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, 2004

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

                        For the transition period from to

                          Commission File No. 333-86706

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


<TABLE>
                   Nevada                                7374                               98-0375957
                   ------                               -----                               ----------
<S>                                          <C>                                <C>
      (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.)

$30,732,891 as at November 22, 2004 based on the last sale price of our shares



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

45,869,986







                    NOTE REGARDING FORWARD-LOOKING STATEMENTS



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



FORWARD-LOOKING STATEMENTS



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

o        our ability to raise capital,

o        our ability obtain and retain customers,

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

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

         environment,

o        our degree of financial leverage,

o        risks associated with our acquiring and integrating companies into our

         own,

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

o        the impact of competitive services,

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



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



PART I - FINANCIAL INFORMATION





Item 1. Financial Statements



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









                           CROWN MEDICAL SYSTEMS, INC.
                          (a development stage company)

                          INTERIM FINANCIAL STATEMENTS

                                 August 31, 2004

                                   (Unaudited)


Balance Sheets

INTERIM Statements of Operations

interim Statements of Cash Flows

Notes to interim Financial Statements

<PAGE>


                           CROWN MEDICAL SYSTEMS, INC.
                          (a development stage company)

                          INTERIM FINANCIAL STATEMENTS
                                 BALANCE SHEETS
<TABLE>
                                                                                            August 31, 2004     February 29,
                                                                                                                    2004
  ----------------------------------------------------------------------------------------- ----------------- -----------------
<S>                                                                                         <C>               <C>
                                                                                              (unaudited)
                                                             ASSETS
  CURRENT ASSETS
     Cash                                                                                             $  651         $  1,952
  ----------------------------------------------------------------------------------------- ----------------- -----------------

                                                                                                         651            1,952
  COMPUTER SOFTWARE (Note 4)                                                                      1,500,000         1,500,000
  DEFERRED ACQUISTION COSTS                                                                        1,339,470
  ----------------------------------------------------------------------------------------- ----------------- -----------------

                                                                                                 $ 2,840,121      $ 1,501,952
  ========================================================================================= ================= =================

                                              LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                                      $  56,763        $  36,172
     Due to related parties (Note 5)                                                                  15,249           13,000
  ----------------------------------------------------------------------------------------- ----------------- -----------------
                                                                                                      72,012           49,172
  ----------------------------------------------------------------------------------------- ----------------- -----------------
  GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 8)

  STOCKHOLDERS' EQUITY
     Capital stock (Note 6)
        Common stock, $0.001 par value, 70,000,000 shares authorized Preferred
        stock, $0.001 par value, 5,000,000 shares authorized 20,951,835 (2004 -
        31,951,835) common shares issued and outstanding
                                                                                                       5,790            5,290
        600,000 (2004 - nil) preferred                                                                   600                 -
        shares issued and outstanding
       Additional paid-in capital                                                                  3,016,190        1,585,320

  Deficit accumulated during the development stage                                                 (254,471)         (137,830)
  ----------------------------------------------------------------------------------------- ----------------- -----------------
                                                                                                   2,768,109        1,452,780
  ----------------------------------------------------------------------------------------- ----------------- -----------------

                                                                                                 $ 2,840,121       $ 1,501,952
  ========================================================================================= ================= =================

</TABLE>


                          The accompanying notes are an integral part of these
interim financial statements.



<PAGE>




                           CROWN MEDICAL SYSTEMS, INC.
                          (a development stage company)




                        INTERIM STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>

                                                        Three Month Period Ended        Six Month Period Ended          Period from
                                              August 31, 2004   August 31, 2003  August 31, 2004      August 31, 2003   January 29,
                                                                                                                               2002
                                                                                                                         (Inception)
                                                                        Consolidated                          Consolidated       to
                                                                  (refer to Note                     (refer to Note 1)   August 31,
                                                                                 1)                                            2004
        ----------------------------------------------------- ----------------- ---------------- -------------------- --------------

