UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-QSB/A

[x]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934

For the Quarter Ended June 30, 2004

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.

7160 Small Creek Way, Powell, TN37849

(Address of principal executive offices)(Zip code)

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

Transitional Small business Disclosure Format (Check one):  Yes []  No [X]

Part I

Item 1. Financial Statements

Green Dolphin Systems Corporation

INDEX TO FINANCIAL STATEMENTS

CONTENTS

|Balance Sheets at June 30, 2004 (unaudited) and December 31, 2003                                                                               | 3    
|----------------------------------------------------------------------------------------------------------------------------------------------- | -----
|Statements of Operations for the three and six months ended June 30, 2004
(unaudited) and 2003 (unaudited)                                      | 4    
|Statements of Changes in Stockholders' Equity (Deficit) for the six months
ended June 30, 2004 (unaudited) and the year ended December 31, 2003 | 5    
|Statements of Cash Flows for the six months ended June 30, 2004 (unaudited)
and 2003 (unaudited)                                                | 6    
|Notes to Financial Statements                                                                                                                   | 7 - 8
|                                                                                                                                                |      
|                                                                                                                                                |      
|                                                                                                                                                |      

Green Dolphin Systems Corporation

Balance Sheets

(unaudited)

|                                                           | June 30,  | December 31,
|---------------------------------------------------------- | --------- | ------------
|ASSETS                                                     | 2004      | 2003        
|Current                                                    |           |             
|Cash                                                       | $ 54,676  | $ 74,255    
|Accounts receivable                                        | 9,338     | 10,865      
|Inventory                                                  | 24,658    | 20,018      
|                                                           | 88,672    | 105,138     
|Property and equipment                                     | 1,637     | 2,859       
|Other Assets                                               |           |             
|Trademarks and copyrights                                  |           |             
|(net of amortization of $101,669 and $91,669 respectively) | 198,331   | 208,331     
|                                                           | $ 288,640 | $ 316,328   
|LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)             |           |             
|Current                                                    |           |             
|Accounts payable and accrued expenses                      | $ 26,023  | $ 53,107    
|Due to related companies (Note 2 )                         | 389,599   | 348,624     
|                                                           | 415,622   | 401,731     
|Stockholders' equity (Deficit)                             |           |             
|Common stock                                               | 21,849    | 21,849      
|Additional paid in capital                                 | 568,457   | 568,457     
|Accumulated deficit                                        | (717,288) | (675,709)   
|                                                           | (126,982) | (85,403)    
|                                                           | $ 288,640 | $ 316,328   

The accompanying notes are an integral part of these unaudited financial statements

Green Dolphin Systems Corporation

Statements of Operations

| | (unaudited)

three months endedJune 30, | (unaudited)

six months endedJune 30,
| | --------------------------------------- | -------------------------------------

|                                                                    | 2004       | 2003       | 2004       | 2003      
|------------------------------------------------------------------- | ---------- | ---------- | ---------- | ----------
|Sales                                                               |            |            |            |           
|Related party                                                       | $78,545    | $77,187    | $193,798   | $162,975  
|Other                                                               | 58,742     | 44,272     | 196,075    | 121,512   
|                                                                    | 137,287    | 121,459    | 389,873    | 284,487   
|Cost of sales                                                       | 61,309     | 64,137     | 169,555    | 139,971   
|Gross margin                                                        | 75,978     | 57,322     | 220,318    | 144,516   
|General and administrative expenses                                 | 103,980    | 104,940    | 261,897    | 217,880   
|Net Income (Loss)                                                   | $(28,002)  | $(47,618)  | $(41,579)  | $(73,364) 
|Earnings per share:

Basic and diluted                              | $-         | $-         | $-         | $-        
|Net income (loss) and
comprehensive

income (loss) per common share | $-         | $-         | $-         | $-        
|Basic and diluted weighted average

shares outstanding              | 21,848,700 | 19,898,700 | 21,818,700 | 19,898,700

