UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

              X Quarterly Report pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                 For the quarterly period ended August 31, 2004

              [] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                          Commission File No. 333-86706

                           CROWN MEDICAL SYSTEMS, INC.
              Exact Name of Registrant as Specified in its Charter)

<TABLE>

                   Nevada                                7374                               98-0375957
<S>   <C>                                    <C>                                <C>
                   ------                               -----                               ----------
      (State or Other Jurisdiction of        (Primary Standard Industrial       (IRS Employer Identification. No.)
               Incorporation)                 Classification Code Number)
</TABLE>
                  121 WEST SYCAMORE ST., KOKOMO, INDIANA 46901


               (Address of Principal Executive Offices) (Zip Code)

         Issuer's telephone number, including area code: ( 765) 456-1089

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $0.001 per share





Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 filing 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 not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

                  Yes    X                                             No _____



State issuer's revenues for its most recent fiscal year:     Nil



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 asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

$ 63,300,580
as at December 14,  2004 based on the last sale price of our shares



State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

45,869,986







                    NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Form 10-QSB may contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology is intended to identify
forward-looking statements. It is important to note that our actual results
could differ materially from those anticipated from the forward-looking
statements depending on various important factors. These important factors
include our history of losses and ability to continue as a going concern, the
uncertainty of acceptance of current and new products in our markets,
competition in our markets, our dependence on our distributors and the other
factors discussed in our "Risk Factors" found on page 22.



FORWARD-LOOKING STATEMENTS



Portions of this Form 10-QSB, including disclosure under "Management's
Discussion and Analysis or Plan of Operation," contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), Section 21E of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation
Reform Act of 1995, as amended. These forward-looking statements are subject to
risks and uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from the results,
performance or achievements expressed or implied by the forward-looking
statements. You should not unduly rely on these statements. Forward-looking
statements involve assumptions and describe our plans, strategies, and
expectations. You can generally identify a forward-looking statement by words
such as may, will, should, expect, anticipate, estimate, believe, intend,
contemplate or project. Factors, risks, and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements
include, among others,

o        our ability to raise capital,

o        our ability obtain and retain customers,

o        our ability to provide our products and services at competitive rates,

o        our ability to execute our business strategy in a very competitive

         environment,

o        our degree of financial leverage,

o        risks associated with our acquiring and integrating companies into our

         own,

o        risks related to market acceptance and demand for our services,

o        the impact of competitive services,

o        other risks referenced from time to time in our SEC filings.



With respect to any forward-looking statement that includes a statement of its
underlying assumptions or bases, we caution that, while we believe such
assumptions or bases to be reasonable and have formed them in good faith,
assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending on the circumstances. When, in any forward-looking statement, we or
our management express an expectation or belief as to future results, that
expectation or belief is expressed in good faith and is believed to have a
reasonable basis, but there can be no assurance that the stated expectation or
belief will result or be achieved or accomplished. All subsequent written and
oral forward-looking statements attributable to us, or anyone acting on our
behalf, are expressly qualified in their entirety by the cautionary statements.
We do not undertake any obligations to publicly release any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this report or to reflect unanticipated events that may occur.



PART I - FINANCIAL INFORMATION





Item 1. Financial Statements



The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended August 31, 2004 are not necessarily
indicative of the results that can be expected for the year ending February 28,
2005.









<PAGE>




                        PAPERFREE MEDICAL SOLUTIONS, INC
                     (formerly CROWN MEDICAL SYSTEMS, INC.)

                          (a development stage company)

                          INTERIM FINANCIAL STATEMENTS

                                 August 31, 2004

                                   (Unaudited)


Balance Sheet



INTERIM Statements of Operations



interim Statements of Cash Flows



Notes to interim Financial Statements





<PAGE>


                        PaperFree Medical Solutions, Inc.