    ------------------------------------------ ----------------- ----------------- ---------------- -------------------- ----------
<S>                                            <C>               <C>               <C>              <C>                  <C>
                                                      $                 $                 $                  $                 $
    GENERAL AND ADMINISTRATIVE EXPENSES
       Office and general (recovery)                (325)              3,718           16,812              4,657            39,216
        Consulting Fees                             92,500                             92,830                               98,330
       Professional fees                            5,000             4,506             7,000              6,005            44,205
    ------------------------------------------ ----------------- ----------------- ---------------- -------------------- ----------
    NET LOSS FOR THE PERIOD FROM CONTINUING        (97,175)          (8,224)          (116,642)          (10,662)          (185,751)
    OPERATIONS
    ------------------------------------------ ----------------- ----------------- ---------------- -------------------- ----------
     DISCONTINUED OPERATIONS (Note 1)                  -              (1,119)              -               (1,621)          (72,720)
     ------------------------------------------ ----------------- ----------------- ---------------- -------------------- ---------
    NET LOSS FOR THE PERIOD                            (97,175)       (9,343)         (116,642)           (12,283)         (254,471)
    ========================================== ================= ================= ================ ==================== =========






BASIC NET LOSS PER SHARE                           $ (0.02)          $ (0.00)           $ (0.02)           $ (0.00)
========================================== ================= ================= ================== ==================


WEIGHTED AVERAGE COMMON
SHARESOUTSTANDING
                                                 20,560,531        31,951,835         20,506,183         31,951,835
========================================== ================= ================= ================== ==================

</TABLE>


                          The accompanying notes are an integral part of these
interim financial statements.



<PAGE>


                           CROWN MEDICAL SYSTEMS, INC.
                          (a development stage company)
                        INTERIM STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>

                                                                        Six Month Period Ended         Period from
                                                                    August 31, 2004      August 31,  January 29, 2002
                                                                                               2003   (Inception) to
                                                                                                      August 31, 2004
------------------------------------------------------------------- ---------------- --------------- ------------------
<S>                                                                 <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss for the year from Operating Activities                $ (116,642)     $  (12,283)       $ (254,471)
  Adjustments  to  reconcile  net loss to net cash from  operating
activities:
         Non-cash consulting fees                                            92,500                            92,500
         Goodwill impairment                                                                                   41,075
      Depreciation                                                               -              70                772
------------------------------------------------------------------- ---------------- --------------- -----------------
                                                                           (24,142)        (12,231)         (120,124)
------------------------------------------------------------------- ---------------- --------------- -----------------
      Net changes in non-cash working capital items                          20,592           9,240           129,482
------------------------------------------------------------------- ---------------- --------------- -----------------
Cash used for continuing operations                                         (3,550)         (2,973)             9,358
Discontinued operations                                                                                      (93,717)
------------------------------------------------------------------- ---------------- --------------- -----------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES                                 (3,550)         (2,973)          (84,359)
------------------------------------------------------------------- ---------------- --------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                                        -               -             (772)
  Net advances to B2B prior to acquisition                                        -               -          (20,077)
------------------------------------------------------------------- ---------------- --------------- -----------------
NET CASH FLOWS USED IN INVESTING ACTIVITIES                                       -               -          (20,849)
------------------------------------------------------------------- ---------------- --------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common share subscriptions and issuances                            -               -           90,610
  Net advances from (repayments to) related parties                           2,249               -            15,249
------------------------------------------------------------------- ---------------- --------------- -----------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                                      2,249               -           105,859
------------------------------------------------------------------- ---------------- --------------- -----------------
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                  -              102                 -
------------------------------------------------------------------- ---------------- --------------- -----------------
INCREASE (DECREASE) IN CASH                                                 (1,301)         (2,871)               651

CASH, BEGINNING OF PERIOD                                                     1,952           3,372                 -
------------------------------------------------------------------- ---------------- --------------- -----------------

CASH, END OF PERIOD                                                          $  651          $  501            $  651
=================================================================== ================ =============== =================
</TABLE>

Supplemental cash flow information (Note 9).



                          The accompanying notes are an integral part of these
interim financial statements.



