AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2003

                          Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933



                        GREEN DOLPHIN SYSTEMS CORPORATION
                        ---------------------------------
            (Exact name of registration as specified in its charter)



              Delaware                                    88-0432539
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                           7160 Small Creek Way Drive
                                Powell, TN 37849
                                 (865) 947-0298
          (Address and Telephone Number of Principal Executive Offices)


                    Consulting Agreement with John S. Trainor
                    Consulting Agreement with Rodger J. Cowan
                     Consulting Agreement with John Maxwell
                            (Full Title of the Plan)

                                   Copies to:

        Nicholas Plessas                              James M. Schneider, Esq.
            President                                 Schneider Weinberger LLP
Green Dolphin Systems Corporation                    2499 Glades Road, Suite 108
   7160 Small Creek Way Drive                           Boca Raton, FL 33431
        Powell, TN 37849                                   (561) 362-9595
         (865) 947-0298                                 (561) 362-9612 (fax)


<PAGE>
                         CALCULATION OF REGISTRATION FEE


                                          Proposed      Proposed
                                          maximum       maximum
                                          offering      aggregate     Amount of
  Title of securities      Amount to be   price per     offering    registration
   to be registered         registered      share         price          fee
--------------------------------------------------------------------------------
Common Stock, $.001
par value per share (1)     1,950,000       $.11        $214,500         $17.36
--------------------------------------------------------------------------------

(1)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act, and is calculated upon the average of the bid and asked
         price of the securities on the Over-the-Counter-Bulletin Board on June
         24, 2003.



<PAGE>
                              Subject to Completion
                               Dated July 1, 2003

PROSPECTUS



                        GREEN DOLPHIN SYSTEMS CORPORATION

                        1,950,000 Shares of Common Stock
                                ($.001 par value)




         This prospectus forms a part of a registration statement, which
registers an aggregate of 1,950,000 shares of common stock for resale by three
consultants to whom we have issued the shares. Sales by each consultant may not
exceed 1% of our outstanding common stock every three months.

         Green Dolphin Systems Corporation is referred to in this prospectus as
"Green Dolphin," "we," "us" or "our." The 1,950,000 shares covered by this
prospectus are referred to as the "shares." The three consultants whose resales
are covered by this prospectus are sometimes referred to as the "selling
security holders."

         We will not receive any proceeds from sales of shares by selling
security holders.

                            ------------------------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                            ------------------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.











                  The date of this prospectus is June __ 2003.


<PAGE>
                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which forms Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to the Shares offered by this prospectus, reference is made to the
entire registration statement, including the exhibits thereto. Statements in
this prospectus as to any document are not necessarily complete, and where any
such documents is filed as an exhibit to the registration statement or is
incorporated therein by reference herein, each such statement is qualified in
its entirety by the provisions of the exhibit or other document to which
reference is made, for a full statement of the provisions thereof. A copy of the
registration statement, with exhibits, may be obtained from the Commission's
office in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charge or at the Commission's website at http://www.sec.gov.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         -    Quarterly report on Form 10-QSB filed on May 15, 2003, as
              subsequently amended
         -    Annual Report on Form 10-KSB filed on April 15, 2003, as amended
              by filing on April 28, 2003

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Green Dolphin Systems
Corporation, 7160 Small Creek Way Drive, Powell, TN 37849.

                                       2
<PAGE>
                                   THE COMPANY

         Green Dolphin Systems Corporation develops, tests, produces and markets
a line of environmentally and user friendly specialty chemical products use
primarily in the following areas:

         o        cleaning and remediation of ceiling and wall tiles;
         o        fire retardants suitable for use on fabrics, wood and other
                  building materials;
         o        non-slip products suitable for use on tile, concrete,
                  linoleum, and most other flooring surfaces; and
         o        laundry additives and solutions.

We also manufacture and market a line of waterproofing products for wood,
concrete and stonework, and we distribute a line of water based clear and tinted
wood stain products.

         We market our products under brand names, including: "Renew 4000",
"Green Dolphin Non-Slip", "Protection Plus 2000", "Fire Sate 108 Wood", "Penta
Seal 6F", "Shield Kote", "G. D. Orange Cleaner/Degreaser", "Turbo Clean", "G. D.
Graffiti Remover", "Enviro-Zyme", "Liquid Enzyme", "Enviro-Kleen Super",
"Pure-N-Fresh", "Air-O-Clean", "Acryla-Seal", "Super-Seal", "G. D. 5000
Pure-Kleen", "G. D. 3000 Architectural Protectant", "Fabric Fresh 101", "Fabric
Fresh 201" and "Renew-Low Suds".

         We have targeted large institutional operations where optimal
environments are required, such as hospitals and hotels, as well as high volume
human traffic areas such as transit systems, government buildings and industrial
and retail installations as the primary markets for our ceiling and wall
cleaning, fabric protection, fire retardation, waterproofing, graffiti removal,
smoke and odor eliminators and non-slip treatments. We market our line of
sealants and stains through retail home improvement outlets, including Wal-Mart,
Home Depot, Castle Hardware and Sears. We are also developing a network of sales
agents and distributors to market our products to laundries and dry cleaners. To
date, a substantial portion of our revenues is generated through the sales
efforts of Green Dolphin (Canada), a related-party with exclusive marketing
rights for our products in Canada.

         Our executive offices are located at 7160 Small Creek Way Drive,
Powell, Tennessee 37849, and our telephone number is (865) 947-0298. References
in this prospectus to "Green Dolphin", "we", "us" and "our" are to Green Dolphin
Systems Corporation, a Delaware corporation, and its wholly-owned subsidiary
Green Dolphin Systems Corp., a Nevada corporation.


                           FORWARD LOOKING STATEMENTS

         This prospectus contains forward-looking statements. These
forward-looking statements are subject to risks and uncertainties and other
factors that may cause our actual results, performance or achievements to be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. You should not unduly rely on these
statements. Forward-looking statements involve assumptions and describe our
plans, strategies, and expectations. You can generally identify a
forward-looking statement by words such as may, will, should, expect,
anticipate, estimate, believe, intend, contemplate or project.

