginning  of the fiscal year of adoption as if the fair value  method
had been used to account for awards (modified  prospective  method).  For fiscal
years beginning  after December 15, 2003, the prospective  method will no longer
be allowed.  The Company  currently  accounts for its  stock-based  compensation
using the intrinsic  value method as proscribed  by APB No. 25,  Accounting  for
Stock Issued to  Employees,  and plans to continue  using this method to account
for  stock  options.  Therefore,  it does not  intend  to adopt  the  transition
requirements  as specified in SFAS 148. The Company has adopted the new SFAS 148
disclosure requirements in these financial statements.

     Use of Estimates and Certain Significant Estimates

         The  preparation of financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     Forward Looking Statements

         Some of the  statements  under  "Business" and elsewhere in this Annual
Report on Form 10-KSB constitute  forward-looking  statements.  These statements
involve known and unknown risks,  uncertainties and other factors that may cause
our actual  results,  levels of  activity,  performance  or  achievements  to be
materially different from any future results,  levels of activity,  performance,
or achievements expressed or implied by such forward-looking statements.

         Such  factors  include,  among other  things,  those  described in this
Annual Report on Form 10-KSB.  In some cases,  you can identify  forward-looking
statements by terminology such as "may," "should," "could,"  "expects," "plans,"
"intends,"  "anticipates,"  "believes,"  "estimates," "predicts," "potential" or
"continue"  or the  negative  of such  terms  or other  comparable  terminology.
Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance,  or  achievements.  Moreover,  neither  we nor any other
person  assumes  responsibility  for  the  accuracy  and  completeness  of  such
statements. We are under no duty to update any of the forward-looking statements
after the date of this Annual Report on Form 10-KSB.

ITEM 7. FINANCIAL STATEMENTS


         Reference is made to page F-1 herein for the Index to the  Consolidated
Financial Statements.





                                       10
<PAGE>

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

         On May 5,  2003,  Malone &  Bailey,  PLLC or  Malone,  resigned  as the
independent auditor of Green Power.

         In  anticipation  of  Malone's  resignation,  the  board  of  directors
approved the engagement of Watts & Scobie,  CPAs as the independent  auditor for
the fiscal year ended May 31, 2003, to be effective  upon Malone's  resignation.
Historical  reports filed by us after the exchange are those of GPEH Corp.,  the
continuing reporting entity,  including the Annual Report on Form 10-KSB for the
fiscal year ended May 31, 2003.

         The  reports  of Malone on our  financial  statements  for the past two
fiscal years did not contain an adverse  opinion or a disclaimer  of opinion and
were not  qualified or modified as to  uncertainty,  audit scope,  or accounting
principles.

         In connection  with the audits of the financial  statements for each of
the two fiscal  years ended May 31, 2002 and 2001,  there were no  disagreements
with  Malone on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
the  satisfaction  of Malone,  would have caused Malone to make reference to the
matter in its reports.

ITEM 8A.  CONTROLS AND PROCEDURES

         The Company  maintains  disclosure  controls  and  procedures  that are
designed to ensure that information required to be disclosed in its Exchange Act
reports is recorded, processed,  summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to the Company's  management,  including the Company's  Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions regarding required disclosure.  Such controls and procedures, by their
nature, can provide only reasonable  assurance  regarding  management's  control
objectives.

         The Company  carried out an evaluation,  under the supervision and with
the  participation of its management,  including its Chief Executive Officer and
Chief Financial Officer, on the effectiveness of the design and operation of its
disclosure  controls  and  procedures  pursuant to Exchange Act Rules 13a-15 and
15d-15 as of May 31,  2003.  Based upon that  evaluation,  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to  the  Company  (including  its  consolidated
subsidiaries) required to be included in the Company's Exchange Act reports.

         While the Company  believes that its existing  disclosure  controls and
procedures  have been  effective to  accomplish  their  objectives,  the Company
intends to continue to examine, refine and formulize its disclosure controls and
procedures and to monitor ongoing developments in this area.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE  OFFICERS OF THE  REGISTRANT;  COMPLIANCE  WITH
         SECTION 16(A) OF THE EXCHANGE ACT

         The following table sets forth information  concerning our officers and
directors,  including their ages, present principal occupations,  other business
experience  during the last 5 years,  memberships  on committees of the board of
directors and directorships in other publicly held companies.



                                       11
<PAGE>


        Name                   Age     Position with the Company
        ----                   ---     -------------------------

        Wayne Coverdale        51      Chief  Executive  Officer,  President and
                                       Director
        Moez Nagji             58      Vice President,  Chief Financial Officer,
                                       Treasurer and Director
        Steve Stanko           38      Executive Vice President and Director
        Mark Justus            45      Vice President/Operations
        Carl J. Fernandes      62      Secretary


         Mr.  Wayne  Coverdale,  Chief  Executive  Officer  and  President.  Mr.
Coverdale  has  served  the  Company  since  April 23,  2003 and  holds  similar
positions with GPEH Corp. and Green Power  Kenansville,  LLC. Mr.  Coverdale has
considerable experience in the design, development,  construction, and operation
of small power  production  facilities,  including coal bed methane and biomass.
From 1999 through 2000 Mr.  Coverdale was President of Green Power Group,  Inc.,
no affiliation to our company, where he directed the development and engineering
for the  conversion  of a coal  gasification  co-generation  plant to a  biomass
gasification  co-generation  plant.  From 1997 through 1999,  Mr.  Coverdale was
President of Philpower  Corporation where he directed the engineering and design
of a 27 Megawatt power plant and a 2,000 ton per day material handling facility.
From 1993 through 1997, Mr.  Coverdale was Vice President of Alternative  Fuels,
Inc.,  where he  developed  coal bed methane  reserves and  negotiated  purchase
agreements.

         Mr. Moez Nagji, Vice President,  Chief Financial Officer and Treasurer.
Mr. Nagji has served the Company in those  capacities  since April 23, 2003. Mr.
Nagji holds similar capacities with GPEH Corp. and Green Power Kenansville, LLC.
Since 1996,  Mr.  Nagji has owned and operated a pollution  abatement  equipment
manufacturing company named M&W Industries in North Carolina. Previously, he was
a technology manager and business  development manager for Union Carbide,  where
he worked for over 20 years.  Mr.  Nagji holds 14 US patents  and has  developed
several successful proprietary processes.

         Mr. Steve Stanko,  Executive Vice President.  Mr. Stanko has served the
Company  since April 23, 2003.  Mr. Stanko holds  similar  capacities  with GPEH
Corp. and Green Power Kenansville,  LLC. Mr. Stanko is responsible for procuring
TDF and wood for the Kenansville  facility.  Mr. Stanko is also the owner of RBS
Enterprises, Inc., one of the parties from whom we acquire wood for fuel used at
our Kenansville facility.  Mr. Stanko's extensive management experience includes
owning and directing commercial waste hauling concerns as well as wood recycling
and grinding  businesses.  He served as District  Sales  Manager for 15 years at
BFI, the second  largest  waste  hauling  company in the world,  which was later
acquired by Allied Waste, Inc.

         Mr. Mark Justus,  Vice  President/Operations.  Mr. Justus has served as
our Vice President/Operations since April 23, 2003. Mr. Justus joined GPEH Corp.
in March 2002. From May 2001 to February 2002, Mr. Justus served as a consultant
for JMC  Engineering  in  Billings,  Montana,  where he was in charge of project
development  related  to  plant  design,   equipment  purchase,  power  contract
negotiation  and  permitting.  From  1993  through  2000,  Mr.  Justus  acted as
consultant for Calla Energy Partners,  Biomass Energy,  Inc., Eagle Bend Energy,
Southern Power Company,  Philpower, and Alternate Fuels Corp., providing various
services  related to the  development  and operation of power  facilities.  From
November 1990 through mid 1993, Mr. Justus served as Vice President at Mid-South
Cogeneration  where he  supervised  the design and  construction  of  wood-fired
cogeneration plants.