Green Dolphin Systems Corporation

Statements of Changes in Stockholders' Equity (Deficit)

For the Six Months Ended June 30, 2004 (unaudited), and Year Ended December 31, 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   
|Stock
issuance             | 1,950,000           | 1,950               | 232,050                     | -                   | 234,000    
|Net income
(loss) for
year | -                   | -                   | -                           | (372,552)           | (372,552)  
|Balance,
December
31, 2003 | 21,848,700          | $ 21,849            | $ 568,457                   | $ (675,709)         | $ (85,403) 
|Net income
(loss)          | -                   | -                   | -                           | (41,579)            | (41,579)   
|Balance,
June 30,
2004     | 21,848,700          | $ 21,849            | $ 568,457                   | $ (717,288)         | $ (126,982)
|                           |                     |                     |                             |                     |            

Green Dolphin Systems Corporation

Statements of Cash Flows

For the six months ended June 30, 2004 and 2003

|                                       | (unaudited)2004 | (unaudited)2003
|-------------------------------------- | --------------- | ---------------
|Net cash used in operations            | $ (59,766)      | $ (93,240)     
|Investment activities                  |                 |                
|Acquisition of furniture and equipment | (788)           |                
|                                       | (788)           |                
|Financing activities                   |                 |                
|Advances from related company          | 40,975          | 77,164         
|                                       | 40,975          | 77,164         
|(Decrease) in cash                     | (19,579)        | (16,076)       
|Cash, beginning of period              | 74,255          | 44,060         
|Cash, end of period                    | $ 54,676        | $ 27,984       

Green Dolphin Systems Corporation

Notes to the Financial Statements

For the Six Months Ended June 30, 2004

(Unaudited)

1. ****Significant accounting policies

Basis of Presentation

The accompanying unaudited financial statements of Green Dolphin Systems Corporation have
been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of regulation S-X.
Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary for fair
presentation have been included.  Operating results for the six month period ended June 30, 2004
are not necessarily indicative of the results that may be expected for the fiscal year ending
December 31, 2004.

The data underlying the Balance Sheet as of December 31, 2003 and the Statement of
Stockholders' Equity (Deficit) for the year then ended was derived from audited financial
statements but does not include all disclosures required by generally accepted accounting
principles.

For further information, refer to the audited financial statements and the footnotes thereto for the
fiscal year ended December 31, 2003 included in the Company's Annual Report on Form
10-KSB.

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

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market.

Fixed assets and depreciation

Fixed assets are recorded at cost. Depreciation of the equipment is recorded using the
straight-line method over the estimated lives of the related assets.

Upon disposal of an asset the gain or loss (if significant) is included in the computation of net
income for the year and the respective cost and accumulated depreciation are removed from the
accounts.

Trademarks and copyrights

Trademarks and copyrights are recorded at cost and are being amortized on a straight-line basis
over their estimated useful lives.

Green Dolphin Systems Corporation

Notes to the Financial Statements

For the Six Months Ended June 30, 2004

(Unaudited)

2. Transactions With Related Companies

To help accelerate the creation of a customer base and related sales the Company has entered into
a sales agency relationship with a Canadian company (Canada), which shares substantially
common ownership and management with Green Dolphin Systems Corporation.  The essence of
the agreement calls for Canada to finance and carry its own inventory, and Canada is to be paid a
commission equal to 12% of the gross sales it generates.  Sales from Canada are computed
quarterly at which time the Company reports the sales revenue, the cost of sales, and the
commission earned by Canada.

|for the six months ended June 30, 2004     | $ 193,798
|------------------------------------------ | ---------
|Management fees paid or accrued  to Canada | $ -      
|for the three months ended June 30, 2004   | $ 30,000 
|for the six months ended June 30, 2004     | $ 75,000 

3. 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 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The cumulative loss from inception of the Company in January 1999 through December 31st,
2003 was $675,709 as previously reported. Cumulative operating losses have occurred as the
Company continued to implement its business and operating plan to develop an expanding
customer base and to attract a network of dealers or distributors to resell the Company's products.
Net loss for the six-month period ended June 30, 2004 was $41,579 however, the Company had
an increase of sales of $105,386 over the same period last year. The Company does not have
sufficient operating history to reasonably determine whether the operating results for the
six-month period ended June 30, 2004, will be indicative of future periods.

