UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-QSB

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

For the Quarter Ended September 30, 2002

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.

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 September 30, 2002 (unaudited) and December 31,
2001                                   | 3    
|-------------------------------------------------------------------------------------------------------- | -----
|Statements of operations three and nine months ended September 30,
2002 (unaudited) and 2001 (unaudited) | 4    
|Statements of Changes in Stockholders' Equity                                                            | 5    
|Statements of Cash Flows for the nine months ended September 30, 2002
(unaudited) and 2001 (unaudited)   | 6    
|Notes to Financial Statements                                                                            | 7 - 8

Green Dolphin Systems Corporation

Balance Sheets

|                                                                                     | unaudited
September
30, 2002 | December 31,
2001
|------------------------------------------------------------------------------------ | ---------------------------- | -----------------
|ASSETS                                                                               |                              |                  
|Current                                                                              |                              |                  
|Cash                                                                                 | $ 40,221                     | $ 15,243         
|Accounts receivable                                                                  | 14,114                       | 7,252            
|Inventory                                                                            | 13,994                       | 28,493           
|Prepaid expenses                                                                     | 1,650                        | 1,650            
|                                                                                     | 69,979                       | 52,638           
|Capital                                                                              |                              |                  
|Shop equipment                                                                       | 9,391                        | 9,391            
|Office furniture and equipment                                                       | 2,783                        | 1,558            
|                                                                                     | 12,174                       | 10,949           
|Less: Accumulated depreciation                                                       | 5,851                        | 4,149            
|                                                                                     | 6,323                        | 6,800            
|Other Assets                                                                         |                              |                  
|Trademarks and copyrights (net of amortization of
$66,669, $51,669 at December 2001) | 233,331                      | 248,331          
|                                                                                     | $ 309,633                    | $ 307,769        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                 |                              |                  
|Current                                                                              |                              |                  
|Accounts payable and accrued liabilities                                             | $ 12,974                     | $ 27,843         
|Due to related companies (Note 2)                                                    | 146,167                      | 173,405          
|                                                                                     | 159,141                      | 201,248          
|Shareholders' equity                                                                 |                              |                  
|Common stock                                                                         | 19,899                       | 19,899           
|Additional paid in capital                                                           | 336,407                      | 336,407          
|(Deficit) Retained earnings                                                          | (205,814)                    | (249,785)        
|                                                                                     | 150,492                      | 106,521          
|                                                                                     | $ 309,633                    | $ 307,769        

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

Green Dolphin Systems Corporation

Statements of Operations

| | (unaudited)

three months ended
September 30, | (unaudited)

nine months ended
September 30,
| | --------------------------------------------- | --------------------------------------------

|                                                                   | 2002       | 2001       | 2002       | 2001      
|------------------------------------------------------------------ | ---------- | ---------- | ---------- | ----------
|Sales                                                              |            |            |            |           
|Related party                                                      | 118,917    | 61,769     | 291,252    | 301,474   
|Other                                                              | 36,582     | 31,026     | 206,323    | 101,390   
|                                                                   | 155,499    | 92,795     | 497,575    | 402,864   
|Cost of sales                                                      | 19,016     | 58,557     | 114,896    | 147,417   
|Gross margin                                                       | 136,483    | 34,238     | 382,679    | 255,447   
|                                                                   |            |            |            |           
|General and administrative
expenses                                | 109,966    | 58,521     | 338,708    | 316,734   
|Net Income (Loss)                                                  | 26,517     | (24,283)   | 43,971     | (61,287)  
|Earnings per share:

Basic and diluted                             | $-         | $-         | $-         | $-        
|Net income (loss) and
comprehensive income
(loss) per common share | $-         | $-         | $-         | $-        
|Basic and diluted weighted
average shares outstanding              | 19,898,700 | 19,898,700 | 19,898,700 | 19,898,700

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

Green Dolphin Systems Corporation

Statements of Changes in Stockholders' Equity

Nine Months Ended September 30, 2002, and Year Ended December 31, 2001

| | Common Stock | Additional Paid In
Capital | Accumulated

Deficit | Total
| | ------------ | -------------------------- | -------------------- | -----

|                            | Shares     | Amount   |           |             |          
|--------------------------- | ---------- | -------- | --------- | ----------- | ---------
|Balance
January
1, 2001     | 19,898,700 | $ 19,899 | $ 336,407 | $ (156,280) | $ 200,026
|Net
income
(loss) for
year  | -          | -        | -         | (93,505)    | (93,505) 
|Balance,
December 31,
2001  | 19,898,700 | $ 19,899 | $ 336,407 | $ (249,785) | $ 106,521
|Net
income
for nine
months  | -          | -        | -         | 43,971      | 43,971   
|Balance,
September 30,
2002 | 19,898,700 | $ 19,899 | $ 336,407 | $ (205,814) | $150,492 