         Mr.  Carl  Fernandes,  Secretary.  Mr.  Fernandes  has  served  as  our
Secretary  since  April  23,  2003.  Mr.  Fernandes  previously  served  as Vice
President  and General  Counsel of Johnson  Mathey  Investments,  Ltd., a United
Kingdom based  precious  metals  company,  and prior to that as Vice  President,
General  Counsel for Arco  Polymers,  Inc. a  subsidiary  of Atlantic  Richfield
Company.  For the past 18 years,  Mr.  Fernandes  has been in private  corporate
practice  and is  presently  with  Stewart &  Associates,  a Delaware  corporate
practice boutique.

Committees of the Board of Directors

         We currently do not have standing  audit,  nominating  or  compensation
committees.   We  intend,  however,  to  establish  an  audit  committee  and  a
compensation  committee  of the board of directors  as soon as  practicable.  We


                                       12
<PAGE>

envision that the audit  committee will be primarily  responsible  for reviewing
the services  performed by our independent  auditors,  evaluating our accounting
policies and our system of internal controls. The compensation committee will be
primarily  responsible  for  reviewing  and  approving  our salary and  benefits
policies  (including  stock  options),   including   compensation  of  executive
officers.

ITEM 10. EXECUTIVE COMPENSATION

     Executive Officers

         Our Board appoints the executive officers to serve at the discretion of
the Board  until  the next  annual  meeting  of the  Board of  Directors.  Wayne
Coverdale,  Chief Executive Officer and President and a director of the Company,
and Moez  Nagji,  Vice  President,  Chief  Financial  Officer,  Treasurer  and a
director  are  the  only  officers  to  receive   $100,000  or  more  in  annual
compensation.  Directors are not paid a fee for attending  scheduled and special
meetings of the board of directors. We do reimburse each director for reasonable
travel expenses related to such director's attendance at board of directors.  We
intend to reimburse each director for reasonable travel expenses related to such
director's attendance committee meetings.

     Compensation Table

         The  following  Summary  Compensation  Table sets forth,  for the years
indicated,  all cash  compensation  paid,  distributed  or accrued for services,
including  salary and bonus amounts,  rendered in all capacities for the company
to its Chief Executive Officer and all other executive  officers who received or
are entitled to receive remuneration in excess of $100,000 during the referenced
periods.


     Summary Compensation Table


                Name/Title                              Annual Compensation (1)
--------------------------------------------------------------------------------
                                             Year       Salary          Bonus
                                           ---------  ------------  ------------
    Wayne Coverdale, President, Chief        2003      $264,433          -0-
      Executive Officer and Director(2)
    Moez Nagji, Vice President, Chief
      Financial Officer and Director         2003      $119,436          -0-
--------------------
(1)      Annual Compensation does not include the cost to the Company for health
         and  welfare  benefits  received  by  the  above-named  officers.   The
         aggregate  amounts of such personal  benefits did not exceed the lesser
         of $50,000 or 10% of the total annual compensation of such officer.
(2)      Of this amount, $100,000 was received in the form of a promissory note.
         See "Certain Relationships and Related Transactions" below.

     Employment Agreements


         We have not entered into any employment agreements with any of our
employees.

     Stock Option Plan

         Green Power Energy  Holdings  Corp.  (fka.  Dr. Owl Online,  Inc.) 2001
Stock Option Plan ("Plan").  The following is a summary of the material terms of
the Plan.  As of the date of this Annual  Report,  no options  have been granted
under this Plan.

         The Plan  provides for grants of stock  options to officers  (including
officers  who are also  directors)  of the  Company or its  subsidiaries,  other
employees of the Company or its subsidiaries,  directors of the Board as well as
independent  contractors and consultants who perform  valuable  services for the


                                       13
<PAGE>

company or its subsidiaries.  By encouraging stock ownership,  the Company seeks
to  attract,  retain  and  motivate  such  participants  and to  encourage  such
participants to devote their best efforts to the business and financial  success
of the Company.

         General.  Subject to adjustment in certain  circumstances  as discussed
below,  the Plan  authorized  up to three  million  shares of  common  stock for
issuance  pursuant to the terms of the Plan.  If and to the extent  grants under
the Plan expire or are terminated for any reason without being exercised, or the
shares subject to a grant are forfeited,  the shares of our common stock subject
to such grant will again be available for grant under the Plan.

         Administration of the Plan. Unless our Board determines otherwise,  the
Plan is administered  and interpreted by a committee,  or the Committee,  of the
board of  directors  consisting  of not fewer than two persons  appointed by the
board of  directors  from among its  members,  each of whom  shall  qualify as a
"Non-Employee  Director"  as defined in Rule  16b-3(b)(3)  under the  Securities
Exchange Act of 1934 and as an "outside  director" within the meaning of Section
162(m) of the  Internal  Revenue  Code of 1986,  or the Code,  and the  Treasury
Regulations  thereunder.  The Committee has the sole  authority to determine (i)
persons to whom grants may be made under the Plan, (ii) the type, size and other
terms and conditions of each grant,  (iii) the time when the grants will be made
and the duration of any applicable exercise or restriction period, including the
criteria for vesting and the acceleration of vesting, and (iv) any other matters
arising under the Plan. The Committee has full power and authority to administer
and  interpret the Plan,  to make factual  determinations  and to adopt or amend
such rules,  regulations,  agreements and instruments for  implementing the Plan
and for conduct of its business as it deems necessary or advisable,  in its sole
discretion.  The Board expects to appoint a  Compensation  Committee to serve as
this Committee.

         Grants.  Grants  under the Plan may consist of (i) options  intended to
qualify as incentive stock options,  or ISOs,  within the meaning of section 422
of the  Code  or (ii)  so-called  "non-qualified  stock  options"  that  are not
intended to so qualify, or NQSOs.

         Options. The option price of any ISO granted under the Plan will not be
less than the fair market value of the underlying  shares of common stock on the
date of grant.  The option price of a NQSO may be greater than, equal to or less
than the fair market value of the underlying  shares of common stock on the date
of  grant.  The  Committee  will  determine  the term of each  option,  provided
however, the exercise period of any ISO granted under the Plan may not exceed 10
years from the date of grant,  and the exercise period of an NQSO may not exceed
15 years from the date of grant.  A participant  may pay the option price (i) in
cash,  (ii) with the approval of the Committee,  by delivering  shares of common
stock owned by the  participant  and having a fair  market  value on the date of
exercise  equal to the option price or (iii) by a combination  of the foregoing.
The  participant  may instruct the company to deliver the shares of common stock
due upon the exercise to a designated broker instead of to the participant.

         Amendment and Termination of the Plan. The Board may amend or terminate
the Plan at any time;  provided  that the Board may not amend the Plan,  without
stockholder  approval,  to  (i)  increase  (except  for  increases  due  to  the
adjustments  discussed below) the aggregate number of shares of common stock for
which  grants may be made  thereunder,  (ii)  increase the  individual  limit of
shares of common  stock for which  grants may be made to any  single  individual
under the Plan,  (iii) modify the  requirements as to eligibility to participate
in the Plan or (iv)  make  any  amendment  that  requires  stockholder  approval
pursuant to Section 162(m) of the Code.