<PAGE>


                                        7
                           CROWN MEDICAL SYSTEMS, INC.
                          (a development stage company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                 August 31, 2004
                                   (Unaudited)


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION


The Company, through an agreement dated February 15, 2002 and completed on
February 22, 2002, acquired 100% of the issued and outstanding shares of
Business to Business Publishing Inc. ("B2B"), a private British Columbia,
Canada, company involved in the business of publishing specialized interest
publications targeting particular readership in exchange for 13,000,000
pre-split shares of the Company. On February 23, 2004 the Company disposed of
its entire interest in the shares of B2B in return for the surrender for
cancellation of 13,000,000 pre-split shares of restricted stock issued in
connection with the acquisition of B2B.



On September 3, 2003, the Company executed an Agreement and Plan of Merger (the
"Merger Agreement") with Crown Medical Systems, Inc. ("Crown Delaware"). Crown
Delaware is a private Delaware company that provides computer software, hardware
and support solutions to the health care industry. Pursuant to the terms of the
Agreement, the Company changed its name to Crown Medical Systems, Inc. effective
December 18, 2003. This agreement was rescinded by both parties on July 8, 2004
and replaced with a new letter of intent.

On July 8, 2004 the Company executed a new Letter of Intent ( "LOI" ) for a
business combination with Crown Delaware. Upon completion of the acquisition,
the stockholders of Crown Delaware will own a majority of the equity and voting
rights of Crown Nevada. The reorganization shall be structured so that a newly
formed, wholly owned subsidiary of Crown Nevada ("Merger Sub") shall merge with
and into Crown Delaware in consideration of the issuance of equity securities of
Crown Nevada to all of the stockholders of Crown Delaware. As a result, Crown
Delaware will become a wholly owned subsidiary of Crown Nevada following the
merger of Merger Sub with and into Crown Delaware with Crown Delaware surviving
the merger.

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



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

Upon final closing, which occurred on September 1, 2004 (refer to Note 11), the
acquisition will be accounted for as a reverse acquisition with Crown Delaware
being treated as the accounting parent and Crown Medical Systems, Inc. (Nevada)
(the "Company), the legal parent, being treated as the accounting subsidiary.



The Company, through an agreement dated January 12, 2004 and amended January 27,
2004, acquired a proprietary EMR (Electronic Medical Record) software program
("MD PaperFree") to be marketed to medical practitioners for their use in
documenting patient encounters. The Company, on the same date entered into a
sub-license agreement with Crown Delaware which the parties intend to cancel
upon completion of the Merger Agreement, granting Crown Delaware the sole rights
to market, distribute and license ownership and use of the MD PaperFree
software, in exchange for a twelve (12)% royalty payable to the Company on all
licensing fees received by Crown Delaware.



Going concern

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America with the on-going
assumption applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business. The continued operations of the Company and the recoverability of
the carrying value of assets is dependent upon the ability of the Company to
obtain necessary financing to fund future operations and ultimately to attain
profitable operations. To August 31, 2004, the Company has a working capital
deficit of $71,361 and has incurred losses since inception totalling $559,721.
Management's plans include obtaining additional capital through debt or equity
financing.



The Company will depend almost exclusively on outside capital to complete the
development and marketing of its proprietary software and related products. Such
outside capital will include the sale of additional stock and may include
commercial borrowing. There can be no assurance that capital will be available
as necessary to meet these development costs or, if the capital is available,
that it will be on terms acceptable to the Company. The issuances of additional
equity securities by the Company may result in a significant dilution in the
equity interests of its current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase the Company's liabilities
and future cash commitments. If the Company is unable to obtain financing in the
amounts and on terms deemed acceptable, the business and future success may be
adversely affected.



Given the Company's limited operating history, lack of sales, and its operating
losses, there can be no assurance that it will be able to achieve or maintain
profitability. Accordingly, these factors raise substantial doubt about the
Company's ability to continue as a going concern.



Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for the year
ended February 29, 2004 included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. The interim unaudited
consolidated financial statements should be read in conjunction with those
financial statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation, consisting solely
of normal recurring adjustments, have been made. Operating results for the six
months ended August 31, 2004 are not necessarily indicative of the results that
may be expected for the year ending February 28, 2005.





<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation

The accompanying financial statements are presented in United States dollars and
are prepared in accordance with accounting principles generally accepted in the
United States.


Organization

The Company was incorporated on January 29, 2002 in the State of Nevada. The
Company's fiscal year end is February 28 with its initial period being from
January 29, 2002 (inception) to February 28, 2002.



Computer software

In accordance with Statement of Position (SOP) No. 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" and Statement
of Financial Accounting Standards ("SFAS") No. 86, software development costs
are expensed as incurred until technological feasibility has been established,
at which time such costs are capitalized until commercial operations have
commenced. These capitalized costs are subject to an ongoing assessment of
recoverability based on anticipated future revenues and changes in hardware and
software technologies. Software development costs capitalized include direct
labour and purchased software expenses incurred after technological feasibility
has been established. Amortization of capitalized software costs begins upon the
commencement of commercial operations. Capitalized costs will be amortized over
the estimated product life of three to five years, using the greater of the
straight-line method or the ratio of current product revenues to total projected
future revenues. At the balance sheet date, the Company evaluates the net
realizable value of the capitalized costs and adjusts the current period
amortization for any impairment of the capitalized asset value. During 2004 the
Company capitalized software acquisition costs totalling $1,500,000. To date the
Company's management has determined that no impairment in the carrying value of
capitalized computer application software has occurred.

Revenue recognition
Upon the completion of the proposed acquisition of Crown Delaware the Company
will derive its revenues from the sale of products, license fees for its
products, maintenance, support and services.

Revenues from product sales will be recognized in accordance with SEC Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101") when delivery has occurred, persuasive evidence of an arrangement exists,
the vendor's fee is fixed or determinable, no further obligation exists, and
collectibility is reasonably assured. When a right of return exists, the Company
defers revenues until the right of return expires. Revenues subject to certain
price protection and stock rotation are deferred until products are sold by the
distributor, or until the right expires.

Revenue from license fees will be recognized in accordance with Statement of
Position (SOP 97-2 "Software Revenue Recognition"), when persuasive evidence of
an agreement exists, delivery of the product has occurred, no significant
obligations with regard to implementation remain, the fee is fixed or
determinable, and collectibility is probable.

Revenues from maintenance and support will be recognized on a pro rata basis
over the period of the maintenance contract.

Revenues from software licenses that require significant customization,
integration and installation will be recognized as they are completed.



Other Comprehensive Income
Other comprehensive income refers to revenue, expenses, gains and losses that
under generally accepted accounting principles are recorded as an element of
shareholders' equity but are excluded from net income.


Use of Estimates and Assumptions

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Significant
items requiring management estimates include the carrying value of computer
software and the fair values of common share issuances. Financial results as
determined by actual events could differ from those estimates.



Cash and Cash Equivalents

The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.



Foreign Currency Transactions

The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates, which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.



Fair Value of Financial Instruments

In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate carrying
value due to the short-term maturity of the instruments.



Net Loss per Common Share

Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share. Net loss per share for the period
ended August 31, 2003 has been restated to give retroactive effect to the 5:1
forward stock split in 2004.



Stock-Based Compensation

In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information. The disclosure provisions of SFAS No. 148 were effective
for the Company commencing December 31, 2002.


The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above. In addition, in accordance with SFAS
No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock. Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

The Company has not adopted a stock option plan and has not granted any stock
options since inception. Accordingly no stock-based compensation has been
recorded in any period.



Income taxes

The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantial enactment. A valuation allowance is provided for deferred tax assets
if it is more likely than not that the Company will not realize the future
benefit, or if future deductibility is uncertain.


