UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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


(Mark one)

   X     Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange
-------  Act of 1934


                For the quarterly period ended February 29, 2004

         Transition Report Under Section 13 or 15(d) of The Securities  Exchange
-------  Act of 1934


         For the transition period from ______________ to _____________

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


                         Commission File Number: 0-65768
                                                 -------

                        Green Power Energy Holdings Corp.
        (Exact name of small business issuer as specified in its charter)

         Delaware                                              76-0672297
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

            130 North Front Street, Wilmington, North Carolina 28401
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (910) 254-1490
                                 --------------
                           (Issuer's telephone number)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES    NO X
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 17, 2004: 20,142,500

Transitional Small Business Disclosure Format (check one):  YES    NO X
                                                               ---   ---



<PAGE>

                        Green Power Energy Holdings Corp.

               Form 10-QSB for the Quarter ended February 29, 2004

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Consolidated Financial Statements                                  3

  Item 2   Management's Discussion and Analysis or Plan of Operation         16

  Item 3   Controls and Procedures                                           18

Part II - Other Information

  Item 1   Legal Proceedings                                                 18

  Item 2   Changes in Securities                                             18

  Item 3   Defaults Upon Senior Securities                                   18

  Item 4   Submission of Matters to a Vote of Security Holders               18

  Item 5   Other Information                                                 18

  Item 6   Exhibits and Reports on Form 8-K                                  19


Signatures                                                                   19


















                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Part I
Item 1 - Financial Statements

                        Green Power Energy Holdings Corp.
                           Consolidated Balance Sheets
                                February 29, 2004

                                   (Unaudited)
                                                                               February 29, 2004
                                                                               -----------------
<S>                                                                            <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                                    $           4,500
   Accounts receivable - trade, net of allowance
     for doubtful accounts of $ -0-                                                        4,273
   Inventories                                                                           351,796
   Prepaid expenses                                                                      108,485
                                                                               -----------------
     Total Current Assets                                                                469,054
                                                                               -----------------

Property, Plant and Equipment - at cost
   Plant                                                                               5,225,576
   Machinery and equipment                                                             1,643,263
   Office equipment and vehicles                                                          82,713
                                                                               -----------------
                                                                                       6,951,552
   Less accumulated depreciation                                                        (517,610)
                                                                               -----------------
   Net Property, Plant and Equipment                                                   6,433,942
                                                                               -----------------

Other Assets
   Loan costs and reserves                                                             1,334,857
                                                                               -----------------

Total Assets                                                                   $       8,237,853
                                                                               =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
Current Liabilities
   Current portion of note payable to officer/Stockholder                      $          42,943
   Current portion of notes payable                                                    1,375,000
   Accounts payable and bank overdraft                                                 2,782,263
   Other current liabilities                                                             174,277
                                                                               -----------------
   Total Current Liabilities                                                           4,374,483
                                                                               -----------------

Long-term Debt
   Note payable to officer/Stockholder, net of current maturities                         67,057
   Other long-term notes payable, net of current maturities                            9,625,000
                                                                               -----------------
   Total Liabilities                                                                  14,066,540
                                                                               -----------------

Deferred Income                                                                        1,744,550
                                                                               -----------------

Commitments and Contingencies

Stockholders' Equity (Deficit)
   Preferred stock - $0.001 par value
     10,000,000 shares authorized.  None issued and outstanding                             --
   Common stock - $0.0001 par value
     50,000,000 shares authorized.  20,142,500 shares issued and outstanding               2,014
   Additional paid-in capital                                                             45,686
   Accumulated deficit                                                                (7,620,937)
                                                                               -----------------
     Total Stockholders' Equity (Deficit)                                             (7,573,237)
                                                                               -----------------

Total Liabilities and Stockholders' Equity (Deficit)                           $       8,237,853
                                                                               =================
</TABLE>


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               3

<PAGE>
<TABLE>
<CAPTION>

                        Green Power Energy Holdings Corp.
          Consolidated Statements of Operations and Comprehensive Loss
      Nine and three months ended February 29, 2004 and February 28, 2003

                                   (Unaudited)

                                           Nine months     Nine months     Three months    Three months
                                              ended           ended           ended           ended
                                           February 29,    February 28,    February 29,    February 28,
                                               2004            2003            2004           2003
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Revenues
   Electricity, steam sales and other      $  2,731,725    $       --      $    523,792    $       --
                                           ------------    ------------    ------------    ------------