                        (formerly Crown Medical Systems)

                          (A Development Stage Company)

                                  BALANCE SHEET

                                 August 31, 2004





                  ASSETS   (Restated)

Current Assets

  Cash                                                               $      651



Investment in software                                                1,500,000

                                                                     ----------

                                                                     $1,500,651

                                                                     ==========



         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Accounts payable                                                   $   19,763

  Accrued expenses                                                       37,000

  Due to related party                                                   15,249

                                                                     ----------

         Total Current Liabilities                                       72,012

                                                                      ---------

Stockholders' Equity

  Preferred stock, $.001 par value, 5,000,000 shares

    authorized, 600,000 shares issued and outstanding                       600

  Common stock, $.001 par value, 70,000,000 shares

    authorized, 523,796 shares issued and outstanding                       524

  Additional paid in capital                                          1,987,236

  Deficit accumulated during the development stage                    (559,721)

                                                                     ----------

         Total Stockholders' Deficit                                  1,428,639

                                                                     ----------

                                                                     $1,500,651

                                                                     ==========





<PAGE>


                        PaperFree Medical Solutions, Inc.

                     (formerly Crown Medical Systems, Inc.)

                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS




<TABLE>
                                                                                                              Period from

                                                       (Restated)                   (Restated)                 Inception

                                                   Three months ended             Six Months Ended              Through

                                                       August 31,                    August 31,                August 31,

                                                  2004        2003              2004           2003              2004

                                                 ---------   --------         ---------      ---------          ---------
<S>                                            <C>           <C>              <C>            <C>                <C>


General & administrative                       $ 402,424   $  9,343           $ 421,891      $  12,283         $ 559,721

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

         NET LOSS                              $(402,424)  $( 9,343)         $(421,891)      $(12,283)        $(559,721)

                                                 ========= =========          =========       =========       =========





Basic and diluted

  loss per share                                 $(.78)       $(.01)            $(.82)         $(.02)



Weighted average

  shares outstanding

         - 2004                                 514,013                      514,013

         - 2003                                             798,796                           798,796


</TABLE>




<PAGE>


                        PaperFree Medical Solutions, Inc.

                     (formerly Crown Medical Systems, Inc.)

                          (A Development Stage Company)

                             STATEMENTS OF CASH FLOW

                     6 Months Ended August 31, 2004 and 2003

<TABLE>

                                                                                                             Period from

                                                                                                              Inception

                                                                                                               Through

                                                                        (restated)                            August 31,

                                                                         2004                2003               2004

                                                                         ---------         ---------          ---------
<S>                                                                     <C>                <C>                <C>
Cash Flows Used in Operating Activities

  Net loss                                                               $(421,891)         $( 12,283)        $(559,721)

  Adjustments to reconcile net income to net cash

    used in operating activities:

    Common stock issued for services                                        397,750                             397,750

    Impairment                                                                                                   20,077

    Depreciation                                                                                  70                772

  Changes in:

    Accounts payable                                                         (1,409)            9,342             19,763

    Accrued liabilities                                                       22,000                              37,000

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

  Net Cash Used in Operating Activities                                     ( 3,550)          ( 2,871)         ( 84,359)

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

Cash Flows Used in Investing Activities

  Purchase of equipment                                                                                           (   772)

  Purchase of a business                                                                                         (20,077)

                                                                                                              ---------

  Net Cash Used in Investing Activities                                                                         (20,849)

                                                                                                              ---------

Cash Flows Provided by Financing Activities

  Proceeds from sales of common stock                                                                            90,610

  Net advances from related parties                                           2,249                              15,249

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

  Net Cash Provided From Financing Activities                                 2,249                             105,859

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

Net increase (decrease) in cash                                            (  1,301)           (2,871)              651

Cash at beginning of period                                                  1,952               3,372             -

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

Cash at end of period                                                      $     651           $    501           $     651

                                                                         =========               =========         =========

</TABLE>



<PAGE>


                        PaperFree Medical Solutions, Inc.

                     (formerly Crown Medical Systems, Inc.)

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS





NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited interim financial statements of PaperFree Medical
Solutions, Inc. ("PaperFree") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
PaperFree's latest annual report filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the fiscal year ended February
29, 2004, as reported in the Form 10-KSB, have been omitted.





NOTE 2 - NAME CHANGE AND REVERSE SPLIT



On September 2, 2004, Crown Medical Systems (Nevada) changed its name to
PaperFree Medical Solutions, Inc.



On September 2, 2004, PaperFree effected a 40-for-1 reverse split. All share
amounts shown in this financial statement have been adjusted.





NOTE 3 - COMMON STOCK ISSUANCES



On August 11, 2004, PaperFree issued 12,500 shares of common stock for services
valued at their split-adjusted then-current trading price of $7.40 per share, or
$92,500.





