Corporate History

MR3 Systems, Inc. ("MR3" or the "Company") was incorporated in California on July 3, 1991 as Airponic International Corporation to engage in the business of developing and marketing a technology that accelerates the growth of plants, known as the Airponic Growing System (“AGS”). On March 9, 1992, the Company amended its Articles of Incorporation to change its name to Bioponic International. On February 26, 1997 the Company filed Amended and Restated of Articles of Incorporation to increase its authorized common stock and to create a new class of preferred stock.

On October 10, 1997, pursuant to a Plan and Agreement of Reorganization, the Company obtained all of the issued and outstanding shares of MR3, Inc., a Delaware corporation, in exchange for 2,665,000 shares of its common stock. MR3, Inc., was then engaged in the business of manufacturing modules (integrated hardware and media systems) for the removal and purification of metals from industrial waster water, similar to that of the business the Company is currently engaged in. With the acquisition, MR3, Inc. became an operating division of the Company.

On June 8, 1999 the Company formed Emarethree Corporation, a Delaware corporation, as a wholly owned inactive subsidiary of the Company. On March 6, 2000, the Company formed Bioponic AGS, Inc. (“Bioponic AGS”), a Delaware corporation, as a wholly owned inactive subsidiary of Emarethree Corporation. On March 31, 2000, the Certificate of Incorporation of Emarethree Corporation was amended and restated to change its name to MR3 Systems, Inc., increase its authorized capital stock and create a class of preferred stock. On April 28, 2000, the Company completed a change of domicile of incorporation from the State of California to the State of Delaware in connection with the merger of its parent company, Bioponic International, a California corporation, with its wholly owned subsidiary, MR3 Systems, Inc., a Delaware corporation. MR3 Systems, Inc. became the surviving public entity resulting from the merger. Effective April 29, 2000, the Company transferred its Airponic Growing System technology assets and related liabilities to its subsidiary, Bioponic AGS. Concurrent with the aforementioned transfer of April 29, the Company spun-off its ownership in Bioponic AGS to its shareholders of record as of January 31, 2000. Bioponic International shareholders of record as of January 31, 2000, received one share of Bioponic AGS Inc. for every two shares of Bioponic International as a stock dividend. An aggregate of 13,734,369 common shares of Bioponic AGS were distributed to 422 shareholders on or about May 8, 2000. Effective with the distribution of shares to the Company’s shareholders, Bioponic AGS was no longer deemed to be a subsidiary of the Company and the Company had no rights or ownership to any of the technology, transferred or otherwise, owned by Bioponic AGS.