UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-31233

GREEN DOLPHIN SYSTEMS CORPORATION

(Name of Small Business in its charter)

DELAWARE                                       88-0432539

(State or other jurisdiction of                (IRS Employer Identification No.)

incorporation or organization)

7160 Small Creek Way, Powell, TN 37849

(Address of principal executive offices) (Zip Code)

Issuer's Telephone number: (888) 379-8693

Securities registered Under Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Act:

None

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

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

State issuer's revenues for its most recent fiscal year: $655,720

State the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was sold, or the
average bid and ask price of such common equity, as of a specified date within the past 60 days:
$807,822 on April 15, 2005

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 21,848,700 common shares as of March 31, 2005.

**PART I**

ITEM 1. DESCRIPTION OF BUSINESS.

Green Dolphin is in the business of developing, testing, producing and marketing a line of
specialty chemical products used for ceiling and wall cleaning, fabric protection, fire retardation
applications, graffiti removal, smoke and odor elimination, non-slip protection, mold and mildew
control and sanitization and laundry and dry cleaning solutions. The Company also manufactures
and markets a line of waterproofing products for wood, concrete and stonework. References in
this report to "Green Dolphin Nevada" are to a Nevada corporation whose operations we
acquired in March 2000, and references to "Green Dolphin Delaware" are to Green Dolphin
Systems Corporation, the registrant. References to "Green Dolphin Canada" are to a Canadian
corporation, an affiliate of ours through common ownership and control.

Principal products or services and their markets.

The Company's products, by brand name, are as follows:

"RENEW 4000" - a ceiling tile and wall restorer

"GREEN DOLPHIN NON-SLIP" - a slip resistant treatment for ceramic tile, marble, concrete,
terrazzo and tile

"PROTECTION PLUS 2000" - water and stain repellant

"FIRE SATE 108 WOOD" - fire retardant for wood

"FIRE SAFE 701 FABRIC" - fire retardant for fabrics

"PENTA SEAL 6F" - cement adhesive binder

"SHIELD KOTE" - water-proofer for wood

"G.D. ORANGE CLEANER/DEGREASER" - all-purpose cleaner/degreaser

"TURBO KLEEN" - concrete and stonework cleaner

"G.D. GRAFFITI REMOVER" - graffiti remover for protein and ink stains.

"ENVIRO-ZYME" - active enzyme bacteria to eliminate smoke and odor from

cellulose materials

"LIQUID ENZYME" - high concentrate of enzyme bacteria to eliminate malodors and pathogens
in drains, septic tanks, and drainage tanks

"ENVIRO-KLEEN SUPER" - high concentrate restorer for floors, walls, stairways and
basements

"PURE-N-FRESH" - odor eliminator for compactors, waste receptacles and recycling bins

"AIR-O-KLEEN" - smoke and odor eliminator for airborne malodor and bacteria

"ULTRA OXI RENEW" - oxygen activated stain remover

"FABRIC FRESH 101" - smoke and odor eliminator for laundry

We have targeted large institutional operations where optimal environments are  required such as
hospitals and hotels, as well as high volume human traffic areas such as transit systems,
government buildings and industrial and retail  installations as the primary markets for our
ceiling and wall cleaning, fabric protection, fire retardation, waterproofing, graffiti removal,
smoke and odor eliminators and non-slip treatments. Over the past year the Company has
devoted more attention to establishing Distributors to the commercial laundry market.

Distribution Methods of the Products:

Green Dolphin uses four channels of distribution for its products and services.

1. Dealers: Green Dolphin continues to be engaged in establishing a network of Dealers
appointed to distribute Green Dolphin products and services in various geographic areas. Dealers
sell, hire and train crews to install the products for end users. To date, twenty dealers have been
appointed.

2. Industrial/Commercial: Green Dolphin to date has established in United States 14 Distributors
selling the Company laundry products to commercial end-users.

3. Retail: Green Dolphin is soliciting to the retail trade the "Ultra Oxi Renew"  stain remover and
"Ultra Oxi Renew" oxygen activated laundry detergent products to supermarket chain stores,
department stores, pharmacy and convenience stores.

4. International: The Company has three Exclusive Agency Distribution Agreements with
established distribution companies in different countries. Of primary importance is a Sales
Agency Agreement between Green Dolphin Systems Corporation  and Green Dolphin Systems
(Canada) which was signed on March 17, 2000. Green Dolphin Systems Canada is a related
corporation which produced approximately 61% of all the Company's sales in 2004.

Competition

There are numerous ceiling and wall cleaning, fabric protection, fire retardant, waterproofing,
graffiti removal, smoke and odor elimination and non-slip products on the market. Many of these
products are manufactured and distributed by major corporations with far greater financial and
personnel resources, market acceptance, distribution networks and production capabilities than
Green Dolphin. Green Dolphin had total sales of $655,720 in 2004 which did not represent a
significant share of the market for any Green Dolphin product.

As a result of its small sales volume, minimal capitalization and its limited sales force, its
over-all lack of exposure in the relevant markets, and its inability to pay for substantial
advertising, Green Dolphin is at a competitive disadvantage.  However, the Company did
compete and perform successfully in two niche-markets.  Selling to Distributors that re-sell to
commercial laundry end-users and selling to contractors that install the ceiling and wall
restoration products. It is unlikely that Green Dolphin will be able overcome its competitive
disadvantages or establish a significant impact on the markets for the products it distributes in the
foreseeable future.