NOTE 4 - PREFERRED STOCK



On September 1, 2004, PaperFree declared that its current 5,000,000 shares of
convertible preferred stock be re-designated as Series B preferred stock. A new
Series A preferred stock was designated.



On August 11, 2004, PaperFree issued 600,000 shares of Series B convertible
preferred stock for their services to date to purchase Crown Medical Systems,
Inc. (Delaware). In September 2004, these shares were converted to 5,445,000
split-adjusted common shares for each preferred share and are valued at their
split-adjusted common stock equivalent of $.51 per share, or $305,250. See Note
5.





NOTE 5 - SUBSEQUENT EVENTS



On September 1, 2004, PaperFree acquired Crown Medical Systems, Inc. (Delaware)
for 4,396,825 Preferred Series A shares. These Series A shares were immediately
converted into 39,901,187 PaperFree common shares, for a total 45,869,983
post-acquisition outstanding common shares. If sales revenue exceeds $10,000,000
in any twelve-month period, an additional 5,000,000 Series B convertible
preferred shares are issuable. In connection with this purchase, an additional
2,620,000 warrants were issued with exercise prices ranging from $.02 - $.75 per
share.



NOTE 6 - RESTATEMENTS



In Paperfree's originally filed Form 10-QSB, PaperFree made the following
erroneous entries:

         - recorded a purchase transaction that didn't close until September 2,
2004

         - failed to record 600,000 shares of preferred stock preferred stock
issued in August 2004 for services valued at $305,250.



A summary of the effect on the income statement for the 3-month period ended
August 31, 2004 is as follows:

<TABLE>

                                                                       As originally         As

                                                                         recorded          Amended          Difference


<S>                                                                     <C>                <C>              <C>
Total General and administrative expenses                                   $97,175        $402,424           $305,249

Rounding                                                                                                             1

                                                                                                              --------

         Total difference                                                                                     $305,250

                                                                                                              ========

</TABLE>

<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.


GENERAL

The Company is in the business of providing Medical Practitioners with software
and associated hardware solutions, that meet or exceed security levels specified
by the Health Insurance Portability and Accountability Act of 1996.

In exchange for a 12% royalty, the company has granted an exclusive license to
Crown Medical Systems, Inc. (Delaware) to market the MD PaperFree(R) EMR
software through the Delaware company's network of distributors. The Company
will generate royalty revenue from the sale of its proprietary Electronic
Medical Record software, to physician offices, clinics, and hospitals.
Subsequent to period end, upon the successful completion of the Merger
Agreement, the parties cancelled the royalty agreement on September 1, 2004.



OVERVIEW AND PLAN OF OPERATION

Crown Medical Systems, Inc. ("the Company") was incorporated as Link Media
Publishing Ltd. in the state of Nevada on January 29, 2002. Pursuant to an
Agreement dated February 15, 2002, and completed February 22, 2002, the Company
acquired all of the issued and outstanding shares of Business-to-Business
Publishing Ltd. ("B2B"), a British Columbia, Canada corporation, in
consideration of 2,600,000 (13,000,000 post forward 5:1 split, and 325,000 after
the 1:40 reverse split) restricted shares of its common stock and by advancing
B2B with $50,000 in long-term loans carrying no interest or fixed terms of
repayment. As a result of the transaction B2B became a wholly owned subsidiary
of the Company and their operations were merged.

The Company through B2B, which had no salaried employees, was considered a
start-up corporation involved in the production and distribution of industry
specific and special interests wall planners. Revenue was generated by B2B by
selling advertising space in its wall planners. The wall planners were
distributed, free of charge, to targeted professionals or individuals who
comprise the industry or interest groups for which the planners were designed
and produced.

Prior to our previous fiscal year ended February 28, 2003, our subsidiary
suspended operations due to our failure to raise sufficient working capital to
fund ongoing operations and our inability to attain profitable operations. We
attempted to raise additional financing to fund and restart the publishing
operations, but were not successful.

On February 23, 2004 the Company disposed of its interest in the shares of B2B
to its original vendors, in return for the surrender for cancellation of the
13,000,000 post forward split shares of the Company issued in connection with
the acquisition of Business to Business Publishing Inc., resulting in a gain on
disposition of $2,495. The B2B operations have been shown as discontinued
operations in the accompanying financial statements.