         Adjustment  Provisions.  Subject to the  change of  control  provisions
described  below, in the event of certain  transactions  identified in the Plan,
the Committee may appropriately  adjust (i) the number of shares of common stock
(and the option  price per share)  subject  to the  un-exercised  portion of any
outstanding  options,  (ii) the  number of shares of  common  stock  covered  by
outstanding grants,  (iii) the number of shares of common stock for which grants
may be made  under the Plan and (iv) the  individual  limit of shares  for which
grants may be made to any individual under the Plan, and such adjustments  shall
be effective and binding for all purposes of the Plan.

         Change of Control of the Company.  In the event of a Change in Control,
as defined in the Plan,  (1) each  outstanding  stock  option will become  fully
exercisable  on the day before such Change in Control,  or on such  earlier date
selected  by the  Committee,  and (2) the  Committee  may  either  (i) by giving
written  notice,  cancel all or any portion of the  exercisable  portion of such
stock option  (including a portion that has become  exercisable by acceleration)
that remains unexercised on such date, or (ii) by giving written notice,  cancel
all or any portion of the  exercisable  portion of such stock option in exchange
for the payment of the Change in Control  Price,  as defined in the Plan,  which
payment may be made in cash or in property payable in the transaction, or both.


                                       14
<PAGE>

         Section  162(m).  Under Section  162(m) of the Code, the Company may be
precluded from claiming a federal income tax deduction for total remuneration in
excess of $1,000,000 paid to the chief executive  officer or to any of the other
four  most  highly  compensated  officers  in any one year.  Total  remuneration
includes  amounts  received upon the exercise of stock options granted under the
Plan and the value of shares  received  when shares of  restricted  stock become
vested (or such other time when income is recognized).  An exception does exist,
however, for "performance-based  compensation,"  including amounts received upon
the exercise of stock options  pursuant to a plan approved by stockholders  that
meets certain requirements.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  table  below  sets  forth,  as  of  September  8,  2003,   certain
information with respect to the beneficial  ownership of the common stock of our
Company by each person who we know to be beneficial owner of more than 5% of any
class or  series of our  capital  stock,  each of the  directors  and  executive
officers individually, and all directors and executive officers as a group.

                                    Shares   Beneficially  Percentage  of Shares
Name                                Owned (1)              Beneficially Owed (2)
----------------------------------  ---------------------  ---------------------
AD Justus Trust (3)(5)............  3,053,125              15.2%
Wayne Coverdale (5)...............  3,053,125              15.2%
Moez Nagji (5)....................  2,733,125              13.6%
Steve Stanko (5)..................  3,133,125              15.6%
Officers and directors as a group
(3 persons) (4)...................  8,919,375              44.3%
---------------
(1)  Unless  otherwise  indicated,  includes  shares  owned by a  spouse,  minor
children,  by relatives  sharing the same home,  entities owned or controlled by
the named  person.  Also  includes  shares if the named  person has the right to
acquire  such shares  within 60 days of September 8, 2003 by the exercise of any
right or  option.  Unless  otherwise  noted,  shares  are  owned of  record  and
beneficially by the named person.
(2) Based upon  20,142,500  shares of common stock  outstanding  on September 8,
2003.
(3) Mark Justus, Green Power's Vice  President/Operations  has voting power over
the shares held by the  referenced  trust.  Mr.  Justus  disclaims any ownership
interest beneficial or otherwise in the referenced shares.
(4)  Represents  3 persons  and  includes  shares of common  stock for which the
present  executive  officers or directors  exercise  voting  rights but disclaim
beneficial ownership.
(5) Includes  75,000 shares of the Company's  common stock which were pledged to
secure  $1,215,000  of  indebtedness  of the  Company  pursuant  to the loan and
security agreement among the Company,  Green Power Kenansville,  LLC and certain
lenders  dated  as  of  August  18,  2003  described  under  "Business;   Recent
Financings" above.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On April  15,  2003,  GPEH  Corp.  executed  a  promissory  note in the
principal  amount of  $900,000  payable to MIG,  LLC, a North  Carolina  limited
liability  company.  Moez Nagji,  our Vice President,  Chief Financial  Officer,
Treasurer and Director,  is a member of MIG, LLC.  Under the terms of this note,
GPEH Corp. is obligated to pay equal monthly  amounts of principal and interest,
accruing  at the rate of 12% per  annum,  for a period of 2 years with the first
payment being due February 20, 2004.  The note may be paid at any time and shall
be subordinate to any debenture or any other form of debt  instrument  issued to
raise capital for payment of the Kenansville, North Carolina power facility.

         On April 15, 2003,  GPEH Corp.  executed a promissory  note in favor of
Gova & Co. in the principal amount of $300,000. Zool Gova, a principal of Gova &
Co. owns 988,200 shares of our common stock. The note matures on April 15, 2004,
at which point the unpaid  principal  balance will become due and payable.  GPEH
Corp.  may prepay all or any  portion of the  principal  without  penalty at any


                                       15
<PAGE>

time. GPEH Corp. is obligated to pay interest monthly commencing May 2003 on the
unpaid principal  balance of the note at the rate of 10% per annum. This note is
also  subordinated to any debenture or other form of debt  instrument  issued to
raise capital  necessary to complete the  acquisition of the  Kenansville  North
Carolina Power Facility.

         On April  15,  2003,  GPEH  Corp.  executed  a  promissory  note in the
principal amount of $100,000  payable to Wayne  Coverdale.  Mr. Coverdale is our
Chief Executive Officer and President,  as well as a member of our Board.  Under
the terms of this note,  GPEH Corp. is obligated to pay equal monthly amounts of
principal and interest,  accruing at the rate of 12% per annum,  for a period of
two years with the first  payment  being due February 20, 2004.  The note may be
paid at any time and shall be  subordinate to any debenture or any other form of
debt  instrument  issued to raise capital for payment of the  Kenansville  North
Carolina Power Facility.

         We are a party to a wood supply  agreement with RBS  Enterprises,  Inc.
pursuant  to which we  receive  a fee for  taking  away wood  designated  by RBS
Enterprises,  Inc., which is then used as a fuel source for our plant. Mr. Steve
Stanko,  Executive Vice President and a director of the Company, is the owner of
RBS  Enterprises,  Inc.  We believe the terms of this  agreement  to be fair and
similar to those  obtainable  from third  parties.  Mr.  Stanko is  entitled  to
receive  an  annual  salary of  $60,000  for  devoting  up to 30% of his time to
serving our company.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


     Statements filed as part of this Report:


         1. Consolidated Financial Statements


         See "Index to  Consolidated  Financial  Statements" on page F-1 of this
         Report.


     Exhibits


         The  following  documents  are  filed  as  exhibits  herewith,   unless
otherwise specified, and are incorporated herein by this reference:

         Exhibit 10.18 - Form of Loan and Security Agreement, including
         promissory note, pledge agreement and warrant, dated August 18, 2003,
         among Green Power Energy Holdings Corp., Green Power Kenansville, LLC
         and certain Lenders identified therein

         Exhibit 31.1 - Statement of Chief Executive Officer Furnished  Pursuant
         To Section 302 Of The  Sarbanes-Oxley  Act Of 2002,  18 U.S.C.  Section
         1350

         Exhibit 31.2 - Statement of Chief Financial Officer Furnished  Pursuant
         To Section 302 Of The  Sarbanes-Oxley  Act Of 2002,  18 U.S.C.  Section
         1350

         Exhibit 32.1 - Statement of Chief Executive Officer Furnished  Pursuant
         To Section 906 Of The  Sarbanes-Oxley  Act Of 2002,  18 U.S.C.  Section
         1350


         Exhibit  32.2 -  Statement  Financial  Officer  Furnished  Pursuant  To
         Section 906 Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350



Exhibit
Number   Description of Exhibit
-------  -----------------------------------------------------------------------
2.1*     Securities  Exchange  Agreement,  dated as of April  17,  2003,  by and
         between Dr. Owl Online, Inc. and certain stockholders of GPEH Corp.

