10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-31233

GREEN DOLPHIN SYSTEMS CORPORATION

(Name of Small Business in its charter)

DELAWARE 88-0432539

(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)

3702 Neal Drive, Ste. 102, Knoxville, TN 37918

(Address of principal executive offices) (Zip Code)

Issuer's Telephone number: (888) 379-8693

Securities registered Under Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Act:

None

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $608,099

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and ask price of such common equity, as of a specified date within the past 60 days: $452,605

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 30,173,700 common shares as of June 2, 2006.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Green Dolphin is in the business of developing, testing, producing and marketing a line of specialty chemical products used for ceiling and wall cleaning, fabric protection, fire retardation, graffiti removal, smoke and odor elimination, mold and mildew control and sanitization and laundry and dry cleaning solutions. The Company also engages in applications of fire retardants, sealants, as well as, walls and ceiling cleaning and restoration. References in this report to "Green Dolphin Nevada" are to a Nevada corporation whose operations we acquired in March 2000, and references to "Green Dolphin Delaware" are to Green Dolphin Systems Corporation, the registrant. References to "Green Dolphin Canada" are to a Canadian corporation, an affiliate through common ownership and control.

Principal products or services and their markets.

The Company's products, by brand name, are as follows:

"RENEW 4000" - ceiling tile and wall restorer

"FIRE SAFE 108 WOOD" - fire retardant for wood

"FIRE SAFE 701 FABRIC" - fire retardant for fabrics

"G.D. ORANGE CLEANER/DEGREASER" - all-purpose cleaner/degreaser

"TURBO KLEEN" - concrete and stonework cleaner

"G.D. GRAFFITI REMOVER" - graffiti remover for protein and ink stains.

"ENVIRO-ZYME" - active enzyme bacteria to eliminate smoke and odor from cellulose materials

"DELTA ENZYME" - high concentrate of enzyme bacteria to eliminate malodors and pathogens in drains, septic tanks, and drainage tanks

"PURE-N-FRESH" - odor eliminator for compactors, waste receptacles and recycling bins

"AIR-O-KLEEN" - smoke and odor eliminator for airborne malodor and bacteria

"ULTRA OXI RENEW" - oxygen activated stain remover

"FABRIC FRESH 101" - smoke and odor eliminator for laundry

The business was focused on increasing the number of dealership of walls and ceiling cleaning/restoration in the US where the number increased to 24 from 20 in 2004, while the product distribution in North America continues on a limited basis. The company maintains a core list of customers that rely on the supply of Fire Safe products, and the annual sales have remained consistent. The walls and ceiling and fire retardant application segments are stable, and produce favorable margins for the company.

Distribution Methods of the Products:

Green Dolphin uses four channels of distribution for its products and services.

1. Dealers: Green Dolphin continues to be engaged in establishing a network of Dealers appointed to distribute Green Dolphin products and services in various geographic areas. Dealers sell, hire and train crews to install the products for end users. To date, twenty dealers have been appointed.

2. International: Sales Agency Agreement between Green Dolphin Systems Corporation and Green Dolphin Systems (Canada) which was signed on March 17, 2000. Green Dolphin Systems Canada is a related corporation which produced approximately 65% of all the Company's sales in 2005.

Competition:

Green Dolphin faces rigorous competition on many fronts due to the wide range of product categories across many target segments. The total sales of $608,099 in 2005 do not represent market share of any significance in any target segments.

Green Dolphin is at a competitive disadvantage due to the small sales volume, minimal capitalization which prevents them from launching effective marketing and advertising campaign to penetrate the market and build the brand. It is unlikely that Green Dolphin will be able overcome its competitive disadvantages or establish a significant impact on the markets for the products it distributes in the foreseeable future.

The Company manufactures approximately eight of its products in house and relies on third-party contract blenders to produce the rest. Greenway Chemical, Knoxville, Tennessee blends Renew 4000, Orange Cleaner Degreaser, Turbo Kleen, Graffiti Remover, Delta Enzyme, Enviro-Kleen Super and Enviro-Zyme. Crown Chemical, Mississauga, Ontario blends all of those products plus Air-O-Kleen, as well as, the laundry products (Ultra Oxi Renew detergent, Fabric Fresh).

There are no written contracts in place with these producers. The blending is done on an order contract basis. The raw materials used in products are widely available from numerous sources. There are numerous manufacturers in the United States and Canada capable of producing those items not manufactured in house.

Green Dolphin does not foresee any difficulty in producing adequate product to meet demand in the foreseeable future.

Dependence on one or a few major customers:

Green Dolphin is primarily dependent on Green Dolphin Canada, a related entity, for the sale of its products. In 2005, approximately 65% of the Company's total sales were generated by Green Dolphin Canada. The Company is not dependent on any other major customers.

Patents, Trademarks, licenses, franchises, concessions, royalty agreements or labor contracts:

1. Patents. Adolph Hochstim was issued the following United States Patents: Permanent elimination of Nuclear Waste, Unites Stated patent No. 4,721,596 issued January 26, 1988. Fireproofing of Plastic Pipes and Plastic Conduits.

Flammadur E424 and Flammadur A77, United States Patent No. 4,721,256 issued January 2000. Hochstim is a member of the Board of Directors of Green Dolphin and has granted to the Company joint use of the patents. The license agreements require the Company to pay Hochstim a royalty of 7% of gross proceeds generated from products utilizing the patents. The Nuclear Waste Patent will be effective until 2007 and the Fireproofing of Plastic Pipes and Conduits patent will be effective until 2010.

2. Trademarks. The Company has the following Trademarks:

"Green Dolphin"

"Fire Safe 108 Wood"

"Fire Poly NP-30 Paint"

"Safe-n-Dry"

"Shield Kote"

"Secure-Step"

"Protection Plus 2000"

"Renew 4000"

"Enviro Oxi"

The name Green Dolphin has also been copyrighted. Green Dolphin is not party to any labor contracts.

Need for Governmental approval of Principal Products or services:

The Company is not required to obtain governmental approval for any of its products. Industry criteria have been established for products sold as fire-retardants, fabric soil and stain repellants, and cement adhesive binder and water-proofer. Independent testing has established that Green Dolphin products in these areas meet applicable criteria.

Effect of Existing or Probable Governmental Regulations on the Business:

The Company believes that its products comply with existing government regulations, however with the growing interest and concerns about the environment, the regulations and standards will become more and more stringent. The need for registration and/or certification will become more prevalent.

Costs and effects of compliance with environmental laws:

Green Dolphin does not anticipate that it will incur any costs in the foreseeable future in complying with any state, federal or local environmental laws or administrative regulations.

Research and Development Costs:

The Company has not spent any significant amount in Research and Development for its products and services during 2005.

Number of employees:

The Company presently has one full time and two part time employees employed at its Tennessee facility. An additional three full time and two part time persons are employed by Green Dolphin Canada.

ITEM 2. DESCRIPTION OF PROPERTY.

Green Dolphin owns no interest in any real property. During 2004, the Company conducted its business operations from two offices: a 2,400 square foot leased principal office located at 3702 Neal Drive, Ste. 102, Knoxville, TN 37918 and a 4,000 square foot leased location at 26 Voyager Court South, Etobicoke, which is in Toronto, Ontario, Canada.

The Knoxville facility contains executive offices and production space. The lease on this facility expires on November 30, 2006. Annual rent payments totaled $40,405 in 2005 - $15,761 (US office) and $24,644 (CAN office). The production facilities at both locations contain mixing containers, component inventory storage and operating space in which finished product is compounded. Both facilities contain equipment necessary to containerize and label the end products.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending legal proceedings against the Company, and none of our officers, directors or affiliates are a party adverse to us in any legal proceeding.