Goodwill

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the accounting
for purchased goodwill and intangible assets. Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment annually or whenever events or circumstances indicate that
the estimated fair value is less than the related carrying value as determined
on a reporting unit basis. During fiscal 2003 the Company recorded an impairment
of goodwill relating to B2B. (Refer to Note 6)



NOTE 3 - PROPOSED ACQUISITION OF CROWN DELAWARE


On September 3, 2003, the Company executed an Agreement and Plan of Merger (the
"Agreement") with Crown Delaware. This agreement was rescinded by both parties
on July 8, 2004 and replaced with a new letter of intent.

On July 8, 2004 the Company executed a new Letter of Intent ( "LOI" ) for a
business combination with Crown Medical Systems, Inc., a Delaware corporation
("Crown Delaware"). Upon completion of the acquisition, the stockholders of
Crown Delaware will own a majority of the equity and voting rights of Crown
Nevada. The reorganization shall be structured so that a newly formed, wholly
owned subsidiary of Crown Nevada ("Merger Sub") shall merge with and into Crown
Delaware in consideration of the issuance of equity securities of Crown Nevada
to all of the shareholders of Crown Delaware. As a result, Crown Delaware will
become a wholly owned subsidiary of Crown Nevada following the merger of Merger
Sub with and into Crown Delaware with Crown Delaware surviving the merger.

Closing of the transaction is subject to the customary definitive agreement, due
diligence by both parties and other matters usually associated with business
combinations.

The terms of the agreement provide for:

(a)  Re-Purchase of Shares - Upon completion of the merger, the Company will
     acquire for treasury, 10,000,000 restricted common shares from a former
     director for nominal consideration.
(b)  Merger Subsidiary - a newly formed, wholly owned subsidiary of Crown Nevada
     ("Merger Sub") will be incorporated. Crown Delaware will then merge with
     Merger Sub.
(c)  Acquisition of Crown Delaware - the current Crown Delaware stockholders
     will receive 4,396,825 Preferred Series A shares as consideration for the
     acquisition, on the basis of 6.3 Preferred Series A shares for each one
     current Crown Delaware share. These shares will be subject to rule 144
     restrictions.
(d)  Conversion of Preferred Series A Shares - the current Crown Delaware
     stockholders will be entitled to immediately convert each Preferred Series
     A share into 2.75 common shares of the new entity. After conversion, each
     former Crown Delaware Stockholder will have received 0.4365 of a Surviving
     Company share for each common share they held in Crown Delaware. Once the
     Preferred Series A shares have been converted, the former Crown Delaware
     stockholders will hold 12,091,270 shares in the surviving company.
(e)  Merger - each current Company shareholder will receive one new share of the
     surviving company for each share they held in the Company prior to the
     acquisition of Crown Delaware.


(f)  Preferred Shares - The Company has also agreed to issue 5,000,000
     non-voting non-participating preferred shares to Crown Delaware management,
     convertible into common shares of the Company, on a one to one basis, upon
     the booking of $10,000,000 of sales revenue in any twelve-month period.
     Until the conversion of Series A Preferred Shares described in (d) above or
     an increase in the authorized share capital, there will be insufficient
     authorized Preferred shares to meet the provisions of this part of the
     agreement.



(h)  Options - Certain key employees and consultants of Crown Delaware will be
     granted a total of 1,500,000 options to acquire shares of the Company's
     common stock at a price of $0.75 per share for a period of 60 months.


Upon completion of the transactions described above, the former stockholders of
Crown Delaware will own approximately 54% (44% on a diluted basis) of the common
shares of the Company. As there will be a change in control of the Company, the
transactions will be accounted for as a reverse merger with Crown Delaware being
treated as the accounting parent and the Company being treated as the accounting
subsidiary.




