EXHIBIT 31.2

                     CERTIFICATE OF CHIEF FINANCIAL OFFICER


I, Nicolas Plessas, Chief Financial Officer of Green Dolphin Systems
Corporation, 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 am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-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 upon 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 this 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.


Date: August 19, 2003                            /s/ Nicolas Plessas
                                                 ------------------------------
                                                 Name: Nicolas Plessas
                                                 Title: Chief Financial Officer