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,

35% 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,

25% from laundry additives, and,

10% from other products.

Green Dolphin is working to increase its markets by use of three primary methods. First, it is
increasing the size of its market for ceiling and wall cleaners, fire retardant and non-slip floor
treatment products by  working to increase the number of product dealers or distributors by the
end of 2004 from the current number of twenty five. This is being done through increased
participation in trade shows, trade journals advertising and face-to-face presentations.

Secondly, the Company is working to build business relationships with new and existing
contractors in numerous market areas who will use and apply Green Dolphin restoration
products, fire retardant and non-slip treatments. Presently, the Company's program of selectively
advertising in trade journals and making presentations of Green Dolphin products at trade shows
throughout the U.S. and Canada has resulted in twenty-five restoration companies who are
selling and applying Green Dolphin products on site.

Thirdly, Green Dolphin has joined MANA (Manufacturers Agents National Association) to
enable the Company to access more than 22,000 agent membership throughout North America.
Engaging with this association has provided the opportunity to advertise for agents on their
online service with the follow-up print advertisements to appear in the September issue of their
monthly magazine.  Discussions with a number of possible candidates has been initiated and the
Company will pursue this course over the next few months until comprehensive penetration has
been achieved in each of Green Dolphin's targeted industry segments.

The Company has completed research and development in the fourth quarter of 2003 by finishing
the packaging of two new retail products that are natural and eco-friendly.  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,
hardware and pharmacy stores.

Currently, Green Dolphin does not have any substantial commitments for capital expenditures. It
intends to implement its current business plan, without substantial change or additional
expenditures, for the foreseeable future.

Green Dolphin expects revenue to increase by the end of 2004 as a result of:

(1) response to tradeshow and trade journal advertising;

(2) appointment of additional dealers and distributors;

(3) increased revenue from retail sales through hardware and lumber stores; department stores
and home centers who have  recently received presentation.

(4) appointment of Manufacturers Agents in select commercial segments.

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.

The products 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.

On both domestic and off-shore shipments, Green Dolphin's policy is to replace goods received
by the customer in damaged condition. Over the last three 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.

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.

As of 26 April 2004 the Company's shares were halted by the Securities and Exchange
Commission (S.E.C.) in order to conduct a private investigation pertaining to information
contained in recent press releases.  The Company responded with a comprehensive information
portfolio and continues to fully co-operate with the S.E.C. Ten days after the halt trade date the
Company's shares resumed trading on the Pink Sheets.

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, changed 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, and

(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 to overcome its
competitive disadvantages or establish a significant impact on the markets for the products it
distributes in the forseeable future.

SECTION 302 CERTIFICATION

I, Nicholas Plessas, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB 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 effectives 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 Quarterly 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 Executive  Officer

(Principal Executive Officer)

Date: June 30, 2004

PART II

ITEM 1. LEGAL PROCEEDINGS.

To the best of the Company's knowledge, the Company is not a party to any pending legal
proceedings.

ITEM 2. CHANGES IN SECURITIES.

There have been no changes in the Company's securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

There have been no defaults upon senior securities.

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

There has been no Submission of matters to a vote of security holders.

ITEM 5. OTHER INFORMATION.

There is no other information to report.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

No report on Form 8-K was filed by the Company during the three month period ending June 30,
2004.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GREEN DOLPHIN SYSTEMS CORPORATION

By:/s/ Nicholas Plessas

Date: August 16, 2004

Nicholas Plessas, President