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

                                   FORM 10-QSB

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

                For the quarterly period ended November 30, 2005

              X 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

                        PAPERFREE MEDICAL SOLUTIONS, 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.)

$ 1,703,900 as at January 16, 2006,  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.

 65,537,640 as at January 16, 2006


                    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 below.

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 consolidated 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 three months ended November 30, 2005
are not necessarily indicative of the results that can be expected for the year
ending February 28, 2006.









<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                November 30, 2005
                                   (Unaudited)

<TABLE>
                                     ASSETS

<S>                                                                                    <C>
Current Assets
         Cash                                                                          $           774,091
         Accounts receivable, net of the allowance of $109,362                                      58,949
                                                                                       -------------------
              Total current assets                                                                 833,040

Fixed assets, net of accumulated depreciation of $108,017                                           57,958
Other long term assets                                                                             100,000
Goodwill         3,341,944

Total assets                                                                              $      4,332,942
                                                                                          ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accounts payable and accrued liabilities                                        $         532,192
         Stock payable                                                                             486,774
         Notes payable - related parties                                                           214,075
         Lines of credit                                                                           118,352
         Mandatorily redeemable Series C Preferred Stock, $0.001 par
              value, 90,000 shares authorized, issued and outstanding                               75,600
                                                                                       -------------------

              Total current liabilities                                                          1,426,993

Callable Secured Convertible Notes Payable,                                               138,102
Derivative Liability                                                                               661,898

              Total Liabilities                                                                  2,226,993
                                                                                        ------------------

Stockholders' equity
         Series A Convertible Preferred Stock, $0.001 par value,
              5,000,000 shares authorized, 0 shares issued and outstanding                               -
         Series B Preferred Stock, $0.001 par value, 5,000,000 shares
              authorized, 0 shares issued and outstanding                                                -
         Common stock, $0.001 par value, 70,000,000 shares
              authorized, 54,537,640 shares issued and outstanding                                  54,537         Additional
paid-in-capital                                                                                 61,145,643
         Accumulated deficit                                                                   (59,094,231)
                                                                                          -----------------
              Total stockholders' equity                                                         2,105,949
                                                                                         -----------------

Total liabilities and stockholders' equity                                                $      4,332,942
                                                                                          ================
</TABLE>

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
                                   (Unaudited)

                             Three Months ended November 30,           Nine Months Ended November 30,
                                    2005              2004                           2005                2004
                                    ----              ----                           ----                ----
<S>                       <C>                <C>                       <C>                          <C>
Sales                     $       229,678    $                    -                 $ 803,172       $            -
Cost of sales                     (50,498)                         -                 (136,876)                   -
                        ------------------   -----------------------            --------------    ----------------

Gross profit                      179,181                                             666,296                    -

Operating expenses:
General and
   administrative                 261,087        54,591,041                         1,363,746           55,004,953
Impairment expense                                1,500,000                                              1,500,000
Depreciation                        4,763                        -                     18,503                    -
Consulting fees                    25,264                       -                      57,467                    -
Law suit settlement               568,000                                             568,000
Professional fees                       -                         -                    91,014                    -
                       ------------------    -----------------------              -----------     ----------------

Net loss
  from operations                (679,933)        (56,091,041)                     (1,432,434)         (56,504,953)


Interest expense                  (50,554)                         -                  (89,109)               (7,980)
                         -----------------   -----------------------             ------------------------------------

Net loss                   $     (730,487)   $    (56,091,041)                   $ (1,521,544)       $ (56,512,933)
                           ===============   =================                   =============       ==============


Basic and diluted
  Net loss per share             $  (0.01)         $   (1.31)             $             (0.03)        $    (3.90)

Weighted average
  shares outstanding           54,182,409           42,740,817                     52,219,372           14,486,338

</TABLE>
<PAGE>



                       PAPERFREE MEDICAL SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended November 30, 2005 and 2004
                                   (Unaudited)


<TABLE>
                                                                                    2005                2004
                                                                                    ----                ----
<S>                                                                          <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                              $      (1,521,544)   $  (56,512,933)
       Adjustments to reconcile net loss to cash used in
       operating activities:
       Depreciation                                                                     14,456                 -
       Impairment                                                                                      1,500,000
       Bad debt expense                                                                 73,000                 -
       Shares issued for services                                                      353,000        25,136,480
       Warrant expense                                                                       -        29,761,630
       Stock payable                                                                   486,774                 -
       Changes in assets and liabilities:
           Accounts receivable                                                          (4,919)                -
           Accounts payable and accrued liabilities                                      23,792           24,571
                                                                                      ---------    -------------

