UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                  --------------------------------------------


                                   FORM 10-QSB

         [Mark One]

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

                 For the quarterly period ended August 31, 2003
                                       OR

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

              For the transition period from _________ to _________

                        Commission File Number 333-65768

                        GREEN POWER ENERGY HOLDINGS CORP.
             (Exact name of Registrant as Specified in Its Charter)


          Delaware                                   No. 76-0672297
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
     of Incorporation)

                               3212 Wickford Drive
                           Wilmington, North Carolina
                    (Address of Principal Executive Offices)

                                 (910) 392-7690
              (Registrant's Telephone Number, Including Area Code)

                          ----------------------------

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                             YES X        NO
                                ---         ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). YES    NO X
                                               ---   ---

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

            Class                       Shares outstanding as of October 8, 2003
            -----                       ----------------------------------------
Common stock, par value $.001                        20,142,500


<PAGE>

                Green Power Energy Holdings Corp. and Subsidiary

                                      INDEX


PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements.                                              Page
                                                                            ----

Consolidated Balance Sheet as of August 31, 2003                              1

Consolidated Statements of Operations
for the three months ended August 31, 2003 and 2002                           2

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
for the three months ended August 31, 2003 and 2003                           3

Consolidated Statements of Cash Flows
for the three months ended August 31, 2003 and 2002                           4

Notes to Consolidated Financial Statements                                    5

Item 2.  Management's Discussion and Analysis or Plan of Operation.           5

Item 3.  Controls and Procedures.                                             7

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    8

Item 2.  Changes in Securities and Use of Proceeds                            8

Item 3.  Defaults Upon Senior Securities                                      8

Item 4.  Submission of Matters to a Vote of Security Holders                  8

Item 5.  Other Information                                                    8

Item 6.  Exhibits and Reports on Form 8-K                                     8

Signatures                                                                   11

Exhibit Index                                                                12



<PAGE>

Item 1.  Financial Statements.

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

                                     ASSETS

CURRENT ASSETS:
   Cash                                                             $     9,860
   Trade accounts receivable                                            536,483
   Inventories                                                           11,100
   Prepaid expenses                                                      40,071
                                                                    -----------
         Total current assets                                           597,514
                                                                    -----------


PROPERTY, PLANT AND EQUIPMENT:
   Plant                                                              5,225,576
   Machinery and equipment                                            1,440,224
   Office equipment and vehicles                                         69,064
                                                                    -----------
         Total                                                        6,734,864
   Less accumulated depreciation                                        307,020
                                                                    -----------
         Net property and equipment                                   6,427,844
                                                                    -----------

OTHER ASSETS                                                            278,182
                                                                    -----------

         Total assets                                               $ 7,303,540
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable and bank overdraft                              $ 1,167,172
   Other current liabilities                                            459,907
   Payable to Cogentrix of North Carolina, Inc.                       5,239,812
   Current portion of note payable to officer/stockholder                19,748
   Current portion of other notes payable                               938,341
                                                                    -----------
         Total current liabilities                                    7,824,980
                                                                    -----------

DEFERRED INCOME                                                       1,736,550
                                                                    -----------

DEFERRED INCOME TAXES                                                      --
                                                                    -----------

LONG-TERM DEBT:
   Note payable to officer/stockholder                                   80,252
   Other notes payable                                                2,164,294
                                                                    -----------
         Total long-term debt                                         2,244,546
                                                                    -----------

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                                               (4,550,236)
                                                                    -----------
         Total stockholders' equity (deficit)                        (4,502,536)
                                                                    -----------

         Total liabilities and stockholders' equity (deficit)       $ 7,303,540
                                                                    ===========


    THE ACCOMPANYING NOTE IS AN INTEGRAL PART OF THIS CONSOLIDATED FINANCIAL
                                   STATEMENT.