         With respect to any forward-looking statement that includes a statement
of its underlying assumptions or bases, we caution that, while it believes such
assumptions or bases to be reasonable and has formed them in good faith, assumed
facts or bases almost always vary from actual results, and the differences

                                       3
<PAGE>
between assumed facts or bases and actual results can be material depending on
the circumstances. When, in any forward-looking statement, we express an
expectation or belief as to future results, that expectation or belief is
expressed in good faith and is believed to have a reasonable basis, but there
can be no assurance that the stated expectation or belief will result or be
achieved or accomplished. All subsequent written and oral forward-looking
statements attributable to us, or anyone acting on our behalf, are expressly
qualified in their entirety by the cautionary statements. We do not undertake
any obligations to publicly release any revisions to any forward-looking
statements to reflect events or circumstances after the date of this report or
to reflect unanticipated events that may occur.


             RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS

         Our future results of operations involve a number of risks and
uncertainties. The following paragraphs discuss a number of risks that could
impact the company's financial condition and results of operations.

WE HAVE ONLY RECENTLY COMMENCED REVENUE-PRODUCING OPERATIONS, AND THE LIMITED
INFORMATION AVAILABLE ABOUT US MAKES AN EVALUATION OF US DIFFICULT

         We have conducted limited operations, and we have little operating
history that permits you to evaluate our business and our prospects based on
prior performance. You must consider your investment in light of the risks,
uncertainties, expenses and difficulties that are usually encountered by
companies in their early stages of development, particularly those engaged in
Internet commerce. There can be no assurance that we will successfully address
such risks, and the failure to do so could have a material adverse effect on our
business, financial condition and results of operations.

WE MAY UNABLE TO CONTINUE AS A GOING CONCERN

         Our ability to continue as a going concern is dependent on our ability
to raise funds to implement and develop our business plan. Our financial
condition could inhibit our ability to achieve our business plan, due to current
operations that are reflecting substantial losses. The future prospect of our
profitability is severely in doubt.

LACK OF FUNDING WILL ADVERSELY AFFECT OUR ABILITY TO GENERATE REVENUES.

         Implementation of our business plan is dependent on our ability to
raise debt or equity funding. Currently there are no sources for such funding.
There are significant risks, difficulties, delays and unforeseen expenses
related to development stage companies, such as ours, with little or no
operating history. Constraints we face due to a lack of funding include:

         -  inability to generate necessary revenue to operate for the next 12
            months or thereafter;
         -  advertising and marketing costs that may exceed our current
            estimates;
         -  inability to acquire sufficient inventory to meet customer needs;
         -  unanticipated development expenses; and
         -  our ability to generate sufficient revenues to offset the
            substantial costs of operating our business.

WE MUST DEVELOP A NETWORK OF DISTRIBUTORS AND SALES AGENTS FOR OUR PRODUCTS OR
OUR REVENUES WILL NOT GROW

         Our success depends upon achieving market penetration with our
products. In order to do so, we must develop a network of distributors and sales
agents. While we have recently engaged several consultants to assist us in

                                       4
<PAGE>
expanding the number of distributors and agents marketing our products, unless
we can attract and retain distributors and sales agents for out products, and
unless they are successful in marketing our products, our revenues will not grow
and we will not generate meaningful profits.

IF REVENUES FROM A RELATED PARTY DECLINE, OUR CASH FLOW AND FINANCIAL CONDITION
WILL BE ADVERSELY AFFECTED

         We currently depend upon revenues received from Green Dolphin (Canada),
a related party, for approximately 30% of our total revenues. Revenues from
Green Dolphin (Canada) accounted for over 50% of our revenues for the year ended
December 31, 2002. While we have been able to somewhat diversify our customer
base, in the event revenues from Green Dolphin (Canada) continue to decline and
we cannot replace those revenues with other revenues or sources of funding, we
will have to curtail or cease operations.

WE HAVE LOSSES FROM OPERATIONS, A CASH FLOW DEFICIT AND AN ACCUMULATED DEFICIT,
AND WE MAY NEVER GENERATE MEANINGFUL PROFITS

         We have suffered losses from operations of $(53,372) and $(93,505) for
each of the years ended December 31, 2002 and 2001, and for the three months
ended March 31, 2002. In addition, at March 31, 2003, we had a working capital
deficit of $201, 090, and an accumulated deficit of $(328,903). It is likely
that losses will continue until such time, as we are able to generate a level of
revenue sufficient to offset these continuing early-phase expenditures. While we
are optimistic that a market for our products will develop, there can be no
assurance that we will be able to successfully implement our business strategy,
that our revenues will increase substantially in the future, or that we will
ever be able to achieve significant profitable operations.

IF OUR PRODUCTS DO NOT SATISFY OUR CUSTOMERS' NEEDS, WE WILL FAIL AND INVESTORS
WILL LOSE THEIR INVESTMENTS

         Our success will depend upon the success of our products in meeting
targeted performance and cost objectives, and upon their timely introduction
into the marketplace. We will be required to commit considerable time, effort
and resources to develop new products and develop product enhancements. We can
provide no assurance that our products will be accepted in the marketplace or
that they will satisfactorily perform the functions that our customers
anticipate or that they will meet applicable price or performance objectives.

SEVERE COMPETITION MAY PREVENT OUR SUCCESS

          While (most) (all) (some) of our products are proprietary and we
believe that they are superior to those of our competitors, there are many
products in the marketplace that perform the functions that our products
perform. Many competitive products are supported by well financed marketing
programs that make our ability to compete against them more difficult and
expensive. Our limited financial resources will adversely impact on our ability
to gain a meaningful market share for our products. If we cannot compete against
similar products in the marketplace, we not achieve profitable operations.

START-UP EXPENSES AND FUTURE LOSSES WILL ADVERSELY AFFECT OUR OPERATIONS.

         Because of significant up-front expenses, including inventory,
operations and other expenses required to develop our business, we anticipates
that we may incur losses until such time, if any, as revenues are sufficient to
cover operating costs. Future losses are likely before our operations become
profitable. As a result of our lack of operating history, you will have no basis
upon which to accurately forecast our:

                                       5
<PAGE>
         -  Total assets, liabilities, and equity;
         -  Total revenues;
         -  Gross and operating margins; and
         -  Labor costs.

         Accordingly, our proposed business plans may not either materialize or
prove successful, and we may never be profitable.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We do not presently intend to pay dividends on our common stock.
Telecom has never paid dividends on our common stock and does not presently
intend to pay cash dividends on our common stock. Any future decisions as to the
payment of dividends will be at the discretion of our Board of Directors,
subject to applicable law.

