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

                                   FORM 10-QSB

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

                For the quarterly period ended November 30, 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

                        PAPERFREE MEDICAL SOLUTIONS, INC.
              Exact Name of Registrant as Specified in its Charter)

<TABLE>

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

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

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

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


Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                           Yes    X                            No _____

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

                           Yes    X                             No _____

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

$ 47,584,986 as at February 16, 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.

47,584,986


                    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 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,

*        our ability to raise capital,

*        our ability obtain and retain customers,

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

*        our ability to execute our business strategy in a very competitive
         environment,

*        our degree of financial leverage,

*        risks associated with our acquiring and integrating companies into our
         own,

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

*        the impact of competitive services,

*        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 nine months ended November 30, 2004
are not necessarily indicative of the results that can be expected for the year
ending February 28, 2005.

<PAGE>

                        PAPERFREE MEDICAL SOLUTIONS, INC.
                     (formerly Crown Medical Systems, Inc.)
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                November 30, 2004

<TABLE>

                                     ASSETS

Current Assets
<S>      <C>                                                                               <C>
         Cash                                                                              $        36,949
                                                                                           ===============



                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities

         Account payable and accrued liabilities                                           $        56,763

         Notes payable - related parties                                                            74,249

         Mandatorily redeemable Series C preferred stock $0.001 par

              value, 90,000 shares authorized, issued and outstanding                               67,980
                                                                                          ----------------



              Total current liabilities                                                            198,992
                                                                                           ---------------



Shareholders' Deficit

         Series A Convertible Preferred Stock, $.001 par value, 5,000,000

              shares authorized, 0 shares issued and outstanding

         Series B Preferred Stock, $.001 par value, 5,000,000 shares

              authorized, 0 shares issued and outstanding

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

              authorized, 45,870,025 shares issued and outstanding                                  45,870

         Additional paid-in-capital                                                             56,442,850

         Deficit accumulated during the development stage                                      (56,650,763)
                                                                                             --------------



              Total shareholders' deficit                                                         (162,043)
                                                                                           ----------------



              Total liabilities and shareholders' deficit                                  $        36,949
                                                                                           ===============

</TABLE>

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.
                     (formerly Crown Medical Systems, Inc.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             Three and Nine months ended November 30, 2004 and 2003
         and from inception (January 29, 2002) through November 30, 2004

<TABLE>


                                           Three months ended              Nine months ended         From inception

                                               November 30                   November 30               through

                                        2004            2003           2004             2003             2004
                                        ----            ----           ----             ----             ----

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

Operating expenses:

General and administrative          $ 54,591,041 $        2,938     $ 55,012,933 $       15,222      $  55,130,686

Impairment expense                     1,500,000                  -     1,500,000                  -      1,520,077
                                  ---------------------------------------------------------------------------------





Net loss                            $(56,091,041)$       (2,938)    $(56,512,933)$      (15,222)     $ (56,650,763)
                                    ============ ==============     ============ ==============      =============



Basic and diluted

  net loss per share            $         (1.31) $        (.00) $         (3.90)$          (.00)



Weighted average

  shares outstanding                  42,740,817      7,590,763       14,486,338      7,474,121

</TABLE>

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.
                     (formerly Crown Medical Systems, Inc.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended November 30, 2004 and 2003
         and from inception (January 29, 2002) through November 30, 2004

<TABLE>
                                                                                                    From Inception
                                                                                                        through
                                                                         2004              2003          2004
                                                                         ----              ----          ----
<S>                                                                  <C>           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

       Net loss                                                      $(56,512,933) $      (15,222)    $(56,650,763)

       Adjustments to reconcile net loss to cash
       used in operating activities:
       Depreciation                                                             -             105              772

       Interest expense                                                     7,980               -            7,980

       Impairment                                                       1,500,000               -        1,520,077

       Shares issued for services                                      25,136,480               -       26,576,480

       Warrant expense                                                 29,761,630               -       29,761,630

           Changes in assets and liabilities:

           Accounts payable and accrued liabilities                        16,591          12,271           56,763
                                                                ----------------- --------------- ----------------

CASH USED IN OPERATING ACTIVITIES                                         (90,252)          (2,846)      1,272,939
                                                                ----------------- ----------------  --------------



CASH FLOWS FROM INVESTING ACTIVITIES:

       Payment for purchase of equipment                                        -               -           (772)

       Payment for purchase of business                                              -                   -  (1,520,077)
                                                                -------------------------------------------------------