3.1*     Certificate  of  Incorporation  of the  registrant,  dated as of May 1,
         2003.

                                       16
<PAGE>

Exhibit
Number   Description of Exhibit
-------  -----------------------------------------------------------------------
3.2*     Bylaws of the registrant.

3.3*     Certificate of Ownership and Merger  merging Dr. Owl Online,  Inc. with
         and into Green Power Energy Holdings Corp.

10.1*    Securities Purchase Agreement between Green Power Energy Holdings,  LLC
         and  Cogentrix  of North  Carolina,  Inc.  dated as of  August  9, 2002
         (exhibits  and  schedules  have been  omitted  and are  available  upon
         request).

10.2*    Security  Agreement  dated as of September  12, 2002 by and among Green
         Power  Energy  Holdings,  LLC,  Cogentrix  Eastern  Carolina,  LLC  and
         Cogentrix of North Carolina, Inc.

10.3*    Operation Agreement for qualifying  facilities with generating capacity
         greater  than  five MW  dated  January  1,  2003  between  Green  Power
         Kenansville,  LLC and Carolina Power & Light Company;  Application  for
         Standard  Contract by qualifying  co-generator  dated December 20, 2002
         between  Green  Power  Kenansville,  LLC  and  Carolina  Power  & Light
         Company;  Carolina  Power & Light Company terms and  conditions for the
         purchase of electric power.

10.4*    Steam Purchase Contract dated November 30, 1984 between Guilford Mills,
         Inc. and Cogentrix Leasing Corporation.

10.5*    First Amendment to Steam Purchase Contract dated August 1, 1991 between
         Guilford Mills, Inc. and Cogentrix of North Carolina, Inc.

10.6*    Ground Lease dated November 30, 1984 between  Guilford Mills,  Inc. and
         Cogentrix Leasing Corporation.

10.7*    First  Amendment  to Ground  Lease  dated  December  16,  1991  between
         Guilford Mills, Inc. and Cogentrix of North Carolina,  Inc., and United
         States Trust Company of New York.

10.8*    Second  Amendment to Ground  Lease dated July 6, 2000 between  Guilford
         Mills, Inc. and Cogentrix Eastern Carolina Corporation.

10.9*    Third  Amendment  to Ground  Lease  dated  December  29,  2000  between
         Guilford Mills, Inc. and Cogentrix Eastern Carolina, LLC.

10.10*   Railroad  Transportation  Contract No.  CSXT-C-82011  dated October 15,
         2002 between CSX Transportation, Inc. and Green Power Kenansville, LLC.

10.11*   Wood Fuel  Supply  Agreement  dated  March 1, 2002 by and  between  RBS
         Enterprises, Inc. and Green Power Energy Holdings, LLC.

10.12*   Wood Fuels Supply  Agreement  dated March 6, 2002 by and between  Waste
         Connections, Inc. and Green Power Energy Holdings, LLC.

10.13*   Tire Derived Fuel Supply  Agreement  dated April 3, 2003 by and between
         Wylie and Associates and Green Power Energy Holdings, LLC.

10.14*   Promissory  Note  dated  April  15,  2003 in the  principal  amount  of
         $300,000 payable to Gova & Co.

10.15*   Promissory  Note  dated  April  15,  2003 in the  principal  amount  of
         $100,000 payable to Wayne Coverdale.

10.16*   Promissory  Note  dated  April  15,  2003 in the  principal  amount  of
         $900,000 payable to MIG, LLC.

10.17*   Management  Consulting  Agreement  dated  April 28, 2003 by and between
         Green Power Energy Holdings Corp. and Medallion Capital Corp.

10.18+   Form of Loan and Security Agreement,  including promissory note, pledge
         agreement and warrant,  dated August 18, 2003, among Green Power Energy
         Holdings  Corp.,  Green  Power  Kenansville,  LLC and  certain  Lenders
         identified therein

16.1*    Malone & Bailey, PLLC Response Letter, dated May 5, 2003.

21.1*    Subsidiaries of the registrant.


                                       17
<PAGE>

Exhibit
Number   Description of Exhibit
-------  -----------------------------------------------------------------------
23.1#    Consent of Watts & Scobie, CPA's dated July 3, 2003

31.1+    Statement of Chief Executive Officer Furnished  Pursuant To Section 302
         Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350

31.2     Statement of Chief Financial Officer Furnished  Pursuant To Section 302
         Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350

32.1     Statement of Chief Executive Officer Furnished  Pursuant To Section 906
         Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350

32.2     Statement  Financial Officer  Furnished  Pursuant To Section 906 Of The
         Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350
-----------------
* Previously  filed as exhibits to the Company's  Current  Report on Form 8-K as
filed on May 6,  2003  with the  Commission  which  are  incorporated  herein by
reference.

# Previously  filed as an exhibit to the Company's  Current Report on Form 8-K/A
as filed on July 7, 2003 with the  Commission  which is  incorporated  herein by
reference.

+ Filed herewith.


     Reports on Form 8-K


         The Company  filed a Current  Report on Form 8-K with the SEC on May 6,
2003 reporting,  (i) the Change in Control of the Company;  (ii) the Acquisition
or Disposition of Assets;  (iii) Change in the Company's  Certifying  Accountant
and (iv) Financial  Statements,  Pro Forma  Financial  Information  and Exhibits
filed as part of the Current Report.

         The Company  filed a Current  Report on Form 8-K/A with the SEC on July
7, 2003 to supplement  the exhibits  previously  filed on the Company's Form 8-K
referenced  above to include the Consent of Watts & Scobie,  CPA's dated July 3,
2003.

         There  were no other  reports on Form 8-K filed with the SEC during the
last quarter of fiscal year ended May 31, 2003.



















                                       18
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                              Green Power Energy Holdings, Corp.

Dated: September 15, 2003                         By: /s/ Wayne Coverdale
                                                     ---------------------------
                                                     Wayne Coverdale
                                                     President
                                                     Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Dated:  September 15, 2003                        By: /s/ WAYNE COVERDALE
                                                     ---------------------------
                                                     Wayne Coverdale
                                                     Chief Executive Officer
                                                     Director


Dated:  September 15, 2003                        By: /s/ MOEZ NAGJI
                                                     ---------------------------
                                                     Moez Nagji
                                                     Chief Financial Officer
                                                     Director


Dated:  September 15, 2003                        By: /s/ STEVE STANKO
                                                     ---------------------------
                                                     Steve Stanko
                                                     Director

















                                       19
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
Report of Independent Auditors......................................        F-2
Audited Financial Statements
   Consolidated Balance Sheet.......................................        F-3
   Consolidated Statement of Operations.............................        F-4
   Consolidated Statements of Stockholders' Equity (Deficit)........        F-5
   Consolidated Statements of Cash Flows............................        F-6
Notes to Consolidated Financial Statements                                  F-8



























                                      F-1
<PAGE>

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



Officers and Directors
Green Power Energy Holdings Corp.
Wilmington, NC


         We have audited the  accompanying  consolidated  balance sheet of Green
Power Energy Holdings Corp. (formerly Dr. Owl Online, Inc.) and Subsidiary as of
May 31, 2003, and the related consolidated statements of operations,  changes in
stockholders'  equity  (deficit)  and cash flows for the year then ended.  These
consolidated  financial  statements are the  responsibility  of management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit. The financial  statements of Dr. Owl Online, Inc.
as of May 31, 2002, were audited by other  auditors,  whose report dated July 3,
2002, expressed an unqualified opinion on those statements.