WE DEPEND ON THE CONTINUED SERVICES OF OUR EXECUTIVE OFFICERS AND ON OUR ABILITY
TO ATTRACT AND MAINTAIN OTHER QUALIFIED EMPLOYEES

         Our future success depends on the continued services of Nicholas
Plessas, our President and Chief Executive Officer. The loss of any of their
services would be detrimental to us and could have a material adverse effect on
our business, financial condition and results of operations. We do not currently
maintain key-man insurance on their lives. Our future success is also dependent
on our ability to identify, hire, train and retain other qualified managerial
and other employees. Competition for these individuals is intense and
increasing. We may not be able to attract, assimilate, or retain qualified
technical and managerial personnel and our failure to do so could have a
material adverse effect on our business, financial condition and results of
operations.

OUR COMMON STOCK IS THINLY TRADED AND AN ACTIVE AND VISIBLE TRADING MARKET FOR
OUR COMMON STOCK MAY NOT DEVELOP

         Our common stock is currently traded on a limited basis on the
Over-the-Counter Bulletin Board under the symbol "GDLS." The quotation of our
common stock on the OTCBB does not assure that a meaningful, consistent and
liquid trading market currently exists. We cannot predict whether a more active
market for our common stock will develop in the future. In the absence of an
active trading market:

         -  investors may have difficulty buying and selling or obtaining market
            quotations;
         -  market visibility for our common stock may be limited; and
         -  a lack of visibility for our common stock may have a depressive
            effect on the market price for our common stock.

THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE COULD HAVE A DEPRESSIVE EFFECT ON
THE MARKET PRICE FOR OUR COMMON STOCK

         As of the date of this prospectus, there are 21,848,700 shares of
common stock issued and outstanding.

         Of the currently issued and outstanding shares, 11,385,640 restricted
shares (including 8,385,000 shares held by affiliates) of common stock have been
held for in excess of one year and are currently available for public resale
pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). Of these

                                       6
<PAGE>
shares, 3,000,640 shares have been held by non-affiliates for over two years
and, accordingly, are available for public resale without restriction. Unless
registered on a form other than Form S-8, the resale of our shares of Common
Stock owned by officers, directors and affiliates is subject to the volume
limitations of Rule 144. In general, Rule 144 permits our shareholders who have
beneficially owned restricted shares of common stock for at least one year to
sell without registration, within a three-month period, a number of shares not
exceeding one percent of the then outstanding shares of common stock.
Furthermore, if such shares are held for at least two years by a person not
affiliated with us (in general, a person who is not one of our executive
officers, directors or principal shareholders during the three-month period
prior to resale), such restricted shares can be sold without any volume
limitation.

         Sales of our common stock under Rule 144 or pursuant to such
registration statement may have a depressive effect on the market price for our
common stock.

         IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER,
WE CANNOT PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS
PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS
AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION
WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE.


                            SELLING SECURITY HOLDERS

BACKGROUND

         This prospectus covers the resale of 1,950,000 shares or our common
stock that we have issued to three consultants in accordance with the terms of
consulting agreements we have entered into. A description of the consulting
agreements follows.

Agreement with John S. Trainor

         On May 20, 2003, we entered into a Consulting Agreement with John S.
Trainor. The agreement is for a term of one year. Under the agreement, Mr.
Trainor has been engaged to facilitate the identification and retention of
international sales agents to represent our products in the Caribbean and
Europe. Mr. Trainor will be responsible for qualifying prospective sales agents
based upon their existing distribution base, technical knowledge and reputation.
For his services, we issued Mr. Trainor 800,000 shares of our common stock, and
agreed to register those shares on the Form S-8 registration statement forming a
part of this prospectus.

Agreement with Rodger J. Cowan

         On May 20, 2003, we entered into a Consulting Agreement with Rodger J.
Cowan. The agreement is for a term of one year. Under the agreement, Mr. Cowan
has been engaged to develop a network of distributors for our products
throughout North America. Mr. Cowan will conduct demonstrations, training and
promotions detailing the benefits of our products to prospective distributors.
He will also serve as a technical support liaison to the distribution network.
For his services, we issued Mr. Cowan 650,000 shares of our common stock, and
agreed to register those shares on the Form S-8 registration statement forming a
part of this prospectus.

Agreement with John Maxwell

         On May 20, 2003, we entered into a Consulting Agreement with John
Maxwell. The agreement is for a term of one year. Under the agreement, Mr.
Maxwell has been engaged to develop a network of laundry and dry cleaning

                                       7
<PAGE>
distributors to offer our products throughout North America. Mr. Maxwell will
attend various laundry and dry cleaning trade shows where he will promote,
introduce and supply samples of our products. For his services, we issued Mr.
Maxwell 500,000 shares of our common stock, and agreed to register those shares
on the Form S-8 registration statement forming a part of this prospectus.

Resales by the Consultants

         The following table sets forth the:

         -   name of each selling security holder,
         -   amount of common stock owned beneficially, directly or indirectly,
             by each selling security holder,
         -   maximum amount of shares to be offered by the selling security
             holders pursuant to this prospectus,
         -   amount of common stock to be owned by each selling security holder
             following sale of the shares, and
         -   percentage of our common stock to be owned by each selling security
             holder following completion of this offering (based on 21,848,700
             shares of our common stock outstanding as of the date of this
             prospectus).

         Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities, which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares, no
estimate can be given as to the number of shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the shares owned by them which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.
                                                              Percentage
                                              Shares to be    to be Owned
Name of Selling     Number of     Shares to    Owned After       After
Security Holder   Shares Owned   be Offered     Offering       Offering
---------------   ------------   ----------   ------------    -----------

John S. Trainor       800,000      800,000            -0-         0%
Rodger J. Cowan       650,000      650,000            -0-         0%
John Maxwell          500,000      500,000            -0-         0%


                              PLAN OF DISTRIBUTION

         The shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or

                                       8
<PAGE>
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holders in connection with sales of securities.

         The selling security holders may sell shares in one or more of the
following methods, which may include crosses or block transactions:

         -   through the "pink sheets", on the over-the-counter Bulletin Board,
             or on such exchanges or over-the-counter markets on which our
             shares may be listed from time-to-time, in transactions which may
             include special offerings, exchange distributions and/or secondary
             distributions, pursuant to and in accordance with the rules of such
             exchanges;

         -   in transactions other than on such exchanges or in the
             over-the-counter market, or a combination of such transactions,
             including sales through brokers, acting as principal or agent,
             sales in privately negotiated transactions, or dispositions for
             value, subject to rules relating to sales by affiliates; or

         -   through the writing of options on our shares, whether or not such
             options are listed on an exchange, or other transactions requiring
             delivery of our shares, or the delivery of our shares to close out
             a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. Information as
to whether an underwriter(s) who may be selected by the selling security
holders, or any other broker-dealer, is acting as principal or agent for the
selling security holders, the compensation to be received by underwriters who
may be selected by the selling security holders, or any broker-dealer, acting as
principal or agent for the selling security holders and the compensation to be
received by other broker-dealers, in the event the compensation of other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including the supplement, if any, to any
person who purchases any of the shares from or through a dealer or broker.