CASH USED IN INVESTING ACTIVITIES                                               -                   -  (1,520,849)
                                                           ------------------------------------------------------



CASH FLOWS FROM FINANCING ACTIVITIES:

       Net advances from related parties                                   65,249               -         74,249

       Shares issued for cash                                              60,000                   -      210,610
                                                                --------------------------------------------------

CASH PROVIDED BY FINANCING ACTIVITIES                                     125,249                   -      284,859
                                                                 -------------------------------------------------

Effect of foreign exchange rate                                                 -              139                 -
                                                           ---------------------------------------------------------



NET INCREASE IN (DECREASE) IN CASH                                         34,997          (2,707)        36,949

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



         Cash, end of period                                    $          36,949$            665  $      36,949
                                                                =================================  =============

</TABLE>

<PAGE>


                        PaperFree Medical Solutions, Inc.
                     (formerly Crown Medical Systems, Inc.)
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  Nine months ended November 30, 2004 and 2003
         and from inception (January 29, 2002) through November 30, 2004


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 latest annual report filed with the SEC on Form 10-KSB.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements, which would substantially duplicate the disclosure
contained in the audited financial statements for the fiscal year ended February
29, 2004, as reported in the Form 10-KSB, have been omitted.

NOTE 2 - NAME CHANGE AND REVERSE SPLIT

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

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

NOTE 3 - COMMON STOCK ISSUANCES

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

See note 6.

NOTE 4 - PREFERRED STOCK

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

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

NOTE 5 - MANDATORILY REDEEMABLE PREFERRED STOCK

On September 16, 2004 PaperFree issued 90,000 shares of Series C preferred stock
for cash consideration of $60,000. These shares, as a class, carry the number of
votes equal to the number of votes of all outstanding Common Stock plus one
additional vote such that the holders of shares of Preferred Stock shall always
constitute a majority of the voting rights of the Corporation. All of the
Preferred Stock outstanding on the ninetieth day after the issuance will be
redeemed on such date for the cash redemption price of $0.84 per share or a
total of $75,600 for all such shares.

NOTE 6 - ACQUITION AND ABANDONMENT OF CROWN MEDICAL SYSTEMS, INC. (Delaware)

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 39,901,178 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 acceptable to
audit by an independent registered accounting firm, the PaperFree Board of
Directors took formal action to abandon the investment in Crown Medical Systems,
Inc. (Delaware).

The 39,901,178 shares of common stock were valued at their then-current trading
price of $0.62 per share, or $24,738,730 and they remain outstanding.

NOTE 7 - IMPAIRMENT OF ASSETS

Following the abandonment of the investment in Crown Medical Systems, Inc
(Delaware), PaperFree management undertook a review of carrying value of its
Software and deferred acquisition costs. Management concluded that without the
Crown assets there was no certainty that Paperfree would be able to recover the
value of these assets and accordingly recorded the impairment during the third
quarter.

NOTE 8 - WARRANTS

On July 15, 2004, PaperFree granted two consultants 2,620,000 warrants to
purchase PaperFree common stock at exercise prices ranging from $.02 to $.75.
The fair value of these warrants was $606,634 which has been expensed.

On September 2, 2004 PaperFree effected a 1 for 40 reverse split. The number of
warrants and their exercise prices of the 2,620,000 warrants were not adjusted
for the split. This triggered a modification. The fair value of the modified
awards on the date of modification totalled $29,745,160. The difference between
the fair value of the modified award on September 2, 2004 of $29,745,160 and the
fair value of the original award on September 2, 2004 of $590,164, totalled
$29,154,996 which was expensed as additional compensation.

NOTE 9 - SUBSEQUENT EVENTS

On December 29, 2004, PaperFree issued 1,000,000 shares, for exercise of
1,000,000 warrants for $20,000. On February 3, 2005, PaperFree issued 500,000 to
a Director for services. During February 2005, PaperFree issued 214,961 shares
for cash consideration of $71,738.

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.

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.

The Company, through an agreement dated January 27, 2004 acquired MD PaperFree,
a proprietary EMR (Electronic Medical Record) software program used by Medical
Practitioners to document patient encounters. On September 1, 2004, PaperFree
acquired Crown Medical Systems, Inc. (Delaware) for 4,396,825 Preferred Series A
shares. These Series A shares were immediately converted into 39,901,187
PaperFree common shares, for a total 45,869,983 post-acquisition outstanding
common shares

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

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

For the period ended November 30, 2004, the Company had total assets of $36,949
(February 29, 2004 - $1,501,952), including cash resources of $36,949 (2004
$1,952), accounts receivable of $Nil (2004 $ Nil). The cash and equivalents
represent the Company's present source of liquidity.