The Securities and Exchange Commission is presently conducting a private investigation of Green Dolphin in case number HO-9934 arising from the entry of an order on April 8, 2004 suspending trading of Green Dolphin common shares for a period of ten (10) days. This investigation has continued for nearly two years, during which Green Dolphin has attempted to provide all documents and testimony sought by the Staff of the Commission. We will continue to fully cooperate with the SEC in this matter. To date, no actions have been brought as a result of the investigation which is still pending.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders of Green Dolphin during the year 2005.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common stock commenced trading on the over-the-counter bulletin board under the symbol "GDLS.ob" on December 18, 2002. Trading in Green Dolphin shares was suspended for ten days on April 8, 2004 and when the suspension expired, trading resumed on the Pink Sheets quotation system. We have submitted, through a registered broker-dealer, updated materials to the NASD which are designed to meet the requirements of SEC Rule 15c2-11 under the Exchange Act in an attempt to obtain clearance for brokers to resume submitting bid and ask quotations for Green Dolphin shares on the OTCBB. The NASD comment process is continuing. No assurance can be given that trading of our shares on the OTCBB will be resumed, or if trading is permitted, when it may begin. The following table sets forth the high and low bid prices our common stock for each fiscal quarter, in 2005.

The bid prices are inter-dealer prices, without retail markup, markdown or commission, and do not reflect actual transactions.

Period	High Bid	Low Bid
January 1, 2005 - March 31, 2005	$0.12	$0.06
April 1, 2005 ­ June 30, 2005	$0.08	$0.04
July 1, 2005 - September 30, 2005	$0.06	$0.03
October 1, 2005 ­ December 31, 2005	$0.05	$0.01

As of June 2, 2006, there were approximately 153 holders of record of our Common Stock, with a total of 30,173,700 shares issued and outstanding.

We have not paid any dividends with respect to our Common Stock and we have no plan to pay any dividends in the foreseeable future. The Company intends to retain its earnings to support the growth and expansion of its business.

On January 28, 2005, we issued 6,600,000 shares of restricted common stock with a fair value of $198,000 or $0.03 per share to a Director and Officer for services rendered for the past four years to the Company.

On January 28, 2005, we issued 300,000 shares of restricted common stock with a fair value of $9,000 or $0.03 per share to three Directors (each receiving 100,000 shares) for services rendered to the Company.

On January 28, 2005, we issued 575,000 shares of restricted common stock with a fair value of $17,250 or $0.03 per share to nine consultants for services rendered to the Company.

On March 2, 2005, we issued 350,000 shares of restricted common stock with a fair value of $24,500 or $0.07 per share to Hollandale Farms Ltd. for research and development services rendered to the Company.

On May, 2005, we issued 500,000 shares of restricted common stock with a fair value of $35,000 or $0.07 per share to Max Labrooy for services rendered.

In June 2005, the Company entered into a Securities Exchange Agreement with Kettleby Soap Company Inc. in exchange for 8,000,000 shares. The Agreement was subsequently terminated in December 2005 for non-compliance with the terms of the Agreement. The shares issued in connection with this agreement were also returned and cancelled in January, 2006.

At the present time, 13,100,000 of these shares are held by the eight officers and directors of the Company. The remaining 17,613,700 shares are held by those who are not affiliates of Green Dolphin.

Of the 17,613,700 shares registered to those who are not officers, directors or controlling stockholders of the Company, 16,960,510 shares may be resold by their registered owners, without restriction, under the exemption from registration provided by Section 4(1) of the Securities Act of 1933 for transactions by persons other than issuer, underwriters or dealers, and the safe harbor for such sales provided by paragraph (k) of SEC Rule 144 under the Act.

We believe that though the 13,100,000 shares held by the eight officers, directors and controlling stockholders of the Company are not presently eligible to be sold without registration under paragraph (k) of Rule 144 because the registered owners of the shares are affiliates of Green Dolphin within the meaning of that provision, all of these eight stockholders have established the one-year holding period required as a condition for reliance on Rule 144 to afford safe harbor for the sale of limited quantities of the shares so long as they comply with the requirements of paragraphs (c), (e), (f) and (h) of the Rule, and specifically the requirement that they limit the quantity of shares to 1% of the issued and outstanding shares of the Company each quarter.

Sales of restricted shares under Rule 144 might have a depressive effect on the price at which Green Dolphin shares might trade.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The operating loss from inception in January 1999 through December 31, 2004 was $533,401, plus a non-cash charge of $234,000 to reflect the issuance of 1,950,000 shares of common stock in exchange for consulting services. The Company realized further operating losses of $432,894 during the twelve months ended December 31, 2005, which includes a non-cash transaction of $242,000 for Officers & Directors, and $41,750 for consulting services that reflect the issuance of 7,400,000 and 925,000 Common Shares, respectively. The gross margin in 2005 increased and improved compared to 2004 due to the company's change in focus to conducting more on-site application and selling more of the fire retardant products that have higher gross margins.

Green Dolphin Systems Corporation is in the business of distributing water based, environmental-, and user-friendly products in four primary areas:

(1) products for the cleaning and remediation of ceiling and wall tiles,

(2) fire retardants suitable for use on fabrics, wood and other building materials,

(3) oxygen activated stain remover, laundry detergent and additives, and

(4) general cleaning chemicals.

The breakdown of the gross revenue generated from each segment is as follows:

a. ceiling and wall tiles ­ 30%

b. fire retardants ­ 35%

c. laundry ­20%

d. general ­ 15%

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

Green Dolphin is working diligently to increase its revenues by focusing on the fundamentals. There is intent is to grow its market for ceiling and wall restorers, fire retardant and general products through grass-roots methods, such as direct face-to-face presentations, as well as, generally expanding the network of business associates.

At the present time, Green Dolphin does not have any substantial commitments for capital expenditures. It intends to operate on its current business plan, without substantial change or additional expenditures for the foreseeable future.

Billing and delivery policies are as follows:

International sales, which refers to sales outside of North America, are made to distributors pursuant to Exclusive Agency Distribution Agreements which require payment for the shipments by irrevocable letter of credit, certified checks or bank drafts before the items leave the plant.

They are shipped F.O.B. shipping point. Overseas Agents are responsible to assign their independent inspection service companies to inspect each shipment. North America sales are made F.O.B. shipping point, but are made subject to the right of the purchasers to inspect and either accept or reject damaged shipments within seven (7) days of receipt. Terms of payment on domestic shipments are 2% - 15 days, net ­ 30 days. On both domestic and off-shore shipments, revenues are recorded when the goods are shipped and the right of return has expired.

On both domestic and off-shore shipments, Green Dolphin's policy is to replace goods received in damaged condition. Over the last two years, Green Dolphin has been required to replace $688 in damaged goods. In light of the durability of the goods shipped, the resulting small return rate and the return rate that is likely to prevail in the future, no material change in our historical or future net income would, or is likely to result from the adoption of different revenue recognition or damaged goods policy.

There is no known fact which would cause the expenses of operation to increase more than corresponding increases in revenues. Though the volume of sales fluctuates somewhat from quarter to quarter, those fluctuations are not seasonal. They result from natural variations in selling success, which are typical of companies involved in product distribution.

The Company effected two Board Resolutions during the first quarter of 2005. The first Board Resolution was made effective as of January 28, 2005 to issue a total of 7,475,000 restricted common shares compensating the four Board members in lieu of cash for the work and consultation on the business development during the past four years. The majority of the shares were awarded to Mr. Nicholas Plessas for the inadequate income compensation during the past four years. There were nine additional individuals that have assisted and supported the Company over the past few years and they received shares in lieu of cash. The restricted common shares were issued on reliance for the exemption provided by Section 4(2) of the 1933 Act. The second Board Resolution was made effective as of March 2, 2005, and Hollandale Farms Ltd. was awarded 350,000 restricted common shares for the research and development and on-site training of two natural Green Dolphin products. The shares were issued on reliance on the exemption provided by Section 4(2) of the 1933 Act. The Board approved an issuance of 500,000 restricted commons share to Max Labrooy to compensate for services.