CASH USED IN OPERATING ACTIVITIES                                                     (575,441)          (90,252)
                                                                              -----------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Net change in line of credit                                                    (11,622)                -
       Net advances from related party                                                 138,136            65,249
       Proceeds from notes payable                                                      15,973                 -
       Proceeds from exercise of warrants                                              232,600                 -
       Proceeds from convertible loans, net of issuance costs                          740,000                 -
       Shares issued for cash, net of offering costs                                   112,608            60,000
                                                                              ----------------    --------------

CASH PROVIDED BY FINANCING ACTIVITIES                                                1,227,695           125,249
                                                                             ------------------    -------------

NET CHANGE IN CASH                                                                     652,254            34,997
         Cash, beginning of period                                                     121,837             1,952
                                                                             -----------------------------------

         Cash, end of period                                                  $        774,091   $        36,949
                                                                              ================   ===============

Cash paid for:
         Interest                                                             $         89,109        $   7,980
         Income tax                                                                          -                 -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Shares issued for acquisition of KMS                                     $    3,000,000$                -
       Reclassification of short term debt for warrant exercises403,000                      -

</TABLE>
<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated 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 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 consolidated financial statements, which would, substantially duplicate the
disclosure contained in the audited financial statements for fiscal 2005 as
reported in form 10-KSB have been omitted.

In the prior year, PaperFree was presented as a development stage enterprise. In
the quarter ended November 30, 2005, PaperFree is no longer considered
development stage and the additional disclosures have been removed.


NOTE 2 - PURCHASE OF KMS COMPUTER SERVICES

On March 1, 2005, PaperFree acquired 100 percent of the outstanding common
shares of KMS Computer Services, Inc. (`KMS") in exchange for the issuance of
2,400,000 shares of PaperFree common stock. The results of KMS's operations have
been included in the consolidated statement of operations since that date. KMS
is a provider of billing and practice management software. PapeFree is expected
to be the leading provider of paper-free turnkey medical solutions for small to
large multi-physician, multi-specialty offices, hospitals and integrated
delivery networks.

The aggregate purchase price was 2,400,000 shares of Paperfree's common stock
valued at $3,000,000. The value of the 2,400,000 common shares issued was
determined based on the market price of PaperFree's common shares on the date of
the initial agreement.

The acquisition is accounted for as a purchase. Goodwill in the amount of
$3,341,944 is recorded at the date of the acquisition. The following table
summarizes the estimated fair value of the assets acquired and liabilities
assumed at the date of acquisition.



<PAGE>


Current assets                           $    141,888
Goodwill                                    3,341,944
Property, plant and equipment                  72,414
                                       --------------
Total assets acquired                       3,556,246
                                         ------------

Current liabilities                          (426,269)
Long-term liabilities                        (129,977)
                                         ------------
Total liabilities assumed                    (556,246)
                                         ------------

Total purchase price                       $3,000,000
                                           ==========

The following are pro forma condensed statements of operations for the three and
nine month period ended November 30, 2005 and 2004, as though the acquisition
had occurred on March 1, 2004.

<TABLE>
                                                       Three Months                        Nine Months
                                                    Ended November 30,                 Ended November 30,
                                                   2005               2004              2005            2004
                                             ----------         ----------       -----------     -----------
<S>                                          <C>                <C>              <C>             <C>
Revenue                                        $229,678          $ 108,044         $803,172        $ 760,940
Net income (loss)                              (730,487)         (152,100)        (1,521,544)      (398,574)

Income (loss) per share -
  basic and diluted                              $(0.01)         $  (0.01)            $(0.03)       $ (0.01)
</TABLE>

NOTE 3 - COMMON STOCK

During the quarter ended May 31, 2005:

- PaperFree issued the shareholders of KMS 2,400,000 shares of its common stock
valued at $3,000,000. - PaperFree issued 120,000 shares of common stock to a
consulting company for services valued at $168,000. - PaperFree issued 249,260
shares of common stock for cash consideration of $103,390 through a Reg S stock
sale and incurred offering costs of $10,339 to its broker.
- PaperFree issued 700,000 shares of common stock for the exercise of
warrants.  Paperfree received $32,600 in cash and reduced a prior year note
payable by $170,400 for the exercise.