Sources and availability of raw materials and the name of principal suppliers:

The Company manufactures approximately eight of its products in house and relies on third party
contract blenders to produce the others. Greenway Chemical, Knoxville, Tennessee blends
Renew 4000, Orange Cleaner Degreaser, Turbo Kleen, Graffiti Remover, Liquid Enzyme,
Enviro-Kleen Super and Enviro-Zyme. Crown Chemical, Mississauga, Ontario blends all of
those products plus Air-O-Kleen.

There are no written contracts in place with these producers. This blending is done on an order
contract basis. The raw materials used in products are widely available from numerous sources.
There are numerous manufacturers in the United States and Canada capable of producing the
items not manufactured in house.

Green Dolphin does not foresee any difficulty in producing adequate product to meet demand in
the foreseeable future.

Dependence on one or a few major customers.

Green Dolphin is primarily dependent on Green Dolphin Canada, a related entity, for the sale of
its products. In 2004, approximately 61% of the Company's total sales were generated by Green
Dolphin Canada. The Company is not dependent on any other major customers.

Patents, Trademarks, licenses, franchises, concessions, royalty agreements or labor contracts:

1. Patents. Adolph Hochstim was issued the following United States Patents: Permanent
elimination of Nuclear Waste, Unites Stated patent No. 4,721,596 issued January 26, 1988.
Fireproofing of Plastic Pipes and Plastic Conduits.

Flammadur E424 and Flammadur A77, United States Patent No. 4,721,256 issued January 2000.
Hochstim is a member of the Board of Directors of Green Dolphin and has granted to the
Company joint use of the patents. The license agreements require the Company to pay Hochstim
a royalty of 7% of gross proceeds generated from products utilizing the patents. The Nuclear
Waste Patent will be effective until 2007 and the Fireproofing of Plastic Pipes and Conduits
patent will be effective until 2010.

2. Trademarks. The Company has the following Trademarks:

"Green Dolphin"

"Fire Safe 108 Wood"

"Fire Poly NP-30 Paint"

"Safe-n-Dry"

"Rain Guard"

"Shield Kote"

"Secure-Step"

"Protection Plus 2000"

"Renew 4000"

The name Green Dolphin has also been copyrighted. Green Dolphin is not party to any labor
contracts.

Need for Governmental approval of Principal Products or services:

The Company is not required to obtain governmental approval for any of its products. OSHA has
established criteria for products to comply with recent rules adopted under the American
Disabilities Act. Independent testing has established that Green Dolphin Non-Slip meets those
criteria. Industry criteria have been established for products sold as fire-retardants, fabric soil and
stain repellants, and cement adhesive binder and water-proofer. Independent testing has
established that Green Dolphin products in these areas meet applicable criteria.

Effect of Existing or Probable Governmental regulations on the Business:

The Company believes that all its products comply with existing government regulations and
does not anticipate that governmental regulations will have any effect on its business in the
foreseeable future.

Research and Development Costs

Green Dolphin Systems Corporation has not spent any significant amount in Research and
Development for its products and services during 2004.

Costs and effects of compliance with environmental laws

Green Dolphin does not anticipate that it will incur any costs in the foreseeable future in
complying with any state, federal or local environmental laws or administrative regulations.

Number of employees

The Company presently has one full time and two part time employees employed at its Tennessee
facility. An additional six full time and two part time persons are employed by Green Dolphin
Canada.

ITEM 2. DESCRIPTION OF PROPERTY.

Green Dolphin owns no interest in any real property. During 2004, the Company conducted its
business operations from two offices: a 6,400 square foot leased principal office located at 7160
Small Creek Way, Powell, Tennessee, 37849 and a 4,000 square foot leased location at 26
Voyager Court, South, Etobicoke, which is in Toronto, Ontario, Canada.

The Tennessee facility is located at 7160 Small Creek Way, Powell, Tennessee contains
approximately 6400 square feet which feature executive offices and production space.  The lease
on this facility expired on November 30, 2004 and called for annual payments of $33,644 and
$31,120 in 2003 and 2004 respectfully. The Canadian facility at 26 Voyager Court, South
Etobicoke, Ontario includes approximately 4000 square feet devoted to sales offices and
production space. This premise is leased to Green Dolphin Canada. The production facilities at
both locations both contain mixing containers, component inventory storage and operating space
in which finished product is compounded. Both facilities also contain equipment necessary to
containerize and label the end products. We pay all rent associated with the occupancy of the
Ontario, Canada premises, although a portion of these facilities are occupied by Green Dolphin
Canada, a related party.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending legal proceedings against the Company, and none of our officers, directors
or affiliates are a party adverse to us in any legal proceeding.

The Securities and Exchange Commission is presently conducting a private investigation of
Green Dolphin in case number HO-9934 arising from the entry of an order on April 8, 2004
suspending trading of Green Dolphin common shares for a period of ten (10) days.  The order
expresses concern about the accuracy of press releases and public statements to investors
concerning, amount other things, Green Dolphin's business relationship with Cracker Barrel
Country stores, a national restaurant chain.  The relationship which previously existed with
Cracker Barrel was terminated in the summer of 2004, and we are not presently doing any
business with this company.

This investigation has continued for nearly a year during which Green Dolphin has attempted to
provide all documents and testimony sought by the Staff of the Commission.  We will continue
to fully cooperate with the SEC in this matter.  To date, no actions have been brought as a result
of the investigation which is still pending.