         We have advised the selling security holders that, at the time a resale
of the shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.

         We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.

         Sales of securities by the selling security holders or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.

                                       9
<PAGE>
                            DESCRIPTION OF SECURITIES

General
-------

         The following description of our capital stock and provisions of our
Certificate of Incorporation is a summary thereof and is qualified by reference
to our Certificate of Incorporation, copies of which may be obtained upon
request. Our authorized capital consists of 100,000,000 shares of common stock,
par value $.001 per share, of which 21,848,700 shares are issued and
outstanding.

Common Stock
------------

         Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds,
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.

         Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.

Transfer Agent and Registrar
----------------------------

         The transfer agent and registrar for our common stock is Interstate
Transfer Company, 6084 South 900 East, Suite 101, Slat Lake City, UT 84121. The
telephone number is (801) 281-9746.


                                     EXPERTS

         The consolidated financial statements of Green Dolphin Systems
Corporation as of December 31, 2002, and for the two years then ended, appearing
in our Annual Report on Form 10-KSB for the year ended December 31, 2002 have
been audited by Rodefer Moss & Co., PLLC, Certified Public Accountant, as set
forth in their report thereon and are incorporated by reference in reliance upon
the authority of such firm as experts in auditing


                                 INDEMNIFICATION

         Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending, or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.

         A corporation may indemnify against expenses, including attorney's
fees, and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of this suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the

                                       10
<PAGE>
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.

         In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which this action was brought determines that the person is reasonably entitled
to indemnity for expenses.

         Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses, including attorney's fees, actually and
reasonably incurred by him or her.

         Our Certificate of Incorporation provides that we "shall, to the
fullest extent permitted by the provisions of Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom is shall have power to
indemnify under said section from and against any and all expenses, liabilities,
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as a action
in his official capacity and as to action in another capacity while holding such
office and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrations of such a person."

         Article V of our By-Laws provides that we "shall, to the fullest extent
permitted by the laws of the state of incorporation, indemnify any and all
persons whom it shall have power to indemnify against any and all of the costs,
expenses, liabilities or other matters incurred by them by reason of having been
officers or directors of the Corporation, any subsidiary of the Corporation or
of any other corporation for which he acted as officer or director at the
request of the Corporation."

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       11
<PAGE>
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------   ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         -   Quarterly report on Form 10-QSB filed on May 15, 2003, as
             subsequently amended
         -   Annual Report on Form 10-KSB filed on April 15, 2003, as amended by
             filing on April 28, 2003

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Green Dolphin Systems
Corporation, 7160 Small Creek Way Drive, Powell, TN 37849.

Item 4.  Description of Securities
-------  -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus forming a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers
-------  -----------------------------------------

         Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending, or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.

         A corporation may indemnify against expenses, including attorney's
fees, and, except for an action by or in the name of the corporation, against

                                      II-1
<PAGE>
judgments, fines and amounts paid in settlement as part of this suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.

         In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which this action was brought determines that the person is reasonably entitled
to indemnity for expenses.

         Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses, including attorney's fees, actually and
reasonably incurred by him or her.

         Our Certificate of Incorporation provides that we "shall, to the
fullest extent permitted by the provisions of Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom is shall have power to
indemnify under said section from and against any and all expenses, liabilities,
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as a action
in his official capacity and as to action in another capacity while holding such
office and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrations of such a person."

         Article V of our By-Laws provides that we "shall, to the fullest extent
permitted by the laws of the state of incorporation, indemnify any and all
persons whom it shall have power to indemnify against any and all of the costs,
expenses, liabilities or other matters incurred by them by reason of having been
officers or directors of the Corporation, any subsidiary of the Corporation or
of any other corporation for which he acted as officer or director at the
request of the Corporation."

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-2
<PAGE>
Item 7.  Exemption From Registration Claimed
-------  -----------------------------------

         The shares covered by the prospectus forming a part of this
registration staement were issued to the consultants in reliance upon the
exemption afforded under Section 4(2) of the Securities Act of 1933, as amended,
and the rules and regulations thereunder. Each consultant had access to
information about us and had such knowledge and experience in financial and
business matters that he was capable of understanding the risks and merits of an
investment in our securities. The certificate evidencing the shares bears a
legend restricting transferability of the shares unless registered under the Act
or covered by an applicable exemption from registration.

Item 8.  Exhibits
-------  --------

10.1     Consulting Agreement with John S. Trainor*
10.2     Consulting Agreement with Rodger J. Cowan*
10.3     Consulting Agreement with John Maxwell*
23.1     Consent of Independent Certified Public Accountants*
------------------
*        Filed herewith.

Item 9.  Undertakings
-------  ------------

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (a)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (b)      To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (c)      To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or

                                      II-3
<PAGE>
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 against such liabilities (other than the payment by the
registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.



















                                      II-4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Powell, State of Tennessee, on June 27, 2003.

                                           GREEN DOLPHIN SYSTEMS CORPORATION


                                           By: /s/ Nicholas Plessas
                                              ----------------------------------
                                              Nicholas Plessas, President and
                                              Principal Executive Officer


                                POWER OF ATTORNEY

            Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Nicholas Plessas, and each of them,
with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution
for him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments (including
post effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys in fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to al intents and purposes as
he or she might or could do in person thereby ratifying and confirming all that
said attorneys in fact and agents, or any of them, or their, his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons, in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
         Signature                                   Title                                       Date
         ---------                                   -----                                       ----
<S>                                   <C>                                                    <C>
                                      Chief Executive Officer, President,
/s/ Nicholas Plessas                  Principal Executive Officer and Director               June 27, 2003
---------------------------
Nicholas Plessas

/s/ Maxwell Labrooy                   Vice President                                         June 27, 2003
------------------------
Maxwell Labrooy

/s/ William Kefalas                   Director                                               June 27, 2003
------------------------
William Kefalas

/s/ Dr. Adolph Hochstim               Director                                               June 27, 2003
----------------------------
Dr. Adolph Hochstim

