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, 2005

[ ] 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 incorporation or organization)(IRS Employer Identification No.)

3702 Neal Drive, Ste. 102, Knoxville, TN 37918

(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: $608,099

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:
$452,605

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 30,173,700 common shares as of June 2, 2006.

**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,
graffiti removal, smoke and odor elimination, mold and mildew control and sanitization and
laundry and dry cleaning solutions. The Company also engages in applications of fire retardants,
sealants, as well as, walls and ceiling cleaning and restoration.  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
through common ownership and control.

Principal products or services and their markets.

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

"RENEW 4000" - ceiling tile and wall restorer

"FIRE SAFE 108 WOOD" - fire retardant for wood

"FIRE SAFE 701 FABRIC" - fire retardant for fabrics

"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

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

"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

The business was focused on increasing the number of dealership of walls and ceiling
cleaning/restoration in the US where the number increased to 24 from 20 in 2004, while the
product distribution in North America continues on a limited basis.   The company maintains a
core list of customers that rely on the supply of Fire Safe products, and the annual sales have
remained consistent.  The walls and ceiling and fire retardant application segments are stable,
and produce favorable margins for the company.

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.  International:  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 65% of all the Company's sales in
2005.

Competition:

Green Dolphin faces rigorous competition on many fronts due to the wide range of product
categories across many target segments.  The total sales of $608,099 in 2005 do not represent
market share of any significance in any target segments.

Green Dolphin is at a competitive disadvantage due to the small sales volume, minimal
capitalization which prevents them from launching effective marketing and advertising campaign
to penetrate the market and build the brand.  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.

The Company manufactures approximately eight of its products in house and relies on third-party
contract blenders to produce the rest. Greenway Chemical, Knoxville, Tennessee blends Renew
4000, Orange Cleaner Degreaser, Turbo Kleen, Graffiti Remover, Delta Enzyme, Enviro-Kleen
Super and Enviro-Zyme. Crown Chemical, Mississauga, Ontario blends all of those products plus
Air-O-Kleen, as well as, the laundry products (Ultra Oxi Renew detergent, Fabric Fresh).

There are no written contracts in place with these producers. The 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 those
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 2005, approximately 65% 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"

"Shield Kote"

"Secure-Step"

"Protection Plus 2000"

"Renew 4000"

"Enviro Oxi"

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.  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 its products comply with existing government regulations, however
with the growing interest and concerns about the environment, the regulations and standards will
become more and more stringent.  The need for registration and/or certification will become
more prevalent.

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.

Research and Development Costs:

The Company has not spent any significant amount in Research and Development for its
products and services during 2005.

Number of employees:

The Company presently has one full time and two part time employees employed at its Tennessee
facility.  An additional three 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 2,400 square foot leased principal office located at 3702
Neal Drive, Ste. 102, Knoxville, TN 37918 and a 4,000 square foot leased location at 26 Voyager
Court South, Etobicoke, which is in Toronto, Ontario, Canada.

The Knoxville facility contains executive offices and production space. The lease on this facility
expires on November 30, 2006.  Annual rent payments totaled $40,405 in 2005 - $15,761 (US
office) and $24,644 (CAN office). The production facilities at both locations contain mixing
containers, component inventory storage and operating space in which finished product is
compounded. Both facilities contain equipment necessary to containerize and label the end
products.

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. This
investigation has continued for nearly two years, 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 2005.

**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, in 2005.

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

|**Period**                          | **High Bid** | **Low Bid**
|----------------------------------- | ------------ | -----------
|January 1, 2005 - March 31, 2005    | $0.12        | $0.06      
|April 1, 2005 ­ June 30, 2005       | $0.08        | $0.04      
|July 1, 2005 - September 30, 2005   | $0.06        | $0.03      
|October 1, 2005 ­ December 31, 2005 | $0.05        | $0.01      

As of June 2, 2006, there were approximately 153 holders of record of our Common Stock, with
a total of 30,173,700 shares issued and outstanding.

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.

On January 28, 2005, we issued 6,600,000 shares of restricted common stock with a fair value of
$198,000 or $0.03 per share to a Director and Officer for services rendered for the past four years
to the Company.