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

No matters were submitted to a vote of security holders of Green Dolphin during the year 2004.

**PART II**

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common stock commenced trading on the over-the-counter bulletin board under the symbol
"GDLS.ob" on December 18, 2002. Trading in Green Dolphin shares was suspended for ten days
on April 8, 2004 and when the suspension expired, trading resumed on the Pink Sheets quotation
system.  We have submitted, through a registered broker-dealer, updated materials to the NASD
which are designed to meet the requirements of SEC Rule 15c2-11 under the Exchange Act in an
attempt to obtain clearance for brokers to resume submitting bid and ask quotations for Green
Dolphin shares on the OTCBB.  The NASD comment process is continuing.  No assurance can
be given that trading of our shares on the OTCBB will be resumed, or if trading is permitted,
when it may begin.  The following table sets forth the high and low bid prices our common stock
for each fiscal quarter since listing.

The bid prices are inter-dealer prices, without retail markup, markdown or commission, and do
not reflect actual transactions.

|Period                              | High Bid | Low Bid
|----------------------------------- | -------- | -------
|October 1, 2003 - December 31, 2004 | $.10     | $.06   
|July 1, 2004 - September 30, 2004   | $.22     | $.09   
|April 1, 2004 - June 30, 2004       | $.90     | $.20   
|January 1, 2004 - March 30, 2004    | $.22     | $.12   
|October 1, 2003 - December 31, 2003 | $.28     | $.12   
|July 01, 2003 - September 30, 2003  | $.30     | $.10   
|April 01, 2003 - June 30, 2003      | $.16     | $.09   
|January 01, 2003 - March 30, 2003   | $.70     | $.25   

As of December 31, 2004, there were approximately 2,000 holders of record of our Common
Stock.

We have not paid any dividends with respect to our Common Stock and we have no plan to pay
any dividends in the foreseeable future. The Company intends to retain its earnings to support the
growth and expansion of its business.

Effective February 28, 2000 Green Dolphin issued 11,000,000 restricted common shares to eight
stockholders of Green Dolphin Nevada in exchange for their Green Dolphin Nevada shares. On
April 5, 2000, an additional 385,640 shares were issued to thirty-six stockholders who had been
involved in development of the product line then vested in Green Dolphin Nevada. Of these
thirty-six stockholders, no single person or corporation is the registered owner of more than
40,000 shares of the Company. When issued, none of these shares had been registered under the
Securities Act of 1933. They were issued in reliance on the exemption from registration provided
by 4(2) thereof. At the present time, 8,385,000 of these shares are held by the eight officers and
directors of the Company and two entities which Green Dolphin believes are affiliates of the
Company by reason of their ownership of more than 5% of the Company's outstanding common
shares. The remaining 3,000,640 shares are held by thirty-eight persons who are not affiliates of
Green Dolphin.

We believe that the 3,000,640 shares registered to the 38 persons who are not officers, directors
or controlling stockholders of the Company may be resold by their registered owners, without
restriction, under the exemption from registration provided by Section 4(1) of the Securities Act
of 1933 for transactions by persons other than issuer, underwriters or dealers, and the safe harbor
for such sales provided by paragraph (k) of SEC Rule 144 under the Act.

We believe that though the 8,385,000 shares held by the eight officers, directors and controlling
stockholders of the Company are not presently eligible to be sold without registration under
paragraph (k) of Rule 144 because the registered owners of the shares are affiliates of Green
Dolphin within the meaning of that provision, all of these eight stockholders have established the
one-year holding period required as a condition for reliance on Rule 144 to afford safe harbor for
the sale of limited quantities of the shares so long as they comply with the requirements of
paragraphs (c), (e), (f) and (h) of the Rule, and specifically the requirement that they limit the
quantity of shares to 1% of the issued and outstanding shares of the Company each quarter.

Sales of restricted shares under Rule 144 might have a depressive effect on the price at which
Green Dolphin shares might trade.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The operating loss from inception in January 1999 through December 31, 2003 was $441,709,
plus a non-cash charge of $234,000 to reflect the issuance of 1,950,000 shares of common stock
in exchange for consulting services.  The Company realized further operating losses of $91,692
during the twelve months ended December 31, 2004.  Part of the loss incurred in the year to date
was due to the termination of a customer relationship with a national restaurant chain.

Green Dolphin Systems Corporation is in the business of distributing water based, environmental
and user-friendly products in four primary areas:

(1)  products for the cleaning and remediation of ceiling and wall tiles,

(2)  fire retardants suitable for use on fabrics, wood and other building materials,

(3)  oxygen activated stain remover and laundry detergent for the retail stores, and

(4)  laundry additives and solutions.

The Company also distributes a line of water based clear and tinted wood stain products. In terms
of gross revenues, 30% are derived from the sale of ceiling tile and wall restorer, 15% are from
oxygen stain remover and detergents 15% are produced from the sale of fire retardant products,
30% from laundry additives, and, 10% from other products.

As funding is available, the Company intends to increase expenditures for tradeshow
presentations, trade journal advertising and direct marketing by hiring additional in-house
personnel. Such increases will be affected only if warranted by increased revenues.

Green Dolphin is aggressively working to increase its markets and growth by focusing on four
primary business activities.  First, it is increasing the size of its market for ceiling and wall
restorers, fire retardant and non-slip floor treatment products by working to increase the number
of product distributors from the present level of 12 to 25 by the end of the year.  This is being
done through increased participation in trade shows, trade journals, advertising and face-to-face
presentations.