Operating Expenses
   Fuels consumed                             2,490,766            --           875,283            --
   Employee compensation and
     related expenses                         1,821,747            --           598,983            --
   Operating and maintenance costs            1,022,342            --           399,987            --
   General and administrative expenses        1,021,075            --           392,356            --
   Interest and loan fees                       265,557            --          (356,563)           --
   Depreciation                                 309,847            --           103,174            --
                                           ------------    ------------    ------------    ------------
     Total Operating Expenses                 6,931,334            --         2,014,487            --
                                           ------------    ------------    ------------    ------------

Loss before Provision
   for Income Taxes                          (4,199,609)           --        (1,490,695)

Provision for income taxes                         --              --              --              --
                                           ------------    ------------    ------------    ------------

Net Loss                                     (4,199,609)     (1,490,695)

Other Comprehensive Income                         --              --              --              --
                                           ------------    ------------    ------------    ------------

Comprehensive Loss                         $ (4,199,609)   $         (0)   $ (1,490,695)   $         (0)
                                           ============    ============    ============    ============

Earnings per share of common
   stock outstanding computed
   on net loss - basic and fully diluted   $      (0.21)   $      (0.00)   $      (0.07)   $      (0.00)
                                           ============    ============    ============    ============

Weighted-average number of
   shares outstanding - basic and
   fully diluted                             20,142,500            --        20,142,500            --
                                           ============    ============    ============    ============
</TABLE>



   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                        Green Power Energy Holdings Corp.
                      Consolidated Statements of Cash Flows
            Nine months ended February 29, 2004 and February 28, 2003

                                   (Unaudited)

                                                           Nine months     Nine months
                                                             ended           ended
                                                          February 29,    February 28,
                                                              2004            2003
                                                          ------------    ------------
<S>                                                       <C>
Cash Flows from Operating Activities
   Net income (loss) for the period                       $ (4,199,609)           --
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Deferred income                                         414,000            --
       Depreciation                                            309,847            --
       Bad debt expense                                          9,369            --
       (Increase) Decrease in
         Accounts receivable - trade                           476,839            --
         Inventories                                           (99,660)           --
         Prepaid expenses and other assets                  (1,015,707)           --
       Increase (Decrease) in
         Accounts payable and other current liabilities      1,730,731            --
                                                          ------------    ------------
Net cash used in operating activities                       (2,374,190)           --
                                                          ------------    ------------

Cash Flows from Investing Activities
   Cash paid for property, plant and equipment                (452,550)           --
                                                                                  --
Net cash used in investing activities                         (452,550)           --
                                                          ------------    ------------

Cash Flows from Financing Activities
   Advances from officer/Stockholder                            10,000            --
   Proceeds from notes payable                               2,803,355            --
                                                          ------------    ------------
Net cash provided by financing activities                    2,813,355            --
                                                          ------------    ------------

Increase (Decrease) in Cash                                    (13,385)           --

Cash at beginning of period                                     17,885            --
                                                          ------------    ------------

Cash at end of period                                     $      4,500            --
                                                          ============    ============

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the year                           $    166,286            --
                                                          ============    ============
     Income taxes paid for the year                       $       --              --
                                                          ============    ============
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                             5

<PAGE>

                        Green Power Energy Holdings Corp.
                   Notes to Consolidated Financial Statements
                     February 29, 2004 and February 28, 2003


Note A - Organization and Description of Business

Green Power Energy Holdings Corp. (GPEH Corp or Company) was incorporated  under
the Laws of the State of Texas in  February  2001 as Dr. Owl  Online,  Inc.  The
initial  business plan of Dr. Owl Online,  Inc. (Dr. Owl) was to design internet
websites promoting early childhood educational development. Although development
began, the websites were never operational and were discontinued concurrent with
a change in control transaction in April 2003.