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

         In our opinion, the 2003 consolidated  financial statements referred to
above present fairly, in all material respects,  the financial position of Green
Power Energy  Holdings  Corp. and Subsidiary as of May 31, 2003, and the results
of their  operations  and their cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
13 to the consolidated  financial  statements,  the Company has an immediate but
unresolved  need  to  obtain   significant   long-term   financing  that  raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to this  matter is also  described  in Note 13. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



                                                    /s/ Watts & Scobbie
                                                    -------------------

Watts & Scobbie
Raleigh, North Carolina
August 27, 2003






                                      F-2
<PAGE>

                Green Power Energy Holdings Corp. and Subsidiary
                           CONSOLIDATED BALANCE SHEET
                                  May 31, 2003

                                     ASSETS

CURRENT ASSETS:
     Cash                                                           $    17,885
     Trade accounts receivable                                          490,481
     Inventories                                                        252,136
     Prepaid expenses                                                   105,328
                                                                    -----------
         Total current assets                                           865,830
                                                                    -----------

PROPERTY, PLANT AND EQUIPMENT:
     Plant                                                            5,225,576
     Machinery and equipment                                          1,204,763
     Office equipment and vehicles                                       68,664
                                                                    -----------
         Total                                                        6,499,003
     Less accumulated depreciation                                     (207,764)
                                                                    -----------
         Net property and equipment                                   6,291,239
                                                                    -----------

OTHER ASSETS                                                            322,307
                                                                    -----------

         Total assets                                               $ 7,479,376
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable and bank overdraft                            $ 1,038,832
     Other current liabilities                                          245,545
     Payable to Cogentrix of North Carolina, Inc.                     6,239,812
     Current portion of note payable to officer/stockholder               6,942
     Current portion of other notes payable                             879,651
                                                                    -----------
         Total current liabilities                                    8,410,782
                                                                    -----------

DEFERRED INCOME                                                       1,330,550
                                                                    -----------

DEFERRED INCOME TAXES                                                      --
                                                                    -----------
LONG-TERM DEBT:
     Note payable to officer/stockholder                                 93,058
     Other notes payable                                              1,077,182
                                                                    -----------
         Total long-term debt                                         1,170,240
                                                                    -----------

MINORITY INTEREST IN SUBSIDIARY                                            --
                                                                    -----------
COMMITMENTS AND CONTINGENCIES                                              --
                                                                    -----------
STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par; authorized 10,000,000 shares;
       issued and outstanding, none                                        --
     Common stock, $.0001 par; authorized 50,000,000 shares;
       issued and outstanding, 20,142,500 shares                          2,014
     Additional paid-in capital                                          45,686
     Accumulated deficit                                             (3,479,896)
                                                                    -----------


         Total stockholders' equity (deficit)                        (3,432,196)
                                                                    -----------

         Total liabilities and stockholders' equity (deficit)       $ 7,479,376
                                                                    ===========


THE  ACCOMPANYING  NOTES ARE AN  INTEGRAL  PART OF THIS  CONSOLIDATED  FINANCIAL
STATEMENT.

                                      F-3


<PAGE>

                Green Power Energy Holdings Corp. and Subsidiary
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    For the years ended May 31, 2003 and 2002

                                                       2003            2002
                                                   ------------    ------------

REVENUES:
     Electric and steam sales                      $  2,766,257    $       --
                                                   ============    ============


OPERATING COSTS AND EXPENSES:
     Fuels consumed                                   1,850,781
     Employee compensation and payroll taxes          1,469,765
     Operations and maintenance costs                   725,605
     General and administrative expenses              1,781,618          39,562
     Depreciation                                       207,763
     Interest and amortization of debt discount         341,452
                                                   ------------    ------------
         Total operating expenses                     6,376,984          39,562
                                                   ------------    ------------

EARNINGS (LOSS) BEFORE MINORITY INTEREST             (3,610,727)        (39,562)

MINORITY INTEREST IN SUBSIDIARY'S LOSS                   72,000            --
                                                   ------------    ------------

EARNINGS (LOSS) BEFORE INCOME TAXES                  (3,538,727)        (39,562)

PROVISION FOR INCOME TAXES                                 --              --

NET EARNINGS (LOSS)                                $ (3,538,727)   $    (39,562)
                                                   ============    ============

Basic and diluted net loss per common share        $      (0.16)   $      (0.00)

Weighted average common shares outstanding           21,737,917      22,056,042


THE  ACCOMPANYING  NOTES ARE AN  INTEGRAL  PART OF THIS  CONSOLIDATED  FINANCIAL
STATEMENT.















                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                Green Power Energy Holdings Corp. and Subsidiary
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                    For the years ended May 31, 2003 and 2002

                                                         2003                            2002
                                              ----------------------------    ---------------------------

                                                 Shares          Amount          Shares         Amount
                                              ------------    ------------    ------------   ------------
<S>                                             <C>           <C>               <C>          <C>
COMMON STOCK:
     Beginning of year                          22,057,000    $      2,206      22,019,500   $      2,202
     Shares cancelled                          (20,000,000)         (2,000)
     Stock split 5-for-2                         3,085,500             308
     Shares issued                              15,000,000           1,500          37,500              4
                                              ------------    ------------    ------------   ------------

     End of year                                20,142,500           2,014      22,057,000          2,206
                                              ============    ============    ============   ============

ADDITIONAL PAID-IN CAPITAL:
     Beginning of year                                              63,994                         45,248
     Proceeds from issuance of common stock
       in excess of par                                                                            18,746
     Effect of stock split                                            (308)
     Effect of stock cancellation                                  (18,000)
                                                              ------------                   ------------

     End of year                                                    45,686                         63,994
                                                              ------------                   ------------

ACCUMULATED DEFICIT:
     Beginning of year                                             (67,669)                       (28,107)
     Capital contributions to subsidiary                           128,000
     Effect of stock issuance in merger                             (1,500)
     Net loss                                                   (3,538,727)                       (39,562)
                                                              ------------                   ------------

     End of year                                                (3,479,896)                       (67,669)
                                                              ------------                   ------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                          $ (3,432,196)                  $     (1,469)
                                                              ============                   ============
</TABLE>





THE  ACCOMPANYING  NOTES ARE AN  INTEGRAL  PART OF THIS  CONSOLIDATED  FINANCIAL
STATEMENT.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                Green Power Energy Holdings Corp. and Subsidiary
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                    For the years ended May 31, 2003 and 2002

                                                                                      2003           2002
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss for year                                                             $(3,538,727)   $   (39,562)
     Adjustments to reconcile net loss to net cash used by operating activities:
         Deferred income                                                             1,330,550
         Depreciation                                                                  207,763
         Amortization of debt discount                                                 274,278
         Non-cash payment for services                                                 100,000
         Minority interest in subsidiary loss                                          (72,000)
     Changes in assets and liabilities:
         Trade accounts receivable (increase) decrease                                (410,196)
         Inventory (increase) decrease                                                  95,405
         Prepaid expenses (increase) decrease                                           (8,294)
         Other assets (increase) decrease                                               65,242
         Accounts payable increase (decrease)                                          875,831         11,346
         Other current liabilities increase (decrease)                                 245,545
                                                                                   -----------    -----------
              Net cash used by operating activities                                   (834,603)       (28,216)
                                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Payments on acquisition of subsidiary                                            (300,000)
     Redemption of capital stock                                                       (20,000)
     Acquisition of property and equipment                                            (780,651)
     Loans made, net of repayments                                                     (45,510)
                                                                                   -----------    -----------
              Net cash used by investing activities                                 (1,146,161)          --
                                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                                            18,750
     Cash received in acquisition of Cogentrix Eastern Carolina, LLC                   538,772
     Capital contributions by LLC members                                              200,000
     Proceeds from MIG loan                                                            900,000
     Proceeds from other loans                                                         750,000
     Payment on debt to Cogentrix                                                     (400,000)
                                                                                   -----------    -----------
              Net cash provided by financing activities                              1,988,772         18,750
                                                                                   -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                          8,008         (9,466)