In June 2005, 8,000,000 shares were issued to Kettleby Soap Company in an Security Exchange Agreement, which was subsequently terminated and cancelled in December, 2005, and the shares were returned in January, 2006.

Off-Balance Sheet Transactions:

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Primary Risks of Operations:

Investment in Green Dolphin shares involves a high degree of risk arising from the following factors, among others:

(1) The uncertainty of additional financing;

(2) The start-up posture of the Company;

(3) The limited scope of the present market for the Company's products;

(4) The early stage of execution of its business plan;

(5) The lack of voluntary adoption of certain safeguards, including creation of an audit committee, adherence to director independence standards and adoption of a Code of Ethics, may not provide protections to investors that adoption of these and other corporate governance measures might provide; and

(6) As a result of its small sales volume, minimal capitalization, its limited sales force and production capacity, its over-all lack of exposure in the relevant markets, and its inability to pay for substantial advertising, it is unlikely that Green Dolphin will be able overcome its competitive disadvantages or establish a significant impact on the markets for the products it distributes in the foreseeable future.

ITEM 7. FINANCIAL STATEMENTS.

Included herein are the audited balance sheet of Green Dolphin Systems Corporation as of December 31, 2005, and the related statements of operations, changes in stockholders' equity and cash flows for the two years then ended.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders

Green Dolphin Systems Corporation

Knoxville, Tennessee

We have audited the accompanying consolidated balance sheet of Green Dolphin Systems Corporation as of December 31, 2005, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2005, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rotenberg & Co., llp

Rotenberg & Co., llp

Rochester, New York

July 12, 2006

GREEN DOLPHIN SYSTEMS CORPORATION

Balance Sheets

December 31, 2005 and 2004

ASSETS	2005	2004
Current Assets
Cash	$ 25,448	$ 27,041
Accounts receivable, net	28,660	12,372
Inventory Security Deposit	37,522 1,250	27,236 0
Total current assets	92,880	66,649
Property and equipment, net	472	1,062
Other Assets
Trademarks and copyrights, net of amortization of $131,669 and $111,669 respectively	168,331	188,331
Total assets	$ 261,683	$ 256,042
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Lines of Credit Accounts payable	53,968 67,585	$ - 0 ­ 20,971
Accrued expenses	2,242	1,318
Due to related companies	464,127	410,848
Total current liabilities	587,922	433,137
Capital stock ($0.001 par value, 100,000,000 shares authorized, 30,173,700 and 21,848,700 issued and outstanding respectively)	30,174	21,849
Additional paid-in capital	843,882	568,457
Accumulated deficit	(1,200,295)	(767,401)
Total stockholders' equity (deficit)	(326,239)	(177,095)
Total liabilities and stockholders' equity (deficit)	$ 261,683	$ 256,042

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Operations

Years Ended December 31, 2005 and 2004

2005 2004

Sales

Related party	$398,683	$401,756
Other	209,416	253,964
Total Sales	608,099	655,720
Cost of sales	217,180	439,364
Gross margin	390,919	216,356
General and administrative expenses Officers & Directors	581,813 242,000	308,048 - 0 -
Net loss before income taxes	(432,894)	(91,692)
Income taxes	- 0 -	- 0 -
Net Income (Loss)	$(432,894)	$(91,692)
Earnings (loss) per share: Basic and diluted	(0.02)	- 0 -
Basic and diluted weighted average shares outstanding	29,351,371	21,848,700

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Changes in Stockholders' Equity (Deficit)

Years Ended December 31, 2005 and 2004

	Common Stock Shares	Common Stock Amount	Additional Paid- in Capital	Accumulated Deficit	Total
Balance, January 1, 2004	21,848,700	$ 21,849	$ 568,457	$ (675,709)	$( 85,403)
Net loss	-	-	-	(91,692)	( 91,692)
Balance, December 31, 2004	21,848,700	$ 21,849	$ 568,457	$ (767,401)	$(177,095)
Stock issuance	8,325,000	8,325	275,425		283,750
Net income (loss)		-	-	(432,894)	(432,894)
Balance, December 31, 2005	30,173,700	$ 30,174	$ 843,882	$ (1,200,295)	$ (326,239)

GREEN DOLPHIN SYSTEMS CORPORATION

Statements of Cash Flows

Years Ended December 31, 2005 and 2004

	2005	2004
Cash Flows from operating activities
Net Loss	$(432,894)	$(91,692)
Adjustments to reconcile net loss to net cash provided by operations activities:
Depreciation and Amortization	20,590	22,585
Stock issued for services	283,750	-
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable	(16,288)	(1,507)
Decrease (increase) in inventory	(10,286)	(7,218)
Decrease (increase) in security deposit	(1,250)	-
Increase (decrease) in accounts payable	46,614	(29,686)
Increase (decrease) in accrued payable	924	(1,132)
Increase (decrease) in due to related companies	53,279	62,224
Net cash from operating activities	$ (55,561)	$ (46,426)
Cash flows from Investing activities
Purchases of fixed assets	- 0 -	(788)
Net cash used in investing activities		(788)
Cash flows from Financing Activities
Advances on Lines of Credit	53,968
Increase (decrease) in cash	(1,593)	(47,214)
Cash, at the beginning of the year	27,041	74,255
Cash, at the end of the year	$25,448	$ 27,041

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements

Years Ended December 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - Green Dolphin Systems Corporation (the Company is a Delaware corporation located in Knoxville, Tennessee. The Company is engaged in manufacturing and distributing a broad range of specialty chemicals in North America. See Note 2.

Revenue Recognition - Sales and the related cost of sales are recognized when orders are received and goods shipped or services delivered. The Company generally accepts returns of goods that are damaged in transit. Such sales returns are not material for the years ended December 31, 2005 and 2004.

Use of Estimates - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

Trademarks and copyrights - Trademarks and copyrights are recorded at cost and are amortized on a straight-line basis over fifteen years. Amortization expense for the years ended December 31, 2005 and 2004 was $20,000 per year. The estimated aggregate amortization expense for each of the five succeeding years is $20,000 annually. Included among these acquired intangible assets are the Company's name and the following proprietary trademarks and tradenames and their formulations: Fire Safe 108 Wood, Fire Poly NP-30 Paint, Fire Poly F/R Coating, Safe-N-Dry, Shield Kote, Secure Step, Protection Plus 2000, and Renew 4000. Intangible assets are subjected to a test to determine whether the cost of the assets remain recoverable. To make the estimates, the Company relies on sales trends and a competitive analysis of its propriety products in the marketplace.

Property and Equipment - Depreciation is primarily determined using the straight-line method over the estimated useful lives of the related assets. Significant improvements are capitalized while maintenance and repairs are expense as incurred.

Depreciation Expense for year ended December 31, 2005 and 2004, $590 and $2585, respectively.

Inventories - Inventories consist of cleaning supplies and related cleaning products and are stated at the lower of cost (using the first-in, first-out method) or market.

Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.

Advertising Costs - Advertising costs are expensed as incurred. Advertising costs for the years ended December 31, 2005 and 2004 were approximately $3,158 and $4,034, respectively.

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Fair Value of Financial Instruments - Cash, account and other receivables, accounts payable and accrued liabilities are stated at cost, which approximates fair value because of the short term maturity of those items. The estimated fair value of the Company's borrowings and advances to related companies approximates the carrying value because of their recent origination, their potential for offset and because of the substantial settlement of these balances expected in the short-term.

Statement of Cash Flows Supplemental Disclosure - No interest or income taxes were paid during the years ended December 31, 2005 and 2004.