Second, the Company has engaged Fred Pierce Sales Agency to represent two new retail
products.  One product is an oxygenated stain remover the other is a heavy duty oxygen activated
detergent with enzymes and optical brighteners.  Both products will be sold to supermarket chain
stores, department stores and hardware stores.

Thirdly, the Company has successfully established 14 Distributors in 2004 that sell to
commercial laundry end-users.  The Company will continue to apply aggressive attention to this
niche-market that has shown proven and growth results.

Fourth, the Company has initiated negotiations for acquisition with a complimentary
manufacturer.  This partnership will yield synergies of technologies, customer's and human
resource along with efficiencies in production.  This potential acquisition is expected to be
completed by second half of 2005.

At the present time Green Dolphin does not have any substantial commitments for capital
expenditures. It intends to operate on its current business plan, without substantial change or
additional expenditures, for the foreseeable future.

Green Dolphin expects revenue to increase by the end of 2005 as a result of:

(1)  response to tradeshow and trade journal advertising,

(2)  appointment of additional dealers and distributors, increased revenue from retail sales
through hardware and lumber stores, department stores and home centers

Billing and delivery policies are as follows:

International sales, that is sales to purchasers outside North America, are made to distributors
pursuant to Exclusive Agency Distribution Agreements which require payment for the shipments
by irrevocable letters of credit, certified checks or bank drafts before the items leave the plant.

They are shipped F.O.B. shipping point. Overseas Agent are responsible to assign their
independent inspection service companies to inspect each shipment. North America sales are
made F.O.B. shipping point, but are made subject to the right of the purchasers to inspect and
either accept or reject damaged shipments within seven (7) days of receipt. Terms of payment on
domestic shipments are 2%-15 days, net-30 days. On both domestic and off-shore shipments,
revenues are booked when the goods are shipped.

On both domestic and off-shore shipments, Green Dolphin's policy is to replace goods received
in damaged condition. Over the last two years, Green Dolphin has been required to replace
$688.30 in damaged goods. In light of the durability of the goods shipped, the resulting small
return rate and the return rate that is likely to prevail in the future, no material change in our
historical or future net income would, or is likely to result from the adoption of different revenue
recognition or damaged goods policy.

The Company also expects to sign additional international agents consistently over the next
eighteen months. There is no known fact which would cause the expenses of operation to
increase more than corresponding increases in revenues. Through the volume of sales fluctuates
somewhat from quarter to quarter, those fluctuations are not seasonal. They result from natural
variations in selling success, which are typical of companies involved in product distribution.

Green Dolphin believes it will continue as a going concern on the basis of present revenues from
operations. Its present growth assumptions are based on internal expansion from execution of its
business plan. The Company does not anticipate any need for additional financing during fiscal
2004. If capital acquisition should become feasible on any basis during the next year, such
prospects will be evaluated on their merit.

The Company filed a registration statement on Form S-8 with the Securities and Exchange
Commission in July of 2003. The registration statement effected the registration of a total of
1,950,000 common shares in the capital stock of the Company. The common shares so registered
were issued in consideration for consulting services rendered to the Company pursuant to the
terms of 3 separate consulting agreements which were entered into by the Company in May of
2003. The issuance of these 1,950,000 common shares increased the Company's issued capital to
21,848,700 common shares.

Off-Balance Sheet Transactions

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources that is material
to investors.

Primary Risks of Operations

Investment in Green Dolphin shares involves a high degree of risk arising from the following
factors, among others:

(1)  The uncertainty of additional financing.

(2)  The start-up posture of the Company.

(3)  The limited scope of the present market for the Company's products;

(4)  The early stage of execution of its business plan;

(5)  The lack of voluntary adoption of certain safeguards, including creation of an audit
committee, adherence to director independence standards and adoption of a Code of Ethics, may
not provide protections to investors that adoption of these and other corporate governance
measures might provide; and

(6)  As a result of its small sales volume, minimal capitalization, its limited sales force and
production capacity, its over-all lack of exposure in the relevant markets, and its inability to pay
for substantial advertising, it is unlikely that Green Dolphin will be able overcome its
competitive disadvantages or establish a significant impact on the markets for the products it
distributes in the foreseeable future.

ITEM 7. FINANCIAL STATEMENTS.

Included herein are the audited balance sheet of Green Dolphin Systems Corporation as of
December 31, 2004, and the related statements of operations, changes in stockholders' equity and
cash flows for the two years then ended.

Independent Auditors' Report

To the Board of Directors and Stockholders

Green Dolphin Systems Corporation

Powell, Tennessee

We have audited the accompanying balance sheets of Green Dolphin Systems Corporation (a
Delaware Corporation) as of December 31, 2004 and 2003, and the related statements of
operations, changes in stockholders' equity (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting.  Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of Green Dolphin Systems Corporation as of December 31, 2004 and 2003,
and the results of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