CASH AT BEGINNING OF YEAR                                                                9,877         19,343
                                                                                   -----------    -----------

CASH AT END OF YEAR                                                                $    17,885    $     9,877
                                                                                   ===========    ===========
</TABLE>



                                      F-6

<PAGE>
<TABLE>
<CAPTION>

                Green Power Energy Holdings Corp. and Subsidiary
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                    For the years ended May 31, 2003 and 2002

                                                                         2003           2002
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
SUPPLEMENTAL DISCLOSURES:
     Interest paid                                                   $     4,958    $       916
                                                                     ===========    ===========


     Income taxes paid                                               $      --      $      --
                                                                     ===========    ===========
     Non-cash investing and financing activities:
         Purchases of insurance and equipment via installment debt   $   306,833    $      --
                                                                     ===========    ===========

         Note issued to officer for services                         $   100,000    $      --
                                                                     ===========    ===========

         Capital stock issued in merger                              $     1,500    $      --
                                                                     ===========    ===========


         Acquisition of Cogentrix Eastern Carolina, LLC:
              Cash                                                   $   538,772    $
              Other current assets                                       458,262
              Property and equipment                                   5,752,395
              Other assets                                               342,039
              Current liabilities assumed                               (151,656)
                                                                      ----------
                  Total                                                6,939,812
              Cash payments                                              300,000
                                                                     -----------
              Payable to Cogentrix of North Carolina, Inc.           $ 6,639,812    $      --
                                                                     ===========    ===========
</TABLE>




THE  ACCOMPANYING  NOTES ARE AN  INTEGRAL  PART OF THIS  CONSOLIDATED  FINANCIAL
STATEMENT.















                                      F-7
<PAGE>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Nature of Operations. Green Power Energy Holdings Corp. (GPEH) operates
a facility in Kenansville,  North Carolina - for the cogeneration of electricity
and steam. All sales are made to two customers,  Progress Energy Carolinas, Inc.
and Guilford Mills, Inc.

         Principles of  Consolidation  and Minority  Interest.  The consolidated
financial  statements  for the year ended in 2003  include the accounts of Green
Power Energy Holdings Corp. (formerly Dr. Owl Online, Inc.) and its predecessor,
Green Power Energy  Holdings,  LLC for the twelve  months ended May 31, 2003 and
those of its  90%-owned  subsidiary,  Green  Power  Kenansville,  LLC  (formerly
Cogentrix Eastern Carolina, LLC) for the period from September 12, 2002 (date of
acquisition) through May 31, 2003. All material  intercompany  transactions have
been eliminated in consolidation. (See also Note 13).

         The  financial  statements  for the year ended in 2002 include only the
accounts of the former Dr. Owl Online,  Inc.,  since Green Power Energy Holdings
Corp., its predecessor and its subsidiary did not exist at that time.

         The  remaining  10% interest in Green Power  Kenansville,  LLC (GPK) is
owned by MIG,  LLC. A  significant  stockholder  of GPEH is also a 28% member of
MIG. Consequently, for purposes of consolidation, only that portion which is not
under common ownership (72% of MIG) is reflected as a minority interest.  Losses
applicable to this minority  interest have been limited to the minority interest
investment in the members'  equity of the  subsidiary of $72,000.  Consequently,
there is no amount to reflect as minority interest in the balance sheet.

         Cash Equivalents.  The Company considers all highly-liquid  investments
with an original maturity of three months or less to be cash equivalents.

         Inventories.  Inventories  consist of coal and other  fuels,  which are
stated at the lower of first-in, first-out cost or market.

         Prepaid  expenses.  Prepaid expenses  consist  principally of insurance
premiums,  which  are  amortized  over the  periods  covered  by the  respective
insurance policies.

         Property and  Depreciation.  Property and  equipment is stated at cost.
Expenditures  for major renewals and betterments that extend the useful lives of
the assets are  capitalized.  Maintenance  and repairs are charged to expense as
incurred.

         Depreciation  is  computed  using  the  straight-line  method  over the
estimated remaining useful lives of the related assets, as follows:

               Plant                                     25 years
               Machinery and equipment                   5-7 years
               Office equipment and vehicles             3-7 years

         Other Assets.  Other assets consist principally of repair parts for the
plant machinery and equipment. These items are classified as non-current because
there is no certainty that they will be used within the coming year.

         Income taxes. No federal or state income taxes are payable by the LLCs.
Instead,  the owners of those  companies  report their  shares of the  Company's
taxable income or loss on their  respective  individual or corporate  income tax
returns.

                                      F-9

<PAGE>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
         ------------------------------------------------------

         The income tax  accounting  for certain  transactions  differs from the
accounting methods used for financial statement purposes.  Accordingly,  the net
income or loss of the  Company  for income  tax  purposes  may  differ  from the
amounts reported for financial statement purposes.

         Allowance  for  doubtful  accounts.   Due  to  the  limited  number  of
customers,  uncollectible  amounts, if any, are determined and adjusted monthly.
There were no uncollectible  amounts at May 31, 2003 and no amounts were written
off during 2003 or 2002.

         Advertising.  The Company  expenses all advertising  costs as incurred.
There were no significant advertising costs for 2003 or 2002.

         Tipping fees.  Revenues from tipping fees are recognized as the related
materials (waste wood and shredded tires) are received and consumed. The tipping
fees related to all such  materials not yet consumed will be treated as deferred
income.

         Emission  allowances.  Revenues from emission  allowances (see Note 11)
are recognized when the NOx monitoring  period for each year has expired and the
Company's repurchase obligation, if any, is known with certainty.

         Long-lived  assets.  Impairment of  long-lived  assets is recorded when
indicators  of such  impairment  are  present  and the  undiscounted  cash flows
estimated to be  generated  by those  assets are less than the assets'  carrying
value.

         Environmental remediation and compliance. Environmental remediation and
compliance  costs  are  accrued  based  on  estimates  of  known   environmental
exposures.  Liabilities  are  recorded  when  environmental  assessments  and/or
remedial efforts are probable, and the costs can be reasonably estimated.

         Use of estimates. The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported  revenues  and  expenses.   Actual  results  could  differ  from  these
estimates.

         Net earnings  (loss) per common  share.  Basic net earnings  (loss) per
common share is computed  using the  weighted  average  number of common  shares
outstanding  during the period.  The Company had no stock  options,  warrants or
other such potentially-dilutive securities outstanding at May 31, 2003.

         Goodwill and other  intangible  assets.  Intangible  assets with finite
lives are amortized over their  respective  useful lives.  Other such assets are
periodically  evaluated for  impairment and written off  accordingly.  (See also
Note 12).

