CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Quarterly Report on Form 10QSB of Green Dolphin Corporation, for theperiod ending September 30, 2002, as filed with the Securities and Exchange Commission on thedate hereof, I Nick Plessas, Chief Financial Officer of Green Dolphin Corporation, certify,pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 302 of the Sarbanes-OxleyAct of 2002, that:
1. I have reviewed this quarterly report of Green Dolphin Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respectto the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included inthis quarterly report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this quarterlyreport;
4. The registrant's other certifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and we have:
         A.  designed such disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which the quarterly report is beingprepared;
          B.  evaluated the effectiveness of the issuer's disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
           C.  presented in this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recentevaluation, to the registrant's auditors and the audit committee of registrant's board of directors(or persons performing the equivalent function):
         A.  all significant deficiencies in the design or operation of Internal controls which couldadversely affect the registrant's ability to record, process, summarize and report financial data andhave identified for the registrant's auditors any material weakness in internal controls; and
         B.    any fraud, whether or not material, that involves management or other employees whohave significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether ornot there were significant changes in controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significant and material weaknesses.
Dated: November 14, 2002
By: /s/ Nick Pleases
 Nick Pleases
Chief Financial Officer
This certification accompanies this Quarterly Report on Form 10-QSB pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, bedeemed filed by registrant for purposes of Section 18 of the Securities Exchange Act of 1934, asamended.