RODEFER MOSS & CO, PLLC

Knoxville, Tennessee

April 12, 2005

GREEN DOLPHIN SYSTEMS CORPORATION

Balance Sheets

December 31, 2004 and 2003

|**ASSETS**                                                                                         | 2004      | 2003     
|-------------------------------------------------------------------------------------------------- | --------- | ---------
|**Current Assets**                                                                                 |           |          
|Cash                                                                                               | $ 27,041  | $ 74,255 
|Accounts receivable, net                                                                           | 12,372    | 10,865   
|Inventory                                                                                          | 27,236    | 20,018   
|Total current assets                                                                               | 66,649    | 105,138  
|Property and equipment, net                                                                        | 1,062     | 2,859    
|**Other Assets**                                                                                   |           |          
|Trademarks and copyrights, net of amortization of
$111,669 and $91,669 respectively                | 188,331   | 208,331  
|**Total assets**                                                                                   | $ 256,042 | $ 316,328
|**LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)**                                                 |           |          
|**Current Liabilities**                                                                            |           |          
|Accounts payable                                                                                   | $ 20,971  | $ 50,657 
|Accrued expenses                                                                                   | 1,318     | 2,450    
|Due to related companies                                                                           | 410,848   | 348,624  
|Total current liabilities                                                                          | 433,137   | 401,731  
|Capital stock ($0.001 par value, 100,000,000 shares
authorized, 21,848,700 issued and outstanding) | 21,849    | 21,849   
|Additional paid-in capital                                                                         | 568,457   | 568,457  
|Accumulated deficit                                                                                | (767,401) | (675,709)
|Total stockholders' equity (deficit)                                                               | (177,095) | (85,403) 
|Total liabilities and stockholders' equity (deficit)                                               | $ 256,042 | $ 316,328

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Operations

Years Ended December 31, 2004 and 2003

| | 
| | 

|                                                       | 2004       | 2003      
|------------------------------------------------------ | ---------- | ----------
|Sales                                                  |            |           
|Related party                                          | $401,756   | $393,907  
|Other                                                  | 253,964    | 373,763   
|Total Sales                                            | 655,720    | 767,670   
|Cost of sales                                          | 439,364    | 588,644   
|Gross margin                                           | 216,356    | 179,026   
|General and administrative expenses                    | 308,048    | 551,580   
|Net loss before income taxes                           | (91,692)   | (372,554) 
|Income taxes                                           | -          | -         
|Net Income (Loss)                                      | $(91,692)  | $(372,554)
|Earnings (loss) per share:

Basic and diluted          | $-         | $(0.02)   
|                                                       |            |           
|Basic and diluted weighted average

shares outstanding | 21,848,700 | 20,881,714

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Changes in Stockholders' Equity (Deficit)

Years Ended December 31, 2004 and  2003

|                           | Common
Stock
Shares | Common
Stock
Amount | Additional
Paid- in
Capital | Accumulated Deficit | Total      
|-------------------------- | ------------------- | ------------------- | --------------------------- | ------------------- | -----------
|Balance,
January 1,
2003   | 19,898,700          | $19,899             | $336,407                    | $(303,157)          | $53,149    
|Net loss                   | -                   | -                   | -                           | (372,552)           | (372,552)  
|Stock
issuance             | 1,950,000           | 1,950               | 232,050                     | -                   | 234,000    
|Balance,
December
31, 2003 | 21,848,700          | $ 21,849            | $ 568,457                   | $ (675,709)         | $ (85,403) 
|Net income
(loss)          | -                   | -                   | -                           | (91,692)            | (91,692)   
|Balance,
December
31, 2004 | 21,848,700          | $ 21,849            | $ 568,457                   | $ (767,401)         | $ (177,095)

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Cash Flows

Years Ended December 31, 2004 and  2003

|                                                                                 | 2004       | 2003      
|-------------------------------------------------------------------------------- | ---------- | ----------
|Cash Flows from operating activities                                             |            |           
|Net Loss                                                                         | $(91,692)  | $(372,554)
|Adjustments to reconcile net loss to net cash provided
by operations activities: |            |           
|Depreciation and Amortization                                                    | 22,585     | 23,015    
|Stock issued for services                                                        | -          | 234,000   
|Changes in operating assets and liabilities                                      |            |           
|Decrease (increase) in accounts receivable                                       | (1,507)    | (589)     
|Decrease (increase) in inventory                                                 | (7,218)    | (4,527)   
|Increase (decrease) in accounts payable                                          | (29,686)   | 18,572    
|Increase (decrease) in accrued payable                                           | (1,132)    | 1,849     
|Increase (decrease) in due to related companies                                  | 62,224     | 130,596   
|Net cash from operating activities                                               | $ (46,426) | $ 30,362  
|Cash flows from Investing activities                                             |            |           
|Purchases of fixed assets                                                        | (788)      | (167)     
|Net cash used in investing activities                                            | (788)      | (167)     
|Increase (decrease) in cash                                                      | (47,214)   | 30,195    
|Cash, at the beginning of the year                                               | 74,255     | 44,060    
|Cash, at the end of the year                                                     | $ 27,041   | $ 74,255  
|                                                                                 |            |           

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements

Years Ended December 31, 2004 and  2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - Green Dolphin Systems Corporation (the Company is a Delaware
corporation located in Powell, Tennessee. The Company is engaged in manufacturing and
distributing a broad range of specialty chemicals in North America.  See Note 2.

Basis of presentation - The financial statements include the accounts of the Company and its
wholly owned subsidiary, Green Dolphin Systems Corporation (a Nevada corporation).

Revenue Recognition - Sales and the related cost of sales are recognized when orders are
received and goods shipped or services delivered.  The Company generally accepts returns of
goods that are damaged in transit.  Such sales returns are not material for the years ended
December 31, 2004 and 2003.

Use of Estimates - The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.  Actual results
could differ from those estimates.

