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 August 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)
<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:     $573,493



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.)

$ 2,449,763
as at October 24, 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.

54,439,181


                    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 August 31, 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
                                 August 31, 2005
                                   (Unaudited)

<TABLE>
                                     ASSETS



Current Assets
<S>                                                                                    <C>
         Cash                                                                           $           36,391
         Accounts receivable, net of the allowance of $109,362                                      73,312
                                                                                       -------------------
              Total current assets                                                                 109,704

Fixed assets, net of accumulated depreciation of $102,107                                           62,721
Goodwill                                                                                         3,341,944

Total assets                                                                              $      3,514,369
                                                                                          ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accounts payable and accrued liabilities                                        $         463,017
         Stock payable                                                                              89,500
         Notes payable - related parties                                                            86,186
         Lines of credit                                                                           139,355
         Mandatorily redeemable Series C Preferred Stock, $0.001 par
              value, 90,000 shares authorized, issued and outstanding                               75,600
                                                                                       -------------------

              Total current liabilities                                                            853,658
                                                                                        ------------------

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, 52,283,140 shares issued and outstanding                                  52,283
         Additional paid-in-capital                                                              60,972,171
         Accumulated deficit                                                                   (58,363,743)
                                                                                          -----------------


              Total stockholders' quity                                                          2,660,711
                                                                                         -----------------

Total liabilities and stockholders' equity                                                $      3,514,369
                                                                                          ================
</TABLE>

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
<TABLE>
                             Three Months ended August 31,                      Six Months Ended August 31,
                                    2005              2004                           2005                2004
                                    ----              ----                           ----                ----
<S>                      <C>                 <C>                                <C>              <C>
Sales                     $       368,210    $                    -                 $ 573,493       $            -
Cost of sales                     (59,931)                         -                  (86,378)                   -
                        ------------------   -----------------------             -------------    ----------------

Gross profit                      308,279                     -                       487,115                    -

Operating expenses:
General and
   administrative                 521,935             402,424                         948,051              421,891
Depreciation                        6,862                        -                     13,740                    -
Consulting fees                    17,204                       -                      32,204                    -
Professional fees                  30,455                         -                   245,621                    -
                         ----------------    -----------------------             ------------     ----------------

Net income (loss)
  from operations                (268,177)             (402,424)                     (752,501)            (421,891)

Interest expense                  (13,627)                         -                  (38,555)                  -
                         -----------------   -----------------------             -------------   -----------------

Net income (loss)          $     (281,804)   $       (402,424)                     $ (791,056)          $ (421,891)
                           ===============   =================                     ===========          ===========


Basic and diluted
  Net income (loss)
    per share                $       (0.01)  $          (0.02)                    $      (0.02)    $         (0.02)

Weighted average
  shares outstanding           51,756,762         20,451,835                       50,740,283           20,451,835

</TABLE>
<PAGE>



                       PAPERFREE MEDICAL SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Six months ended August 31, 2005 and 2004
                                   (Unaudited)

<TABLE>

                                                                                    2005                2004
                                                                                    ----                ----
<S>                                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                $      (791,056)   $     (421,891)
       Adjustments to reconcile net loss to cash used in
       operating activities:
       Depreciation                                                                      9,693                 -
       Bad debt expense                                                                 73,000                 -
       Shares issued for services                                                      180,000           397,750
       Stock payable                                                                    89,500                 -
       Changes in assets and liabilities:
           Accounts receivable                                                         (19,282)                -
           Accounts payable and accrued liabilities                                     (5,386)            20,591
                                                                                     ---------          ---------

CASH USED IN OPERATING ACTIVITIES                                                     (463,531)             (3,550)
                                                                              ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Net change in line of credit                                                     (6,593)                -
       Net advances from related party                                                  26,220             2,249
       Proceeds from exercise of warrants                                              248,573                 -
       Shares issued for cash, net of offering costs                                   109,885                 -
                                                                              ----------------------------------

CASH PROVIDED BY FINANCING ACTIVITIES                                                  378,085             2,249
                                                                              ----------------    --------------

NET CHANGE IN CASH                                                                     (85,446)           (1,301)
         Cash, beginning of period                                                     121,837             1,952
                                                                             -----------------------------------

         Cash, end of period                                                   $        36,391   $           651
                                                                               ===============   ===============

Cash paid for:
         Interest                                                             $         38,556   $             -
         Income tax                                                                          -                 -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Shares issued for acquisition of KMS                                     $    3,000,000   $             -
       Reclassification of short term debt for warrant exercises                       403,000                 -

</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.