2.       ASSET ACQUISITION AND DEBT DISCOUNT:
         -----------------------------------

         In September 2002, the Company acquired Cogentrix Eastern Carolina, LLC
from its parent  corporation,  Cogentrix  of North  Carolina,  Inc. The purchase
method  was used to  account  for the  acquisition  and the  purchase  price was
allocated as follows:

                Cash                            $   538,772
                Receivables                          80,285
                Inventory                           347,541
                Prepaid expenses                     30,436
                Property and equipment            5,752,395
                Other assets                        342,039
                Liabilities assumed                (151,656)
                                                -----------
                         Net acquisition cost   $ 6,939,812
                                                ===========

         The Company paid $300,000 of the cost in cash. All the assets  acquired
were pledged under an asset purchase  security  agreement  requiring  additional
payments of $400,000 in April 2003 and  $6,239,812 in June 2003.  (See also Note
13).

                                      F-9

<PAGE>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         The additional  payments due were non-interest  bearing.  Consequently,
these  amounts were  discounted  at a 6% annual rate.  The  resulting  discount,
$274,278,  has been  applied to reduce the cost of the  property  and  equipment
listed  above and  amortized as interest  expense over the original  life of the
related debt.

3.       NOTES PAYABLE AND LONG-TERM DEBT:
         --------------------------------

Notes payable and long-term debt at May 31, 2003 consists of:

        Payable to Cogentrix of North Carolina, Inc., due in
           June 2003 (See also Notes 2 and 13)                      $ 6,239,812
        Commercial property and liability premium installment
           note, due in monthly payments of $21,121 through
           August 2003, including interest at 5.5%                       63,363
        Worker's compensation premium installment note, due
           in monthly payments of $3,235 through June 2003,
           including interest at 11.1%                                    3,235
        Equipment installment note, due in monthly payments
           of $2,477 through March 2007, including interest
           at 11.2%, collateralized by the related equipment            113,948
        Equipment installment note, due in monthly payments
           of $2,645 through April 2008, including interest
           at 3.0%, collateralized by the related equipment             158,729
        Note payable to officer/stockholder, 12%, due in monthly
           payments of $5,157 beginning February
           2004. (See * below). 100,000 Note payable to investment
        firm, principal due in
           full on April 15, 2004, interest at 10% payable
           monthly beginning May 2003.  (See * below)                   300,000
        Note payable to MIG, LLC, 12%, due in monthly
           payments of $46,411 beginning February 2004.  (See
           * below)                                                     900,000
        Note payable to investment firm, 10%, principal and
           interest due July 2004, unsecured                             50,000
        Loan payable to officer/stockholder, due June 15,
           2003, non-interest bearing, unsecured                         40,000
        Loans payable to other individuals, due June 15,
           2003, non-interest bearing, unsecured                         60,000
        Note payable to investment firm, principal due in
           full on May 1, 2004, non-interest bearing,
           unsecured                                                    300,000
                                                                    -----------
                 Total                                                8,329,087
                 Less unamortized interest expense                      (32,442)
                 Less current portion                                (7,126,405)
                                                                    -----------
                 Net long-term debt                                 $ 1,170,240
                                                                    ===========

         The maturities of principal due on the above debts may be summarized as
follows:

                 Year ending May 31:
                      2004                                          $ 7,126,405
                      2005                                              637,758
                      2006                                              449,799
                      2007                                               54,007
                      2008 and later                                     28,676
                                                                    ------------
                          Total                                     $ 8,296,645
                                                                    ===========

         *These notes are  collateralized by the assets of the Company,  but are
subordinated  to the  payable  to  Cogentrix  or to any debt that  replaces  the
Cogentrix debt.


                                      F-10
<PAGE>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.       RETIREMENT PLAN AND STOCK OPTION PLAN:
         -------------------------------------

         The Company has  adopted a 401(k)  profit-sharing  plan that covers all
employees  over the age of 21 who have  completed  one-half year of service,  as
defined. The service and age requirements were waived for all otherwise eligible
employees employed on December 31, 2002.  Employees may elect to defer up to the
maximum  percentage  of  salary  allowed  by law.  The  Company  may  also  make
discretionary   matching   contributions,   determined  annually.  The  matching
contribution for 2003 was $16,866.

         In 2001,  the Company  adopted an Incentive  Stock Options Plan,  under
which  options to purchase  3,000,000  shares of common  stock may be granted to
employees,  officers,  directors and consultants of the Company. Options granted
under the Plan may consist of (i) options intended to qualify as incentive stock
options, or ISOs, within the meaning of section 422 of the Internal Revenue Code
or (ii)  so-called  "non-qualified  stock  options"  that are not intended to so
qualify. Options granted under the Plan generally expire five to ten years after
the date of grant. No options have been granted under this Plan.

5.       INCOME TAXES:
         ------------

         Income taxes may be summarized as follows:

                                                        2003           2002
                                                     -----------    -----------

     Loss before income taxes                        $(3,538,727)   $   (39,562)
     Portion of loss incurred by LLC companies
        and allocated to unrelated owners              1,699,197           --
                                                     -----------    -----------
     Losses of regular corporations                   (1,839,530)       (39,562)
                                                     -----------    -----------
     Timing differences:
          Startup costs                                  286,482           --
          Deferred revenues                            1,330,550           --
          Depreciation                                  (487,884)          --
                                                     -----------    -----------
              Total                                    1,129,148           --
          Less portion to minority interest              110,493           --
                                                     -----------    -----------
              Net timing differences                   1,018,655           --
                                                     -----------    -----------
     Taxable income (loss) of regular corporations
        for current year                                (820,875)       (39,562)
     Unused loss carryover from 2001                        --          (28,107)
                                                     -----------    -----------
              Total                                      (67,669)   $   (67,669)
                                                     -----------    ===========
     Cumulative net operating loss carryover of
        corporations                                 $  (888,544)
                                                     ===========

         Since there is no assurance  that this loss will benefit the Company in
future years,  no deferred tax benefit has been  recognized in the  accompanying
consolidated financial statements.

6.       START UP EXPENSES AND MERGER EXPENSES:
         -------------------------------------

         The Company  incurred legal,  consulting and other costs related to its
initial business investigation,  feasibility studies,  investigation of possible
supply sources and financing opportunities,  and general contract review as well
as the initial  organizational  activities.  These costs  totaled  approximately
$390,000  and  are  included  in  general  and  administrative  expenses  in the
accompanying consolidated financial statements.



                                      F-11

<PAGE>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



6.       START UP EXPENSES AND MERGER EXPENSES (CONTINUED):
         -------------------------------------------------

         The Company  incurred  legal,  accounting,  consulting  and other costs
related to the merger  described in Note 12. These costs  totaled  approximately
$640,000  and  are  included  in  general  and  administrative  expenses  in the
accompanying consolidated financial statements.

7.       RELATED PARTY TRANSACTIONS:
         --------------------------

         Prior to April 15, 2003 MIG,  LLC had  advanced  the Company  $500,000.
This amount was non-interest bearing but interest has been accrued through April
15 at an  annual  rate  of 12%.  This  accrual  may be  converted  to a  capital
contribution  at some later date.  MIG advanced an additional  $400,000 in April
2003 and the entire  $900,000  advance was then replaced by the promissory  note
described in Note 3.

         In April 2003 the Company issued a $100,000 note payable,  as described
in Note 3, to an  officer/shareholder  for  services.  In May 2003  the  Company
borrowed  $40,000  from an  officer/shareholder  as  described in Note 3. In May
2003,  the Company paid an  officer/shareholder  $18,000 for rental of machinery
and equipment.