On January 28, 2005, we issued 300,000 shares of restricted common stock with a fair value of
$9,000 or $0.03 per share to three Directors (each receiving 100,000 shares) for services rendered
to the Company.

On January 28, 2005, we issued 575,000 shares of restricted common stock with a fair value of
$17,250 or $0.03 per share to nine consultants for services rendered to the Company.

On March 2, 2005, we issued 350,000 shares of restricted common stock with a fair value of
$24,500 or $0.07 per share to Hollandale Farms Ltd. for research and development services
rendered to the Company.

On May, 2005, we issued 500,000 shares of restricted common stock with a fair value of $35,000
or $0.07 per share to Max Labrooy for services rendered.

In June 2005, the Company entered into a Securities Exchange Agreement with Kettleby Soap
Company Inc. in exchange for 8,000,000 shares.  The Agreement was subsequently terminated in
December 2005 for non-compliance with the terms of the Agreement.  The shares issued in
connection with this agreement were also returned and cancelled in January, 2006.

At the present time, 13,100,000 of these shares are held by the eight officers and directors of the
Company.  The remaining 17,613,700 shares are held by those who are not affiliates of Green
Dolphin.

Of the 17,613,700 shares registered to those who are not officers, directors or controlling
stockholders of the Company, 16,960,510 shares 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 13,100,000 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, 2004 was $533,401,
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 $432,894
during the twelve months ended December 31, 2005, which includes a non-cash transaction of
$242,000 for Officers & Directors, and $41,750 for consulting services that reflect the issuance
of 7,400,000 and 925,000 Common Shares, respectively. The gross margin in 2005 increased and
improved compared to 2004 due to the company's change in focus to conducting more on-site
application and selling more of the fire retardant products that have higher gross margins.

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, laundry detergent and additives, and

(4) general cleaning chemicals.

The breakdown of the gross revenue generated from each segment is as follows:

a. ceiling and wall tiles ­ 30%

b. fire retardants ­ 35%

c. laundry ­20%

d. general ­ 15%

As funding becomes 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 working diligently to increase its revenues by focusing on the fundamentals.
There is intent is to grow its market for ceiling and wall restorers, fire retardant and general
products through grass-roots methods, such as direct face-to-face presentations, as well as,
generally expanding the network of business associates.

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.

Billing and delivery policies are as follows:

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

They are shipped F.O.B. shipping point.  Overseas Agents 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 recorded when the goods are shipped and the right of return has expired.

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
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.

There is no known fact which would cause the expenses of operation to increase more than
corresponding increases in revenues.  Though 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.

The Company effected two Board Resolutions during the first quarter of 2005.  The first Board
Resolution was made effective as of January 28, 2005 to issue a total of 7,475,000 restricted
common shares compensating the four Board members in lieu of cash for the work and
consultation on the business development during the past four years.  The majority of the shares
were awarded to Mr. Nicholas Plessas for the inadequate income compensation during the past
four years.  There were nine additional individuals that have assisted and supported the Company
over the past few years and they received shares in lieu of cash.  The restricted common shares
were issued on reliance for the exemption provided by Section 4(2) of the 1933 Act.  The second
Board Resolution was made effective as of March 2, 2005, and Hollandale Farms Ltd. was
awarded 350,000 restricted common shares for the research and development and on-site training
of two natural Green Dolphin products.  The shares were issued on reliance on the exemption
provided by Section 4(2) of the 1933 Act.  The Board approved an issuance of 500,000 restricted
commons share to Max Labrooy to compensate for services.

In June 2005, 8,000,000 shares were issued to Kettleby Soap Company in an Security Exchange
Agreement, which was subsequently terminated and cancelled in December, 2005, and the shares
were returned in January, 2006.

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, 2005, and the related statements of operations, changes in stockholders' equity and
cash flows for the two years then ended.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders

Green Dolphin Systems Corporation

Knoxville, Tennessee

We have audited the accompanying consolidated balance sheet of Green Dolphin Systems
Corporation as of December 31, 2005, and the related consolidated statements of operations,
changes in stockholders' equity (deficit), and cash flows for the year then ended.  These
consolidated financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial statements based on our
audit.

