Exhibit 14.1

                                MR3 SYSTEMS, INC.


                                 CODE OF ETHICS

                                       FOR

            CHAIRMAN, EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICER


         MR3  Systems,  Inc.  ("MR3"  or  "the  Company")  has  established  the
following Code of Ethics (the "Code") for its Chairman,  Executive  Officers and
Senior  Financial  Officer to ensure the  continuing  integrity  and accuracy of
financial reporting and to protect the interests of its shareholders, as well as
all those with  which MR3  conducts  business.  The Code  applies to  Directors,
Officers and all Employees of the Company  alike.  This Code sets forth specific
policies to guide the Company's Chairman,  Executive Officers,  Senior Financial
Officer  in the  performance  of their  duties so as to  foster  an  environment
throughout  the Company that  supports and  reinforces  MR3's  commitment to the
highest of ethical standards.

         MR3's Chairman, Executive Officers and Senior Financial Officer shall:

         1.   Act with honesty and integrity,  ethically  handling any actual or
              potential conflicts between their personal,  private interests and
              the interests of MR3,  avoiding  improper  personal  benefits as a
              result of their position.

         2.   Disclose to MR3 any  material  transaction  or  relationship  that
              could  reasonably  be  expected  to  give  rise to a  conflict  of
              interest.

         3.   Endeavor to assure  responsible use of and control of MR3's assets
              and resources.

         4.   Perform  responsibilities  with a view to causing periodic reports
              filed  with  the  SEC or  other  public  communications  by MR3 to
              contain  disclosures,   which  are  objective,  accurate,  timely,
              complete, understandable and present the facts fairly.

         5.   Avoid any relationship or activity that might impair their ability
              to make objective and fair decisions in the performance of their
              duties.

         6.   Comply  with  federal,   state  and  local  laws  and  regulations
              applicable to MR3. These range from the federal  securities  laws,
              including,  without limitation, the Sarbanes-Oxley Act of 2002 and
              the rules of any exchange on which MR3's stock trades.

         7.   Take  reasonable  and   appropriate   measures  to  protect  MR3's
              confidential  information including,  but not limited to technical
              information  related to the MR3  Technology,  non-public  business
              strategies,   trend  reports  and  analyses,  pro-forma  financial
              statements and other financial information.

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                                  Exhibit 14.1

                               MR3 CODE OF ETHICS
                                   (Continued)

         8.   Not use confidential  information  acquired in the course of their
              work for personal advantage.

         9.   Take appropriately prompt action to report violations of this Code
              to the proper person or persons in the Company.

         10.  Be accountable for adherence to this Code.

         11.  Maintain accurate financial record keeping.

         12.  Refrain  from  taking any  action  that  fraudulently  influences,
              coerces,  manipulates,  or  misleads  any  independent  public  or
              certified accountant engaged in the performance of an audit of the
              financial  statements  of MR3 for the  purpose of  rendering  such
              financial statements materially misleading.

         I acknowledge that I have received and read the MR3 Systems,  Inc. Code
of Ethics and  understand  my  obligations  as an Employee and Officer to comply
with the policies and principles outlined in the Code.

Signatures of Chairman, Executive and Senior Financial Officers:

/s/ RANDALL S. REIS
---------------------------
Randall S. Reis
Chairman and CFO                                     Date:  April 19, 2004


/s/ WILLIAM C. TAO
---------------------------
William C. Tao
Chief Executive Officer                              Date:  April 19, 2004