Exhibit 31.2

                            SECTION 302 CERTIFICATION
                            -------------------------

         I, Nicholas Plessas, certify that:

         1. I have reviewed this Annual Report on Form 10-KSB of Green Dolphin
Systems Corporation;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;

         4. The issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e)) for the issuer and have:

            (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         issuer, including its consolidated subsidiaries, is made known to us by
         others within those entities, particularly during the period in which
         this report is being prepared;

            (b) Evaluated the effectiveness of the issuer's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

            (c) Disclosed in this report any change in the issuer's internal
         control over financial reporting that occurred during the period
         covered by the Annual Report that has materially affected, or is
         reasonably likely to materially affect, the issuer's internal control
         over financial reporting; and

         5. The issuer's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the issuer's auditors and the audit committee of the issuer's board of directors
(or persons performing the equivalent functions):

            (a) All significant deficiencies and material weaknesses in the
         design or operation of internal control over financial reporting which
         are reasonably likely to adversely affect the issuer's ability to
         record, process, summarize and report financial information; and

            (b) Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the issuer's internal
         control over financial reporting.

                                           /s/ Nicholas Plessas
                                           --------------------
                                           Nicholas Plessas
                                           President and Chief Financial Officer
                                           (Principal Financial Officer)
Date: April 12, 2004