/s/ Robert McDonald                   Director                                               June 27, 2003
------------------------
Robert McDonald
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "greendolphin_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 56019}]
{"company-data": {"conformed-name": "GREEN DOLPHIN SYSTEMS CORP", "cik": "0001110304", "assigned-sic": "8731", "irs-number": "880432539", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106727", "film-number": "03768799"}, "business-address": {"street1": "2338 W BEAVER CREEK RD", "city": "POWELL", "state": "TN", "zip": "37849", "phone": "8883798693"}, "mail-address": {"street1": "2338 W BEAVER CREEK ROAD", "city": "POWELL", "state": "TN", "zip": "37849"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2003

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                        GREEN DOLPHIN SYSTEMS CORPORATION
                        ---------------------------------
            (Exact name of registration as specified in its charter)

              Delaware                                    88-0432539
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           7160 Small Creek Way Drive
                                Powell, TN 37849
                                 (865) 947-0298
          (Address and Telephone Number of Principal Executive Offices)

                    Consulting Agreement with John S. Trainor
                    Consulting Agreement with Rodger J. Cowan
                     Consulting Agreement with John Maxwell
                            (Full Title of the Plan)

                                   Copies to:

        Nicholas Plessas                              James M. Schneider, Esq.
            President                                 Schneider Weinberger LLP
Green Dolphin Systems Corporation                    2499 Glades Road, Suite 108
   7160 Small Creek Way Drive                           Boca Raton, FL 33431
        Powell, TN 37849                                   (561) 362-9595
         (865) 947-0298                                 (561) 362-9612 (fax)
CALCULATION OF REGISTRATION FEE

                                          Proposed      Proposed
                                          maximum       maximum
                                          offering      aggregate     Amount of
  Title of securities      Amount to be   price per     offering    registration
   to be registered         registered      share         price          fee
--------------------------------------------------------------------------------
Common Stock, $.001
par value per share (1)     1,950,000       $.11        $214,500         $17.36
--------------------------------------------------------------------------------

(1)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act, and is calculated upon the average of the bid and asked
         price of the securities on the Over-the-Counter-Bulletin Board on June
         24, 2003.
Subject to Completion
                               Dated July 1, 2003

PROSPECTUS

                        GREEN DOLPHIN SYSTEMS CORPORATION

                        1,950,000 Shares of Common Stock
                                ($.001 par value)

         This prospectus forms a part of a registration statement, which
registers an aggregate of 1,950,000 shares of common stock for resale by three
consultants to whom we have issued the shares. Sales by each consultant may not
exceed 1% of our outstanding common stock every three months.

         Green Dolphin Systems Corporation is referred to in this prospectus as
"Green Dolphin," "we," "us" or "our." The 1,950,000 shares covered by this
prospectus are referred to as the "shares." The three consultants whose resales
are covered by this prospectus are sometimes referred to as the "selling
security holders."

         We will not receive any proceeds from sales of shares by selling
security holders.

                            ------------------------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                            ------------------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                  The date of this prospectus is June __ 2003.
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which forms Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to the Shares offered by this prospectus, reference is made to the
entire registration statement, including the exhibits thereto. Statements in
this prospectus as to any document are not necessarily complete, and where any
such documents is filed as an exhibit to the registration statement or is
incorporated therein by reference herein, each such statement is qualified in
its entirety by the provisions of the exhibit or other document to which
reference is made, for a full statement of the provisions thereof. A copy of the
registration statement, with exhibits, may be obtained from the Commission's
office in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charge or at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         -    Quarterly report on Form 10-QSB filed on May 15, 2003, as
              subsequently amended
         -    Annual Report on Form 10-KSB filed on April 15, 2003, as amended
              by filing on April 28, 2003

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Green Dolphin Systems
Corporation, 7160 Small Creek Way Drive, Powell, TN 37849.

                                       2
THE COMPANY

         Green Dolphin Systems Corporation develops, tests, produces and markets
a line of environmentally and user friendly specialty chemical products use
primarily in the following areas:

         o        cleaning and remediation of ceiling and wall tiles;
         o        fire retardants suitable for use on fabrics, wood and other
                  building materials;
         o        non-slip products suitable for use on tile, concrete,
                  linoleum, and most other flooring surfaces; and
         o        laundry additives and solutions.

We also manufacture and market a line of waterproofing products for wood,
concrete and stonework, and we distribute a line of water based clear and tinted
wood stain products.

         We market our products under brand names, including: "Renew 4000",
"Green Dolphin Non-Slip", "Protection Plus 2000", "Fire Sate 108 Wood", "Penta
Seal 6F", "Shield Kote", "G. D. Orange Cleaner/Degreaser", "Turbo Clean", "G. D.
Graffiti Remover", "Enviro-Zyme", "Liquid Enzyme", "Enviro-Kleen Super",
"Pure-N-Fresh", "Air-O-Clean", "Acryla-Seal", "Super-Seal", "G. D. 5000
Pure-Kleen", "G. D. 3000 Architectural Protectant", "Fabric Fresh 101", "Fabric
Fresh 201" and "Renew-Low Suds".

         We have targeted large institutional operations where optimal
environments are required, such as hospitals and hotels, as well as high volume
human traffic areas such as transit systems, government buildings and industrial
and retail installations as the primary markets for our ceiling and wall
cleaning, fabric protection, fire retardation, waterproofing, graffiti removal,
smoke and odor eliminators and non-slip treatments. We market our line of
sealants and stains through retail home improvement outlets, including Wal-Mart,
Home Depot, Castle Hardware and Sears. We are also developing a network of sales
agents and distributors to market our products to laundries and dry cleaners. To
date, a substantial portion of our revenues is generated through the sales
efforts of Green Dolphin (Canada), a related-party with exclusive marketing
rights for our products in Canada.

         Our executive offices are located at 7160 Small Creek Way Drive,
Powell, Tennessee 37849, and our telephone number is (865) 947-0298. References
in this prospectus to "Green Dolphin", "we", "us" and "our" are to Green Dolphin
Systems Corporation, a Delaware corporation, and its wholly-owned subsidiary
Green Dolphin Systems Corp., a Nevada corporation.

                           FORWARD LOOKING STATEMENTS

         This prospectus contains forward-looking statements. These
forward-looking statements are subject to risks and uncertainties and other
factors that may cause our actual results, performance or achievements to be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. You should not unduly rely on these
statements. Forward-looking statements involve assumptions and describe our
plans, strategies, and expectations. You can generally identify a
forward-looking statement by words such as may, will, should, expect,
anticipate, estimate, believe, intend, contemplate or project.