Earnings (loss) per share - The Company presents "basic" earnings (loss) per common share and, if applicable, "diluted" earnings (loss) per common share pursuant to the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per Share." Basic earnings (loss) per common share is calculated by dividing net income or loss applicable to common stock by the weighted average number of common shares outstanding during each period.

Note 2 - CONCENTRATIONS OF CREDIT RISK

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Financial instruments that potentially subject the Company to concentrations of credit risk consist additionally of accounts receivable. The Company's customers are geographically disbursed but are concentrated in the cleaning industry.

The Company conducts a screening of potential customers before extending credit and generally does not require collateral for its trade receivables or for advances made to related companies.

NOTE 3 - TRANSACTIONS WITH RELATED COMPANIES

Amounts due to related companies included on the balance sheets at December 31, 2005 and 2004 was $464,127 and $410,848, respectively, consist of amounts payable to related companies, Canada and Penta Deltex, which share substantially common ownership and management with the Company. Pursuant to an agreement dated April 21, 1999, the Company's agreed to pay $300,000 for the exclusive rights to proprietary assets owned by Penta-Deltex. The debt bears no interest and is unsecured. The balance payable to Penta-Deltex at December 31, 2005 was $153,683.

Amounts due to and from related companies are unsecured, bear no interest and have no specific terms of repayment. Repayment will be dictated by the availability of cash.

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 4 - COMMITMENTS

The company has leased its administrative and warehouse space in Tennessee under a lease which expired on November 30, 2005, and it is currently on a month-by-month basis. The lease payments for 2005 totaled $15,761, and $1250 monthly continues for 2006.

Rent expense totaled $15,761 and $33,644 in 2005 and 2004, respectively.

NOTE 5 - INCOME TAXES

Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.

At December 31, 2005, the Company has available net operating loss (NOL) carry-forwards, expiring at various dates through 2020, of approximately $2,075,000. These carry-forwards may be used to offset future taxable income.

In assessing the reasonability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. Although management believes that its products will be readily accepted in the marketplace and generate substantial future revenues, there is currently limited evidence that the revenues will be in sufficient amounts and at the necessary times to realize all of the deferred tax assets. Accordingly, management has established a full valuation allowance against the deferred tax assets at December 31, 2005 and 2004 arising from its NOL carry-forwards.

The income tax (provision) benefit for the years ended December 31, 2005 and 2004 consisted of the following:

	2005	2004
Net operating loss carry-forwards	$65,000	$ 35,000
Change in valuation reservation	($65,000)	($35,000)
Total	$ -	$ -

Total deferred tax assets at December 31, 2005 and 2004 consist of the following:

	2005	2004
Deferred tax assets	$830,000	$ 761,000
Valuation reserve	($830,000)	($761,000)
Total	$ -	$ -

NOTE 6 - SUBSEQUENT EVENTS

In January 2006, in an effort to address the debt of the Company and to restructure, the Board agreed to sell the Company's chemical operations and assets to Penta Deltex Ltd. (a related party) in exchange for the forgiveness of the balance owed by the Company to Penta Deltex Ltd. of $153,683.

In January 2006, an agreement was reached between the Company and Green Dolphin Systems Canada (a related party) ("GDS Canada") and Nicholas Plessas, stockholder, whereby GDS Canada and Mr. Plessas would forgive the balance owed by the Company to GDS Canada and Mr. Plessas of $263,717, along with GDS Canada assuming responsibility of the Company's balance on the cash overdraft line of credit with the Royal Bank of Canada of $65,000.

GREEN DOLPHIN SYSTEMS CORPORATION

Notes to Financial Statements (Continued)

NOTE 7. - SEGMENT INFORMATION

The Company's sales consist of sales in the United States and Canada. The composition of sales for 2005 and 2004 is as follows:

Sales	US 2005 2004	Canada 2005 2004
	$209,416 $401,756	$398,683 $253,964

NOTE 8 - STOCKHOLDERS' EQUITY

On January 28, 2005, we issued 6,600,000 shares of restricted common stock with a fair value of $198,000 or $0.03 per share to a Director and Officer for services rendered for the past four years to the Company.

On January 28, 2005, we issued 300,000 shares of restricted common stock with a fair value of $9,000 or $0.03 per share to three Directors (each receiving 100,000 shares) for services rendered to the Company.

On January 28, 2005, we issued 575,000 shares of restricted common stock with a fair value of $17,250 or $0.03 per share to nine consultants for services rendered to the Company.

On March 2, 2005, we issued 350,000 shares of restricted common stock with a fair value of $24,500 or $0.07 per share to Hollandale Farms Ltd. for research and development services rendered to the Company.

In May, 2005, we issued 500,000 shares of restricted common stock with a fair value of $35,000 or $0.07 per share to Max Labrooy for services rendered.

On June 2005, the Company entered into a Securities Exchange Agreement with Kettleby Soap Company Inc. in exchange for 8,000,000 shares. The Agreement was subsequently terminated in December 2005 for non-compliance with the terms of the Agreement. The shares issued in connection with this agreement were also returned and cancelled in January, 2006.

NOTE 9 - Recently Issued Accounting Standards

In November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 151 "Inventory Costs ­ an amendment of ARB No. 43, Chapter 4" ("SFAS 151"). This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS 151 are effective for fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2006. The Company is currently evaluating the impact of SFAS 151 on its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 replaces the exception from fair value measurement in APB Opinion No. 29 for nonmonetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for all interim periods beginning after June 15, 2005. As such, the Company is required to adopt these provisions at the beginning of the fiscal quarter ended September 30, 2005. The Company is currently evaluating the impact of SFAS 153 on its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" ("SFAS 123R"). SFAS 123R revises FASB Statement No. 123 "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for Stock Issued to Employees". SFAS 123R requires all public and non-public companies to measure and recognize compensation expense for all stock-based payments for services received at the grant-date fair value, with the cost recognized over the vesting period (or the requisite service period). SFAS 123R is effective for small business issuers for fiscal years beginning after December 15, 2005. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2006. The Company is currently evaluating the impact of SFAS 123R on its consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections ­ a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. These requirements apply to all voluntary changes and changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 is effective for fiscal years beginning after December 15, 2005. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2006. The Company is currently evaluating the impact of SFAS 154 on its consolidated financial statements.

NOTE 10 - Acquisition

In June 2005, the Company entered into a Securities Exchange Agreement with Kettleby Soap Company Inc. in exchange for 8,000,000 shares. The Agreement was subsequently terminated in December 2005 for non-compliance with the terms of the Agreement. The shares issued in connection with this agreement were also returned and cancelled.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

In June, 2005 the Company terminated the accounting services of Rodefer Moss, and Rotenberg & Co., LLP was named the CPA of record in February, 2006.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The names, addresses, ages and respective positions of the current directors and officers of the Company are as follows:

Name	Age	Position	Date Held
Nicholas Plessas 126 John St. Toronto, Ontario M9N 1J8	52	Previous President/CEO, Director	January 1999 Resigned Jun/05
Maxwell J. LaBrooy 3717 Stonegate Lane Powell, TN 37849	55	Vice President	January 1999
Adolf R. Hochstim 5455 Sylmer Avenue, #2505 Sherman Oaks, CA	78	Director	January 1999
William P. Kefalas 55 Stevenson Street, N Guelph, Ontario	65	Director President/CEO	February 2000 Appointed Jan/06
Robert J. McDonald 4 Lakewood Drive Waverly, Nova Scotia BON 250	78	Director	January 1999

NICHOLAS PLESSAS has completed a Masters in Environmental Science in 1980 and has been engaged in developing and producing applied environmental solutions since 1983 Mr. Plessas served as President of Penta Deltex Ltd. From October 1986 through December 1998 where his primary function was Director of operations. Mr. Plessas spearheaded corporate growth and development of over 65 specialty chemical and consumer products. Since January 1999 he has been a director, and President of Green Dolphin Systems Nevada and was appointed, and subsequently elected a director of Green Dolphin Delaware, previously Traveler's Infocenter, Inc., in February 2000 immediately prior to its acquisition of Green Dolphin Nevada. He was the President and CEO of the Green Dolphin companies, from which he resigned in June, 2005.