Trademarks and copyrights - Trademarks and copyrights are recorded at cost and are amortized
on a straight-line basis over fifteen years.  Amortization expense for the years ended December
31, 2004 and 2003 was $20,000.  The estimated aggregate amortization expense for each of the
five succeeding years is  $20,000 annually.  Included among these acquired intangible assets are
the Company's name and the following proprietary trademarks and tradenames and their
formulations: Fire Safe 108 Wood, Fire Poly NP-30 Paint, Fire Poly F/R Coating, Safe-N-Dry,
Rain Guard, Shield Kote, Secure Step, Protection Plus 2000, and Renew 4000.  Intangible assets
are subjected to a test to determine whether the cost of the assets remain recoverable.  To make
the estimates, the Company relies on sales trends and a competitive analysis of its propriety
products in the marketplace.

Property and Equipment - Depreciation is primarily determined using the straight-line method
over the estimated useful lives of the related assets.  Significant improvements are capitalized
while maintenance and repairs are expense as incurred.

Inventories - Inventories consist of cleaning supplies and related cleaning products and are stated
at the lower of cost (using the first-in, first-out method) or market.

Income Taxes - Income taxes are accounted for under the asset and liability method.  Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their
respective tax basis and operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled.  The effect on
deferred tax assets and liabilities of a change in tax rates is recognized as income in the period
that includes the enactment date.

Advertising Costs - Advertising costs are expensed as incurred.  Advertising costs for the years
ended  December 31, 2004 and 2003 were approximately $4,034 and $708, respectively.

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Fair Value of Financial Instruments - Cash , account and other receivables, accounts payable and
accrued liabilities are stated at cost, which approximates fair value because of the short term
maturity of those items.  The estimated fair value of the Company's borrowings and advances to
related companies approximates the carrying value because of their recent origination, their
potential for offset and because of the substantial settlement of these balances expected in the
short-term.

Statement of Cash Flows Supplemental Disclosure -  No interest or income taxes were paid
during the years ended December 31, 2004 and 2003.

Earnings (loss) per share - The Company presents "basic" earnings (loss) per common share and,
if applicable, "diluted" earnings (loss) per common share pursuant to the provisions of Statement
of Financial Accounting Standards No. 128, "Earnings per Share." Basic earnings (loss) per
common share is calculated by  dividing net income or loss applicable to common stock by the
weighted average number of common shares outstanding during each period.

Note 2 - CONCENTRATIONS OF CREDIT RISK

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally
insured limits.  The Company has not experienced any losses in such accounts.  The Company
believes it is not exposed to any significant credit risk on cash and cash equivalents.

Financial instruments that potentially subject the Company to concentrations of credit risk
consist additionally of accounts receivable.  The Company's customers are geographically
disbursed but are concentrated in the cleaning industry.

The Company conducts a screening of potential customers before extending credit and generally
does not require collateral for its trade receivables or for advances made to related companies.

NOTE 3 - TRANSACTIONS WITH RELATED COMPANIES

In establishing a customer base for its Powell, Tennessee location, the Company has relied on a
Canadian company (Canada), which shares substantially common ownership and management
with Green Dolphin Systems Corporation, to obtain customers,  In compensation for obtaining
much of its customer base through Canada efforts, fees paid to the related company for the years
ended  December 31, 2004 and 2003 were approximately $135,000 and $180,000, respectively.

Amounts due to related companies included on the balance sheets at December 31, 2004 and
2003 as $410,848 and $348,624, respectively, consist of amounts payable to related companies,
Canada and Penta-Deltex, which share substantially common ownership and management with
the Company.  Pursuant to an agreement dated April 21, 1999, the Company's agreed to pay
$300,000 for the exclusive rights to proprietary assets owned by Penta-Deltex.  The debt bears no
interest and is unsecured.  The balance payable to Penta-Deltex at December 31, 2004 and 2003
was $153,683.

Amounts due to and from related companies are unsecured, bear no interest and have no specific
terms of repayment.  Repayment will be dictated by the availability of cash.

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 4 - COMMITMENTS

The company has commited to lease its administrative and warehouse space in Tennesse under a
lease expiring on February 28, 2006. The annual future minimum lease payments under this
non-cancelable operating lease are as follows:

2005           $12,500

2006            $2,500

Rent expense totaled $33,644 and $31,120 in 2004 and 2003, respectively.

NOTE 5 - INCOME TAXES

Deferred taxes are determined based on the difference between the financial statement and tax
basis of assets and liabilities as measured by the enacted tax rates, which are expected to be in
effect when these differences reverse.

At December 31, 2004, the Company has available net operating loss (NOL) carryforwards,
expiring at various dates through 2020, of approximately $1,642,000.  These carryforwards may
be used to offset future taxable income.

In assessing the reasonability of deferred tax assets, the Company considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be realized.  The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences are deductible.  Although
management believes that its products will be readily accepted in the marketplace and generate
substantial future revenues, there is currently limited evidence that the revenues will be in
sufficient amounts and at the necessary times to realize all of the deferred tax assets.
Accordingly, management has established a full valuation allowance against the deferred tax
assets at December 31, 2004 and 2003 arising from its NOL carryforwards.

