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

                                   FORM 10-KSB

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

                  For the Fiscal Year Ended: 28 February, 2005


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

                        For the transition period from to

                          Commission File No. 333-86706

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

<TABLE>
                   Nevada                                7374                               98-0375957
<S>   <C>                                    <C>                                <C>
                   ------                               -----                               ----------
      (State or Other Jurisdiction of        (Primary Standard Industrial       (IRS Employer Identification. No.)
               Incorporation)                 Classification Code Number)
</TABLE>
                   121 West Sycamore St. Kokomo, Indiana 46901
               (Address of Principal Executive Offices) (Zip Code)

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

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

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

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

                 Yes    X                                             No _____

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

                 Yes    X                                             No _____

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

$50,743,753 as at May 24 , 2005 based on the last sale price of our shares

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.     48,792,070

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-KSB 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-KSB 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 10.

FORWARD-LOOKING STATEMENTS

Portions of this Form 10-KSB, 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

ITEM 1: DESCRIPTION OF BUSINESS

(a)  Business Development

PaperFree  Medical  Solutions,  Inc. (the "Company") was incorporated on
January 29th, 2002 under the laws of the State of Nevada under the name of
Link Media Publishing Ltd.

From the date of its incorporation to February 28, 2005 the Company has
undertaken the following activity:

(1) Through an agreement dated February 15, 2002 and completed on February 22,
2002, we acquired a 100% equity interest in Business to Business Publishing Ltd.
("B2B"), a private British Columbia company involved in the publication and
distribution of industry and profession specific wall planners. The agreement
was 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.

(2) During the 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 future operations, but were not
successful.

(3) 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 Medical
Systems, Inc. resulting in an increase in outstanding common shares from
6,390,367 shares to 31,951,835 shares.

(4) 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.

(5) Effective December 18, 2003 the Company changed its name to Crown Medical
Systems, Inc.

(6) On February 23, 2004 the Company disposed of its entire interest in the
shares of Business to Business Publishing Inc. 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.

(7) The Company, through an agreement dated January 27, 2004 acquired the rights
to 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 Medical Systems,
Inc. [Delaware] granting them the sole rights to market, distribute and license
ownership and us of the MD PaperFree software, in exchange for a twelve (12) %
royalty payable to the Company on all proceeds earned from the MD PaperFree
software.

(8) On September 1, 2004, PaperFree, in connection with its aborted takeover of
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.

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).

(9) 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.

(10) For the period ended February 28, 2005, the Company had total assets of
$255,820 (February 29, 2004 - $1,501,952), including cash resources of
$121,837(2004 $1,952), accounts receivable of $Nil (2004 $ Nil), and Receivables
from KMS Computer Services, Inc of $133,984. The cash and equivalents represent
the Company's present source of liquidity.

The Company's liabilities at February 28, 2005 totalled $337,399, consisting of
$65,719(2004 $36,172) in accounts payables and accrued liabilities and
$203,400(2004 $13,000) due to related parties. And mandatorily redeemable
preferred stock shown as a current liability item was $68,280 (2004 $nil)

During the year ended Februrary 28, 2005 and 2004 the Company had no revenues
from continuing operations. The Company incurred net losses for the period of
$27,491,276(2004 $49,003)

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.

(11) 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).

(12) During the year ended February 28, 2005 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.

(b)      Business of Issuer

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.

(1)      Distribution Method of Services

Following the acquisition of KMS Computer Services, Inc. subsequent to the year
end, the Company will use the sales and marketing network provided by KMS to
market the MD PaperFree(R) EMR software through the Delaware company's network
of distributors.

(2) Principal Products or Services and Their Markets:

(i)      Principal Products or Services

The Company will generate revenue from the sale of its proprietary Electronic
Medical Record software, to physician offices, clinics, and hospitals.

(ii) Markets

Inside the Medical Practitioner marketplace, the Company's licensee will focus
upon sole practitioners, doctors and other health providers operating in
clinics, and small hospitals.

In addition to the normal risks associated with a new business venture, there
can be no assurance that the Company's venture will be a commercial success.

In order to reach potential buyers, the company's licensee will use a network of
distributors acting as independent contractors, who have existing relationships
within the medical practitioner arena.

(iii)    Business Applications of Services

Pursuant to the Health Insurance Portability and Accountability Act of 1996,
Medical Practitioners MD PaperFree(R) EMR is the Company's proprietary EMR
software used by Medical Practitioners to document patient encounters. MD
PaperFree(R) EMR was designed to enhance physician productivity using tablet
PCs, or desktop workstations, to automate the most common physician activities.
MD PaperFree(R) EMR replaces paper-based medical records and is available as a
hosted solution.

Designed to reduce the workload of all key staff members within the healthcare
provider organization, MD PaperFree(R) EMR features revenue stabilization and
enhancement tools, as well as built in safeguards to significantly reduce
potential malpractice lawsuits and HIPAA violations. Additionally, physicians
can justify enhanced levels of patient billing due to more complete diagnosis.

(3)      Status Of Any Publicly Announced New Product Or Service

The company has an active website at  http://www.mdpaperfree.com
                                             -------------------

(4)  Competitive Business Conditions And The Small Business Issuer's Competitive
     Position In The Industry And Methods Of Competition

Healthcare provider markets are highly competitive and characterized by rapid
changes due to regulation and technological improvements. The healthcare
industry is currently being driven by process optimization initiatives
especially as it relates to HIPAA compliance, reducing medical errors and
improving financial performance.