We conducted our audit 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 consolidated financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2005, and the results
of its operations and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

/s/ Rotenberg & Co., llp

Rotenberg & Co., llp

Rochester, New York

July 12, 2006

GREEN DOLPHIN SYSTEMS CORPORATION

Balance Sheets

December 31, 2005 and 2004

|**ASSETS**                                                                                                                     | 2005           | 2004            
|------------------------------------------------------------------------------------------------------------------------------ | -------------- | ----------------
|**Current Assets**                                                                                                             |                |                 
|Cash                                                                                                                           | $  25,448      | $ 27,041        
|Accounts receivable, net                                                                                                       | 28,660         | 12,372          
|Inventory

Security Deposit                                                                                                    | 37,522

1,250  | 27,236

0       
|**Total current assets**                                                                                                       | 92,880         | 66,649          
|Property and equipment, net                                                                                                    | 472            | 1,062           
|**Other Assets**                                                                                                               |                |                 
|Trademarks and copyrights, net of amortization of
$131,669 and $111,669 respectively                                           | 168,331        | 188,331         
|**Total assets**                                                                                                               | $
261,683      | $ 256,042       
|**LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)**                                                                             |                |                 
|**Current Liabilities**                                                                                                        |                |                 
|Lines of Credit

Accounts payable                                                                                              | 53,968

67,585 | $  - 0 ­

20,971
|Accrued expenses                                                                                                               | 2,242          | 1,318           
|Due to related companies                                                                                                       | 464,127        | 410,848         
|**Total current liabilities**                                                                                                  | 587,922        | 433,137         
|Capital stock ($0.001 par value, 100,000,000 shares
authorized, 30,173,700 and 21,848,700 issued and
outstanding respectively) | 30,174         | 21,849          
|Additional paid-in capital                                                                                                     | 843,882        | 568,457         
|Accumulated deficit                                                                                                            | (1,200,295)    | (767,401)       
|Total stockholders' equity (deficit)                                                                                           | (326,239)      | (177,095)       
|Total liabilities and stockholders' equity (deficit)                                                                           | $
261,683      | $ 256,042       

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Operations

Years Ended December 31, 2005 and 2004

| | 
| | 

| | 2005 | 2004
| | ---- | ----

|**Sales** |  | 
|--------- |  | 

|Related party                                             | $398,683                     | $401,756      
|--------------------------------------------------------- | ---------------------------- | --------------
|Other                                                     | 209,416                      | 253,964       
|Total Sales                                               | 608,099                      | 655,720       
|Cost of sales                                             | 217,180                      | 439,364       
|Gross margin                                              | 390,919                      | 216,356       
|General and administrative expenses

Officers & Directors | 581,813
             242,000 | 308,048

- 0 -
|Net loss before income taxes                              | (432,894)                    | (91,692)      
|Income taxes                                              | - 0 -                        | - 0 -         
|Net Income (Loss)                                         | $(432,894)                   | $(91,692)     
|Earnings (loss) per share:

Basic and diluted             | (0.02)                       | - 0 -         
|                                                          |                              |               
|Basic and diluted weighted average

shares outstanding    | 29,351,371                   | 21,848,700    

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Changes in Stockholders' Equity (Deficit)

Years Ended December 31, 2005 and 2004

|                           | Common Stock
Shares | Common
Stock
Amount | Additional
Paid- in
Capital | Accumulated
Deficit | Total      
|-------------------------- | ------------------- | ------------------- | --------------------------- | ------------------- | -----------
|Balance,
January 1,
2004   | 21,848,700          | $  21,849           | $   568,457                 | $   (675,709)       | $( 85,403) 
|Net loss                   | -                   | -                   | -                           | (91,692)            | ( 91,692)  
|                           |                     |                     |                             |                     |            
|Balance,
December 31,
2004 | 21,848,700          | $  21,849           | $   568,457                 | $    (767,401)      | $(177,095) 
|Stock issuance             | 8,325,000           | 8,325               | 275,425                     |                     | 283,750    
|Net income
(loss)          |                     | -                   | -                           | (432,894)           | (432,894)  
|Balance,
December 31,
2005 | 30,173,700          | $  30,174           | $  843,882                  | $ (1,200,295)       | $ (326,239)