         With respect to any forward-looking statement that includes a statement
of its underlying assumptions or bases, we caution that, while it believes such
assumptions or bases to be reasonable and has formed them in good faith, assumed
facts or bases almost always vary from actual results, and the differences

                                       3
between assumed facts or bases and actual results can be material depending on
the circumstances. When, in any forward-looking statement, we express an
expectation or belief as to future results, that expectation or belief is
expressed in good faith and is believed to have a reasonable basis, but there
can be no assurance that the stated expectation or belief will result or be
achieved or accomplished. All subsequent written and oral forward-looking
statements attributable to us, or anyone acting on our behalf, are expressly
qualified in their entirety by the cautionary statements. We do not undertake
any obligations to publicly release any revisions to any forward-looking
statements to reflect events or circumstances after the date of this report or
to reflect unanticipated events that may occur.

             RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS

         Our future results of operations involve a number of risks and
uncertainties. The following paragraphs discuss a number of risks that could
impact the company's financial condition and results of operations.

WE HAVE ONLY RECENTLY COMMENCED REVENUE-PRODUCING OPERATIONS, AND THE LIMITED
INFORMATION AVAILABLE ABOUT US MAKES AN EVALUATION OF US DIFFICULT

         We have conducted limited operations, and we have little operating
history that permits you to evaluate our business and our prospects based on
prior performance. You must consider your investment in light of the risks,
uncertainties, expenses and difficulties that are usually encountered by
companies in their early stages of development, particularly those engaged in
Internet commerce. There can be no assurance that we will successfully address
such risks, and the failure to do so could have a material adverse effect on our
business, financial condition and results of operations.

WE MAY UNABLE TO CONTINUE AS A GOING CONCERN

         Our ability to continue as a going concern is dependent on our ability
to raise funds to implement and develop our business plan. Our financial
condition could inhibit our ability to achieve our business plan, due to current
operations that are reflecting substantial losses. The future prospect of our
profitability is severely in doubt.

LACK OF FUNDING WILL ADVERSELY AFFECT OUR ABILITY TO GENERATE REVENUES.

         Implementation of our business plan is dependent on our ability to
raise debt or equity funding. Currently there are no sources for such funding.
There are significant risks, difficulties, delays and unforeseen expenses
related to development stage companies, such as ours, with little or no
operating history. Constraints we face due to a lack of funding include:

         -  inability to generate necessary revenue to operate for the next 12
            months or thereafter;
         -  advertising and marketing costs that may exceed our current
            estimates;
         -  inability to acquire sufficient inventory to meet customer needs;
         -  unanticipated development expenses; and
         -  our ability to generate sufficient revenues to offset the
            substantial costs of operating our business.

WE MUST DEVELOP A NETWORK OF DISTRIBUTORS AND SALES AGENTS FOR OUR PRODUCTS OR
OUR REVENUES WILL NOT GROW

         Our success depends upon achieving market penetration with our
products. In order to do so, we must develop a network of distributors and sales
agents. While we have recently engaged several consultants to assist us in

                                       4
expanding the number of distributors and agents marketing our products, unless
we can attract and retain distributors and sales agents for out products, and
unless they are successful in marketing our products, our revenues will not grow
and we will not generate meaningful profits.

IF REVENUES FROM A RELATED PARTY DECLINE, OUR CASH FLOW AND FINANCIAL CONDITION
WILL BE ADVERSELY AFFECTED

         We currently depend upon revenues received from Green Dolphin (Canada),
a related party, for approximately 30% of our total revenues. Revenues from
Green Dolphin (Canada) accounted for over 50% of our revenues for the year ended
December 31, 2002. While we have been able to somewhat diversify our customer
base, in the event revenues from Green Dolphin (Canada) continue to decline and
we cannot replace those revenues with other revenues or sources of funding, we
will have to curtail or cease operations.

WE HAVE LOSSES FROM OPERATIONS, A CASH FLOW DEFICIT AND AN ACCUMULATED DEFICIT,
AND WE MAY NEVER GENERATE MEANINGFUL PROFITS

         We have suffered losses from operations of $(53,372) and $(93,505) for
each of the years ended December 31, 2002 and 2001, and for the three months
ended March 31, 2002. In addition, at March 31, 2003, we had a working capital
deficit of $201, 090, and an accumulated deficit of $(328,903). It is likely
that losses will continue until such time, as we are able to generate a level of
revenue sufficient to offset these continuing early-phase expenditures. While we
are optimistic that a market for our products will develop, there can be no
assurance that we will be able to successfully implement our business strategy,
that our revenues will increase substantially in the future, or that we will
ever be able to achieve significant profitable operations.

IF OUR PRODUCTS DO NOT SATISFY OUR CUSTOMERS' NEEDS, WE WILL FAIL AND INVESTORS
WILL LOSE THEIR INVESTMENTS

         Our success will depend upon the success of our products in meeting
targeted performance and cost objectives, and upon their timely introduction
into the marketplace. We will be required to commit considerable time, effort
and resources to develop new products and develop product enhancements. We can
provide no assurance that our products will be accepted in the marketplace or
that they will satisfactorily perform the functions that our customers
anticipate or that they will meet applicable price or performance objectives.

SEVERE COMPETITION MAY PREVENT OUR SUCCESS

          While (most) (all) (some) of our products are proprietary and we
believe that they are superior to those of our competitors, there are many
products in the marketplace that perform the functions that our products
perform. Many competitive products are supported by well financed marketing
programs that make our ability to compete against them more difficult and
expensive. Our limited financial resources will adversely impact on our ability
to gain a meaningful market share for our products. If we cannot compete against
similar products in the marketplace, we not achieve profitable operations.

START-UP EXPENSES AND FUTURE LOSSES WILL ADVERSELY AFFECT OUR OPERATIONS.

         Because of significant up-front expenses, including inventory,
operations and other expenses required to develop our business, we anticipates
that we may incur losses until such time, if any, as revenues are sufficient to
cover operating costs. Future losses are likely before our operations become
profitable. As a result of our lack of operating history, you will have no basis
upon which to accurately forecast our:

                                       5
-  Total assets, liabilities, and equity;
         -  Total revenues;
         -  Gross and operating margins; and
         -  Labor costs.

         Accordingly, our proposed business plans may not either materialize or
prove successful, and we may never be profitable.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We do not presently intend to pay dividends on our common stock.
Telecom has never paid dividends on our common stock and does not presently
intend to pay cash dividends on our common stock. Any future decisions as to the
payment of dividends will be at the discretion of our Board of Directors,
subject to applicable law.

