UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 18~~June 15, ~~2004~~2005

MR3 Systems, Inc.~~(Exact name of registrant as specified in its charter)~~

Delaware	000-32343	62-0259003
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

Delaware	000-32343	62-0259003
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

435 Brannan Street, Suite #200, San Francisco, California 94107

(Address of principal executive offices)

Registrant's telephone no., including area code: (415) 947-1090

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oq Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oq Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oq Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oq Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.001 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

On ~~October 18~~ May 30, ~~2004~~2005, MR3 Systems, Inc. (“MR3” or the ”Company”) ~~filed~~entered into a ~~legal~~Stock Purchase ~~action MR3 Systems, Inc. v. Linsa Associates, Ltd., et. al. CSC-04-435558 in California Superior Court, in~~ and ~~for~~Loan ~~the~~Option ~~City~~Agreement ~~and County of San Francisco, against Linsa, Ltd., et al.~~ (“~~Linsa~~Agreement”), ~~for breach of contract and declaratory relief in connection~~ with ~~the~~MRD ~~Company’s~~Holdings ~~MR3~~Inc. ~~Technology Transfer Agreement~~ (“~~Agreement~~MRD”), a Delaware corporation, with ~~Linsa.~~its ~~These~~corporate ~~claims~~address ~~arise~~located ~~out~~at ofThe ~~Linsa~~Naaman’s Building ~~failure~~Suite to206, ~~use~~305 ~~its~~Silverside ~~best~~Road, ~~efforts to commercialize the MR3 Technology~~Wilmington, asDelaware. ~~required~~The ~~under the~~ Agreement, is subject ~~and~~ to ~~correct~~ a ~~default~~mutually onagreeable ~~monies~~schedule ~~owed~~and tostructure ~~MR3~~ for ~~services~~the ~~performed~~payment ~~under~~ of the ~~Agreement~~$1 million purchase by MRD.

~~Effective April 10~~In 2004, MR3 ~~2002, the Company~~ entered into ~~the~~a ~~aforementioned~~Memorandum ~~Agreement~~of Understanding with ~~Linsa~~Swift toCapital, ~~commercialize~~an ~~the~~investment arm ~~MR3~~of ~~Technology~~Sino inCapital ~~Canada,~~Foundation. The ~~Australia,~~MOU ~~Asia~~provides ~~and~~ the ~~Middle~~framework ~~Eastern~~for Swift Capital ~~Territories.~~to ~~Thirty-six~~perform ~~countries~~due ~~(or~~diligence ~~territories)~~on ~~were~~MR3 ~~originally~~for ~~included~~the aspurpose ~~reserved~~of ~~jurisdictions~~providing ~~under~~long-term financial investment into the ~~Agreement~~Company. Sino InCapital ~~accordance~~Foundation ~~with~~is a ~~the~~global conglomerate ~~terms~~owning ofpetroleum, ~~the~~energy, ~~Agreement~~mining, ~~MR3~~and ~~was~~banking toassets ~~transfer~~in ~~right~~Asia, Southeast ~~title~~Asia, and ~~interest~~Europe. The inCompany and toSino ~~both~~Capital ~~the~~intend ~~tangible and the intangible property constituting MR3’s technology for use within the designated territories. Both parties agreed~~ to structure ~~share~~a ~~all~~long-term ~~the~~partnership ~~distributable~~in ~~profits~~which ~~resulting~~Sino ~~from~~Capital ~~the~~will ~~use~~provide ~~of the~~ funding for MR3 ~~Technology~~operations toin ~~which~~the ~~they~~US, ~~were~~contracts ~~collectively~~for ~~entitled on a 50%-50% basis.~~ MR3 ~~subsequently~~technology ~~forwarded~~applications ~~all~~in ~~pertinent~~Asia and Europe, ~~technical knowledge~~ and ~~information~~long-term tofinancing ~~Linsa~~ for ~~practical~~joint ~~implementation~~projects. MRD ofwas ~~the~~formed by ~~MR3~~Swift Capital ~~Technology.~~in ~~The~~May ~~Company~~2005 ~~negotiated~~as ana ~~amendment~~private tocompany ~~the~~primarily ~~Agreement~~for ~~with Linsa, effective February 26, 2004 to reduce~~ the ~~number~~purpose of ~~exclusive~~supporting these ~~jurisdictions to Taiwan and Egypt, including affiliates or subsidiaries operating outside of the restricted jurisdictions subject to certain conditions~~objectives.

~~In response~~ Subject to athe ~~July~~terms ~~13,~~and ~~2004~~conditions ~~communication~~of ~~from Linsa regarding certain claims by Linsa with respect to~~ the Agreement, ~~the~~and ~~Company~~its ~~notified~~related ~~Linsa~~exhibit ~~on August 3~~documents, ~~2004 that it was in default under~~ the ~~Agreement~~Company ~~for~~sold ~~its failure to pay MR3 for $56~~400,000 inshares ~~invoiced~~of ~~charges~~Series ~~related~~B toConvertible ~~services~~Preferred ~~performed on behalf of Linsa~~ Stock, pursuant to ~~the Agreement. The Company provided Linsa with~~ a ~~10-day~~private ~~cure~~sale ~~period~~of ~~to correct the default. On August 26, 2004, the Company further notified Linsa that it rejected any claim by Linsa that MR3 had breached~~ its ~~obligations~~securities under the Agreement and reaffirmed its proper transfer of the MR3 Technology by providing an additional copy of the relevant technical documentation. The Company provided Linsa an additional 15-day cure period to ~~become~~MRD, ~~current~~at ~~with~~a ~~its~~per ~~$56,000~~share ~~obligation~~price of ~~to MR3~~ $2.50 Asfor ~~of October 18, 2004, Linsa has failed to correct its breach of~~ the ~~Agreement~~aggregate ~~resulting~~sum ~~in the Company’s action for breach~~ of ~~contract~~$1 ~~and declaratory relief~~million.