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Cash Flows

Years Ended December 31, 2005 and 2004

|                                                                                 | 2005        | 2004      
|-------------------------------------------------------------------------------- | ----------- | ----------
|Cash Flows from operating activities                                             |             |           
|Net Loss                                                                         | $(432,894)  | $(91,692) 
|Adjustments to reconcile net loss to
net cash provided by operations
activities: |             |           
|Depreciation and Amortization                                                    | 20,590      | 22,585    
|Stock issued for services                                                        | 283,750     | -         
|Changes in operating assets and
liabilities                                      |             |           
|Decrease (increase) in accounts
receivable                                       | (16,288)    | (1,507)   
|Decrease (increase) in inventory                                                 | (10,286)    | (7,218)   
|Decrease (increase) in security
deposit                                          | (1,250)     | -         
|Increase (decrease) in accounts
payable                                          | 46,614      | (29,686)  
|Increase (decrease) in accrued payable                                           | 924         | (1,132)   
|Increase (decrease) in due to related
companies                                  | 53,279      | 62,224    
|Net cash from operating activities                                               | $  (55,561) | $ (46,426)
|Cash flows from Investing activities                                             |             |           
|Purchases of fixed assets                                                        | - 0 -       | (788)     
|Net cash used in investing activities                                            |             | (788)     
|Cash flows from Financing Activities                                             |             |           
|Advances on Lines of Credit                                                      | 53,968      |           
|Increase (decrease) in cash                                                      | (1,593)     | (47,214)  
|Cash, at the beginning of the year                                               | 27,041      | 74,255    
|Cash, at the end of the year                                                     | $25,448     | $ 27,041  

| | 
| | 

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements

Years Ended December 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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, 2005 and 2004.

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, 2005 and 2004 was $20,000 per year. 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,
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.

Depreciation Expense for year ended December 31, 2005 and 2004, $590 and $2585,
respectively.

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 carry-forwards. 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, 2005 and 2004 were approximately $3,158 and $4,034, 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, 2005 and 2004.

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

Amounts due to related companies included on the balance sheets at December 31, 2005 and
2004 was $464,127 and $410,848, 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, 2005 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 leased its administrative and warehouse space in Tennessee under a lease
which expired on November 30, 2005, and it is currently on a month-by-month basis.   The lease
payments for 2005 totaled $15,761, and $1250 monthly continues for 2006.

Rent expense totaled $15,761 and $33,644 in 2005 and 2004, 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, 2005, the Company has available net operating loss (NOL) carry-forwards,
expiring at various dates through 2020, of approximately $2,075,000. These carry-forwards 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, 2005 and 2004 arising from its NOL carry-forwards.

The income tax (provision) benefit for the years ended December 31, 2005 and 2004 consisted of
the following:

|                                  | 2005      | 2004     
|--------------------------------- | --------- | ---------
|Net operating loss
carry-forwards | $65,000   | $ 35,000 
|Change in valuation reservation   | ($65,000) | ($35,000)
|Total                             | $ -       | $ -      

Total deferred tax assets at December 31, 2005 and 2004 consist of the following:

|                    | 2005       | 2004      
|------------------- | ---------- | ----------
|Deferred tax assets | $830,000   | $ 761,000 
|Valuation reserve   | ($830,000) | ($761,000)
|Total               | $ -        | $ -       

NOTE 6   -  SUBSEQUENT EVENTS

In January 2006, in an effort to address the debt of the Company and to restructure, the Board
agreed to sell the Company's chemical operations and assets to Penta Deltex Ltd. (a related party)
in exchange for the forgiveness of the balance owed by the Company to Penta Deltex Ltd. of
$153,683.

In January 2006, an agreement was reached between the Company and Green Dolphin Systems
Canada (a related party) ("GDS Canada") and Nicholas Plessas, stockholder, whereby GDS
Canada and Mr. Plessas would forgive the balance owed by the Company to GDS Canada and
Mr. Plessas of $263,717, along with GDS Canada assuming responsibility of the Company's
balance on the cash overdraft line of credit with the Royal Bank of Canada of $65,000.

