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 March 31, 2001

                              OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934

For the transition period from ______________ to _________________

                         Commission File Number 000-31233

                   GREEN DOLPHIN SYSTEMS CORPORATION
                (Name of Small Business in its charter)

DELAWARE                                                      88-0432539
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                           Identification No.)


2338 W Beaver Creek Rd.,  Powell, TN                             37849
(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 March 31, 2001 (unaudited) and December 31, 2000         3

Statements of Operations for the three months
ended March 31, 2001 (unaudited) and 2000 (unaudited)                      4

Statements of Changes in Stockholders' Equity for the three months ended
March 31, 2001 (unaudited) and year ended December 31, 2000                5

Statements of Cash Flows for the three months ended March 31, 2001
(unaudited) and 2000 (unaudited)                                           6

Notes to Financial Statements                                          7 - 8
<PAGE>1
                     Green Dolphin Systems Corporation
                               Balance Sheets

                                            unaudited
                                            March 31          December, 31
ASSETS                                        2001               2000
Current
  Cash                                   $     8,983          $     13,054
  Accounts receivable                         50,943                53,033
  Inventory                                   36,611                39,841
  Prepaid expenses                             1,650                 1,650
                                              98,187               107,578

Property and equipment, net                    8,243                 8,784

Other Assets
  Trademarks and copyrights, net             261,664               266,664
                                       $     368,094          $    383,026

LIABILITIES AND STOCKHOLDERS' EQUITY
Current
  Accounts payable & accrued liabilities      31,782          $     31,339
  Accrued payroll and related taxes              207                   456
  Due to related company                     153,683               151,205
                                             185,672               183,000
Stockholders' equity
  Common stock                                19,899                19,899
 Additional paid in capital                  329,691               329,691
Accumulated deficit                         (167,168)             (149,564)
                                             182,422               200,026
                                       $     368,094          $    383,026

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

<PAGE>2

















                      Green Dolphin Systems Corporation
                     Statements of Operations (Unaudited)
                  Three Months Ended March 31, 2001 and 2000

                                                  2001          2000

Sales                                        $     181,298        $  153,570
Cost of sales                                       55,145            86,339
Gross margin                                       126,153            67,231
General and Administrative Expenses                143,757            53,192
Net Income (Loss) Before Taxes                     (17,604)           14,039
Estimated income taxes                                 -                 -
Net income (loss)                            $     (17,604)     $     14,039
Earnings per share:
     Basic and diluted                         $     0.00         $     0.00

Net income and comprehensive
     income per common share                   $     0.00         $     0.00
Basic and diluted weighted average
     shares outstanding                         19,898,700        7,007,977




  The accompanying notes are an integral part of these unaudited financial
   statements
<PAGE>3


























                   Green Dolphin Systems Corporation
             Statements of Changes in Stockholders' Equity
             Three Months Ended March 31, 2001 (Unaudited)
                    and Year Ended December 31, 2000

                                            Additional
                            Common Stock     Paid- in     Accumulated
                        Shares     Amount     Captial     Deficit     Total
Balance
 January 1, 2000       513,060   $     513  $ 205,077    $ (56,540) $ 149,050
Issuance of common shares:
For acquisition
February 2000       11,000,000      11,000    (11,000)        -         -
March 2000             385,640         386       (386)        -         -
For cash in
connection with
private placement,
net of
offering costs      8,000,000       8,000     136,000         -
144,000
Net loss                -            -          -          (93,024)   (93,024)


Balance,
December 31, 2000  19,898,700   $  19,899   $ 329,691    $(149,564) $
200,026
Net loss for
 three months          -               -        -          (17,604)
(17,604)
Balance,
March 31, 2001     19,898,700   $  19,899   $ 329,691    $(167,168) $
182,422
The accompanying notes are an integral part of these unaudited financial
statements
<PAGE>4


















                    Green Dolphin Systems Corporation
                  Statements of Cash Flows (Unaudited)
              Three Months Ended March 31, 2001 and 2000

                                                    2001              2000
Net cash provided by (used in) operations          (4,071)           2,345
Investment activities
    Acquisition of furniture and equipment          -               (1,191)

Increase in cash                                   (4,071)           1,154
Cash, beginning of period                          13,054            6,930
Cash, end of period                             $   8,983      $     8,084

The accompanying notes are an integral part of these unaudited financial
statements
<PAGE>5





































                   Green Dolphin Systems Corporation
                     Notes to Finacial Statements
                            (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-OSB 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 three month periods ended March 31, 2001 and 2000
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2001.

The data underlying the Balance Sheet at December 31, 2000 and the Statement
of Stockholders' Equity 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, 2000 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 amortization

Fixed assets are recorded at cost. Amortization 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 is included in the computation of
net income for the year and the respective cost and accumulated amortization
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.



<PAGE>6
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 and is
charged for the cost of the inventory sold and the commission earned by
Canada.