WILLIAM P. KEFALAS. Mr. Kefalas graduated with a Master of International Business in 1972 from the University of Chicago and since that time has experience with International business development in various countries. From 1982 to the present Mr. Kefalas has served as President and CEO of Commerciantes Financiers Corp, an International consulting and financial corporation representing business and development firms worldwide for resort and hotel developments. In February 2000 Mr. Kefalas joined Green Dolphin as a Director and had served the Company in the capacity of Business Strategist for Mergers and Acquisitions, and has been appointed President & CEO of Green Dolphin Systems Corp. in January, 2006.

MAXWELL J. LABROOY. From 1985 through January of 1999 Mr. LaBrooy was President of Interior Environmental Systems, Inc., a company located in Knoxville, Tennessee which was in the ceiling tile and wall application and cleaning business. Mr. LaBrooy was in charge of, and produced significant increases in domestic and international sales. During his tenure there, he setup manufacturing plants in Japan, South Korea, Canada and Mexico. He left Environmental Systems in January 1999 to become Vice President of operations for Green Dolphin Nevada. In February 2000 he was also elected Vice President of Green Dolphin Delaware.

DR. ADOLF R. HOCHSTIM. Dr. Hochstim received his Doctrine in Physics from the University of Florida in 1960. Over the years he has published 18 books and articles and is a member of 9 Science Associations and has served as a consultant for NASA. For more than the last five years, he has been self-employed as a contract consultant for numerous chemical companies. He joined Green Dolphin Nevada in January 1999 and has served as a consultant in the area of research and development.

ROBERT J. MCDONALD has owned and operated many successful businesses over the past 40 years. From 1962 through 1992 Mr. McDonald owned and operated one of the largest Chevrolet Dealerships in Nova Scotia, Canada with sales of over $100 million. He has been honored by Time Magazine as an Entrepreneur of the Year for managing the most profitable and effective organizations. Since then he has been semi-retired but remained active as a self-employed business consultant. He joined Green Dolphin Nevada in January, 1999 as a Director. He is an outside director with no active role in the conduct of its affairs.

None of the officers or directors of the Company are officers, directors or affiliates of any other reporting companies.

To the knowledge of the Company, no present or former director, executive officer or person nominated to become a director or executive of the Company has ever:

1) Filed a bankruptcy petition by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or with two years prior to that time;

2) Had any conviction in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3) Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

4) Been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the Executive compensation currently receiving compensation from Green Dolphin Corporation. It does not have any pension, profit-sharing, stock bonus, or other benefit plans. Such plans may be adopted in the future at the discretion of the Board of Directors.

Name	Principal Positions	Year	Salary	Bonus	Stock Awarded
Nicholas Plessas	Previous President/CEO Director	2005	$25,000	-0-	6,600,000 Shares
		2004	$25,000	-0-	0 Shares
		2003	$25,000	-0-	0 Shares
		2002	$28,000	-0-	6,685,000 Shares
Maxwell Labrooy	Vice President	2005	$42,000	-0-	500,000 Shares
		2004	$42,000	-0-	0 Shares
		2003	$38,000	-0-	0 Shares
		2002	$38,000	-0-	3000,000 Shares
William Kefalas	Director	2005	$5,000	-0-	100,000 Shares
		2004	$5,000	-0-	0 Shares
		2003	$5,000	-0-	0 Shares
		2002	$5,000	-0-	0 Shares
Dr. Adolph Hochstim*	Director	2005	-0-	-0-	100,000 Shares
		2004	-0-	-0-	0 Shares
		2003	-0-	-0-	0 Shares
		2002	$2,000	-0-	100,000 Shares
Robert McDonald	Director	2005	-0-	-0-	100,000 Shares
		2004	-0-	-0-	0 Shares
		2003	-0-	-0-	0 Shares
		2002	-0-	-0-	150,000 Shares

* Dr. Hochstim receives an additional $100.00 per hour for consulting the company when needed.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the amount and nature of beneficial ownership of each of the executive officers and directors of the Company and each person known to be a beneficial owner of more than five percent (5%) of the 30,173,700 issued and outstanding shares of the Company as of December 31, 2005.

Title of class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial	Percent of Class
Common	Maxwell J. LaBrooy 3717 Stonegate Lane Powell, TN 37849	800,000 shares	2.7%
Common	Adolf R. Hochstim 5455 Sylmer Avenue, #2505 Sherman Oaks, CA	200,000 shares	0.07%
Common	William P. Kefalas 55 Stevenson Street, N Guelph, Ontario	250,000 shares	0.08%
Common	Robert J. McDonald 4 Lakewood Drive Waverly, Nova Scotia BON 250	250,000 shares	0.08%
	Officers and Directors as a Group	1,500,000 shares	4.9%
Common	Nicholas Plessas 126 John St. Toronto, Ontario M9N 1J8	11,600,000 shares	38.4%

None of the foregoing has any right to acquire other or additional shares of the Company. There is no existing arrangement, which may result in a change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no reportable transactions during 2005 between Green Dolphin and any director or executive officer, nominee for election as a director, any security holder named in Item 11 hereof, or any member of the immediate family of any such person.

ITEM 13. INDEX TO EXHIBITS

Item
Exhibit 3(i)	Articles of Incorporation
Exhibit (3)(ii)	By-Laws of Green Dolphin Systems Corporation
Exhibit 23	Consent of Accountants
Exhibit 31.1	Certifications of CEO and CFO Pursuant to Section 302
Exhibit 32.1	Certification of CEO and CFO Pursuant to Section 906

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

GREEN DOLPHIN SYSTEMS CORPORATION

Date: July 18, 2006

By:/s/ William Kefalas

William Kefalas EX-3 2 ex3i.htm ARTICLES OF INCORPORATION

CERTIFICATE OF INCORPORATION

of

Traveler's Infocenter, Inc. FIRST: The name of the corporation is Traveler's Infocenter Inc.

SECOND: Its registered officer in the State of Delaware is to be located at Three Christina Center, 201 N. Walnut Street, Wilmington, DE 19801, County of New Castle. The Registered agent in charge thereof is The Company Corporation, address "same as above".

THIRD: The Nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all the things therein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The amount of the total authorized capital stock of this corporation is divided into 1,500 shares of stock at No par value.

FIFTH: The name and mailing address of the incorporator is as follows:

Regina Cephas, Three Christina Centre, 201 N. Walnut St., Wilmington, DE 19801.

SIXTH: The directors shall have the power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Corporation.

With the consent in writing, EX-3 3 ex3ii.htm RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TRAVELER'S INFOCENTER INC.

Under Sections 242 and 245 of the

Delaware General Corporation Law

The undersigned President of Traveler's Infocenter Inc. (The "Corporation"), a corporation organized and existing under the laws of the state of Delaware, pursuant to Sections 242 and 245 of the Delaware General Corporation Law, does hereby certify as follows:

1. The name of the Corporation is Traveler's Infocenter Inc.

2. The Certificate of Incorporation of the Corporation was originally filed with the Division of Corporations on August 24, 1995.