The income tax (provision) benefit for the years ended  December 31, 2004 and 2003, consisted
of the following:

2004 2003

Net operating loss carryforwards $ 35,000 $ 144,000

Change in valuation reservation  (35,000)  (144,000)

Total                                                  $ -           $ -

Total deferred tax assets at December 31, 2004 and 2003 consist of the following:

2004 2003

Deferred tax assets $ 761,000 $ 726,000

Valuation reserve  (761,000)  (726,000)

Total                          $ -              $ -

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 6. - SEGMENT INFORMATION

The Company's sales consist of sales in the United States and Canada.  The composition of sales
for  2004 and 2003 is as follows:

2004         2003

Canadian        $194,713 $224,367

United States $461,007 $543,302

NOTE 7 - RECLASSIFICATIONS

Certain reclassifications have been made to the 2003 financial statements to conform with the
presentation for 2004.

NOTE 8 - STOCKHOLDERS' EQUITY

On July 1, 2003, the company issued 1,950,000 shares of common stock with a fair value of
$234,000 as payment for consulting services.

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

During the last two fiscal years or any interim period, no principal independent account on whom
the principal account has expressed reliance in its reports has resigned or declined to stand for
re-election, or was dismissed.

**PART III**

**ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS**.

The names, addresses, ages and respective positions of the current directors and officers of the
Company are as follows:

|Name                                                             | Age | Position                           | Date Held    
|---------------------------------------------------------------- | --- | ---------------------------------- | -------------
|Nicholas Plessas
126 John St.
Toronto, Ontario M9N 1J8           | 49  | President/CEO, director            | January 1999 
|Thomas J. Rowen
39 Redmond Drive Ajax,
Ontario L1S 5R8           | 46  | Vice President/Secretary/
Director | January 1999 
|Maxwell J. LaBrooy
3717 Stonegate Lane
Powell, TN 37849          | 52  | Vice President                     | January 1999 
|Adolf R. Hochstim
5455 Sylmer Avenue,
#2505 Sherman Oaks, CA     | 75  | Director                           | January 1999 
|William P. Kefalas
55 Stevenson Street, N
Guelph, Ontario        | 62  | Director                           | February 2000
|Robert J. McDonald
4 Lakewood Drive
Waverly, Nova Scotia
BON 250 | 75  | Director                           | January 1999 

NICHOLAS PLESSAS has completed a Masters in Environmental Science in 1980 and has been
engaged in developing and producing applied environmental solutions since 1983 Mr. Plessas
served as President of Penta Deltex Ltd. From October 1986 through December 1998 where his
primary function was Director of operations. Mr. Plessas spearheaded Corporate growth and
development of over 65 specialty chemical and consumer products. Since January 1999 he has
been a director, and President of Green Dolphin Systems Nevada and was appointed, and
subsequently elected a director of Green Dolphin Delaware, previously Traveler's Infocenter,
Inc., in February 2000 immediately prior to its acquisition of Green Dolphin Nevada. He is the
President and CEO of the Green Dolphin companies.

THOMAS J. ROWEN received a Masters in Business Administration in 1986. From 1990 to
1995 he served as Vice President of TML Industries Limited of Pickering, Ontario as Director of
Marketing. The primary function at TML was to oversee day-to-day operations of the Company
including the administration, sales, manufacturing and distribution divisions. In May 1996 he left
TML and founded ESN packaging Services, a Company involved in developing, packaging and
introducing new consumer products to the retail market. In January 1999 he left ESN Packaging
and joined Green Dolphin Nevada as a director and officer. His present duties include
supervision of marketing and sales.

MAXWELL J. LABROOY. From 1985 through January of 1999 Mr. LaBrooy was President of
Interior Environmental Systems, Inc., a company located in Knoxville, Tennessee which was in
the ceiling tile and wall application and cleaning business. Mr. LaBrooy was in charge of, and
produced significant increases in domestic and international sales. During his tenure there, he
setup manufacturing plants in Japan, South Korea, Canada and Mexico. He left Environmental
Systems in January 1999 to become Vice President of operations for Green Dolphin Nevada. In
February 2000 he was also elected Vice President of Green Dolphin Delaware.

DR. ADOLF R. HOCHSTIM. Dr. Hochstim received his Doctrine in Physics from the University
of Florida in 1960. Over the years he has published 18 books and articles and is a member of 9
Science Associations and has served as a consultant for NASA. For more than the last five years,
he has been self-employed as a contract consultant for numerous chemical companies. He joined
Green Dolphin Nevada in January 1999 and has served as a consultant in the area of research and
development.

WILLIAM P. KEFALAS. Mr. Kefalas graduated with a Master of International Business in 1972
from the University of Chicago and since that time has experience with International business
development in various countries. From 1982 to the present Mr. Kefalas has served as President
and CEO of Commerciantes Financiers Corp, an International consulting and financial
corporation representing business and development firms worldwide for resort and hotel
developments. In February 2000 Mr. Kefalas joined Green Dolphin as a Director and serves the
Company in the capacity of Business Strategist for Mergers and Acquisitions.

ROBERT J. MCDONALD has owned and operated many successful businesses over the past 40
years. From 1962 through 1992 Mr. McDonald owned and operated one of the largest Chevrolet
Dealerships in Nova Scotia, Canada with sales of over $100 million. He has been honored by
Time Magazine as an Entrepreneur of the Year for managing the most profitable and effective
organizations. Since then he has been semi-retired but remained active as a self-employed
business consultant. He joined Green Dolphin Nevada in January, 1999 as a Director. He is an
outside director with no active role in the conduct of its affairs.

None of the officers or directors of the Company are officers, directors or affiliates of any other
reporting companies.