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 7. - SEGMENT INFORMATION

The Company's sales consist of sales in the United States and Canada. The composition of sales
for 2005 and 2004 is as follows:

|**Sales** | **US**

2005
2004 | **Canada**2005
2004
|--------- | ----------------- | -------------------
|          | $209,416
$401,756 | $398,683
$253,964  

NOTE 8 - STOCKHOLDERS' EQUITY

On January 28, 2005, we issued 6,600,000 shares of restricted common stock with a fair value of
$198,000 or $0.03 per share to a Director and Officer for services rendered for the past four years
to the Company.

On January 28, 2005, we issued 300,000 shares of restricted common stock with a fair value of
$9,000 or $0.03 per share to three Directors (each receiving 100,000 shares) for services rendered
to the Company.

On January 28, 2005, we issued 575,000 shares of restricted common stock with a fair value of
$17,250 or $0.03 per share to nine consultants for services rendered to the Company.

On March 2, 2005, we issued 350,000 shares of restricted common stock with a fair value of
$24,500 or $0.07 per share to Hollandale Farms Ltd. for research and development services
rendered to the Company.

In May, 2005, we issued 500,000 shares of restricted common stock with a fair value of $35,000
or $0.07 per share to Max Labrooy for services rendered.

On June 2005, the Company entered into a Securities Exchange Agreement with Kettleby Soap
Company Inc. in exchange for 8,000,000 shares.  The Agreement was subsequently terminated in
December 2005 for non-compliance with the terms of the Agreement.  The shares issued in
connection with this agreement were also returned and cancelled in January, 2006.

NOTE 9 - Recently Issued Accounting Standards

In November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 151 "Inventory Costs ­ an amendment of ARB No.
43, Chapter 4" ("SFAS 151").  This statement amends the guidance in ARB No. 43, Chapter 4,
"Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage).  SFAS 151 requires that those items be
recognized as current-period charges.  In addition, this Statement requires that allocation of fixed
production overheads to costs of conversion be based upon the normal capacity of the production
facilities.  The provisions of SFAS 151 are effective for fiscal years beginning after June 15,
2005.  As such, the Company is required to adopt these provisions at the beginning of the fiscal
year ended December 31, 2006.  The Company is currently evaluating the impact of SFAS 151
on its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an
amendment of APB Opinion No. 29" ("SFAS 153").  SFAS 153 replaces the exception from fair
value measurement in APB Opinion No. 29 for nonmonetary exchanges of similar productive
assets with a general exception from fair value measurement for exchanges of nonmonetary
assets that do not have commercial substance.  A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change significantly as a result of
the exchange.  SFAS 153 is effective for all interim periods beginning after June 15, 2005.  As
such, the Company is required to adopt these provisions at the beginning of the fiscal quarter
ended September 30, 2005.  The Company is currently evaluating the impact of SFAS 153 on its
consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" ("SFAS 123R").
SFAS 123R revises FASB Statement No. 123 "Accounting for Stock-Based Compensation" and
supersedes APB Opinion No. 25 "Accounting for Stock Issued to Employees".  SFAS 123R
requires all public and non-public companies to measure and recognize compensation expense
for all stock-based payments for services received at the grant-date fair value, with the cost
recognized over the vesting period (or the requisite service period).  SFAS 123R is effective for
small business issuers for fiscal years beginning after December 15, 2005.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2006.  The Company is currently evaluating the impact of SFAS 123R on its
consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections ­ a
replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154").  SFAS 154
changes the requirements for the accounting for and reporting of a change in accounting
principle.  These requirements apply to all voluntary changes and changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions.  SFAS 154 is effective for fiscal years beginning after December
15, 2005.  As such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2006.  The Company is currently evaluating the impact of SFAS
154 on its consolidated financial statements.

NOTE 10 - Acquisition

In June 2005, the Company entered into a Securities Exchange Agreement with Kettleby Soap
Company Inc. in exchange for 8,000,000 shares.  The Agreement was subsequently terminated in
December 2005 for non-compliance with the terms of the Agreement.  The shares issued in
connection with this agreement were also returned and cancelled.

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

In June, 2005 the Company terminated the accounting services of Rodefer Moss, and Rotenberg
& Co., LLP was named the CPA of record in February, 2006.