Dr. Owl Online, Inc. was the subject of a Securities  Exchange Agreement,  dated
April  17,  2003  (Exchange  Agreement).  Prior  to  consummating  the  Exchange
Agreement, Dr. Owl effected a five-for-two forward-split of its common stock, As
part of the  Exchange  Agreement,  100% of the  shares  owned  by the Dr.  Owl's
then-controlling  Stockholder  were surrendered to the Dr. Owl and cancelled for
the payment of approximately  $38,000. After implementation of the five- for-two
forward split and cancellation of the then-controlling  Stockholder's shares and
immediately prior to the Exchange Agreement,  there were 5,142,500 shares of Dr.
Owl's common stock issued and outstanding.  Pursuant to the Exchange  Agreement,
Dr. Owl issued 15,000,000 shares of unregistered, restricted common stock to the
stockholders  of GPEH Corp.,  representing  approximately  74% of the  Company's
issued and outstanding  common stock following the transaction,  in exchange for
100% of the  outstanding  capital stock of GPEH Corp. The effect of all of these
transactions  are presented in the accompanying  financial  statements as of the
first day of the first period presented.

As a  result  of the  Exchange  Agreement,  GPEH  Corp.  became  a  wholly-owned
subsidiary, with Green Power Kenansville, LLC being a wholly-owned subsidiary of
GPEH Corp.  Effective May 2, 2003,  Dr. Owl was  reincorporated  in the State of
Delaware and changed its corporate name to Green Power Energy Holdings Corp.

All  of  our  business   operations  are  conducted   through  our  wholly-owned
subsidiary,   GPEH  Corp.,   and  its  wholly-owned   subsidiary,   Green  Power
Kenansville, LLC.

The  Company  is a  generator  and  wholesaler  of  electric  power to  electric
utilities  serving the retail electric  market.  The Company  currently owns and
operates a 38-megawatt  cogeneration  facility in  Kenansville,  North Carolina,
which has  governmental  permits  to burn a  variety  of  fuels.  The  Company's
operating  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 the Company's  acquisition of the facility,  the
facility  has been  using a  combination  of coal,  tire-derived  fuels and wood
products in the generation of electricity and steam.


Note B - Preparation of Financial Statements

The acquisition of GPEH Corp. and its  subsidiaries on April 17, 2003 by Dr. Owl
effected a change in control and was  accounted  for as a "reverse  acquisition"
whereby GPEH Corp. was the accounting acquiror for financial statement purposes.
Accordingly,  the  historical  financial  statements of the Company are those of
GPEH Corp. and  subsidiaries  from it's inception and those of the  consolidated
entity subsequent to the April 17, 2003 transaction date.

The  Company and its  subsidiaries  follow the accrual  basis of  accounting  in
accordance with accounting principles generally accepted in the United States of
America and have adopted a year-end of May 31 for all entities.

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>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note B - Preparation of Financial Statements - Continued

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its Annual Report on Form 10-KSB for the year ended May
31, 2003. The information  presented within these interim  financial  statements
may not include all  disclosures  required by  accounting  principles  generally
accepted in the United States of America and the users of financial  information
provided for interim  periods should refer to the annual  financial  information
and footnotes when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending May 31, 2004.

The accompanying consolidated financial statements include the accounts of Green
Power Energy Holdings Corp. (formerly Dr. Owl Online, Inc.) and its predecessor,
Green Power Energy Holdings, LLC for the nine months ended February 29, 2004 and
February  28,  2003  and  those  of  its  100%-owned  subsidiary,   Green  Power
Kenansville,  LLC (formerly  Cogentrix  Eastern  Carolina,  LLC) for nine months
ended  February  29,  2004 and for the period from  September  12, 2002 (date of
acquisition) through February 29, 2003. All material  intercompany  transactions
have been eliminated in consolidation.


Note C - Going Concern Uncertainty

The Company has  experienced  cumulative  operating  losses since it's inception
through February 29, 2004 and continues to consume cash in operating activities.

The  Company's   liquidity  has  been  sustained  through  the  sale  of  equity
securities,  restricted  and  unrestricted,  domestically  and in  international
markets. Further, significant working capital advances have been made by members
of management or by entities owned or controlled by members of management.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

Because of the Company's lack of positive cash flows, the Company's  continuance
is fully  dependent  either  future  sales  of  securities  or upon its  current
management  and/or advances or loans from significant  stockholders or corporate
officers to provide  sufficient working capital to preserve the integrity of the
corporate entity.


                                                                               7

<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note C - Going Concern Uncertainty - Continued

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.


Note D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Accounts receivable and Revenue Recognition
     -------------------------------------------

     In the normal course of business,  the Company extends  unsecured credit to
     virtually  all of its  customers  which are  located  in the State of North
     Carolina.  Because of the credit risk involved,  management has provided an
     allowance for doubtful accounts which reflects its opinion of amounts which
     will   eventually   become   uncollectible.   In  the  event  of   complete
     non-performance, the maximum exposure to the Company is the recorded amount
     of trade  accounts  receivable  shown on the  balance  sheet at the date of
     non-performance.