During the quarter ended August 31, 2005:

-        PaperFree issued 150,000 shares of common stock to a consulting
company for services valued at $12,000.
-        PaperFree  issued 431,666  shares of common stock for cash
consideration  of $18,702  through a Reg S stock sale and incurred
              offering costs of $1,870 to its broker.
-        PaperFree issued 500,000 shares of common stock for the exercise of
warrants.  Paperfree received $200,000 in cash for the
              exercise. During the quarter ended November 30, 2005

-        PaperFree  issued  100,000 shares of common stock valued at $8,000 to
a consulting  company for services in connection  with a
              lawsuit settlement (see note 6 for details)
-        PaperFree  issued  2,000,000  shares of common stock valued at
$160,000 to legal  counsel for  services in  connection  with a
              lawsuit settlement (see note 6 for details)
- PaperFree issued 54,500 to investors for cash of $2,725 previously advanced to
a director to further the company's operations - PaperFree issued 100,000 to two
employees for services valued at $5,000.


NOTE 4 - STOCK PAYABLE

During the nine months ended November 30, 2005, a former director of Paperfree
sold 179,000 shares of common stock to investors for proceeds of $89,500. These
stock sales were not approved by the board prior to their occurrence and the
director never transferred the proceeds to Paperfree. Paperfree has agreed to
issue the investors the stock in exchange for indemnification. Paperfree has
accrued a stock payable and fraud loss of $89,500 during the nine months ended
November 30, 2005. As at November 30, 2005 claims were received for $2,796
resulting in the issuance of 54,500 shares. It is unknown if the 179,000 shares
represent all shares sold by the former director without the board's approval.
Paperfree may have further liabilities to accrue and stock to issue if future
claims are made.

In September 2005, Paperfree agreed to issue 8,000,000 shares of common stock
valued at $400,000 for a lawsuit settlement (see note 6 for details). The shares
were not issued as of November 30, 2005 and are reflected in the Stock Payable
balance on the balance sheet.


NOTE 5 - CALLABLE SECURED CONVERTIBLE NOTES PAYABLE

Paperfree entered into a securities purchase agreement with four investors (the
"note holders") on November 30, 2005, for the sale of (i) $1,500,000 in callable
secured convertible notes and (ii) warrants to purchase 3,000,000 shares of
common stock at an exercise price of $0.10 per share. The securities purchase
agreement required the purchase of an aggregate of $1,500,000 of the callable
secured convertible notes and 3,000,000 warrants occurring in three traunches as
follows:

(i)      $800,000 on November 30, 2005 and 1,600,000 warrants to purchase
         common stock;

(ii)            $400,000 within two days after filing a registration statement
                covering the number of shares of common stock underlying the
                callable secured convertible notes and 800,000 warrants to
                purchase common stock; and

(iii)    $300,000 within two days of the effectiveness of the registration
         statement and 600,000 warrants to purchase common stock.

The callable secured convertible notes bear interest at 8% per annum from the
date of issuance. Interest is computed on the basis of a 365-day year and is
payable quarterly in cash. The callable secured convertible notes mature three
years from the date of issuance, and are convertible into common stock at the
note holders' option, at the lower of (i) $2.00 or (ii) 65% of the average of
the three lowest intraday trading prices for the common stock on the OTC
Bulletin Board for the 20 trading days before but not including the conversion
date. Accordingly, there is no limit to the number of shares into which the
callable secured convertible notes may be converted. The callable secured
convertible notes are secured by Paperfree's assets, including inventory,
accounts receivable and intellectual property.

The agreement restricts the note holder's ability to convert their callable
secured convertible notes or exercise their warrants and receive shares of
common stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding shares of common stock. However, the
note holders may repeatedly sell shares of common stock in order to reduce their
ownership percentage, and subsequently convert additional callable secured
convertible notes.

Paperfree incurred direct financing costs of $100,000 associated with the
issuance of the convertible notes. These costs were recorded as an "other long
term asset" to be amortized over the life of the notes using the effective
interest method. Costs incurred included:

               Debt arrangement fees                                  $ 35,000
               Broker fees                                              40,000
               Key man life insurance single premium                    20,000
               Legal fees                                                5,000
                                                                      --------
               Total associated fees                                  $100,000
                                                                      ========

Paperfree analyzed the Convertible Notes and the Warrants for derivative
financial instruments, in accordance with SFAS No. 133. The Convertible Notes
are a hybrid instrument which contains more than one embedded derivative feature
which would individually warrant separate accounting as derivative instruments
under SFAS 133. The various embedded derivative features have been bundled
together as a single, compound embedded derivative instrument that has been
bifurcated from the debt host contract, and referred to as the "Single Compound
Embedded Derivatives within the Convertible Notes". The single compound embedded
derivative features include the conversion feature within the Convertible Notes,
the early redemption option and the Contract Rate adjustment. Paperfree valued
the compound embedded derivatives based on a probability weighted discounted
cash flow model. The value of the single compound embedded derivative liability
was bifurcated from the debt host contract and recorded as a derivative
liability, which resulted in a reduction of the initial carrying amount (as
unamortized discount) of the Convertible Notes of $555,809 at inception on
November 30, 2005. The unamortized discount will be amortized to interest
expense using the effective interest method over the life of the Convertible
Notes, or 36 months.