WE DEPEND ON THE CONTINUED SERVICES OF OUR EXECUTIVE OFFICERS AND ON OUR ABILITY
TO ATTRACT AND MAINTAIN OTHER QUALIFIED EMPLOYEES

         Our future success depends on the continued services of Nicholas
Plessas, our President and Chief Executive Officer. The loss of any of their
services would be detrimental to us and could have a material adverse effect on
our business, financial condition and results of operations. We do not currently
maintain key-man insurance on their lives. Our future success is also dependent
on our ability to identify, hire, train and retain other qualified managerial
and other employees. Competition for these individuals is intense and
increasing. We may not be able to attract, assimilate, or retain qualified
technical and managerial personnel and our failure to do so could have a
material adverse effect on our business, financial condition and results of
operations.

OUR COMMON STOCK IS THINLY TRADED AND AN ACTIVE AND VISIBLE TRADING MARKET FOR
OUR COMMON STOCK MAY NOT DEVELOP

         Our common stock is currently traded on a limited basis on the
Over-the-Counter Bulletin Board under the symbol "GDLS." The quotation of our
common stock on the OTCBB does not assure that a meaningful, consistent and
liquid trading market currently exists. We cannot predict whether a more active
market for our common stock will develop in the future. In the absence of an
active trading market:

         -  investors may have difficulty buying and selling or obtaining market
            quotations;
         -  market visibility for our common stock may be limited; and
         -  a lack of visibility for our common stock may have a depressive
            effect on the market price for our common stock.

THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE COULD HAVE A DEPRESSIVE EFFECT ON
THE MARKET PRICE FOR OUR COMMON STOCK

         As of the date of this prospectus, there are 21,848,700 shares of
common stock issued and outstanding.

         Of the currently issued and outstanding shares, 11,385,640 restricted
shares (including 8,385,000 shares held by affiliates) of common stock have been
held for in excess of one year and are currently available for public resale
pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). Of these

                                       6
shares, 3,000,640 shares have been held by non-affiliates for over two years
and, accordingly, are available for public resale without restriction. Unless
registered on a form other than Form S-8, the resale of our shares of Common
Stock owned by officers, directors and affiliates is subject to the volume
limitations of Rule 144. In general, Rule 144 permits our shareholders who have
beneficially owned restricted shares of common stock for at least one year to
sell without registration, within a three-month period, a number of shares not
exceeding one percent of the then outstanding shares of common stock.
Furthermore, if such shares are held for at least two years by a person not
affiliated with us (in general, a person who is not one of our executive
officers, directors or principal shareholders during the three-month period
prior to resale), such restricted shares can be sold without any volume
limitation.

         Sales of our common stock under Rule 144 or pursuant to such
registration statement may have a depressive effect on the market price for our
common stock.

         IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER,
WE CANNOT PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS
PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS
AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION
WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE.

                            SELLING SECURITY HOLDERS

BACKGROUND

         This prospectus covers the resale of 1,950,000 shares or our common
stock that we have issued to three consultants in accordance with the terms of
consulting agreements we have entered into. A description of the consulting
agreements follows.

Agreement with John S. Trainor

         On May 20, 2003, we entered into a Consulting Agreement with John S.
Trainor. The agreement is for a term of one year. Under the agreement, Mr.
Trainor has been engaged to facilitate the identification and retention of
international sales agents to represent our products in the Caribbean and
Europe. Mr. Trainor will be responsible for qualifying prospective sales agents
based upon their existing distribution base, technical knowledge and reputation.
For his services, we issued Mr. Trainor 800,000 shares of our common stock, and
agreed to register those shares on the Form S-8 registration statement forming a
part of this prospectus.

Agreement with Rodger J. Cowan

         On May 20, 2003, we entered into a Consulting Agreement with Rodger J.
Cowan. The agreement is for a term of one year. Under the agreement, Mr. Cowan
has been engaged to develop a network of distributors for our products
throughout North America. Mr. Cowan will conduct demonstrations, training and
promotions detailing the benefits of our products to prospective distributors.
He will also serve as a technical support liaison to the distribution network.
For his services, we issued Mr. Cowan 650,000 shares of our common stock, and
agreed to register those shares on the Form S-8 registration statement forming a
part of this prospectus.

Agreement with John Maxwell

         On May 20, 2003, we entered into a Consulting Agreement with John
Maxwell. The agreement is for a term of one year. Under the agreement, Mr.
Maxwell has been engaged to develop a network of laundry and dry cleaning

                                       7
distributors to offer our products throughout North America. Mr. Maxwell will
attend various laundry and dry cleaning trade shows where he will promote,
introduce and supply samples of our products. For his services, we issued Mr.
Maxwell 500,000 shares of our common stock, and agreed to register those shares
on the Form S-8 registration statement forming a part of this prospectus.

Resales by the Consultants

         The following table sets forth the:

         -   name of each selling security holder,
         -   amount of common stock owned beneficially, directly or indirectly,
             by each selling security holder,
         -   maximum amount of shares to be offered by the selling security
             holders pursuant to this prospectus,
         -   amount of common stock to be owned by each selling security holder
             following sale of the shares, and
         -   percentage of our common stock to be owned by each selling security
             holder following completion of this offering (based on 21,848,700
             shares of our common stock outstanding as of the date of this
             prospectus).

         Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities, which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares, no
estimate can be given as to the number of shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the shares owned by them which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.
                                                              Percentage
                                              Shares to be    to be Owned
Name of Selling     Number of     Shares to    Owned After       After
Security Holder   Shares Owned   be Offered     Offering       Offering
---------------   ------------   ----------   ------------    -----------

John S. Trainor       800,000      800,000            -0-         0%
Rodger J. Cowan       650,000      650,000            -0-         0%
John Maxwell          500,000      500,000            -0-         0%

                              PLAN OF DISTRIBUTION

         The shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or

                                       8
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holders in connection with sales of securities.

         The selling security holders may sell shares in one or more of the
following methods, which may include crosses or block transactions:

         -   through the "pink sheets", on the over-the-counter Bulletin Board,
             or on such exchanges or over-the-counter markets on which our
             shares may be listed from time-to-time, in transactions which may
             include special offerings, exchange distributions and/or secondary
             distributions, pursuant to and in accordance with the rules of such
             exchanges;

         -   in transactions other than on such exchanges or in the
             over-the-counter market, or a combination of such transactions,
             including sales through brokers, acting as principal or agent,
             sales in privately negotiated transactions, or dispositions for
             value, subject to rules relating to sales by affiliates; or

         -   through the writing of options on our shares, whether or not such
             options are listed on an exchange, or other transactions requiring
             delivery of our shares, or the delivery of our shares to close out
             a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. Information as
to whether an underwriter(s) who may be selected by the selling security
holders, or any other broker-dealer, is acting as principal or agent for the
selling security holders, the compensation to be received by underwriters who
may be selected by the selling security holders, or any broker-dealer, acting as
principal or agent for the selling security holders and the compensation to be
received by other broker-dealers, in the event the compensation of other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including the supplement, if any, to any
person who purchases any of the shares from or through a dealer or broker.