The Company's liabilities at November 30, 2004 totalled $198,992, consisting of
$56,763 (2004 $36,172) in accounts payables and accrued liabilities and $74,249
(2004 $13,000) due to related parties. And mandatorily redeemable preferred
stock shown as a current liability item was $67,980 (2004 $nil)

During the nine-month periods ended November 30, 2004 and 2003 the Company had
no revenues from continuing operations. The Company incurred net losses for the
period of $56,912,933 ($(2004 $15,222)

During the three-months period ended November 30, 2004 the company issued
warrants, and shares for non-cash considerations. In recording the fair market
value of the shares and warrants issued, the company recorded a charge to
earnings of $29,761,630 for the warrants and $25,136,480 for the shares.

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

On September 3, 2004, the Company executed an Agreement and Plan of Merger (the
"Merger Agreement") with Crown Delaware. This Merger Agreement takes precedent
over the Share Purchase Agreement executed June 20, 2004. Crown Delaware is a
private Delaware company that provides computer software, hardware and support
solutions to the health care industry.: 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). These
shares remain outstand

During the nine-month period ended November 30, 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 November 30, 2004, we had cash on hand in the amount of $36,949.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 45,869,983

6)       A Form 8-K was filed on September 10, 2004 disclosing

a.       The closing of the El Paso, Texas and Raleigh, North Carolina Offices.

b.       The resignation of Brian D. Knight, James A. Sterling, Jerry S. Wayt
         and Laurence Watkins as Directors of the Company effective September
         10, 2004.

c.       Effective September 10, 2004, the Company elected Newell Crane and
         Richard J. Paver as Director of the Corporation. Therefore, the
         following are the officers and directors of the Company:

<TABLE>

------------------------------------------- ------------- ---------------------------------------------
<S>                                         <C>           <C>
NAME                                        AGE           POSITION
------------------------------------------- ------------- ---------------------------------------------
Newell D. Crane                             57            Chief Executive Officer and Director
------------------------------------------- ------------- ---------------------------------------------
William L. Sklar                            56            Chief Executive  Officer,  President,  Chief
                                                          Financial Officer,  Chief Accounting Officer
                                                          and Director
------------------------------------------- ------------- ---------------------------------------------
Crawford Shaw                               69            Director
------------------------------------------- ------------- ---------------------------------------------
David L. Bailey                             64            Director
------------------------------------------- ------------- ---------------------------------------------
Richard J. Paver                            44            Director
------------------------------------------- ------------- ---------------------------------------------
Mark Jennings                               41            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
Darlene Cox                                 51            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
Kim Albaugh                                 49            Advisory Director
------------------------------------------- ------------- ---------------------------------------------
</TABLE>
7)       A Form 8-K was filed on November 24, 2004 disclosing

     On November 24, 2004 the Company dismissed its primary accountant Dale,
     Matheson, Carr-Hilton, Labonte and appointed Malone & Bailey, PLLC as their
     primary accountant.

8)       A Form 8-K was filed on February 15, 2005 disclosing

     Effective February 14, 2005, PaperFree Medical Solutions, Inc., a Nevada
     corporation (the "Corporation") removed Newell D. Crane as a director and
     officer of the Corporation.

(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

(c)      Reports on Form 14-C.

1)       A preliminary Form 14-C was filed on November 4, 2004 advising that the
         company had received written consent authorizing a change in name of
         the Corporation to PaperFree Medical Solutions, Inc.

2)       A Definitive Form 14-C was filed on November 30, 2004 advising that the
         company had received written consent authorizing a change in name of
         the Corporation to PaperFree Medical Solutions, Inc.

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

                                   SIGNATURES

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

PAPERFREE MEDICAL SOLUTIONS, INC.
(Registrant)


By:   /s/ William L. Sklar
    ---------------------------------------
        William L Sklar, President, Treasurer and Director

Date:  February 18, 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/ William L Sklar
    ----------------------------------------
         William L Sklar, Secretary and Director

Date:  February 18, 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.


                                  Exhibit 99.1
                                 CERTIFICATION

I, William L Sklar, President and 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: February 18, 2005                 /s/ William L Sklar


                                  Exhibit 99.2
                                 CERTIFICATION

I, William L. Sklar , Chief Executive Officer, and 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: February 18, 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 November 30, 2004 (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: February 18, 2005                       /s/ William L Sklar