         The Company's  primary legal counsel is also an officer of the Company.
During 2003, the Company incurred  approximately $350,000 for the legal services
of his firm with respect to formation of the Company,  negotiation  of long-term
supply contracts,  customer contracts and leases, acquisition of the subsidiary,
arrangements for long-term  financing,  etc. Although some or all of these legal
services may benefit the Company in future years,  there is no assurance of this
result,  and therefore  management has elected to record the entire  $350,000 as
current  expense.  None of this  amount  had  been  paid at May 31,  2003 and no
interest has been accrued on this debt.

8.       CONCENTRATIONS OF CREDIT RISK:
         -----------------------------

         Financial  instruments that  potentially  subject the Company to credit
risk  consist  principally  of temporary  cash  investments  and trade  accounts
receivable.   The  Company   maintains   its  cash  balances  in  one  financial
institution.  Consequently,  cash  deposits in excess of the  federally  insured
limit are subject to the risk that the institution will not pay when the cash is
requested. There were no excess deposits at May 31, 2003.

         The  Company  currently  has only  two  customers.  The loss of  either
customer  could have a severe  impact on the  Company's  future  operations  and
viability.  The  Company  has  contracts  for the sale of steam and  electricity
through 2012. (See Notes 10 and 11).

9.       ENVIRONMENTAL REGULATIONS:
         -------------------------

         The Company's daily operations  include activities which are subject to
federal and state environmental  regulations.  Compliance with these regulations
has not had, nor does  management  expect such  compliance to have, any material
effect on  expected  capital  expenditures,  net income,  financial  position or
competitive  position of the Company. The Company believes its current practices
and procedures comply with the applicable regulations. (See also Note 11).

10.      LEASES AND OTHER COMMITMENTS:
         ----------------------------

         The Company has various operating leases, as follows:

         Ground lease for plant - $1 per year through March 2012, with automatic
         renewals  for  one  additional   ten-year  period  and  one  additional
         five-year  period,  unless  otherwise  agreed  to in  writing  by  both
         parties.  The property is leased from  Guilford  Mills,  Inc. (See also
         Note 11).


                                      F-12
<PAGE>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



         Railroad  track lease - $9,000 per year through  September  2003,  with
         automatic  annual  renewals,  unless  terminated  in  writing by either
         party.  Upon  renewal,  the annual  lease cost will be  increased by an
         amount based on a Consumer Price Index formula.

         Railroad  land lease - $1,740 per year  through  September  2003,  with
         automatic  annual  renewals,  unless  terminated  in  writing by either
         party.

         The Company has an exclusive  electricity  sales contract with Progress
Energy  Carolinas,  Inc.  effective through December 2012. The contract provides
for various  energy and capacity rates and specifies an annual maximum of energy
to be purchased.  This contract requires the Company to pay a monthly facilities
charge of $20,730.

         The Company has a purchase  agreement  for coal of a specified  quality
through  November 2003. The agreement  establishes  minimum and maximum  monthly
purchases.  The  Company  has  also  agreed  to  pay  certain  costs  of a  coal
procurement  service and a fee for coal purchases from suppliers obtained by the
procurement service.

         The  future  minimum  obligations  under the terms of these  leases and
contracts for the next five years are as follows:

                       2004                     $424,841
                       2005                      248,761
                       2006                      248,761
                       2007                      248,761
                       2008                      248,761

11.      OTHER COMMITMENTS AND CONTINGENCIES:
         -----------------------------------

         The  Company has a steam  sales  contract  with  Guilford  Mills,  Inc.
through March 2012, with automatic  renewals for one additional  ten-year period
and one additional  five-year  period,  unless otherwise agreed to in writing by
both parties.  The agreement  specifies a minimum/maximum  amount of steam to be
purchased at a rate adjusted  annually based on the  percentage  increase in the
delivered cost of coal.

         The Company  has two  agreements  that  provide for the supply of waste
wood fuels for which the  Company  will  receive a "tipping  fee" of $35-$38 per
ton.  The  agreements  continue  through  2013,  with an  option to renew for an
additional ten-year period. One of these agreements is with a company controlled
by an owner of the Company.

         The Company also has a tire-derived  fuel (TDF) supply  agreement which
provides for a "tipping fee" of $15 per ton. This  agreement  continues  through
2013 with an option to renew for an additional ten-year period.

         Under the terms of the Company's facility land lease, it is required to
remove all improvements,  including  machinery and equipment,  at the end of the
lease term.  Management  believes  that the cost to remove these items cannot be
accurately  estimated at this time,  but will not exceed the salvage  value that
would be realized from the machinery and equipment.

         In 2003,  under  recently-enacted  laws, the Company  received from the
Environmental  Protection  Agency (EPA) certain  "emission  allowances"  for the
years  2004-2008  with respect to the nitrous  oxide (NOx)  emitted by its power
generation  plant in  excess  of the base  levels  set by the EPA.  The  Company
expects that it will be able to operate below the EPA's base NOx levels in those
years and therefore  sold its emission  allowances to other power  companies for
approximately $1,300,000 during the year ended May 31, 2003 and $400,000 in June
2003. If the Company exceeds the base NOx levels in future years, it may have to
repurchase  some  or  all  of  these  allowances  or to  acquire  NOx  abatement
equipment.



                                      F-14
<PAGE>
<TABLE>
<CAPTION>

                GREEN POWER ENERGY HOLDINGS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.      MERGER, OTHER STOCK TRANSACTIONS AND GOODWILL:

                  In April 2003, Green Power Energy Holdings, LLC (GPH) was
         converted into a regular corporation and merged with Dr. Owl Online,
         Inc. (OWL), a publicly-held corporation which had no significant assets
         or business operations. Just prior to this merger, OWL redeemed
         20,000,000 shares of its common stock from an officer/stockholder for
         $38,654 and effected a 5-for-2 stock split on the remaining outstanding
         shares.

                  The cost of the common stock redeemed exceeded the related par
         value and additional paid-in capital accounts of Owl by $18,654. This
         amount was recorded as goodwill, evaluated for impairment and charged
         off as current expense.

                  As a result of these events, the former owners of GPH hold 74%
         of the capital stock of Green Power Energy Holdings Corp., the
         surviving parent company. This merger is expected to facilitate the
         Company's access to sufficient capital to provide operational funding,
         short-term debt liquidation and expansion.

13.      SUBSEQUENT EVENTS:

                  After May 31, 2003, Cogentrix of North Carolina, Inc. agreed
         to extend the due date for the $6,239,812 payment described in Note 2
         to December 15, 2003. The Company paid Cogentrix an extension fee of
         $100,000 and is paying Cogentrix interest at 10% during this extension
         period. The Company is negotiating with several prospective lenders to
         secure long-term financing.

14.      QUARTERLY FINANCIAL DATA (UNAUDITED):
         ------------------------------------

                                                First          Second         Third         Fourth
                                               Quarter        Quarter        Quarter        Quarter
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>
Year ended May 31, 2003:
     Operating revenues                      $      --      $   514,713    $ 1,359,219    $   892,325
     Operating income (loss)                    (104,431)      (957,438)    (1,307,414)      (899,992)
     Net earnings (loss)                        (104,431)      (982,530)    (1,414,209)    (1,037,557)
     Basic and diluted net loss per common
       share                                       (0.01)         (0.05)         (0.06)         (0.04)
Year ended May 31, 2002:
     Operating revenues                             --             --             --             --
     Operating income (loss)                     (18,912)        (5,734)        (1,808)       (13,108)
     Net earnings (loss)                         (18,912)        (5,734)        (1,808)       (13,108)
     Basic and diluted net loss per common
       share                                        0.00           0.00           0.00           0.00
</TABLE>




                                      F-15