     The Company provides all electricity and steam generated to the delivery or
     grid point designated by its customer. Revenue is recognized by the Company
     at the point at which the  provided  commodity  is measured by metering and
     delivered  to the  purchasing  customer  at a fixed  price,  collection  is
     reasonably assured,  the Company has no remaining  performance  obligations
     and no right of return by the purchaser exists.

3.   Inventory
     ---------

     Inventories  consist of coal and other fuels to be consumed in the electric
     and steam generation  process.  Inventories are valued at the lower of cost
     or market using the first-in, first-out method.

4.   Property, plant and equipment
     -----------------------------

     Property and  equipment are recorded at  historical  cost.  These costs are
     depreciated over the estimated useful lives of the individual  assets using
     the straight-line method, generally three to twenty-five years.

     Gains and losses from  disposition of property and equipment are recognized
     as incurred and are included in operations.

5.   Organization costs
     ------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start- Up Activities"  whereby all  organization
     and initial costs incurred with the incorporation and  recapitalization and
     reverse acquisition activities of the Company were charged to operations as
     incurred.




                                                                               8
<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note D - Summary of Significant Accounting Policies - Continued

6.   Goodwill and other intangible assets
     ------------------------------------

     Goodwill and other intangible assets, where appropriate, are amortized over
     the estimated useful life of the underlying  asset using the  straight-line
     method.

     In accordance  with  Statement of Financial  Accounting  Standards No. 144,
     "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets",  the
     Company  follows the policy of evaluating all  qualifying  assets as of the
     end of each reporting  quarter.  For each of the periods ended February 29,
     2004 and  February  28,  2003,  no  charges  to  operations  were  made for
     impairments in the future benefit of goodwill or other intangible assets.

7.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At February  29, 2004 and  February  28,  2003,  respectively,  the
     deferred tax asset and deferred tax  liability  accounts,  as recorded when
     material to the financial statements,  are entirely the result of temporary
     differences. Temporary differences represent differences in the recognition
     of  assets  and  liabilities  for tax  and  financial  reporting  purposes,
     primarily accumulated depreciation and amortization, allowance for doubtful
     accounts and vacation accruals.

     As of February  29, 2004 and  February  28,  2003,  the  deferred tax asset
     related to the Company's net operating loss carryforward is fully reserved.
     Due to the provisions of Internal Revenue Code Section 338, the Company may
     have no net  operating  loss  carryforwards  available to offset  financial
     statement or tax return  taxable  income in future periods as a result of a
     change in control  involving 50 percentage points or more of the issued and
     outstanding securities of the Company.

8.   Advertising costs
     -----------------

     The Company does not conduct any direct  response  advertising  activities.
     For non-direct response advertising, the Company charges the costs of these
     efforts  to  operations  at the  first  time  the  related  advertising  is
     published.

9.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common Stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.  Fully diluted earnings (loss) per share
     is  computed  similar  to basic  income  (loss) per share  except  that the
     denominator is increased to include the number of common stock  equivalents
     (primarily  outstanding  options and  warrants).  Common stock  equivalents
     represent the dilutive  effect of the assumed  exercise of the  outstanding
     stock options and warrants,  using the treasury stock method, at either the
     beginning  of the  respective  period  presented  or the date of  issuance,
     whichever is later, and only if the common stock equivalents are considered
     dilutive  based  upon the  Company's  net  income  (loss)  position  at the
     calculation date.

10.  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.

11.  Emission allowances
     -------------------

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


                                                                               9
<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note D - Summary of Significant Accounting Policies - Continued

12.  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.


Note E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


Note F - Concentrations of Credit Risk

The Company and its  subsidiary  maintain  their  respective  cash accounts in a
financial  institution  subject  to  insurance  coverage  issued by the  Federal
Deposit  Insurance  Corporation  (FDIC).  Under FDIC rules,  the Company and its
subsidiaries are entitled to aggregate coverage of $100,000 per account type per
separate  legal entity per financial  institution.  During the nine months ended
February 29, 2004 and February 28, 2003, respectively, and for each of the years
ended  May 31,  2003 and 2002,  respectively,  the  companies  had  deposits  in
financial  institutions at various times for varying lengths of time with credit
risk exposures in excess of statutory FDIC coverage. The Company has incurred no
losses to date as a result of any of these unsecured situations.