NOTE 4 - COMPUTER SOFTWARE
<TABLE>
                                                                    August 31, 2004   August 31, 2003
<S>                                                                <C>                <C>
                                                                   ------------------ -----------------

                            Capitalized costs                           $ 1,500,000           $     -
                            Less: accumulated amortization                        -                 -
                                                                   ------------------ -----------------
                                                                   ------------------ -----------------

                                                                        $ 1,500,000           $     -
                                                                   ================== =================
</TABLE>

By agreement dated January 12, 2004 and amended January 27, 2004, the Company
purchased a 100% interest in MD PaperFree, a proprietary Electronic Medical
Record (EMR) software program, to be marketed to medical practitioners for their
use in documenting patients' encounters and replacing existing paper-based
patient charts. The consideration paid was 1,500,000 shares of the Company's
common stock with a fair value of $1.00 per share. As of August 31, 2004,
capitalized software costs have not been amortized because commercial operations
have not yet commenced.



The Company entered into a license agreement with Crown Delaware on January 27,
2004 granting Crown Delaware the exclusive rights to market, distribute and
license ownership and use of the MD PaperFree software. The Company will be
entitled to receive as a royalty a monthly amount equal to twelve percent (12%)
of the Licensing Fees actually received by Crown Delaware from all field or on
site stand alone installations of MD PaperFree or its derivatives at any medical
facility. Upon completion of the Merger contemplated by the Letter of Intent
described above, the royalty agreement will be rescinded.







<PAGE>


NOTE 5 - RELATED PARTY TRANSACTIONS


Upon acquisition of B2B the directors of B2B were appointed directors of the
Company. These directors resigned upon the disposal of B2B by the Company.

Fees amounting to $21,000, for services rendered by William L. Sklar, in his
capacity as President have been borne by Crown Delaware.

Notes Payable:



$9,000 - due to a  shareholder, interest free, without specific terms of
repayment

$4,000 - due to a former director and secretary of the company, interest free,
without specific terms of repayment



$2,249 - due to a director and officer of the company, interest free, without
specific terms of repayment.






NOTE 6 - CAPITAL STOCK

The Company's capitalization is 70,000,000 common shares with a par value of
$0.001 per share and 5,000,000 preferred shares with a par value of $0.001.

On July 14, 2003, the Company completed a 5:1 stock split of its outstanding
share capital in connection with the proposed acquisition of Crown Delaware
resulting in an increase in outstanding common shares from 6,390,367 shares to
31,951,835 shares.

On September 2, 2004 the Company reduced its share capital on the basis of one
new for 40 old shares. Refer to Note 11.

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

On September 16, 2004 the company issued 90,000 Series C non-convertible, non
redeemable, non-dividend bearing Preferred shares for a cash consideration of
$60,000. Except as otherwise required by law, the shares of outstanding
Preferred Stock have the number of votes equal to the number of votes of all
outstanding shares of Common Stock plus one additional vote such that the
holders of outstanding shares of Preferred Stock shall always constitute a
majority of the voting rights of the Corporation. Except as otherwise required
by law or by these Articles, the holders of shares of Common Stock and Preferred
Stock shall vote together and not as separate classes.


The par value and the number of authorized but unissued shares of the Company's
common stock was not changed as a result of the either the forward or the
reverse stock split.

Unless otherwise noted, except in the Statement of Stockholders' Equity, all
references to common stock, common shares outstanding, average numbers of common
shares outstanding and per share amounts in these Financial Statements and Notes
to Financial Statements prior to the effective date of the reverse stock split
have been restated to reflect the five for one forward split on July 14, 2003.




NOTE 7 - INCOME TAXES


The Company has net operating loss carry-forwards of approximately $65,000,
which may be available to offset future taxable income. These losses will expire
beginning in 2022. Due to the uncertainty of realization of these loss carry
forwards, the benefit is not reflected in the financial statements as the
Company has provided a full valuation allowance for the deferred tax assets
resulting from these loss carry forwards.




NOTE 8 - COMMITMENT



By agreement dated January 12, 2004, the Company entered into a one-year
investor relations contract at $5,000 per month.