The Stock Purchase Warrants are freestanding derivative financial instruments
which were valued using the Black-Scholes method. The fair value of the
derivative was computed at $106,089 at inception on November 30, 2005 and was
recorded as a derivative liability which resulted in a reduction of the initial
carrying amount (as unamortized discount) of the Convertible Notes. The
unamortized discount will be amortized to interest expense using the effective
interest method over the life of the Convertible Notes, or 36 months.

Both the embedded and freestanding derivative financial instruments were
recorded as liabilities in the consolidated balance sheet and measured at fair
value. These derivative liabilities will be marked-to-market each quarter with
the change in fair value recorded in the income statement.


The following summarizes the financial presentation of the Convertible Notes at
November 30, 2005:

Face value of Convertible Notes                                       $800,000

Adjustments:
     Discount for derivative liability-Convertible Notes
       with Compound Embedded Derivatives                            (555,809)
     Discount for derivative liability-Investors Warrant             (106,089)
                                                                      --------

Convertible Notes balance, as adjusted                                $138,102
                                                                      ========


As the first tranche was drawn down on November 30, 2005, the last day of the
quarter, no amortization has been recorded for the discount or the loan costs as
of November 30, 2005.



Note 6 - Lawsuit Settlement



On September 12, 2005 Paperfree approved a settlement of a lawsuit launched by
PW Management in connection with the return of funding provided to Crown Medical
Systems, Inc [Delaware]. Although Paperfree abandoned its merger with Crown
[Delaware], it was deemed expedient to settle the lawsuit. Accordingly, on
January 4, 2006 Paperfree issued 2,000,000 shares to each of four entities for a
total consideration of 8,000,000 shares. The 8,000,000 shares had a fair value
of $400,000 which is included in stock payable as of November 30, 2005(see note
4 for details). Paperfree issued 2,100,000 shares of common stock valued at
$168,000 for professional fees incurred due to the settlement resulting in an
aggregate settlement expense of $568,000.


NOTE 7 - SUBSEQUENT EVENTS


During December 2005 and January 2006, PaperFree

-        issued 8,000,000 shares in connection with the settlement of a lawsuit
         concerning the former Crown Medical Solutions, Inc.
-        issued 3,000,000 shares to consultants for services provided by two
         third parties





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, which meet or exceed security levels
specified by the Health Insurance Portability and Accountability Act of 1996.





OVERVIEW AND PLAN OF OPERATION

PaperFree Medical Solutions, 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.

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.

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. 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

As the former management of Crown Medical Systems, Inc. (Delaware) were unable
to provide financial records in a format that was economically susceptible to
audit verification by an independent registered accounting firm, the PaperFree
Board of Directors took formal action to abandon the investment in Crown Medical
Systems, Inc. (Delaware).

Following the decision to abandon the Crown acquisition, PaperFree Management
undertook a search for a replacement operating company. They identified a
Company known as KMS Computer Services , Inc., located in Kokomo, Indiana. KMS
is a provider of paper-free turnkey medical solutions for small to large
multi-physician, multi-specialty offices, hospitals and integrated delivery
networks.



For the period ended November 30, 2005, the Company had total assets of $
4,332,942 (February 28, 2005 - $121,837), including cash resources of $ 774,091
(2005 $121,837), accounts receivable of $ 58,949 (2005 $ Nil). The cash and
equivalents represent the Company's present source of liquidity.

The Company's liabilities at November 30, 2005 totalled $2,226,993 (2005
$362,954), consisting of $532,192 (2005 $106,810) in accounts payables and
accrued liabilities; $486,774 (2005 $ Nil) in Stock Payable and $214,075 (2005
$10,144) due to related parties. .Mandatorily redeemable preferred stock shown
as a current liability item was $75,600 (2004 $75,600). The Company received
gross proceeds from the sale of convertible notes of $800,000 during the period
which has been shown in these statements as $138,102 of convertible notes
payable and $661,898 as the associated derivative liability.

During the three-month period ended November 30, 2005, the Company had Revenues
of $ 229,678 and gross margin of $ 179,181. The Company had no revenues from
continuing operations during the three months ended November 30, 2004. The
Company incurred net loss for the period of $730,487 (2004 $56,091,040)

During the nine-month period ended November 30, 2005, the Company had Revenues
of $803,172 and gross margin of $ 666,296. The Company had no revenues from
continuing operations during the nine months ended November 30, 2004. The
Company incurred net losses for the period of $1,521,544 (2004 $56,512,933)

The Company 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.

