CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Randall S. Reis,  Chief Financial  Officer of MR3 Systems Inc.,  (the  "small
business issuer") certify that:


   1.    I have  reviewed  this small  business  issuer's  Annual Report on Form
         10-KSB for the period ended December 31, 2004:

   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 small business  issuer as of, and for, the periods  presented in
         this report;

   4.    The  small  business  issuer's  other  certifying  officers  and  I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         and internal  control over financial  reporting (as defined in Exchange
         Act Rules  13a-15(f) and 15d-15(f))  for the small business  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
                small business 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.  Designed  such internal  control over  financial  reporting,  or
                caused such  internal  control  over  financial  reporting to be
                designed under our supervision,  to provide reasonable assurance
                regarding  the  reliability  of  financial   reporting  and  the
                preparation  of financial  statements  for external  purposes in
                accordance with generally accepted accounting principles;

            c.  Evaluated  the  effectiveness  of the  small  business  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

            d.  Disclosed  in this  report  any  change  in the  small  business
                issuer's internal control over financial reporting that occurred
                during the small  business  issuer's most recent fiscal  quarter
                (the small business  issuer's  fourth fiscal quarter in the case
                of  an  annual  report)  that  has  materially  affected,  or is
                reasonably  likely to  materially  affect,  the  small  business
                issuer's internal control over financial reporting;

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   5.    The  small  business  issuer's  other  certifying  officers  and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of the small business  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 small
                business  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  small
                business issuer's internal control over financial reporting.


 Date:  May 19, 2005                             By:  /s/ RANDALL S. REIS
                                                      -------------------
                                                      Randall S. Reis
                                                      Chief Financial Officer