Note G - Concentrations

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.


Note H - 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




                                                                              10
<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note I - Related Party Transactions

Prior to April 15,  2003,  MIG,  LLC (MIG)  advanced  the Company  approximately
$500,000 for working capital purposes.  This amount was non-interest bearing but
interest has been accrued  through April 15, 2003 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
has been  replaced  with a formal  promissory  note  described  in a  subsequent
footnote.

In  April   2003,   the   Company   issued  a  $100,000   note   payable  to  an
officer/Stockholder for services.

In May 2003, the Company borrowed $40,000 from an officer/Stockholder.

In May 2003,  the  Company  paid an  officer/Stockholder  $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,  or
subsequent thereto, and no interest has been accrued on this debt.


Note J - Asset Acquisition and Debt Discount

In September 2002, the Company acquired Cogentrix Eastern Carolina, LLC from its
parent corporation,  Cogentrix of North Carolina, Inc. (Cogentrix). 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.  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.


Note K - Start-up 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 were charged to operations as incurred,  pursuant to the provisions of AICPA
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities".


                                                                              11
<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note K - Start-up and Merger Expenses - Continued

The Company  incurred legal,  accounting,  consulting and other costs related to
the  reverse  acquisition  between Dr. Owl and GPEH Corp.  These  costs  totaled
approximately  $640,000 and were charged to operations as incurred,  pursuant to
the provisions of AICPA  Statement of Position 98-5,  "Reporting on the Costs of
Start-Up Activities".


Note L - Notes Payable and Long-term Debt

In August 2003,  Green Power Energy Holdings Corp.  (the "Company")  completed a
debt  financing   resulting  in  aggregate   gross  proceeds  of   approximately
$3,400,000.  In  connection  with  this  financing,  the  Company  entered  into
financial advisory agreements with Davis Financial Incorporated of Huntersville,
North Carolina ("Davis") and Financial  Management Inc. of Little Rock, Arkansas
("FMI").  As part  of its  advisory  fees,  Davis  received  100,000  shares  of
restricted  common stock and FMI received  10,000  shares of  restricted  common
stock.  Participants in the debt financing also received warrants to purchase an
aggregate of 850,000  shares of the Company's  common stock at an exercise price
of $1.00 per share and exercisable for a period of two years. As of February 29,
2004,  and subsequent  thereto,  none of the warrants have been  exercised.  The
above  referenced  debt  obligation  was repaid in February  2004 and required a
total payoff of $3,867,637.  Proceeds from the Company's loan  transaction  with
Hudson  United  Bank,  as  described  below,  were  used to  satisfy  this  debt
obligation.

In March  2004,  the  Company  entered  into new  agreements  with Davis and FMI
pursuant  to  arranging  up to an  additional  $1,500,000  debt  financing.  The
indebtedness  accrues  interest  at the  rate  of 15% per  annum  and is due and
payable in March  2005,  unless  otherwise  extended  at the  discretion  of the
Company for an additional 12 month  period.  The proceeds of the debt  financing
were used to fund  activities  necessary to increase  supplies of wood, tire and
coal fuels to its  Kenansville,  North Carolina power plant as well as to enable
the  Company to  participate  in the  operation  of a wood  processing  transfer
station at Sparrows Point in Baltimore, Maryland.

Participants  in the debt  financing  also  received  an  aggregate  of  375,000
warrants to purchase  shares of the Company's  common stock at an exercise price
of $1.00 per share and  exercisable  for a period of three years. As part of the
compensation  arrangements  with Davis and FMI, each of said  advisors  received
warrants to  purchase  100,000  shares of the  Company's  common  stock on terms
identical  to those set forth in the  warrants  granted to  participants  in the
offering.

Other Financings
----------------

On  December  31,  2003,  the  Company's  wholly-owned  subsidiary,  Green Power
Kenansville  LLC  ("GPK"),  entered into a $3,000,000  secured  short-term  loan
("Bridge  Loan") with Silver Queen  Capital.  The net proceeds of  approximately
$2,737,900  from the Bridge  Loan were used to pay  Cogentrix  almost all of the
remaining  balance  due  under the  Company's  purchase  contract  for its 38 MW
cogeneration facilities located in Kenansville, North Carolina.