On September 3, 2003, the Company executed an Agreement and Plan of Merger (the
"Merger Agreement") with Crown Medical Systems, Inc. ("Crown Delaware"). Crown
Delaware is a private Delaware company that provides computer software, hardware
and support solutions to the health care industry. Pursuant to the terms of the
Agreement, the Company changed its name to Crown Medical Systems, Inc. effective
December 18, 2003. The Merger Agreement is subject to approval of the
shareholders of Crown Delaware and a final closing.

Upon final closing, the acquisition will be accounted for as a reverse
acquisition with Crown Delaware being treated as the accounting parent and Crown
Medical Systems, Inc. (Nevada) (the "Company), the legal parent, being treated
as the accounting subsidiary.

The Company, through an agreement dated January 27, 2004 acquired MD PaperFree,
a proprietary EMR (Electronic Medical Record) software program used by Medical
Practitioners to document patient encounters. The company, on the same date
entered into a sub license agreement with Crown Delaware granting the exclusive
rights to market, distribute and license ownership and use of the MD PaperFree
software, in exchange for a twelve (12) % royalty payable to the Company on all
licensing fees received by Crown from the MD PaperFree software. No sales took
place during the period between acquisition (January 27, 2004) and period-end,
and accordingly no royalties were earned.

For the period ended August 31, 2004, the Company had total assets of $
(February 29, 2004 - $1,501,952), including cash resources of $651 (2004
$1,952), accounts receivable of $Nil ( 2004 $ Nil) and Computer Software of
$1,500,000 ( 2004 $1,500,000). The cash and equivalents represent the Company's
present source of liquidity.

The Company's liabilities at August 31, 2004 totalled $72,012 ( 2004 $49,172),
consisting of $56,763 ( 2004 $36,172) in accounts payables and accrued
liabilities and $15,249 ( 2004 $13,000) Due to related parties .

During the six month periods ended August 31, 2004 and 2003 the Company had no
revenues from continuing operations. The Company incurred net losses for the
period of $421,891 ( 2003 - $12,283).

The Company has not realized any revenues for the current period and is
presently operating at a loss. The Company's ability to continue as an ongoing
concern is dependent on its ability to generate revenues from software sales.
Failing that, the Company may need to raise additional capital, either debt or
equity capital, to fund future operation and ultimately to attain profitable
operation.

On September 3, 2004, the Company executed an Agreement and Plan of Merger (the
"Merger Agreement") with Crown Delaware. This Merger Agreement takes precedent
over the Share Purchase Agreement executed June 20, 2004. Crown Delaware is a
private Delaware company that provides computer software, hardware and support
solutions to the health care industry. The Agreement and Plan of Merger is
subject to approval of the shareholders of the Crown Delaware and a final
closing. The terms of the Merger Agreement provide for:





<PAGE>



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


(a)  Re-Purchase of Shares - Upon completion of the merger, the Company will
     acquire for treasury, 2,000,000 (250,000 after the 1:5 forward split and
     40:1 reverse split)) restricted common shares from a former director for
     nominal consideration
(b)  Merger Subsidiary - a newly formed, wholly owned subsidiary of Crown Nevada
     ("Merger Sub") will be incorporated. Crown Delaware will then merge with
     Merger Sub.
(c)  Acquisition of Crown Delaware - the current Crown Delaware shareholders
     will receive 4,396,825 Preferred Series A shares as consideration for the
     acquisition, on the basis of 6.3 Preferred Series A shares for each one
     current Crown Delaware share. These shares will be subject to rule 144
     restrictions.
(d)  Conversion of Preferred Series A Shares - the current Crown Delaware
     shareholders will be entitled to immediately convert each Preferred Series
     A shares into 2.75 common shares of the new entity. After conversion, each
     former Crown Delaware Shareholder will have received 0.4365 surviving
     company share for each common share they held in Crown Delaware. Once the
     Preferred Series A shares have been converted, the former Crown Delaware
     shareholders will hold 12,091,296 shares in the surviving company.
(e)  Merger - each current Company shareholder will receive one new share of the
     surviving company for each share they held in the Company prior to the
     acquisition of Crown Delaware.
(f)  Preferred Shares - The Company has also agreed to issue 5,000,000
     non-voting non-participating preferred shares to Crown Delaware management,
     convertible into common shares of the Company, on a one to one basis, upon
     the booking of $10,000,000 of sales revenue in any twelve month period.
     Until the conversion of Series A Preferred Shares described in (d) above or
     an increase in the authorized share capital, there will be insufficient
     authorized Preferred shares to meet the provisions of this part of the
     agreement.
(h)  Options - Certain key employees and consultants of Crown Delaware will be
     granted a total of 1,500,000 options to acquire shares of The Company's
     common stock at a price of $0.75 per share for a period of 60 months.