**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           | 52  | Previous President/CEO,
Director | January 1999

Resigned Jun/05  
|Maxwell J. LaBrooy 3717
Stonegate Lane Powell, TN 37849          | 55  | Vice President                   | January 1999                   
|Adolf R. Hochstim 5455 Sylmer
Avenue, #2505 Sherman Oaks,
CA     | 78  | Director                         | January 1999                   
|William P. Kefalas 55 Stevenson
Street, N Guelph, Ontario        | 65  | Director

President/CEO          | February 2000

Appointed Jan/06
|Robert J. McDonald 4 Lakewood
Drive Waverly, Nova Scotia BON
250 | 78  | 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 was the
President and CEO of the Green Dolphin companies, from which he resigned in June, 2005.

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 had served
the Company in the capacity of Business Strategist for Mergers and Acquisitions, and has been
appointed President & CEO of Green Dolphin Systems Corp. in January, 2006.

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.

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     | Previous
President/CEO Director | 2005 | $25,000 | -0-   | 6,600,000 Shares
|                     |                                 | 2004 | $25,000 | -0-   | 0 Shares        
|                     |                                 | 2003 | $25,000 | -0-   | 0 Shares        
|                     |                                 | 2002 | $28,000 | -0-   | 6,685,000 Shares
|                     |                                 |      |         |       |                 
|Maxwell Labrooy      | Vice
President                  | 2005 | $42,000 | -0-   | 500,000 Shares  
|                     |                                 | 2004 | $42,000 | -0-   | 0 Shares        
|                     |                                 | 2003 | $38,000 | -0-   | 0 Shares        
|                     |                                 | 2002 | $38,000 | -0-   | 3000,000 Shares 
|                     |                                 |      |         |       |                 
|William Kefalas      | Director                        | 2005 | $5,000  | -0-   | 100,000 Shares  
|                     |                                 | 2004 | $5,000  | -0-   | 0 Shares        
|                     |                                 | 2003 | $5,000  | -0-   | 0 Shares        
|                     |                                 | 2002 | $5,000  | -0-   | 0 Shares        
|                     |                                 |      |         |       |                 
|Dr. Adolph
Hochstim* | Director                        | 2005 | -0-     | -0-   | 100,000 Shares  
|                     |                                 | 2004 | -0-     | -0-   | 0 Shares        
|                     |                                 | 2003 | -0-     | -0-   | 0 Shares        
|                     |                                 | 2002 | $2,000  | -0-   | 100,000 Shares  
|                     |                                 |      |         |       |                 
|Robert McDonald      | Director                        | 2005 | -0-     | -0-   | 100,000 Shares  
|                     |                                 | 2004 | -0-     | -0-   | 0 Shares        
|                     |                                 | 2003 | -0-     | -0-   | 0 Shares        
|                     |                                 | 2002 | -0-     | -0-   | 150,000 Shares  

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

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 30,173,700 issued and outstanding shares of the Company
as of December 31, 2005.

|Title of class | Name and Address of
Beneficial Owner                             | Amount and Nature of
Beneficial | Percent of Class
|-------------- | ---------------------------------------------------------------- | ------------------------------- | ----------------
|Common         | Maxwell J. LaBrooy 3717
Stonegate Lane Powell, TN
37849          | 800,000 shares                  | 2.7%            
|Common         | Adolf R. Hochstim 5455
Sylmer Avenue, #2505
Sherman Oaks, CA     | 200,000 shares                  | 0.07%           
|Common         | William P. Kefalas 55
Stevenson Street, N Guelph,
Ontario        | 250,000 shares                  | 0.08%           
|Common         | Robert J. McDonald 4
Lakewood Drive Waverly,
Nova Scotia BON 250 | 250,000 shares                  | 0.08%           
|               | Officers and Directors as a
Group                                | 1,500,000 shares                | 4.9%            
|Common         | Nicholas Plessas 126 John St.
Toronto, Ontario M9N 1J8           | 11,600,000 shares               | 38.4%           

None of the foregoing has 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 2005 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: July 18, 2006

By:/s/ William Kefalas

William Kefalas