3. The Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended to effect amendments or changes authorized by the General Corporation Law as follows(i) to change the 400 authorized and issued shares of Common Stock, no par value of the Corporation, into 4,000,000 issued shares of Common Stock, par value $.01 per share, the terms of change being at the rate of 10,000 shared of Common Stock, par value $.01 per share, for one issued share of Common stock, with out par value; (ii) to increase the aggregate number of shares of Common Stock which the Corporation shall have authority to issue to 15,000,000 shares of Common Stock of the par value of $.01 per share and of the same class as the presently authorized shares; and (iii) to provide for indemnification of the directors and officers of the Corporation.

4. The text of the Certificate of Incorporation of the Corporation is hereby restated as further amended or changed to read in its entirety as follows.

"FIRST: The name of the Corporation is Traveler's Infocenter Inc. (the "Corporation")

SECOND: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

The Corporation shall have all of the powers enumerated in Section 122 of the General Corporation Law, subject to any limitation provided in the General Corporation Law or any other statute in the State of Delaware.

<PAGE>1

THIRD: The address of the registered office of the Corporation in the state of Delaware is, Three Christina Center, 201 N. Walnut Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Company Corporation.

FOURTH: A. Authorized Shares. The aggregate number of shares which to Corporation shall have the authority to issue is 15,000,000 consisting of 15,000,000 shares of common stock (the "Common Stock"), par value $.01.

B. Common Stock The powers, preferences and relative, participating, optional or other special rights and the qualification, limitation or restrictions thereof, of Common Stock of the Corporation are as follows:

I. Voting: Except as otherwise specifically required by statue and subject to any special voting rights applicable to shares of Preferred Stock, if authorized and outstanding, the Common Stock shall have the sole right and power to vote on all matters on which a vote of shareholders is to be taken.

In all matters, with respect to both actions by vote and by consent, each holder of Common Stock shall be entitled to cast one (1) vote in person or by proxy for each share of Common Stock standing in his or her name on the transfer books of the Corporation.

II. Dividends: Subject to any preferential dividend rights applicable to shares of the Preferred Stock, if authorized and outstanding, and subject to any other provisions of this Certificate of Incorporation, the holders of shares of the Common Stock shall be entitled to receive equally on a per share basis such dividends and other distribution, whether in cash, stock or property, as many be declared on the Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

FIFTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have the power to make, alter, amend, change, add to or repeal the By-Laws of the Corporation. The Director shall have the power to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this corporation, or any of them shall be open to the inspection of the stockholder; and no stockholder shall have any right of inspecting any account, or book or document of this Corporation, except as conferred by the law of the By-Laws, or by resolution of the stockholders.

<PAGE>2

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Corporation outside of the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

SIXTH: Election of directors need not be by written ballot.

SEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however. that nothing in the Article SEVENTH shall eliminate or limit the liability of any director (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Neither the amendment nor repeal of this Article SEVENTH, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article SEVENTH, shall eliminate or reduce the effect of this Article SEVENTH in respect of any matter occurring, or any cause of action, suit or claim that, by for this Article SEVENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

EIGHT: The Corporation 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.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 270 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditor, and/or of the stockholders of class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of

<PAGE>3

stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any such reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application had been made, be binging on all the creditors or class or creditors and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH."

5. The amendment of the certificate of the incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, Mark Himmelberger, President of the Corporation, have subscribed this document and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by me and are true and correct, this 16th day of January 1995.

/s/ Mark Himmelberger

Mark Himmelberger, President

<PAGE>4 EX-3 4 ex3iii.htm ARTICLES OF AMENDMENT

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION

OF

GREEN DOLPHIN SYSTEMS CORPORATION

(previously known as Traveler's Infocenter, Inc.

The undersigned President of GREEN DOLPHIN SYSTEMS CORPORATION, a corporation

organized and existing under the laws of the state of Delaware, pursuant to Section 242 and 245 of the Delaware General Corporation Law, does hereby certify as follows:

1. The name of the corporation is Green Dolphin Systems Corporation, previously known as Traveler's Infocenter, Inc.

2. The Certificate of Incorporation of the corporation was originally filed with the Division of Corporations on August 24, 1995.

3. Article Four of the Certificate of Incorporation as previously amended is further amended to effect a One (1) share for Ten (10) share reverse split of the 5,13 0,600 outstanding common shares of the Company so that said 5,130,600 common shares will hereafter represent 513,060 such shares without changing the par value thereof, and to further describe incidents of ownership of common shares of the Corporation.

4. Accordingly, the text of the Certificate of Incorporation is hereby amended to read as follows:

FOURTH: Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is 100,000,000 shares of common stock (the "common stock") par value $.001. Common shares of the corporation shall carry with them no preemptive right to acquire other or additional shares of the corporation. There shall be no cumulative voting of shares.

Reverse Split of Common Shares. The 5,130,600 Common Shares outstanding on February 28, 2000 are hereby reverse split One (1) share for Ten (10) shares so that said 5,130,600 common shares will hereafter represent 513,060 common shares of $.001 par value.

5. The aforesaid Amendment to the Certificate of Incorporation was adopted by a majority of the shares present in person or by proxy at a Special Meeting of the Stockholders of the corporation on February 28, 2000 in accordance with the Certificate of Incorporation and bylaws of the corporation and Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, Nicholas Plessas, President of the Corporation, have subscribed this document and do hereby affirm, under penalty of perjury, that the statements contained herein have been examined by me and are true and correct this 28th day of February, 2000.

GREEN DOLPHIN SYSTEMS CORPORATION

(Previously known as Traveler's Infocenter, Inc.)

/s/

Nicholas Plessas, President EX-3 5 ex3iiia.htm ARTICLES OF AMENDMENT

AMENDED CERTIFICATE OF INCORPORATION

OF

TRAVELER'S INFOCENTER INC.

Under Section 242 of the

Delaware General Corporation Law

The undersigned President of Traveler's Infocenter Inc., (the "Corporation"), a corporation organized and existing under the laws of the state of Delaware, pursuant to Section 242 of the Delaware General Corporation Law, does hereby certify as follows:

1. The Name of the Corporation is Traveler's Infocenter Inc.

2. The Certificate of Incorporation of the Corporation was originally filed with the Division of Corporations on August 24, 1995.

3. The Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended to effect amendments or changes authorized by the General Law as follows: (i) to change the name of the corporation to Green Dolphin Systems Corporation, and (ii) to increase the aggregate number of shares of Common Stock which the Corporation shall have authority to issue 100,000,000 shares of Common Stock of the par value of $.001 per share and of the same class as the presently authorized shares.

4. Accordingly, the text of the Certificate of Incorporation is hereby amended or changed to read as follows:

FIRST: The name of the corporation is Green Dolphin Systems Corporation.

FOURTH: A. Authorized shares. The aggregate number of shares which the Corporation shall have the authority to is 100,000,000 shares of common stock (the common stock), par value $.001.

5. The amendment of the certificate of the corporation herein has been duly adopted in accordance with the provision of Section 242 of the General Corporation Laws of the State of Delaware.

IN WITNESS WHEREOF, I, Nicholas Plessas, President of the Corporation, have subscribed this document and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by me and are true and correct, this 16th day of February, 2000.

/s/ Nicholas Plessas

EX-3 6 ex3iv.htm BY-LAWS

BY-LAWS OF

TRAVELER'S INFOCENTER, INC.

(A Delaware Corporation)

ARTICLE 1

Meetings of Stockholders

1. Annual Meeting.

The annual meeting of the stockholders of Traveler's Infocenter, Inc. (hereinafter called the "Corporation") for the election of directors and for the transaction of such other business as may come before the meeting shall be held in the fifth month forthwith, the close of the Corporation's fiscal year, at such date and time as shall be designated by the Board or Chairman of the Board or the President,, or at such other date and time as the Board shall designate.

2. Special Meeting

Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board or the Chairman of the Board or the President. The Board of Directors shall call a special meeting of the stockholders -when requested in writing. by stockholders holding not less than 20% of the outstanding stock of the corporation; such written request shall state the object of the meeting proposed to be held.