On February 4, 2004,  GPK closed an  $11,000,000  secured  term loan with Hudson
United Bank  (Hudson  Loan).  The Hudson Loan is  scheduled to be repaid over 32
quarterly payments of principal and interest. The interest rate is calculated at
90-Day  LIBOR + 450  basis  points.  The  interest  rate as of the date of these
financial  statements  is  5.65%.  Of the net  proceeds  from the  Hudson  Loan,
$100,000 was used to pay Cogentrix the remaining balance due under the Company's
purchase contract for its 38 MW cogeneration  facilities located in Kenansville,
North Carolina.  The remaining net proceeds of  approximately  $10,782,000  were
used to repay  the  indebtedness  owed to  investors  in the  August  2003  debt
financing and the Bridge Loan, and to pay legal fees,  bank fees, debt reserves,
and other closing costs associated with the transaction.



                                                                              12

<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note M - Income Taxes

The  components  of income  tax  expense  (benefit)  for the nine  months  ended
February 29, 2004 and February 28, 2003, respectively, are as follows:

                                                      Nine months    Nine months
                                                         ended         ended
                                                     February 29,   February 28,
                                                         2004           2003
                                                     ------------   ------------
     Federal:
       Current                                       $       --     $       --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
     State:
       Current                                               --             --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------

       Total                                         $       --     $       --
                                                     ============   ============

As of February 29, 2004,  the Company has a net operating loss  carryforward  to
offset future taxable income. Subject to current regulations, components of this
carryforward  began to expire in future periods.  The amount and availability of
the net operating loss  carryforwards may be subject to limitations set forth by
the  Internal  Revenue  Code.  Factors  such as the number of shares  ultimately
issued within a three year look-back period; whether there is a deemed more than
50 percent  change in control;  the  applicable  long-term tax exempt bond rate;
continuity  of historical  business;  and  subsequent  income of the Company all
enter  into the  annual  computation  of  allowable  annual  utilization  of the
carryforwards.

The Company's  income tax expense  (benefit) for the nine months ended  February
29, 2004 and 2003, respectively,  differed from the statutory federal rate of 34
percent as follows:
<TABLE>
<CAPTION>

                                                                 Nine months    Nine months
                                                                   ended          ended
                                                                February 29,   February 28,
                                                                    2004           2003
                                                                ------------   ------------
<S>                                                             <C>            <C>
     Statutory rate applied to earnings before income taxes     $ (1,428,000)
     Increase (decrease) in income taxes resulting from:
       State income taxes                                               --             --
       Deferred income taxes                                            --             --
       Effect of incremental tax brackets and the
         application of business tax credits                       1,428,000           --
                                                                ------------   ------------

     Income tax expense                                         $       --             --
                                                                ============   ============
</TABLE>



                                                                              13

<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note N - Common Stock Transactions

In April 2003,  Green Power Energy  Holdings,  LLC was converted  into a regular
corporation and merged with Dr. Owl Online,  Inc., a  publicly-held  corporation
which had no significant assets or business operations.

Dr. Owl Online, Inc. was the subject of a Securities  Exchange Agreement,  dated
April  17,  2003  (Exchange  Agreement).  Prior  to  consummating  the  Exchange
Agreement, Dr. Owl effected a five-for-two forward-split of our common stock. As
part of the  Exchange  Agreement,  100% of the  shares  owned  by the Dr.  Owl's
then-controlling  Stockholder  were surrendered to the Dr. Owl and cancelled for
consideration  of  approximately  $38,654.  After  implementation  of the  five-
for-two  forward split and  cancellation of the  then-controlling  Stockholder's
shares and  immediately  prior to the Exchange  Agreement,  there were 5,142,500
shares of Dr.  Owl's  common  stock  issued  and  outstanding.  Pursuant  to the
Exchange  Agreement,  the Dr.  Owl  issued  15,000,000  shares of  unregistered,
restricted  common  stock  to  the  stockholders  of  GPEH  Corp.,  representing
approximately 74% of the Company's issued and outstanding common stock following
the transaction,  in exchange for 100% of the outstanding  capital stock of GPEH
Corp.

The  cost of the  common  stock  redeemed  by the  then-controlling  Stockholder
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.


Note O - Stock Option Plan and Profit Sharing 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 the
Fiscal Year ended May 31, 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.


Note P - Commitments and Contingencies

Operating leases
----------------

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., a purchaser of steam generated by the Company's facility.