Upon completion of the transactions described above, the former shareholders of
Crown Delaware will own approximately 54% (54% on a diluted basis) of the common
shares of the Company. As there will be a change in control of the Company, the
transactions will be accounted for as a reverse merger with Crown Delaware being
treated as the accounting parent and the Company being treated as the accounting
subsidiary.









During the six-month period ended August 31, 2004 we had no revenue.

We intend to seek financing necessary to fund future operations and to fund our
investigation, negotiation and acquisition of other business acquisition
opportunities. Currently, we have no anticipated source of financing.

We anticipate incurring approximately $250,000 for administrative expenses over
the next 12 month period including accounting and audit costs ($25,000) legal
fees ($75,000), rent and office costs ($35,000) and general administrative costs
($115,000). We do not currently have cash on hand to cover these anticipated
costs. We further anticipate spending $500,000 on research and development to
enhance our product offerings, and $300,000 for sales and marketing activities.

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock or from director loans. However, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or arrange director loans
in order to continue operations.



Risk Factors

In addition to the other information in this current report, the following
factors should be carefully considered in evaluating our business and prospects:



Unsuccessful Operating History

We have a limited operating history upon which an evaluation of our future
prospects can be made. Our business history has been limited to the publication
and distribution of industry and profession specific wall planners. That
business plan was unsuccessful and we are now reviewing the possibility of
resuming our operation and reviewing other business acquisition opportunities.
There is no guarantee that we will be able to raise the financing necessary to
develop any future business plan we may adopt.



If We Do Not Obtain Additional Financing, We Will Not Be Able to Acquire Any
Assets

As of August 31, 2004, we had cash on hand in the amount of $651.We will likely
have to raise funds to acquire new assets and finance operation or acquire new
assets and to finance operations. If we are not able to raise the funds
necessary to fund our business objectives, we may have to delay the
implementation of any future business plan.

We do not have any arrangements for financing and we can provide no assurance
that we will be able to obtain the required financing when needed. Obtaining
additional financing will be subject to a number of factors, including:

*        Market conditions;

*        Investor acceptance of potential business assets; and

*        Investor sentiment.

These factors may make the timing, amount, terms and conditions of additional
financing unattractive or unavailable to us. If we are not successful in
achieving financing id operation or acquire business assets, our development
will be delayed.

If We Are Unable To Generate Significant Revenues From Our Operations, Our
Business Will Fail.

If we are unable to generate significant revenues from resumption of operations
or any business interest we acquire, we will not be able to achieve
profitability or continue operations.



Our Securities May Be Subject to Penny Stock Regulation.
-------------------------------------------------------

If an active trading market for our securities develops and the price of our
common stock falls below $5.00 per share, then we will be subject to "penny
stock" regulation. "Penny stock" rules impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with a spouse). For transactions covered by these rules, the broker-dealer must
make a special suitability determination for the purchase of such securities and
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to sell our shares of
common stock. The market price of our shares would likely suffer as a result.



Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the this Risk Factors section and elsewhere in this prospectus.





Item 2.  Description Of Property


The Company neither leases nor owns any real property.



Item 3.  Legal Proceedings



Not applicable.



Item 4.  Submission of Matters to a Vote of Security Holders



None





ITEM 3.  CONTROLS AND PROCEDURES


Evaluation of disclosure controls and procedures:

         Within the 90 days prior to the filing date of this report, the Company
         carried out an evaluation of the effectiveness of the design and
         operation of its disclosure controls and procedures pursuant to
         Exchange Act Rule 13a-14. This evaluation was done under the
         supervision and with the participation of the Company's President and
         Chief Financial Officer. Based upon that evaluation, they concluded
         that the Company's disclosure controls and procedures are effective in
         gathering, analyzing and disclosing information needed to satisfy the
         Company's disclosure obligations under the Exchange Act.