Included in the operations reported are the following:

Sales originating through Canada
     for the three months ended March 31, 2001     $     148,724
Accounts receivable from Canada                    $     129,409

Management fees of $90,000 were paid to Canada during the quarter ended March
31, 2001.

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The operating loss accumulated from inception on January 12, 1999 through
December 31, 2000 was $149,564.  During the first three months of 2001
operations, the company realized a loss of $17,604.

Since December 2000, the Company has formalized a sales agency agreement with
"Canada" to compensate Canada a commission at the rate of 12% of all sales
generated to the benefit of the company.  Sales for the current year include
sales of distributorships amounting to $95,541.

As indicated above, Green Dolphin is in the business of distributing water
based, environmental and user friendly products in three 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, and
(3)     non-slip products suitable for use on tile, concrete, linoleum, and
        most other flooring surfaces.

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,
       25% are from non-slip treatment, and
       25% are produced from the sale of fire retardant products.
       15% from other products

As revenues increase, the Company intends to increase expenditures for trade
show presentations, trade journal advertising and direct marketing by hiring
additional in-house sales personnel.  Such increases will be effected only if
warranted by increased revenues.  <PAGE>7
Green Dolphin believes there are significant market trends which are
contributing to its increased sales.

The first is market recognition that the ceiling tile remediation products
distributed by Green Dolphin can restore the appearance of these tiles and
extend their presentable and useful life for up to seven years, forestalling
the  expenditure of millions of dollars for replacement.

The second is the increase in fire and building codes which are increasingly
requiring wood, fabric and other construction and decorating materials to be
fire-retardant treated.  An example is NFPA Section 701 which now requires
that all fabric materials, including drapes, fabric wall coverings, curtains
and some furniture coverings must be treated with a fire retardant.  In 1996,
the NFPA Compendium for Revision of Fire Codes published an article
explaining the tightened regulations adopted in Section 701.  Green Dolphin's
fire-retardant products have been tested to meet applicable fire code
standards.

The third factor to have a very substantial effect on Green Dolphin's sales
is the enactment of amendments to the American Disabilities Act to require
non-slip treatment of floors in all public buildings.  The non-slip products
distributed by Green Dolphin are sprayed onto floors and worked into them by
use of rotary buffers.  After a few minutes, treated floors show significant
resistance to slipping.

Finally, use of, water-borne, environmentally and user friendly wood stain
products in lieu of the solvent based products previously preferred by
contractors and painters is widening according to the Rauch Guide utilized by
trade professionals.  Green Dolphin believes such publications reflect a
market trend toward a preference for water-borne stain products.

Green Dolphin is aggressively working to increase its markets by use of two
primary devices.

First, it is increasing the size of its market for ceiling and wall cleaners,
fire retardant and non-slip floor treatment products by aggressively working
to increase the number of product distributors from the present level of
twenty-five to thirty distributors by the end of the year.  This is being
done through increased participation in trade shows, trade journal
advertising and face-to-face presentations.

Second, the Company is working to set up businesses and individuals in
numerous market areas who will be in the business of applying Green Dolphin
cleaning, fire-retardant and non-slip products directly on the job.
Presently, the Company's program of selectively advertising these business
opportunities in trade journals and making presentations of Green Dolphin
products at trade shows throughout the U.S. and Canada has resulted in the
establishment of twenty-five restoration companies who are selling and
applying a group of Green Dolphin products on site.  This has been a
significant factor in contributing to what is expected to be a 15% projected
gross revenue increase in 2001 over 2000.  The Company initiated a program of
referring customers who have expressed an interest in Green Dolphin products
<PAGE>8
to local "applicators" rather than doing the work itself.  This policy will
increase the attractiveness of dealerships by increasing dealer sales, and
serve the interest of the Company by reducing expenses.

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.

Green Dolphin expects the revenue growth experienced in 2000 to continue into
fiscal 2001 as a result of;

(1) increased trade show and trade journal advertising,
(2) increased sales by current dealers and distributors who have been
    appointed during the last few months,
(3) appointment of additional dealers and distributors,
(4) increased revenue from retail sales through hardware and lumber stores,
    department stores and home centers who have recently begun carrying Green
    Dolphin products.

The Company also expects to sign up at least two international agents during
fiscal 2001.  There is no known fact which would cause the expenses of
operation to increase without 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.

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 based on earned revenues from execution of its business
plan.  The Company does not anticipate any need for additional financing
during fiscal 2001.  If capital acquisition should become feasible on any
basis during the next year, such prospects will be evaluated on their merit.

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.

Furthermore, there is no present trading market for Green Dolphin shares, and
development of such a trading market will likely be restricted by the
application of the "Penny Stock Rules" which prohibit securities brokers from
soliciting transactions in shares of small issuers whose shares are traded at
prices below $5 per share.




<PAGE>9
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 have 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 March 31, 2001.

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


Date: May 22, 2001                      By:/s/ Nicholas Plessas
                                           Nicholas Plessas, President
<PAGE>10