<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
six month period ended August 31, 2005 and 2004, as though the acquisition had
occurred on March 1, 2004.

<TABLE>
                                                       Three Months                        Six Months
                                                     Ended August 31,                   Ended August 31,
                                                   2005               2004              2005            2004
                                             ----------         ----------       -----------     -----------
<S>                                          <C>                <C>              <C>             <C>
Revenue                                       $ 368,210         $  280,117         $573,493          $522,262
Net income (loss)                              (281,804)         1,230,400         (791,056)        1,410,475

Income (loss) per share -
  basic and diluted                              $(0.01)        $    (.01)            $(0.02)         $(.02)
</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 249,258 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.

During the quarter ended August 31, 2005:

-        PaperFree issued 150,000 shares of common stock to a consulting
         company for services valued at $15,000.
-        PaperFree  issued 431,666 shares of common stock for cash
         consideration of $18,271 through a Reg S stock sale and incurred an
         offering cost of $10,339 to its broker.
-        PaperFree  received  a final  payment of $43,875  and issued  500,000
         shares of common  stock,  for the  exercise  of 200,000 warrants.


NOTE 4 - STOCK PAYABLE

During the six months ended August 31, 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 as of August 31, 2005. 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.



NOTE 5 - SUBSEQUENT EVENTS

During September and October 2005, Paperfree:

-        issued 54,500 shares of common stock for cash under Reg S
-        issued 2,100,000 shares of common stock for services provided by two
         third parties


<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 August 31, 2005, the Company had total assets of $3,514,369
(February 28, 2005 - $121,837), including cash resources of $36,391 (2005
$121,837), accounts receivable of $ 73,312 (2005 $ Nil). The cash and
equivalents represent the Company's present source of liquidity.

The Company's liabilities at August 31, 2005 totalled $853,658 (2005 $362,954),
consisting of $463,017 (2005 $106,810) in accounts payables and accrued
liabilities; $89,500 (2005 $ Nil) in Stock Payable and $86,186 (2005 $10,144)
due to related parties. .Mandatorily redeemable preferred stock shown as a
current liability item was $75,600 (2004 $75,600)

During the three-month period ended August 31, 2005, the Company had Revenues of
$368,210 and gross margin of $ 308,279. The Company had no revenues from
continuing operations during the three months ended August 31, 2004. The Company
incurred net loss for the period of $281,804 ($2004 $402,424)

During the six-month period ended August 31, 2005, the Company had Revenues of
$573,493 and gross margin of $ 487,115. The Company had no revenues from
continuing operations during the six months ended August 31, 2004. The Company
incurred net losses for the period of $791,056 ($2004 $421,891)

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 six months ended August 31, 2005 we incurred a loss of $791,056.

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 August 31, 2005, we had cash on hand in the amount of $ 39,391. 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, Chief Financial Officer,, Treasurer and Director

Date:  October 24, 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:  October 24, 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>








Exhibit 99.1 CERTIFICATION


I, William L Sklar, 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: October 24, 2005     /s/ William L Sklar



I, Ronald Cole, Jr., President, CEO and COO  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: October 24, 2005     /s/ Ronald Cole, Jr.

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



     Exhibit 99.2 CERTIFICATION



I, Ronald Cole, Jr. , President, CEO and COO 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: October 24, 2005     /s/ Ronald Cole, Jr.

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



     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: October 24, 2005     /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 May 31, 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: October 24, 2005        /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 May 31, 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: October 24, 2005        /s/ Ronald Cole, Jr.





















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 May 31, 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/ Ronald Cole, Jr.
--------------------------
    Ronald Cole, Jr
    Chief Executive Officer
    President


Date  October 24, 2005
      --------------


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

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 May 31, 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  October 24, 2005