Changes in internal controls:
         There were no significant changes in the Company's internal controls or
         in other factors that could significantly affect those controls since
         the most recent evaluation of such controls.

..



PART II


ITEM 1.

LEGAL PROCEEDINGS
NONE


ITEM 2.

CHANGES IN SECURITIES
NONE


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES
NONE


ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5.

OTHER INFORMATION

NONE.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits

Exhibit 99.1 - Certification required by Rule 13a-14(a) or Rule 15d-14(a).

Exhibit 99.1 - Certification required by Rule 13a-14(b) or Rule 15d-14(b) and
section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.


(b)      Reports on Form 8K.


1)       A Form 8-K was filed on July 19, 2004 disclosing

a)       Letter of Intent among Crown Medical Systems, Inc., a Nevada
         corporation and Crown Medical Systems, Inc., a Delaware corporation
         dated July 8, 2004.

b)       Press Release dated July 19, 2004.

c)       Letter of Resignation from G. Paul Marshall dated July 9, 2004.

2)       A Form 8-K was filed on August 30, 2004 disclosing

a)       That the Company ("Crown Nevada"), Crown Medical Systems, Inc., a
         Delaware corporation ("Crown Delaware"), and CMS Acquisition Corp., a
         Delaware corporation and a wholly owned subsidiary of the Company
         ("Merger Sub") entered into an Agreement and Plan of Merger (the
         "Merger Agreement"). The Company, Crown Delaware and Merger Sub are
         referred to collectively herein as the "Parties." The merger was
         approved by the Board of Directors of each company, the sole
         stockholder of Merger Sub and holders of in excess of a majority of the
         issued and outstanding capital stock of Crown Delaware and consummated
         in accordance with the terms of the Merger Agreement effective at 9:00
         A.M., EST on the 9th day of August, 2004 (the "Effective Time").



b)       Upon the terms and subject to the conditions set forth in this
         Agreement and in accordance with Delaware Law, at the Effective Time,
         Merger Sub shall be merged with and into Crown Delaware. As a result of
         the Merger, the outstanding shares of capital stock of Merger Sub and
         Crown Delaware shall be converted or cancelled in the manner provided
         in Section 2.06 of the Merger Agreement, the separate corporate
         existence of Merger Sub shall cease, and Crown Delaware will be the
         surviving corporation in the Merger (the "Surviving Corporation").



3)       A Form 8-K was filed on September 1, 2004 disclosing

a)       On September 1, 2004, the Company completed the transaction
         contemplated by the Agreement and Plan of Merger ("The Merger
         Agreement") by and among the Company, Crown Medical Systems, Inc., a
         Delaware corporation ("Crown Delaware"),and CMS Acquisition Corp., a
         Delaware corporation and a wholly owned subsidiary of the Company
         ("Merger Sub").

b)       Upon the terms set forth in the Merger Agreement and in accordance with
         Delaware Law, Merger Sub merged with and into the Company. As a result
         of the Merger, the outstanding shares of capital stock of Merger Sub
         and Crown Delaware converted or cancelled in the manner provided in
         Section 2.06 of the Merger Agreement, the separate corporate existence
         of Merger Sub ceased, and the Company is the surviving corporation in
         the Merger .

c)       Effective September 1, 2004, the Company elected Crawford Shaw and
         David L. Bailey as Directors of the Corporation. Therefore, pursuant to
         the terms of the Merger Agreement (defined below), the following are
         the officers and directors of the Company:

<TABLE>

------------------------------------------- ------------- ---------------------------------------------
<S>                                         <C>           <C>
NAME                                        AGE           POSITION
------------------------------------------- ------------- ---------------------------------------------

------------------------------------------- ------------- ---------------------------------------------
Brian D. Knight                             54            Director
------------------------------------------- ------------- ---------------------------------------------
James A. Sterling                           57            Executive Vice President and Director
------------------------------------------- ------------- ---------------------------------------------
William L. Sklar                            56            Chief Executive  Officer,  President,  Chief
                                                          Financial Officer,  Chief Accounting Officer
                                                          and Director
------------------------------------------- ------------- ---------------------------------------------
Jerry S. Wayt                               67            Secretary and Director
------------------------------------------- ------------- ---------------------------------------------
Dr. Laurence Watkins 58 Director
------------------------------------------- ------------- ---------------------------------------------
Crawford Shaw                               69            Director
------------------------------------------- ------------- ---------------------------------------------
David L. Bailey                             64            Director
------------------------------------------- ------------- ---------------------------------------------
Mark Jennings                               41            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
Darlene Cox                                 51            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
Kim Albaugh                                 49            Advisory Director
------------------------------------------- ------------- ---------------------------------------------