NOTE 9 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


<TABLE>
=================================================== ====================== =================== ==========================
<S>                                                 <C>                    <C>                 <C>
                                                        Period ended          Period ended      Period from January 29,
                                                                                                  2002 (Inception) to
                                                       August 31, 2004      August 31, 2003
                                                                                                    August 31, 2004
--------------------------------------------------- ---------------------- ------------------- --------------------------
Cash paid during the year for:
         Interest                                   $                 -    $                   $                -
                                                                           -
         Income taxes                               $                 -    $                   $                 -
                                                                           -
NONCASH INVESTING AND FINANCING ACTIVITIES
         Common   stock   issued  for   consulting  $ 92,500               $                   $ 92,500
services                                                                   -
         Preferred  stock  issued  for  consulting  $ 305,250              $                   $ 305,250
services                                                                   -
=================================================== ====================== =================== ==========================

</TABLE>
NOTE 10 - DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION, STOCK WARRANT AND
STOCK AWARD PLAN

On July 27, 2004 the Company filed a registration statement on Form S-8 that
registered, upon issuance: 600,000 Preferred Series A shares convertible into
1,650,000 common shares; 2,620,000 Warrants in Series to acquire 2,620,000
common shares including 1,000,000 Class A Warrants at $.02 each, 700,000 Class B
Warrants at $.29 each, 500,000 Class C Warrants at $.40 each, 220,000 Class D
Warrants at $.58 each, and 200,000 Class E warrants at $.75 each; and 3,795,000
Common Shares. The registration created the 2004 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan.

The plan terms include the provision that immediately upon the grant of any
option, warrant, shares of preferred stock or award, the number of shares of
Common Stock that may be issued or optioned under the Plan will be increased.
The number of shares of such increase shall be an amount such that immediately
after such increase the total number of shares issuable under the Plan and
reserved for issuance upon exercise of outstanding options, warrants or
conversion of shares of preferred stock will equal 15% of the total number of
issued and outstanding shares of Common Stock of the Company. Such increase in
the number of shares subject to the Plan shall occur without the necessity of
any further corporate action of any kind or character.


On August 11, 2004 the 600,000 Preferred Series A shares were issued to
consultants pursuant to the Directors, Officers and Consultants stock option,
stock warrant and stock award plan. Services rendered by the four consultants
included an evaluation of the Company's merger and acquisition strategies;
business development activities; employee relations; marketing strategy;
exploration of listing possibilities; and introduction to securities analysts
and other public market participants.



NOTE 11 - SUBSEQUENT EVENTS

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

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

The unaudited, condensed balance sheet of the acquired Company at the date of
merger follows.





<PAGE>










                          CROWN MEDICAL SYSTEMS, INC.,
                             A DELAWARE CORPORATION
                          (a development stage company)

                             CONDENSED BALANCE SHEET
                                At date of merger
<TABLE>
                                                                                              September 1,
                                                                                                  2004
  ----------------------------------------------------------------------------------------- -----------------
<S>                                                                                         <C>
                                                                                              (unaudited)
  CURRENT ASSETS
     Cash                                                                                           $  3,825
       Due from KMS, interest free, without specific terms of repayment                              283,384
       Other Current Assets                                                                           18,201
  ----------------------------------------------------------------------------------------- -----------------
  ----------------------------------------------------------------------------------------- -----------------
                                                                                                     305,411

  FIXED ASSETS                                                                                        39,299
  ----------------------------------------------------------------------------------------- -----------------

                                                                                                   $ 344,710
  ========================================================================================= =================
  CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                                     $  285,136
     Notes Payable                                                                                 1,284,145
  ----------------------------------------------------------------------------------------- -----------------
                                                                                                   1,569,281
  ----------------------------------------------------------------------------------------- -----------------

  STOCKHOLDERS' EQUITY
     Capital stock
        27,700,000 common shares issued and outstanding                                               27,700
       Additional paid-in capital                                                                    986,493

  Deficit accumulated during the development stage                                               (2,238,764)
  ----------------------------------------------------------------------------------------- -----------------
                                                                                                 (1,224,571)
  ----------------------------------------------------------------------------------------- -----------------

                                                                                                   $ 344,710
  ========================================================================================= =================

</TABLE>


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

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

(d) On September 16, 2004 the company issued 90,000 Series C non-convertible,
non redeemable, non-dividend bearing Preferred shares for a cash consideration
of $60,000. Except as otherwise required by law, the shares of outstanding
Preferred Stock have the number of votes equal to the number of votes of all
outstanding shares of Common Stock plus one additional vote such that the
holders of outstanding shares of Preferred Stock shall always constitute a
majority of the voting rights of the Corporation. Except as otherwise required
by law or by these Articles, the holders of shares of Common Stock and Preferred
Stock shall vote together and not as separate classes.