3. Notice of Meetings

Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting, and, if mailed, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at some other address. If mailed, such notice shall be deemed to be delivered when deposited in United States mail so addressed with postage thereon prepaid.

Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board shall fix after the adjournment a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting..

4. Place of Meetings.

Meetings of the stockholders may be held at such place, within or without the State of Delaware, as the Board or other officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice thereof.

5. Quorum

At all meetings of the stockholders the holders of a majority of the votes of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except when stockholders are required to vote by class, in which event a majority of the issued and outstanding shares of the appropriate class shall be present in person or by proxy, or except as otherwise provided by statute or in the Certificate of Incorporation- In the absence of a quorum, the holders of a majority of the votes of the shares of stock present in person or by proxy and entitled to vote, or if no stockholder entitled to vote is present then any officer of the Corporation may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

6. Organization.

At each meeting of the stockholders the Chairman of the Board, or in his absence or inability to act, the President or in the absence or inability to act of the Chairman of the Board and the President, a Vice President, or in the absence of all the foregoing, any person chosen by a majority of those stockholders present shall act as chairman of the meeting. The Secretary, or, in his absence or inability to act, the Assistant Secretary or any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

7. Order of Business

The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

8.

Except as otherwise provided by statute, the Certificate of Incorporation, or any certificate duly filed in the office of the Department of State of Delaware, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vow for every share of such stock standing in his name on the record of stockholders of the Corporation on the date fixed by the Board as the record date for the determination of the stock-holders who shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close of business on the day preceding the day on which the meeting is held; or each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such pro)des. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Stockholder executing it except in those cases where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, these By-Laws, or the Certificate of Incorporation any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, or when stockholders are required to vote by class by a majority of the votes of the appropriate class, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot On a vote by written ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

9. List of Stockholders

The officer who has charge of the stock ledger of the Corporation, or the transfer agent of the Corporation's stock, There be one then acting, shall prepare and make, at least ten days be every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, at the place where the meeting is to be held, or at the office of the transfer agent. The list shall also be produced and kept at the time: and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspector shall not be appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to Vote thereat shall appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, how and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as am proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders.

Consent of Stockholder

Unless otherwise provided in the Certificate of Incorporation, any action required by Subchapter VII of the General CORPORATIONS Law, to be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote if a consent or Consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes tat would be necessary to authorize or take such action at,a meeting at which all shares entitled to vote thereon were present and voted and should be delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded Delivery made to a corporation's' registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLEII

Board of Directors

General Powers.

'The business and affairs of the Corporation shall be managed by the Board- The Board may exercise all such authority and powers of the Corporation and do all such lawful art and things as are not by statute or the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

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2. Number of directors

The number of directors of the Corporation shall- be fixed from time to time by the vote of a majority of the entire Board then in office and the number thereof may thereafter by like vote be increased or decreased to such greater or lesser number (not less than three) as may be so provided, subject to the provisions of Section 11 of this Article II. All of the directors shall be of full age and need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors shall be elected at the annual meeting of the stockholders for the election of directors at which a quorum is present, and the persons receiving a plurality of the votes cast at such meeting shall be elected. Each director shall hold office -until the next annual meeting of the stockholders and until his successor shall have been elected and qualified, or un-61 his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Certificate of Incorporation-

3. Place of Meetings

Meetings of the Board may be held at such place, within or without the State of Delaware, as the Board may from time to time determine or as shall be specified in the notice or waiver of notice of such meeting.

4. Annual Meeting

The Board shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of the stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article II.

5. Regular Meetings.

Regular meetings of the Board shall be held at such time and place as the Board may from time to time determine- If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, the the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these By-Laws.

6. Special Meetings.

Special meetings of the Board may be caused by two or more directors of the Corporation or by the Chairman of the Board or the President.

7. Notice of Meeting

Notice of each special meeting of the Board (and of each regular meeting for which notice in shall be required) shall be given by the Secretary as hereinafter provided this Section 7, in which notice shall be stated the time and place (within or without the State of Delaware) of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph, cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class mail, postage prepaid, addressed to him at his residence, or usual place of business, at least three days before on which such meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in than, United States mail. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any regular or special meeting need not state the purposes of such meeting.

8- Quorum and Manner of Acting.

A majority of the entire Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by statute or the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the art of the Board. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of 'a conference telephone. or similar communications equipment allowing all participants in the meeting to hear each other at the same time and participation by such means shall constitute presence in person at a meeting. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat, or if no director be present the Secretary, may adjourn such meeting to another time and place, or such meeting, unless it be the annual meeting of the Board, need not be held. At any adjourned meeting at which a quorum is present, any business may be absent which might have been transacted at the meeting as originally called. Except as provided in Article III of these By-Laws, the directors shall act only as a Board and the individual directors shall have no power as such.

9. -Organization.

At each meeting of the Board, the Chairman of the Board (or, in his absence or inability to act the President or, in his absence or inability to act another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat The Secretary (or, in his absence or inability to act, any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof.

Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board or Chairman of the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Vacancies, including newly created directorships, may be filled by a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section for the filling of other vacancies.

12. Removal of Directors.

Except as otherwise provided in the Certificate of Incorporation or in these By-Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the votes of the issued and outstanding shares of stock entitled to vote for the election of the stockholders called and held for that purpose, or by a majority vote of the ]Board of Directors at a meeting called for such purpose, and the vacancy in the Board caused by any such removal may be filled by such stockholders or directors, as the case may be, at such meeting, and if the stockholders shall fail to fill such vacancy, such vacancy shall be filled in the manner as provided by these By-Laws-

13. Compensation.

The Board shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

14. Action by the Board-

To the extent permitted under the laws of the State of Delaware, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filled with the minutes 'of the proceedings of the Board or committee.

ARTICLE III

Executive and Other Committees

The Board may, by resolution passed by a majority of the whole Board, designate one or more committee, each committee to consist of two or more of the directors of the Corporation. The Board may designate on,: or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the Committee. Any such committee, to the provided in the, resolution, shall have -and may exercise the powers of the Board ill the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; Provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep minutes of its proceedings and shall report such minutes to the Board when required. All such proceedings shall be subject to revision or alteration by the Board, provided, however, that third parties shall not be prejudiced by such revision or alteration, A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Article II, Section 7. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board.

ARTICLE.IV

Officers

Number and Qualifications.

The officers of the Corporation shall include the Chairman of the Board, the President, one or more Vice Presidents (one or more of whom may be designated Executive Vice President or Senior Vice President), the Treasurer, and the Secretary. Any two or more offices may be held by the same person. Such officers shall be elected from time to time by the Board, each to hold office until the meeting of the Board following the next annual meeting of the stockholders, or until its successor shall have been elected and shall have qualified, or until his death, or until he shall have resign or have been removed, as hereinafter-provided in these By-Laws. The Board may from time to time elect a Vice Chairman of the Board, and the Board may from time to time elect, or the Chairman of the Board, or the Preside may appoint, such other officers (including one or more Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers), as may be necessary or desirable for the business of the Corporation- Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing authority.

2. Resignation.

Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein:), immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3. Any officer or agent of the Corporation may be remove either with or without cause, at any time, by the vote of the majority of the entire Board at any meeting of the Board or, except By the case of an officer or agent elected or appointed by the Board, by the Chairman of the Board or the President. Such removal shall be without prejudice to the continual rights, if any, of the person so removed.

4. Vacancies.

A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacancy in the manner prescribed in these By-Law' s for the regular election or appointment to such office.

5. The Chairman of the Board

The Chairman of the Board, if one be elected, shall, ff present, preside at each meeting of the stockholders and of the Board and shall be an official member of all committees of the Board. He shall perform all duties incident to the office of Chairman of the Board and such other duties as may from time to time be assigned to him by the Board.