During the nine months ended November 30, 2005 we incurred losses of $1,521,544.

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 commitments for $700,000 of additional
financing dependent upon the filing of registration statement with the
Securities Exchange Commission.





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 prior business history has been limited to the
publication and distribution of industry and profession specific wall planners
Currently we are engaged in the provision of Billing Services as well as the
sale of computerized Practice Management and Electronic Medical Record solutions
to medical practioners. We are not yet profitable. 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 November 30, 2005, we had cash on hand in the amount of $ 744,091. 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 leases office premises from the former owner of KMS Medical
Solutions, Inc.



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 were not
         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 March 9, 2004 disclosing



Effective March 1, 2005, PaperFree Medical Solutions, Inc., a Nevada corporation
(the "Company") entered into an Agreement and Plan of Reorganization (the
"Agreement") among KMS Computer Services, Inc., an Indiana corporation ( "KMS")
and Kim Allbaugh, the majority security holder of KMS ("Shareholder").

         Upon the terms and subject to the conditions of the Agreement, all
security holders of KMS will exchange all of the shares of KMS's common stock
("Certificates") for a specified number of shares of PaperFree's common stock
("PaperFree Securities"), to be issued, making KMS a wholly-owned subsidiary of
PaperFree.


2)       A Form 8-K was filed on June 8, 2005 disclosing


Effective June 2, 2005, PaperFree Medical Solutions, Inc., a Nevada corporation
(the "Corporation"), by resolutions adopted by shareholders holding a majority
of the voting shares, removed Crawford Shaw as a director of the Corporation.

3)       A Form 8-K was filed on June 28, 2005 disclosing



On June 24, 2005, William L. Sklar tendered his resignation as Chief
Executive Officer and President of PaperFree Medical Solutions, Inc. (the
"Corporation") and Ronald Cole, Jr. was elected Chief Executive Officer,
President and Chief Operating Officer of the Corporation.  Mr. Sklar will
remain serving as Chief Financial Officer and Chief Accounting Officer for the
Corporation.

4)       A Form 8-K was filed on August 17, 2005 disclosing

Effective August 15, 2005, PaperFree Medical Solutions, Inc., a Nevada
corporation (the "Corporation") elected T. Marshall Wilde and Ronald Cole, Jr.
as Directors of the Corporation.




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

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.

PAPERFREE MEDICAL SOLUTIONS, INC.

(Registrant)


By:   /s/ William L. Sklar



   William L Sklar, President, Chief Financial Officer,, Treasurer and Director

Date:  January 19, 2006


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, Treasurer, Chief Financial Officer of PaperFree
 Medical Solutions, Inc.. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of PaperFree Medical
Solutions, 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: January 19, 2006     /s/ William L Sklar





     Exhibit 99.2 CERTIFICATION



I, William L. Sklar , Director of PaperFree Medical Solutions, Inc. certify
 that:

1. I have reviewed this quarterly report on Form 10-QSB of PaperFree Medical
Solutions, 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: January 19, 2006     /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 November 30, 2005 (the "Report") by PaperFree Medical Solutions,
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: January 19, 2006        /s/ William L Sklar

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



Exhibit 99.3 - Chief Executive Officer Certification (Section 906)

                        CERTIFICATION PURSUANT TO
                         18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of PaperFree Medical Solutions, Inc.
(the "Company") on Form 10-QSB for the period ending November 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report").
I, Ronald Cole, Jr., Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that, to the best of my knowledge and belief:

               (1)   The Report fully complies with the requirements of section
                     13(a) or 15(d) of the Securities Exchange Act of 1934; and

               (2)   The information contained in the Report fairly presents, in
                     all material respects, the financial condition and result
                     of operations of the Company.

/s/ William L sklar
--------------------------
    William L Sklar
    Chief Executive Officer
    President


Date  January 19, 2006
      --------------


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


Exhibit 99.4 - Chief Financial Officer Certification (Section 906)

                        CERTIFICATION PURSUANT TO
                         18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of PaperFree Medical Solutions, Inc.
(the "Company") on Form 10-QSB for the period ending November 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report").
I, William L Sklar, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:

               (1)   The Report fully complies with the requirements of section
                     13(a) or 15(d) of the Securities Exchange Act of 1934; and

               (2)   The information contained in the Report fairly presents, in
                     all material respects, the financial condition and result
                     of operations of the Company.

/s/ William L Sklar
---------------------------
    William L Sklar
    Chief Financial Officer


Date  January 19, 2006