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

                                  FORM 10-QSB/A
                                Amendment No. 1


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

                  For the quarterly period ended May 31, 2005

   [ ]    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)


            NEVADA                       7374                   98-0375957
            ------                       -----                  ----------
(State or Other Jurisdiction  (Primary Standard Industrial     (IRS Employer
     of Incorporation)         Classification Code Number)  Identification. No.)


                  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
                                                 -------

<PAGE>

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.)

$  14,993,427

as  at  July  14,  2005  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.

51,701,474



                    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,

<PAGE>

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 May 31, 2005 are
not  necessarily  indicative  of  the  results that can be expected for the year
ending  February  28,  2006.

<PAGE>

<TABLE>
<CAPTION>

                        PAPERFREE MEDICAL SOLUTIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  MAY 31, 2005
                                  (UNAUDITED)


                                     ASSETS
<S>                                                                   <C>
Current Assets
  Cash                                                            $     88,351
  Accounts receivable, net of the allowance of $109,362                 48,600
                                                                  -------------
    Total current assets                                               136,951

Fixed assets, net of accumulated depreciation of $98,941                65,536
Goodwill                                                             3,341,944
                                                                  -------------

Total assets                                                      $  3,544,431
                                                                  =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Account payable and accrued liabilities                         $    511,869
  Stock payable                                                        156,125
  Notes payable - related parties                                       87,155
  Mandatorily redeemable Series C Preferred Stock, $0.001 par
    value, 90,000 shares authorized, issued and outstanding             75,600
                                                                  -------------

    Total current liabilities                                          830,749

Commitment                                                                   -

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, 51,201,474 shares issued and outstanding                51,201
  Additional paid-in-capital                                        60,744,421
  Accumulated deficit                                              (58,081,940)
                                                                  -------------

    Total stockholders' equity                                       2,713,682
                                                                  -------------

Total liabilities and stockholders' equity                        $   3,544,431
                                                                  =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

          PAPERFREE MEDICAL SOLUTIONS, INC.
       CONSOLIDATED STATEMENTS OF OPERATIONS
      THREE MONTHS ENDED MAY 31, 2005 AND 2004
                      (UNAUDITED)




                               2005               2004
                            ----------          ---------
<S>                           <C>                    <C>
Sales                       $ 205,283           $      -
Cost of sales                 (26,447)                 -
                            ----------          ---------

Gross profit                  178,836                  -

Operating expenses:
General and administrative    359,994             17,467
Bad debt expense               73,000                  -
Consulting fees                15,000                  -
Professional fees             215,166              2,000
                            ----------          ---------

Loss from operations         (484,324)           (19,467)

Interest expense              (24,928)                 -
                            ----------          ---------

Net loss                    $(509,252)          $(19,467)
                            ==========          =========


Basic and diluted
  loss per share            $   (0.01)          $  (0.00)

Weighted average
  shares outstanding       49,850,066         20,451,835
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                        PAPERFREE MEDICAL SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED MAY 31, 2005 AND 2004
                                   (UNAUDITED)




                                                         2005       2004
                                                      ----------  ---------
<S>                                                      <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $ (509,252)  $(19,467)
  Adjustments to reconcile net loss to cash used in
  operating activities:
  Depreciation                                            6,878          -
  Bad debt expense                                       73,000          -
  Shares issued for services                            168,000          -
  Changes in assets and liabilities:
    Accounts receivable                                   5,430          -
    Accounts payable and accrued liabilities            (79,289)    19,440
                                                      ----------  ---------

CASH USED IN OPERATING ACTIVITIES                      (335,233)       (27)
                                                      ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net change in line of credit                           (5,237)         -
  Net advances from related party                        25,208          -
  Proceeds from exercise of warrants                     33,000          -
  Net change in prepayments for exercise of warrants    155,725          -
  Shares issued for cash, net of offering costs          93,051          -
                                                      ----------  ---------

CASH PROVIDED BY FINANCING ACTIVITIES                   301,747          -
                                                      ----------  ---------

NET CHANGE IN CASH                                      (33,486)       (27)
  Cash, beginning of period                             121,837      1,952
                                                      ----------  ---------

  Cash, end of period                                $   88,351   $  1,925
                                                      ==========  =========

Cash paid for:
  Interest                                           $   24,928   $      -
  Income tax                                                  -          -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Shares issued for acquisition of KMS               $3,000,000   $      -
</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  May 31, 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.

Current  assets                        $    141,888
Property,  plant  and  equipment             72,414
                                     --------------
Total  assets  acquired                     214,302
                                      -------------

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

Net  liabilities  assumed              $  (341,944)
                                       ============


The  following  are  pro  forma condensed statements of operations for the three
month period ended May 31, 2005 and 2004, as though the acquisition had occurred
on  March  1,  2004.

<TABLE>
<CAPTION>
                                     Three  Months  Ended
                                           May  31,
                                       2005        2004
                                    ----------  ----------
<S>                                      <C>         <C>
Revenue                             $ 205,283   $ 242,145
Net loss                             (509,252)   (180,075)

Loss per share - basic and diluted  $   (0.01)  $   (0.01)
</TABLE>

<PAGE>

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  249,258  shares  of  common  stock  for  cash
          consideration  of  $103,390 through a Reg S stock sale and incurred an
          offering cost of $10,339 to its broker.
     -    PaperFree  received  a  final  payment  of  $33,000 and issued 700,000
          shares of common stock, for the exercise of 203,000 warrants.

<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,  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 May 31, 2005, the Company had total assets of $3,544,431
(February  28,  2005  -  $121,837),  including  cash  resources of $88,351 (2005
$121,837),  accounts  receivable  of  $  48,600  (2005  $  Nil).  The  cash  and
equivalents  represent  the  Company's  present  source  of  liquidity.

The  Company's  liabilities  at  May 31, 2005 totalled $830,749 (2005 $362,954),
consisting  of  $511,869  (2005  $106,810)  in  accounts  payables  and  accrued
liabilities;  $156,125  (2005 $ Nil) in Stock Payable and $87,155 (2005 $10,144)
due  to related partiesMandatorily redeemable preferred stock shown as a current
liability  item  was  $75,600  (2004  $75,600).

During  the  three-month  period ended May 31, 2005, the Company had Revenues of
$205,283  and  gross  margin  of  $  178,836.  The  Company had no revenues from
continuing  operations  during  the three months ended May 31, 2004. The Company
incurred  net  losses  for  the  period  of  $509,252  ($2004  $19,467).

<PAGE>

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.

<PAGE>

During  the  three-month  period  ended  May  31,  2005  we incurred losses of $
509,252.

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  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  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  May  31,  2005,  we had cash on hand in the amount of $ 88,351.  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.

<PAGE>

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  are  effective  in  gathering,  analyzing  and
     disclosing  information  needed  to  satisfy  the  Company's  disclosure
     obligations under the Exchange Act.

<PAGE>

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  99.2  -  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.

Exhibit 99.3   -  Chief Executive Officer Certification (Section 906)

Exhibit 99.4   -  Chief Financial Officer Certification (Section 906)

<PAGE>

(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.

<PAGE>

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,  Chief  Financial  Officer,,  Treasurer  and Director
Date:  July  15,  2005

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/  Ronald  Cole,  Jr.
      ----------------------------------
      Ronald  Cole,  Jr.,  President,  CEO,  COO
Date:  July  15,  2005

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.

<PAGE>