                                       1
<PAGE>

                Green Power Energy Holdings Corp. and Subsidiary
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the three months ended August 31, 2003 and 2002


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

REVENUES:
   Electric sales, steam sales and other           $  1,696,831    $       --
                                                   ------------    ------------

OPERATING COSTS AND EXPENSES:
   Fuels consumed                                     1,101,480
   Employee compensation and payroll taxes              624,379
   Operations and maintenance costs                     310,961
   General and administrative expenses                  340,239             686
   Depreciation                                          99,257
   Interest and loan fees                               325,958
                                                   ------------    ------------

         Total operating expenses                     2,802,274             686
                                                   ------------    ------------

EARNINGS (LOSS) BEFORE INCOME TAXES                  (1,105,443)           (686)

PROVISION FOR INCOME TAXES                                 --              --
                                                   ------------    ------------

NET EARNINGS (LOSS)                                $ (1,105,443)   $       (686)
                                                   ============    ============

Basic and diluted net loss per common share        $      (0.05)   $      (0.00)

Weighted average common shares outstanding           20,142,500      22,057,000






    THE ACCOMPANYING NOTE IS AN INTEGRAL PART OF THIS CONSOLIDATED FINANCIAL
                                   STATEMENT.


























                                       2
<PAGE>
<TABLE>
<CAPTION>

                Green Power Energy Holdings Corp. and Subsidiary
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                         STOCKHOLDERS' EQUITY (DEFICIT)
               For the three months ended August 31, 2003 and 2002

                                                       2003                            2002
                                           ----------------------------    ---------------------------
                                              Shares          Amount          Shares         Amount
                                           ------------    ------------    ------------   ------------
<S>                                        <C>             <C>               <C>          <C>
COMMON STOCK:
   Beginning of period                       20,142,500    $      2,014      22,057,000   $      2,206
   Shares issued                                   --              --              --             --
                                           ------------    ------------    ------------   ------------
   End of period                             20,142,500           2,014      22,057,000          2,206
                                           ============    ------------    ============   ------------

ADDITIONAL PAID-IN CAPITAL:
   Beginning of period                                           45,686                         63,994
                                                           ------------                   ------------
   End of period                                                 45,686                         63,994
                                                           ------------                   ------------

ACCUMULATED DEFICIT:
   Beginning of period                                       (3,479,896)                       (67,669)
   Contribution to capital of subsidiary                         35,103                           --
   Net loss                                                  (1,105,443)                          (686)
                                                           ------------                   ------------

   End of period                                             (4,550,236)                       (68,355)
                                                           ------------                   ------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                       $ (4,502,536)                  $     (2,155)
                                                           ============                   ============
</TABLE>













    THE ACCOMPANYING NOTE IS AN INTEGRAL PART OF THIS CONSOLIDATED FINANCIAL
                                   STATEMENT.




                                       3
<PAGE>
<TABLE>
<CAPTION>

                    Green Power Holdings Corp. and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the three months ended August 31, 2003 and 2002

                                                                         2003           2002
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss for period                                                $(1,105,443)   $      (686)
   Adjustments to reconcile net loss to net cash provided (used) by
     operating activities:
     Deferred income                                                      406,000
     Depreciation                                                          99,257
   Changes in assets and liabilities:
     Trade accounts receivable (increase) decrease                        (46,003)
     Inventory (increase) decrease                                        241,036
     Prepaid expenses (increase) decrease                                  65,257
     Other assets (increase) decrease
     Accounts payable increase (decrease)                                 128,340
     Other current liabilities increase (decrease)                        214,362
                                                                      -----------    -----------
         Net cash provided (used) by operating activities                   2,806           (686)
                                                                      -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment                                 (235,861)
   Loans made, net of repayments                                           44,125
                                                                      -----------    -----------
         Net cash used by investing activities                           (191,736)          --
                                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital contributions by LLC members                                    35,103
   Proceeds from new loans                                              1,382,000
   Repayment of loans from officer/stockholder                            (50,000)
   Repayment of other notes and loans                                  (1,186,198)
                                                                      -----------    -----------
         Net cash provided by financing activities                        180,905           --
                                                                      -----------    -----------

NET DECREASE IN CASH                                                       (8,025)          (686)

CASH AT BEGINNING OF PERIOD                                                17,885          9,877
                                                                      -----------    -----------

CASH AT END OF PERIOD                                                 $     9,860    $     9,191
                                                                      ===========    ===========

SUPPLEMENTAL DISCLOSURES:
   Interest and loan fees paid                                        $   193,467    $      --
                                                                      ===========    ===========

   Income taxes paid                                                  $      --      $      --
                                                                      ===========    ===========
</TABLE>


    THE ACCOMPANYING NOTE IS AN INTEGRAL PART OF THIS CONSOLIDATED FINANCIAL
                                   STATEMENT.