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

Green Dolphin Systems Corporation

Statements of Cash Flows

For the nine months ended September 30, 2002 and 2001

|                                                               | unaudited
2002 | unaudited
2001
|-------------------------------------------------------------- | -------------- | --------------
|Net cash provided by (used in) operations                      | $ 53,441       | $ (2,475)     
|Investment activities:

Acquisition of furniture and equipment | (1,225)        | -             
|                                                               | (1,225)        | -             
|Financing activities:

Advances from (to) related company      | (27,238)       | -             
|                                                               | (27,238)       | -             
|Increase (Decrease) in cash                                    | 24,978         | (2,475)       
|Cash, beginning of period                                      | 15,243         | 13,054        
|Cash, end of period                                            | $40,221        | $(10,579)     

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

Green Dolphin Systems Corporation

Notes to Financial Statements

For the nine Months ended September 30, 2002

(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 three month and nine month periods
ended September 30, 2002 are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2002.

The data underlying the Balance Sheet as of December 31, 2001 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, 2001 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 (if significant) 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.

Green Dolphin Systems Corporation

Notes to Financial Statements

For the nine Months ended September 30, 2002

(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 and is charged for the cost of the inventory
sold and the commission earned by Canada.

Sales from Canada for the nine months ended September 30, 2002   $ 291,252

Accounts receivable from Canada      $7,517

Management fees paid or accrued to Canada

for the three months ended September 30, 2002     $ 45,000

for the nine months ended September 30, 2002     $ 135,000

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

The operating loss from inception in January 1999 through December 31, 2001 is as previously
reported at $(249,785).  The company sustained an operating profit of $ 44,014 during the quarter
ended June 30, 2002, and realized a profit of $ 26,517 for the quarter ended September 30, 2002.
To date the Company has shown an accumulated operating profit for nine months of $ 43,971.
The Company's improved performance during the September 30, 2002 quarter is consistent with
the increased requirements for Green Dolphin's stone, concrete and wood stain and sealer
products required by the home construction and renovation industry which peaks during the
second and third quarters of each year.  The increases were realized in direct sales as well as
increased activity by our dealer network and sales through home centers and hardware stores.
Additionally, the Company slightly increased its advertising during this period and issued some
special promotional materials related to these products. The company has also continued to
pursue master dealership agreements. The dealership agreements serve to maximize the leverage
of the sales efforts of the company's sales force.

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. Green Dolphin Systems Corporation 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,

25% are produced from the sale of fire-retardant products, and

15% from other products.

As revenues increase, the Company intends to increase expenditures for tradeshow presentations,
trade journal advertising and direct marketing by hiring additional in-house sales personnel. Such
increases will be affected only if warranted by increased revenues.

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,
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 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 an increase in
projected gross revenue in 2002 over 2001. The Company initiated a program of referring
customers who have expressed an interest in Green Dolphin products 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.
Additionally, three restoration products with high profit margins have been emphasized in 2002.
Enhanced advertising and presentations, establishment of restoration companies, and change in
product mix have greatly contributed to an increase in the gross profit margin from 36.9% to
87.7% for the nine months ended September 30, 2001 and 2002 respectively.  General and
administrative expenses were significantly higher for the nine months ended September 30, 2002
as opposed to 2001.  Due to these increased expenses, which are partially attributable to
enhanced advertising and presentations, the net income to sales percentage of 17.1% for the nine
months ending September 30, 2002 is notably lower than the percentage of 47.4% achieved for
the same period in 2001.

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 continues to expect revenue growth through the balance of 2002 as a result of:

(1) increased tradeshow 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. Green Dolphin's
billing and delivery policies are as follows: International sales, that is sales to purchasers outside
of 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. They are shipped F.O.B. shipping point.
Overseas agents are responsible to assign their independent inspection service companies to
inspect each shipment. North American sales are made F.O.B. shipping point, but are made
subject to the right of 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 offshore shipments, revenues are booked when the goods are
shipped.

On both domestic and offshore shipments, Green Dolphin's policy is to replace goods received in
damaged condition. Over the last two years, Green Dolphin has been required to replace $283.16
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 a different revenue
recognition or damaged goods policy.

The Company also expects to sign up at least two international agents during fiscal 2002. There
is no known fact which would cause the expenses of operation to increase 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 earned revenues from execution of its
business plan. The Company does not anticipate any need for additional financing during fiscal
2002. 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.

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.

(a) Exhibits

|Exhibit No. | Description                                                                                                                                                                  
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1        | Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002

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: November 15, 2002

By:/s/ Nicholas Plessas

Nicholas Plessas, President