On June 15, 2005, the parties agreed to the schedule and structure for the funding of the $1 million stock purchase as follows:

i.	MRD agreed to repay $328,000 previously advanced to the Company pursuant to a series of promissory notes by Sincere Investments Limited.

ii.	MRD agreed to provide the balance of the $672,000 on a monthly installment basis for a three month period commencing in June 2005, pursuant to a spending plan mutually agreed to by the parties.

Each share of Series B Preferred Stock is convertible into Common Shares of the Company at the rate of twenty-five (25) Common Shares for each share of Series B Preferred. At the time of purchase, the Company had 70,242,963 Common Shares issued and outstanding. In the event that all 400,000 Series B Preferred Shares were immediately converted to Common Shares, the total amount of Common Shares issued and outstanding would amount to 80,242,963, with MRD owning 12.46% of that amount. In consideration of its purchase of the 400,000 Preferred Shares, MRD may designate a qualified individual for appointment to the Company’s Board of Directors, subject to ratification at the Company’s annual meeting of shareholders.

At closing of the stock sale transaction, the Company also authorized and issued to MRD a ninety-day option (“Option”) to purchase from the Company in any combination, (a) Notes in the maximum aggregate principal amount of $4.5 million, and/or (b) 2,534,090 shares of Series B Preferred Stock, par value of $.01 per share, with a purchase price of approximately $1.78 per share. Should the Investor elect to convert the Notes into Series B Preferred Stock, then the number of shares of Preferred Shares, when converted into Common Stock and when combined with the Preferred Shares purchased at the Initial Closing, shall constitute, upon issuance, 51.0% of the issued and outstanding voting and capital stock of the Company. MRD has the right, but not the obligation to exercise its Option within the allocated ninety-day period.

At closing of the aforementioned $4.5 million Option transaction, if so exercised by MRD, the Company is further obligated to issue to MRD a warrant representing MRD’s continuing right to purchase that number of shares of common stock of the Company representing 51% of the total number of shares of capital stock of the Company as of the Loan closing date, calculated on a fully-diluted as converted-to-common basis.

As further consideration for MRD’s investment of the $1 million pursuant to the Agreement, upon full disbursement, the Company agrees to transfer to MRD rights to its full Company Technology for utilization and development in the countries of Greater China, India, Pakistan, Switzerland, Austria, the Middle East and the Philippines. The terms of such a technology transfer are outlined in a Strategic Partnership Agreement entered into between MRD and the Company and made a part of the Agreement.

In connection with the Agreement, the Company has entered into ancillary and related documents including: (i) Investor Rights and Stockholder Agreement; (ii) Convertible Promissory Note; (iii) Warrant; (iv) Certificate of Designation; (v) Security Agreement, and (vi) Strategic Partnership Agreement, all of which are provided as exhibits to this Current Report on 8-K.

Item 3.02 Unregistered Sales of Equity Securities

See Item 1.01.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1 Stock Purchase ~~MR3~~and ~~Technology~~Loan ~~Acquisition~~Option Agreement ~~between~~(SPOLA) ~~the Company and Linsa Associates, Ltd.,~~ dated ~~April~~May 1030, ~~2002~~2005. 1

10.2 Convertible Promissory ~~Amendment~~Note ~~#1,~~(Exhibit ~~dated~~A ~~October 28, 2002,~~ to ~~the MR3 Technology Acquisition Agreement between the Company and Linsa Associates, Ltd~~SPOLA). 1

10.3 Warrant I (Exhibit ~~Amendment~~B ~~#2, dated February 26, 2004,~~ to ~~the MR3 Technology Acquisition Agreement between the Company and Linsa Associates, Ltd. 2~~SPOLA)

~~1 Incorporated by reference from the annual report on Form~~ 10~~-KSB~~.4 Certificate of ~~for~~Designation ~~the~~(Exhibit ~~period~~C ~~ended~~to ~~December 31, 2002 filed with the Securities and Exchange Commission on August 19, 2003~~SPOLA).

~~2 Incorporated by reference from the annual report on Form~~ 10~~-KSB~~.5 Investor Rights ~~for the period ended December 31, 2003 filed with the Securities~~ and ~~Exchange~~Stockholder ~~Commission~~Agreement on(Exhibit ~~March~~D ~~29,~~to ~~2004~~SPOLA).

10.6 Security Agreement (Exhibit E to SPOLA)

10.7 Strategic Partnership Agreement (Exhibit G to SPOLA)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MR3 Systems, Inc.


	MR3 Systems, Inc.

	By:	/s/ William C. Tao
		William C. Tao Chief Executive Officer

ByDate: June ~~/s/~~17, ~~William C. Tao~~2005

William C. Tao

Chief Executive Officer

Date: October 19, 2004

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