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.


                                                                              14
<PAGE>

                        Green Power Energy Holdings Corp.
             Notes to Consolidated Financial Statements - Continued
                     February 29, 2004 and February 28, 2003


Note P - Commitments and Contingencies - Continued

Operating leases - continued
----------------------------

The Company has an exclusive  electricity  sales  contract with Progress  Energy
Carolinas,  Inc.  which  expires in 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 had a purchase  agreement  for coal of a specified  quality  through
November 2003. The agreement  establishes minimum and maximum monthly purchases.
The Company 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:


                          Year ending
                            May 31,       Amount
                          -----------   ----------
                             2004       $  424,841
                             2005          248,761
                             2006          248,761
                             2007          248,761
                             2008          248,761
                                        ----------

                            Total       $1,419,885
                                        ==========

Sales commitments
-----------------

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 should not exceed the salvage  value that would be realized from
the machinery and equipment.

Environmental concerns and contingencies
----------------------------------------

In  2003,  under  Laws in place  at the  time,  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.



                                                                              15
<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

(13)   Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) Results of Operations, Liquidity and Capital Resources or Plan of Operation

General

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 power facilities  similar to our  cogeneration  facility in Kenansville,
North Carolina throughout the eastern United States and to vertically  integrate
into the fuel gathering and processing  business in order to secure  alternative
and biomass fuels to be utilized by our power generation facilities.

In December  2003, we entered into a five year  contract  with Norfolk  Southern
Railroad (N/S) to rail the fuels to the Kenansville  Facility.  The N/S contract
not only has set cost for  transportation  and  delivery  from  Sparrows  Point,
Maryland to the plant's fuel yard in Kenansville,  North Carolina,  but also has
provisions  for fuel  deliveries  from  potential  sites  throughout the eastern
United States.

Along with our efforts to source transfer stations,  we continue to evaluate the
purchase of another North  Carolina power plant that would be fueled by a future
transfer  station.  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

Green Power Energy Holdings Corp. was originally  organized on May 20, 2002. Our
revenues  for  the  nine  and  three   months  ended   February  29,  2004  were
approximately  $2,732,000 and $524,000.  The Company experiences seasonal demand
for power  generation and the quarter from December 1, 2003 through February 29,
2004 is a traditionally low sales period.

For the nine month periods ended February 29, 2004, we experienced a net loss of
approximately $4,200,000, principally as a result of the conversion of the plant
to mixed fuel use, startup costs and merger expenses.  Through November 2003, we
installed new fuel feeding equipment at our Kenansville power plant facility and


                                                                              16

<PAGE>

biomass fuel is being transported and delivered from Sparrows Point, Maryland to
the  Kenansville  power  plant's  fuel  yard by rail.  The  plant  is  currently
operating on biomass and alternative fuels continuously.

Liquidity and Capital Resources

At February 29, 2004, we had  approximately  $4,500 in cash and cash equivalents
as  compared to $18,000 at May 31,  2003.  To date,  we  continue to  experience
negative cash flows from operating activities.  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.

In August 2003,  Green Power Energy Holdings Corp.  (the "Company")  completed a
debt  financing   resulting  in  aggregate   gross  proceeds  of   approximately
$3,400,000.  In  connection  with  this  financing,  the  Company  entered  into
financial advisory agreements with Davis Financial Incorporated of Huntersville,
North Carolina ("Davis") and Financial  Management Inc. of Little Rock, Arkansas
("FMI").  As part  of its  advisory  fees,  Davis  received  100,000  shares  of
restricted  common stock and FMI received  10,000  shares of  restricted  common
stock.  Participants in the debt financing also received warrants to purchase an
aggregate of 850,000  shares of the Company's  common stock at an exercise price
of $1.00 per share and exercisable for a period of two years. As of February 29,
2004,  and subsequent  thereto,  none of the warrants have been  exercised.  The
above  referenced  debt  obligation  was repaid in February  2004 and required a
total payoff of $3,867,637.  Proceeds from the Company's loan  transaction  with
Hudson  United  Bank,  as  described  below,  were  used to  satisfy  this  debt
obligation.

