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 the
period ending March 31, 2003, as filed with the  Securities and Exchange Commission on the
date 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-Oxley
Act 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 a
material fact or omit to state a material fact necessary in order  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  quarterly report;

3. Based on my knowledge, the financial statements, and other financial  information included in
this quarterly report, fairly present in all material  respects the financial condition, results of
operations and cash flows of the  registrant as of, and for, the periods presented in this quarterly
report;

4. The registrant's other certifying officers and I are responsible for  establishing and maintaining
disclosure controls and procedures (as defined in  Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:

A. designed such disclosure controls and procedures to ensure that material  information relating
to the registrant, including its consolidated subsidiaries,  is made known to us by others within
those entities, particularly during the  period in which the quarterly report is being prepared;

B. evaluated the effectiveness of the issuer's disclosure controls and  procedures as of a date
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 the disclosure
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 recent
evaluation, 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 could
adversely affect the registrant's ability to record,  process, summarize and report financial data
and have 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 who have
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
or not there were significant changes in controls  subsequent to the date of our most recent
evaluation, including any corrective  actions with regard to significant and material weaknesses.

Dated: May 14, 2003

By: /s/ Nick Pleases

Nick Pleases

Chief Financial Officer

This certification accompanies this Quarterly Report on Form 10-QSB pursuant  to Section 302
of the Sarbanes-Oxley Act of 2002 and shall not, except to the  extent required by such Act, be
deemed filed by registrant for purposes of  Section 18 of the Securities Exchange Act of 1934, as
amended.