To the knowledge of the Company, no present or former director, executive officer or person
nominated to become a director or executive of the Company has ever:

1) Filed a bankruptcy petition by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or with two years prior to that
time;

2) Had any conviction in a criminal proceeding or been subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses);

3) Been subject to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking
activities; and

4) Been found by a court of competent jurisdiction (in a civil action), the Commission or the
Commodity Futures Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the Executive compensation currently receiving compensation
from Green Dolphin Corporation. It does not have any pension, profit-sharing, stock bonus, or
other benefit plans. Such plans may be adopted in the future at the discretion of the Board of
Directors.

|Name                 | Principal
Positions               | Year | Salary  | Bonus             | Stock Awarded   
|-------------------- | --------------------------------- | ---- | ------- | ----------------- | ----------------
|Nicholas Plessas     | President/CEO
Director            | 2002 | $25,000 | -0-               | 0 Shares        
|                     |                                   | 2001 | $25,000 | -0-               | 0 Shares        
|                     |                                   | 2000 | $25,000 | -0-               | 6,685,000 Shares
|                     |                                   | 1999 | $41,600 | -0-               | 0 Shares        
|Thomas J. Rowen      | Vice
President
Secretary
Director | 2002 | $28,000 | -0-               | 0 Shares        
|                     |                                   | 2001 | $22,000 | -0-               | 0 Shares        
|                     |                                   | 2000 | $39,000 | -0-               | 1,000,000 Shares
|                     |                                   | 1999 | $39,000 | -0-               | 0 Shares        
|Maxwell Labrooy      | Vice
President                    | 2002 | $38,000 | -0-               | 0 Shares        
|                     |                                   | 2001 | $38,000 | -0-               | 0 Shares        
|                     |                                   | 2000 | $39,000 | -0-               | 300,000 Shares  
|                     |                                   | 1999 | $36,400 | -0-               | 0 Shares        
|William Kefalas      | Director                          | 2002 | $5,000  | -0-               | 0 Shares        
|                     |                                   | 2001 | $15,000 | -0-               | 0 Shares        
|                     |                                   | 2000 | -0-     | 5% of
Gross
Sales | 150,000 Shares  
|                     |                                   | 1999 | $ 5,000 | -0-               | 0 Shares        
|Dr. Adolph
Hochstim* | Director                          | 2002 | $2,000  | -0-               | 0 Shares        
|                     |                                   | 2001 | -0-     | -0-               | 0 Shares        
|                     |                                   | 2000 | -0-     | -0-               | 100,000 Shares  
|                     |                                   | 1999 | $ 5,000 | -0-               | 0 Shares        
|Robert McDonald      | Director                          | 2002 | -0-     | -0-               | 0 Shares        
|                     |                                   | 2001 | -0-     | -0-               | 0 Shares        
|                     |                                   | 2000 | -0-     | -0-               | 150,000 Shares  
|                     |                                   | 1999 | -0-     | -0-               | 0 Shares        

* Dr. Hochstim receives an additional $100.00 per hour for consulting the company when
needed.

There are additional key employees who work for Green Dolphin, Canada who receive
$68,500.00 annual salary.

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

The following table sets forth the amount and nature of beneficial ownership of each of the
executive officers and directors of the Company and each person known to be a beneficial owner
of more than five percent (5%) of the 21,848,700 issued and outstanding shares of the Company
as of December 31, 2004.

|Title of
class | Name and Address of
Beneficial Owner                             | Amount and
Nature of
Beneficial | Percent of Class
|-------------- | ---------------------------------------------------------------- | ------------------------------- | ----------------
|Common         | Nicholas Plessas
126 John St. Toronto,
Ontario M9N 1J8           | 6,685,000 shares                | 30.59%          
|Common         | Thomas J. Rowen
 39 Redmond Drive
Ajax, Ontario L1S 5R8          | 1,000,000 shares                | 4.57%           
|Common         | Maxwell J. LaBrooy
3717 Stonegate Lane
Powell, TN 37849          | 300,000 shares                  | 1.37%           
|Common         | Adolf R. Hochstim 5455
Sylmer Avenue, #2505
Sherman Oaks, CA     | 100,000 shares                  | .45%            
|Common         | William P. Kefalas 55
Stevenson Street, N
Guelph, Ontario        | 150,000 shares                  | .68%            
|Common         | Robert J. McDonald 4
Lakewood Drive
Waverly, Nova Scotia
BON 250 | 150,000 shares                  | .68%            
|Common         | Officers and Directors as
a Group                                | 8,385,000 shares                | 38.37%          

None of the foregoing have any right to acquire other or additional shares of the Company. There
is no existing arrangement, which may result in a change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no reportable transactions during 2004 between Green Dolphin and any director or
executive officer, nominee for election as a director, any security holder named in Item 11 hereof,
or any member of the immediate family of any such person.

ITEM 13. INDEX TO EXHIBITS

|Item            |                                                      
|--------------- | -----------------------------------------------------
|Exhibit 3(i)    | Articles of Incorporation                            
|Exhibit (3)(ii) | By-Laws of Green Dolphin Systems Corporation         
|Exhibit 23      | Consent of Accountants                               
|Exhibit 31.1    | Certifications of CEO and CFO Pursuant to Section 302
|Exhibit 32.1    | Certification of CEO and CFO Pursuant to Section 906 

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

GREEN DOLPHIN SYSTEMS CORPORATION

Date: April 15, 2002

By:/s/ Nicholas Plessas

Nicholas Plessas