In March  2004,  the  Company  entered  into new  agreements  with Davis and FMI
pursuant  to  arranging  up to an  additional  $1,500,000  debt  financing.  The
indebtedness  accrues  interest  at the  rate  of 15% per  annum  and is due and
payable in March  2005,  unless  otherwise  extended  at the  discretion  of the
Company for an additional 12 month  period.  The proceeds of the debt  financing
were used to fund  activities  necessary to increase  supplies of wood, tire and
coal fuels to its  Kenansville,  North Carolina power plant as well as to enable
the  Company to  participate  in the  operation  of a wood  processing  transfer
station at Sparrows Point in Baltimore, Maryland.

Participants  in the debt  financing  also  received  an  aggregate  of  375,000
warrants to purchase  shares of the Company's  common stock at an exercise price
of $1.00 per share and  exercisable  for a period of three years. As part of the
compensation  arrangements  with Davis and FMI, each of said  advisors  received
warrants to  purchase  100,000  shares of the  Company's  common  stock on terms
identical  to those set forth in the  warrants  granted to  participants  in the
offering.

Other Financings
----------------

On  December  31,  2003,  the  Company's  wholly-owned  subsidiary,  Green Power
Kenansville LLC (GPK), entered into a $3,000,000 secured short-term loan (Bridge
Loan) with Silver Queen Capital.  The net proceeds of  approximately  $2,737,900
from the Bridge Loan were used to pay  Cogentrix  Eastern  Carolina  Corporation
(Cogentrix) almost all of the remaining balance due under the Company's purchase
contract for its 38 MW cogeneration  facilities  located in  Kenansville,  North
Carolina.

On February 4, 2004,  GPK closed an  $11,000,000  secured  term loan with Hudson
United Bank  (Hudson  Loan).  The Hudson Loan is  scheduled to be repaid over 32
quarterly payments of principal and interest. The interest rate is calculated at
90-Day  LIBOR + 450  basis  points.  The  interest  rate  as of the  date of our
accompanying  financial  statements is approximately  5.65%. Of the net proceeds
from the Hudson Loan,  $100,000 was used to pay Cogentrix the remaining  balance
due under the Company's purchase contract for its 38 MW cogeneration  facilities
located in Kenansville,  North Carolina.  The remaining net Hudson Loan proceeds
of  approximately  $10,782,000  were  used to  repay  the  indebtedness  owed to
investors  in the August 2003 debt  financing  and the Bridge  Loan,  and to pay
legal fees,  bank fees, debt reserves,  and other closing costs  associated with
the transaction.

Off Balance Sheet Transactions and Related Matters

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

                                                                              17

<PAGE>

Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer along with the Company's  Chief Financial  Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
along with the Company's  Chief Financial  Officer  concluded that the Company's
disclosure controls and procedures are effective. There have been no significant
changes in the  Company's  internal  controls or in other  factors,  which could
significantly  affect  internal  controls  subsequent  to the date  the  Company
carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

None

Item 2 - Changes in Securities

None

Item 3 - Defaults on Senior Securities

None

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

The  Company  has held no  regularly  scheduled,  called or special  meetings of
Stockholders during the reporting period.

Item 5 - Other Information

Effective  March 1, 2004, the Board of Directors of the Company  appointed Brian
Morrison as Vice President and Chief Financial Officer to replace Moez Nagji who
resigned from said  positions with the Company on said date. Mr. Nagji remains a
director of the Company and will  continue to perform  financial  and  technical
functions under the direction of Wayne Coverdale,  the Chairman of the Board and
Chief  Executive  Officer of the  Company.  Mr.  Morrison  will  receive  annual
compensation  of  $120,000.  In  addition,  Mr.  Morrison  received an aggregate
restricted stock grant of one million shares of the Company's common stock to be
issued in the amount of 250,000 shares over the four quarters beginning on March
1, 2004.




                (Remainder of this page left blank intentionally)








                                                                              18
<PAGE>

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits
   --------
     31.1      Certification  pursuant to Section 302 of  Sarbanes-Oxley  Act of
               2002 - Chief Executive Officer
     31.2      Certification  pursuant to Section 302 of  Sarbanes-Oxley  Act of
               2002 - Chief Financial Officer
     32.1      Certification  pursuant to Section 906 of  Sarbanes-Oxley  Act of
               2002.


   Reports on Form 8-K
   -------------------
     None

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

                                   SIGNATURES

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

                                               Green Power Energy Holdings Corp.

Dated: May 19, 2004                                  /s/ Wayne Coverdale
       ------------                            ---------------------------------
                                                                 Wayne Coverdale
                                                             Chairman, Director,
                                                         Chief Executive Officer



























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