<PAGE>
                                       4
<PAGE>

                Green Power Energy Holdings Corp. and Subsidiary
                         NOTE TO CONSOLIDATED FINANCIAL
                      STATEMENTS For the three months ended
                            August 31, 2003 and 2002


1.       Basis of Presentation:
         ----------------------

         The accompanying unaudited interim consolidated financial statements of
Green Power Energy Holdings Corp. (formerly Dr. Owl Online, Inc.) and Subsidiary
("the  Company")  have been prepared in accordance  with  accounting  principles
generally  accepted in the United  States of America  and  current  rules of the
Securities and Exchange Commission  ("SEC").  They should be read in conjunction
with the  audited  financial  statements  and  notes  thereto  contained  in the
Company's latest annual report filed with the SEC on Form 10KSB.

         In the opinion of  management,  all  adjustments,  consisting of normal
recurring  adjustments,   necessary  for  fair  presentation  of  the  Company's
financial  position and results of operations for the interim periods  presented
are  reflected  herein.  The results of operations  for interim  periods are not
necessarily indicative of the results to be expected for the full year.

         Notes to the financial  statements which would substantially  duplicate
the  disclosures  contained  in the  Company's  audited  consolidated  financial
statements  for the year ended May 31, 2003, as reported in the Form 10KSB noted
above, have been omitted.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

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 agreements 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
the  quarter  ended  August  31,  2003  were  $1,696,831.  Based on our  limited
operating history, we do not believe that an analysis of our financial condition
from our inception through August 31, 2003 would be meaningful.




                                       5
<PAGE>

     For the  quarter  ended  August 31,  2003,  we have  experienced  losses of
approximately $1,105,500, 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 our Annual Report on Form 10-KSB for our year ended May 31,
2003, substantial doubt exists about our ability to continue as a going concern.

Liquidity and Capital Resources
-------------------------------

         At  August  31,  2003,  we had  approximately  $9,860  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.

Off-Balance Sheet Transactions and Related Matters
--------------------------------------------------

         There are no off-balance sheet transactions,  arrangements, obligations
(including contingent  obligations),  or other relationships of the Company with
unconsolidated  entities or other  persons  that have,  or may have,  a material
effect on  financial  condition,  changes in  financial  condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources of the Company.

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.





                                       6
<PAGE>

Forward Looking Statements
--------------------------

         Some of the  statements  made in this  Quarterly  Report on Form 10-QSB
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
Quarterly Report on Form 10-QSB. 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 Quarterly Report on Form 10-QSB.

Item 3.  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 August 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.







                                       7
<PAGE>

                           PART II. OTHER INFORMATION
                           --------------------------


Item 1.  Legal Proceedings.

In the normal course of business,  various  claims are made against the Company.
At this time,  in the  opinion of  management,  there are no pending  claims the
outcome  of which are  expected  to result in a material  adverse  effect on the
consolidated financial position or results of operations of the Company.

Item 2.  Changes in Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item. 5. Other Information.

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         The  following  is a list of exhibits  filed as part of this  quarterly
report on Form 10-QSB:


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.

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).





                                       8
<PAGE>

Exhibit
Number          Description of Exhibit
--------        ----------------------------------------------------------------
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.





                                       9
<PAGE>

Exhibit
Number          Description of Exhibit
--------        ----------------------------------------------------------------
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

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  Annual Report on Form 10-KSB
as filed on September 15, 2003 with the Commission which is incorporated  herein
by reference.

+ Filed herewith.

(b)      Reports on Form 8-K

None.
























                                       10
<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 to sign on behalf of
the registrant as well as in his capacity as Chief Financial Officer.


                                              Green Power Energy Holdings, Corp.

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
































                                       11
<PAGE>

Exhibit Index:


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.

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.



                                       12
<PAGE>

Exhibit
Number          Description of Exhibit
--------        ----------------------------------------------------------------
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

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  Annual Report on Form 10-KSB
as filed on September 15, 2003 with the Commission which is incorporated  herein
by reference.

+ Filed herewith.





                                       13