<PAGE>




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


GENERAL

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

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



OVERVIEW AND PLAN OF OPERATION

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

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

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

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

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

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

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

For the period ended August 31, 2004, the Company had total assets of $2,840,121
(February 29, 2004 - $1,501,952), including cash resources of $651 (2004
$1,952), accounts receivable of $Nil ( 2004 $ Nil) and Computer Software of
$1,500,000 ( 2004 $1,500,000). The cash and equivalents represent the Company's
present source of liquidity.

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

During the six month periods ended August 31, 2004 and 2003 the Company had no
revenues from continuing operations. The Company incurred net losses for the
period of $116,642 ( 2003 - $12,283).

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

On September 3, 2003, the Company executed an Agreement and Plan of Merger (the
"Merger Agreement") with Crown Delaware. This Merger Agreement takes precedent
over the Share Purchase Agreement executed June 20, 2003. Crown Delaware is a
private Delaware company that provides computer software, hardware and support
solutions to the health care industry. The Agreement and Plan of Merger is
subject to approval of the shareholders of the Crown Delaware and a final
closing. The terms of the Merger Agreement provide for:





<PAGE>




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


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









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

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

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

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



Risk Factors

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



Unsuccessful Operating History

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



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

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

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

*        Market conditions;

*        Investor acceptance of potential business assets; and

*        Investor sentiment.

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

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

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



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

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



Forward-Looking Statements

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





Item 2.  Description Of Property


The Company neither leases nor owns any real property.



Item 3.  Legal Proceedings



Not applicable.



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



None





ITEM 3.  CONTROLS AND PROCEDURES


Evaluation of disclosure controls and procedures:

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



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

..



PART II


ITEM 1.

LEGAL PROCEEDINGS
NONE


ITEM 2.

CHANGES IN SECURITIES
NONE


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES
NONE


ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5.

OTHER INFORMATION

NONE.

ITEM 6.

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

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

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


(b)      Reports on Form 8K.


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

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

b)       Press Release dated July 19, 2004.

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

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

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



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



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

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

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

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


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

------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Brian D. Knight                             54            Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
James A. Sterling                           57            Executive Vice President and Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
William L. Sklar                            56            Chief Executive  Officer,  President,  Chief
                                                          Financial Officer,  Chief Accounting Officer
                                                          and Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------

------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Jerry S. Wayt                               67            Secretary and Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Dr. Laurence Watkins 58 Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Crawford Shaw                               69            Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
David L. Bailey                             64            Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Mark Jennings                               41            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Darlene Cox                                 51            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
------------------------------------------- ------------- ---------------------------------------------
Kim Albaugh                                 49            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
</TABLE>

4)       A Form 8-K was filed on September 2, 2004 disclosing

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

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

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




(c) Reports on Form S-8.

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

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



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

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







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

SIGNATURES

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

CROWN MEDICAL SYSTEMS, INC. (NEVADA)

(Registrant)


By:   /s/ William L. Sklar



        William L Sklar, President, Treasurer and Director

Date:  November 23, 2004


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

By    /s/ William L Sklar



         William L Sklar, Secretary and Director

Date:  November 23, 2004



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







Exhibit 99.1 CERTIFICATION


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

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

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;



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



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





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



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



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



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





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



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



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





Date: November 23, 2004    /s/ William L Sklar

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



     Exhibit 99.2 CERTIFICATION



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

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



2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;



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



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





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



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



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



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





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



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



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





Date: November 23, 2004    /s/ Newell Crane





















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



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



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

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



Date: November 23, 2004        /s/ William L Sklar



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



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



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

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



Date: November 23, 2004        /s/ Newell Crane