</TABLE>
4)       A Form 8-K was filed on September 2, 2004 disclosing

     Effective at the close of business on September 2, 2004, the Board of
     Directors of Crown Medical Systems, Inc., a Nevada corporation (the
     "Company") authorized a reduction in the total number of shares of Common
     Stock of the Company at the ratio of one new share for 40 old shares. As of
     that date, there are 34,193,105 shares of Common Stock issued or issuable
     and outstanding. After the reduction, the total number of outstanding
     shares of Common Stock will be approximately 14,252,565

5)       A Form 8-K was filed on September 3, 2004 disclosing

     On September 3, 2004 the Company exercised the option granted in the
     Articles of Designation to cause 4,996,825 shares of Series A Convertible
     Preferred Stock to be converted to 45,345,187 shares of Common Stock
     effective as of the close of business September 3, 2004. After giving
     effect to the reduction in the number of outstanding shares that was
     effective at the close of business September 2, 2004 and the
     above-described conversion, the number of shares of outstanding Common
     Stock is approximately 45,856,483.




(c) Reports on Form S-8.

1)       A Form S-8 was filed on July 27, 2004

     The Company filed a registration statement on Form S-8 that registered,
     upon issuance: 600,000 Preferred Series A shares convertible into 1,650,000
     common shares; 2,620,000 Warrants in Series to acquire 2,620,000 common
     shares; and 3,795,000 Common Shares.issuable under the 2004 Directors,
     Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan.



2)       A Form S-8 was filed on August 16, 2004

     The Company filed a registration statement on Form S-8 that registered upon
     issuance 500,000 common shares issued pursuant to the 2004 Directors,
     Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan.







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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

CROWN MEDICAL SYSTEMS, INC. (NEVADA)

(Registrant)


By:   /s/ William L. Sklar



        William L Sklar, President, Treasurer and Director

Date:  December 15, 2004
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

By    /s/ William L Sklar



         William L Sklar, Secretary and Director

Date:  December 15, 2004

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.







Exhibit 99.1 CERTIFICATION


I, William L Sklar, President and Treasurer, Chief Financial Officer of Crown
Medical Systems, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Crown Medical
Systems, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of 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 quarterly
report;



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



4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;



         b)       evaluated the effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"); and



         c)       presented in this quarterly report our conclusions about the
effectiveness of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):





         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and



         b)       any fraud,  whether or not material,  that involves
management or other employees who have a significant role in the
registrant's internal controls; and



6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





Date: December 15, 2004    /s/ William L Sklar

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



     Exhibit 99.2 CERTIFICATION



I, Newell Crane, Chief Executive Officer, and Director of Crown Medical Systems,
Inc, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Crown Medical
Systems, Inc.



2. Based on my knowledge, this quarterly report does not contain any untrue
statement of 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 quarterly
report;



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



4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;



         b)       evaluated the effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"); and



         c)       presented in this quarterly report our conclusions about the
effectiveness of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):





         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and



         b)       any fraud,  whether or not material,  that involves
management or other employees who have a significant role in the
registrant's internal controls; and



6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





Date: December 15, 2004    /s/ Newell Crane





















Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the filing of the Quarterly Report on Form 10QSB for the
quarter ended August 31, 2004 (the "Report") by Crown Medical Systems, Inc., the
undersigned hereby certifies that:



1. The Report complies in all material respects with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material
respects the financial condition and results of operations of the Registrant.



Date:December 15, 2004        /s/ William L Sklar



Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the filing of the Quarterly Report on Form 10QSB for the
quarter ended August 31, 2004 (the "Report") by Crown Medical Systems, Inc., the
undersigned hereby certifies that:



1. The Report complies in all material respects with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material
respects the financial condition and results of operations of the Registrant.



Date: 15 December 2004     /s/ Newell Crane