         We have advised the selling security holders that, at the time a resale
of the shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.

         We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.

         Sales of securities by the selling security holders or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.

                                       9
DESCRIPTION OF SECURITIES

General
-------

         The following description of our capital stock and provisions of our
Certificate of Incorporation is a summary thereof and is qualified by reference
to our Certificate of Incorporation, copies of which may be obtained upon
request. Our authorized capital consists of 100,000,000 shares of common stock,
par value $.001 per share, of which 21,848,700 shares are issued and
outstanding.

Common Stock
------------

         Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds,
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.

         Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.

Transfer Agent and Registrar
----------------------------

         The transfer agent and registrar for our common stock is Interstate
Transfer Company, 6084 South 900 East, Suite 101, Slat Lake City, UT 84121. The
telephone number is (801) 281-9746.

                                     EXPERTS

         The consolidated financial statements of Green Dolphin Systems
Corporation as of December 31, 2002, and for the two years then ended, appearing
in our Annual Report on Form 10-KSB for the year ended December 31, 2002 have
been audited by Rodefer Moss & Co., PLLC, Certified Public Accountant, as set
forth in their report thereon and are incorporated by reference in reliance upon
the authority of such firm as experts in auditing

                                 INDEMNIFICATION

         Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending, or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.

         A corporation may indemnify against expenses, including attorney's
fees, and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of this suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the

                                       10
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.

         In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which this action was brought determines that the person is reasonably entitled
to indemnity for expenses.

         Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses, including attorney's fees, actually and
reasonably incurred by him or her.

         Our Certificate of Incorporation provides that we "shall, to the
fullest extent permitted by the provisions of Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom is shall have power to
indemnify under said section from and against any and all expenses, liabilities,
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as a action
in his official capacity and as to action in another capacity while holding such
office and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrations of such a person."

         Article V of our By-Laws provides that we "shall, to the fullest extent
permitted by the laws of the state of incorporation, indemnify any and all
persons whom it shall have power to indemnify against any and all of the costs,
expenses, liabilities or other matters incurred by them by reason of having been
officers or directors of the Corporation, any subsidiary of the Corporation or
of any other corporation for which he acted as officer or director at the
request of the Corporation."

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       11
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------   ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         -   Quarterly report on Form 10-QSB filed on May 15, 2003, as
             subsequently amended
         -   Annual Report on Form 10-KSB filed on April 15, 2003, as amended by
             filing on April 28, 2003

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Green Dolphin Systems
Corporation, 7160 Small Creek Way Drive, Powell, TN 37849.

Item 4.  Description of Securities
-------  -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus forming a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers
-------  -----------------------------------------

         Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending, or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.

         A corporation may indemnify against expenses, including attorney's
fees, and, except for an action by or in the name of the corporation, against

                                      II-1
judgments, fines and amounts paid in settlement as part of this suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.

         In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which this action was brought determines that the person is reasonably entitled
to indemnity for expenses.

         Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses, including attorney's fees, actually and
reasonably incurred by him or her.

         Our Certificate of Incorporation provides that we "shall, to the
fullest extent permitted by the provisions of Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom is shall have power to
indemnify under said section from and against any and all expenses, liabilities,
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as a action
in his official capacity and as to action in another capacity while holding such
office and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrations of such a person."

         Article V of our By-Laws provides that we "shall, to the fullest extent
permitted by the laws of the state of incorporation, indemnify any and all
persons whom it shall have power to indemnify against any and all of the costs,
expenses, liabilities or other matters incurred by them by reason of having been
officers or directors of the Corporation, any subsidiary of the Corporation or
of any other corporation for which he acted as officer or director at the
request of the Corporation."

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-2
Item 7.  Exemption From Registration Claimed
-------  -----------------------------------

         The shares covered by the prospectus forming a part of this
registration staement were issued to the consultants in reliance upon the
exemption afforded under Section 4(2) of the Securities Act of 1933, as amended,
and the rules and regulations thereunder. Each consultant had access to
information about us and had such knowledge and experience in financial and
business matters that he was capable of understanding the risks and merits of an
investment in our securities. The certificate evidencing the shares bears a
legend restricting transferability of the shares unless registered under the Act
or covered by an applicable exemption from registration.

Item 8.  Exhibits
-------  --------

10.1     Consulting Agreement with John S. Trainor*
10.2     Consulting Agreement with Rodger J. Cowan*
10.3     Consulting Agreement with John Maxwell*
23.1     Consent of Independent Certified Public Accountants*
------------------
*        Filed herewith.

Item 9.  Undertakings
-------  ------------

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (a)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (b)      To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (c)      To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or

                                      II-3
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 against such liabilities (other than the payment by the
registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Powell, State of Tennessee, on June 27, 2003.

                                           GREEN DOLPHIN SYSTEMS CORPORATION

                                           By: /s/ Nicholas Plessas
                                              ----------------------------------
                                              Nicholas Plessas, President and
                                              Principal Executive Officer

                                POWER OF ATTORNEY

            Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Nicholas Plessas, and each of them,
with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution
for him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments (including
post effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys in fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to al intents and purposes as
he or she might or could do in person thereby ratifying and confirming all that
said attorneys in fact and agents, or any of them, or their, his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons, in the capacities and on the
dates indicated.
Signature                                   Title                                       Date
         ---------                                   -----                                       ----
Chief Executive Officer, President,
/s/ Nicholas Plessas                  Principal Executive Officer and Director               June 27, 2003
---------------------------
Nicholas Plessas

/s/ Maxwell Labrooy                   Vice President                                         June 27, 2003
------------------------
Maxwell Labrooy

/s/ William Kefalas                   Director                                               June 27, 2003
------------------------
William Kefalas

/s/ Dr. Adolph Hochstim               Director                                               June 27, 2003
----------------------------
Dr. Adolph Hochstim

/s/ Robert McDonald                   Director                                               June 27, 2003
------------------------
Robert McDonald