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6. The Vice Chairman of The Board

The Board, if one be-elected, shall have such powers and perform all such duties as from time to time may be assigned to him by the Board or the Chairman of the Board and, unless otherwise provided by the Board, shall in the case of the absence Or inability to act of the Chairman of The Board, therefrom duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board.

6. The President shall be the chief operating and executive officer of the Corporation and shall have general and active supervision and direction over the business and affairs of the Corporation and over its several officers, subject however, to the direction of the Chairman of the Board and the control of the Board. If no Chairman of the Board is elected, or at the request of the Chairman of the Board, or in the case of his absence or inability to act, unless there be a Vice Chairman of the Board so designated to act, the President -shall perform the dudes of The Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. He shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board or the Chairman of the Board.

7. Vice President

Each Executive Vice President, each Senior Vice President and each Vice President shall have such powers and perform all such duties as from time to time may be assigned to him by the Board, the Chairman of the Board, or the President They shall, in the order of their seniority, have the power and may perform the duties of the Chairman of the Board and the President

8. Treasurer

The Treasurer shall be the chief Financial officer of the Corporation and shall exercise general supervision over the receipts custody of Corporate funds. He shall have such officer powers and duties s may be conferred upon him from time to time by the President or the Board of Directors. He shall perform the duties of controller if no one is elected to that office.

9.

The Secretary shall

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders;

(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law,

(c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal be affixed, as hereinafter provided) and affix and attest the seal to <PAGE>9

all other documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed, and

(e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board, or the President

10. Officers

If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require.

The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board, provided, however, that the Board may delegate to the Chairman of the Board or the President the power to fix the compensation of officers and agents appointed by the Chairman of the Board or the President, as the case may be. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to him.

Indemnification

The Corporation 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.

ARTICLE VI

Contracts, Checks, Drafts, Bank Account, etc.

Except as otherwise required by statute, the Certificate of Incorporation or these By-Laws, any contracts or other instruments may be executed a-ad delivered in the and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific as the Board may determine. Unless authorized by the Board or expressly permitted by these By-Laws, an officer or agent or employee shall not have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it peculiarly liable for any purpose or to any amount.

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2. Loans

Unless the Board shall otherwise determine, either (a) the Chairman of the Board, the Vice Chairman of the Board or the President singly, or (b) a Vice President, together with the Treasurer, may effect loans and advances at any time for the Corporation or guarantee any loans and advances to any subsidiary of the Corporation, from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, or guarantee of indebtedness of subsidiaries of the Corporation, but no officer: or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation, except when authorized by the Board.

3. Check, Drafts, etc-

All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board.

4- Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may from time to time-designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, signed and delivered by any officer or agent of the Corporation, or in such manner as the Board may determine by resolution.

General and Specific Bank Accounts

The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board'. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

6. Proxies in Respect of Securities, of Other Corporations.

Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the President, or a Vice President may from time to time appoint an attorney or attorneys or agent or agents, of the Corporation, in the name and on behalf of the Corporation to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities <PAGE>11

may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the- name of the Corporation as such holder, to any action by such other corporation, and may the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VII

Shares, Etc.

1. Stock Certificates.

Each holder of shares of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of the Corporation owned by him. The certificates representing shares of stock shall be signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and scaled with the seal of the Corporation (each seal may be a facsimile, engraved or printed); provided, however, that where any such certificate is countersigned by a transfer agent other than the, Corporation or its employee, or is registered by a registrar other .than the Corporation or one of its employees, the signature of the officers of the -Corporation upon such certificates may be facsimiles, engraved or printed. in case any officer who shall have signed or whose facsimile signature has been placed upon such certificates shall have ceased to be such officer before such certificates shall be issued, they may nevertheless be issued by the Corporation with the same effect as if such officer were still in office at the date of their issue.

2- Books and records of the company.

The books and records of the Corporation may be kept at such places within or without the state of corporation as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.

3. Transfer of shares

Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon- Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or sham stand on the record of stockholders as the owner of such sham or shares for all purposes, including, without limitation, the

<PAGE>12

right to receive dividends or other distributions, and to vote as such owner and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall -not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person whether or not it shall have express or other notice thereof Whenever any transfer of shares shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer.

4- Regulations .

The Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.

5. Lost or destroyed Certificates.

The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost, stolen,, or destroyed or which shall have been mutilated, and the Board may, in its discretion require such owner or his legal representative to give the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Delaware.

6. Fixing of Record Date.

In order that the Corporation may determine the stockholders entitled to notice or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate a in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

<PAGE>13

ARTICLE VIII

Offices

1. Principal or Registered Office.

The principal registered office of the Corporation shall be at such place as may be specified in the Certificate of Incorporation of the Corporation or other certificate filed pursuant to law, or if none be so specified, at such place as may from time to time be fixed by the Board.

2. Other Offices.

The Corporation also may have an office or offices other than said principal or registered office, at such place or places either with or without the State of Delaware.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be determined by the Board.

ARTICLE X

Seal The Board shall provide a corporate seal which shall contain the name of the Corporation, the words "Corporate Seal" and the year and State of Delaware.

ARTICLE XI

Amendments

1. Shareholders

These By-Laws may be amended or repealed, or new By-Laws may be adopted at any annual or special meeting of the stockholders, by a majority of the total votes of the stockholders or when stockholders are required to vote by class by of majority the appropriate class, in person or represented by proxy and entitled to vote on such action; provided, however, that the notice of such meeting shall have been given as provided in these BY-Laws, which notice shall mention that amendment or repeal of these By-Laws or the adoption of new By-Laws, is one of the purposes of such meeting.

2. Board of Directors. These By-Laws may also be amended or repealed or new By-Law may be adopted, by the Board at any meeting thereof, provided, however, that notice of such meeting shall have been given as provided in these By-Laws, which notice shall mention that amendment or repeal of the By-Laws, or the adoption of new By-Laws, is one of the purposes of such meetings. By-Laws adopted by the Board may be amended or repealed by the stockholders as provided in Section I of this Article XI.

ARTICLE XIII

Miscellaneous

<PAGE>14

1. Interested Directors

No contract or other transaction between the Corporation and any other corporation shall be affected and invalidated by the fact that any one or more of the Directors of the Corporation is or are interested in or is a Director or officer or are Directors or officers of such other corporation, and any Director or Directors, individually or jointly, may be a party or parties to or may be interested in any contract or transaction of the Corporation or in which the Corporation is interested; and no contract act or transaction of the Corporation with any person or persons, or corporation shall be affected or invalidated by the fact that any Director or Directors of the Corporation is a party or are parties to or interested in such contract, act or transaction, or; in any way connected with such person or persons, firms or associations, and each and every person who may become a Director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself any firm, association or corporation in which he may be in any way interested.

2. Ratification.

Any ratification questioned in any stockholders' derivative suit on the grounds of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders in case less than a quorum of Directors are qualified, and, if so ratified, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said ratification shall be binding upon the Corporation and its, stockholders, and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

<PAGE>15 EX-31 7 ex31k05.htm

Exhibit 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

I, William Kefalas, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Green Dolphin Systems Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectives of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

/s/ William Kefalas

William Kefalas

President and Chief Executive Officer

Date July 18, 2006 (Principal Executive Officer)

EX-32 8 ex32k05.htm

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report of Green Dolphin Systems Corporation (the "Company") on Form 10-KSB for the Annual Report December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, William Kefalas, Principal Executive Officer and the Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and

(2) The information contained in the Annual Report fully presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ William Kefalas

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

William Kefalas

President and Chief Executive Officer

and Chief Financial Officer

July 18, 2006 -----END PRIVACY-ENHANCED MESSAGE-----

EX-32