The Company's products and services compete with other healthcare software-based
companies currently in the market, as well as other companies that may enter the
market with emerging technologies. While the Company is more limited in terms of
operating history, financial resources, facilities and personnel relative to its
competitors, its strategy is to compete with larger companies on the basis on
providing an integrated software, hardware and service solution and its ability
to provide integration, implementation and ongoing system and database
maintenance through its ASP model.

(5) Sources and availability of raw materials and the names of principal
suppliers:

The components required to provide all of the Company's services are readily
available in the marketplace.(8) Need for any government approval of principal
products or services:

At this time there is no direct required government approval of the services
offered. However, the Company's ultimate customers operate in the highly
regulated Medical sector.

(9) Effect of existing or probable governmental regulations on the business:

Not applicable - see (8) above.

(10) Estimate of the amount spent during each of the last two fiscal years on
research and development activities, and if applicable the extent to which the
cost of such activities are borne directly by customers:

The Company acquired the MD PaperFree(R) software at the end of its fiscal year.
No Research and Development activities were undertaken by the Company.

(11) Costs and effects of compliance with environmental laws (federal, state and
local):

There are no costs and effects of compliance with any environmental laws.

(12) Number of total employees and number of full time employees:

As of the date of this Registration Statement, we do not have any employees
other than our directors and officers. All of our directors and officers provide
their services on an as needed basis.

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 February 28, 2005, we had cash on hand in the amount of $xx. 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

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
Crown's common stock is quoted on the NASD OTC Bulletin Board under the symbol
"PFMS.OB" (formerly "PFMS", prior to that "CWMS", and prior to that "LKME"). The
table below gives the high and low bid information for each fiscal quarter for
the past year. The bid information was obtained from OTC Bulletin Board, and
reflects inter-dealer prices, without retail mark-up, mark-down or commission,
and may not represent actual transactions.
<TABLE>
---------------------------------- -------------------------------- -------------------------------- ------------------------------
<S>                                <C>                              <C>                              <C>
Period Ended                       High                             Low                              Source
---------------------------------- -------------------------------- -------------------------------- ------------------------------
                                                                                                     Yahoo Finance
---------------------------------- -------------------------------- -------------------------------- ------------------------------
May 23, 2005                       1.06                             1.02                             Yahoo Finance
---------------------------------- -------------------------------- -------------------------------- ------------------------------
February 28, 2005                  1.11                             1.08                             Yahoo Finance
---------------------------------- -------------------------------- -------------------------------- ------------------------------
November 30, 2004                  1.05                             0.85                             Yahoo Finance
---------------------------------- -------------------------------- -------------------------------- ------------------------------
August 31, 2004                    0.16                             0.12                             CNET
---------------------------------- -------------------------------- -------------------------------- ------------------------------
May 31, 2004                       1.85                             0.36                             Yahoo Finance
---------------------------------- -------------------------------- -------------------------------- ------------------------------
</TABLE>
We have approximately 437 shareholders of record as at the date of this annual
report.

Dividends

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course
of business; or

2. our total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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 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 has
become a wholly owned subsidiary of the Company and their operations have been
merged.

The Company through B2B, which has 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 we 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.

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.

For the period ended February 28, 2005, the Company had total assets of $255,820
(February 29, 2004 - $1,501,952), including cash resources of $121,837(2004
$1,952), accounts receivable of $Nil (2004 $ Nil), and Receivables from KMS
Computer Services, Inc of $133,984. The cash and equivalents represent the
Company's present source of liquidity.

The Company's liabilities at February 28, 2005 totalled $337,399, consisting of
$65,719(2004 $36,172) in accounts payables and accrued liabilities and
$203,400(2004 $13,000) due to related parties. And mandatorily redeemable
preferred stock shown as a current liability item was $68,280 (2004 $nil)

During the year ended Februrary 28, 2005 and 2004 the Company had no revenues
from continuing operations. The Company incurred net losses for the period of
$27,491,276(2004 $49,003)

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.

Plan of Operation

During the fiscal year ended February 28, 2005 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.

Results of Operations

For the fiscal year ended February 28, 2005 we earned no revenues, and we
incurred General and Administrative Expenses of $27,491,276, including
consulting fees of $1,093,011, office and general costs of $26,319,970 and
professional fees of $26,325, resulting in a loss from continuing operations of
$27,491,276.

For the fiscal year ended February 29, 2004 we earned no revenues, and we
incurred General and Administrative Expenses of $49,487, including consulting
fees of $1,000, office and general costs of $18,697 and professional fees of
$29,790, resulting in a loss from continuing operations of $49,487.

ITEM 7: FINANCIAL STATEMENTS

NOTE: The financial statements included herein are filed without completion of
an audit by the company's independent accountants as required by Form 10-KSB.
Upon completion of that review an amendment to this Form 10-KSB will be filed
indicting that the audit has been completed


                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (a development stage company)


                              FINANCIAL STATEMENTS


                                February 28, 2005

BALANCE SHEETS..............................................................F-1

STATEMENTS OF OPERATIONS....................................................F-2

STATEMENT OF STOCKHOLDERS' EQUITY...........................................F-3

STATEMENTS OF CASH FLOWS....................................................F-4

NOTES TO FINANCIAL STATEMENTS...............................................F-5



                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (a development stage company)

                                 BALANCE SHEETS

<TABLE>
                                                                                    February 28,2005          February 29,

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

  ASSETS

  CURRENT ASSETS
     Cash                                                                                     $  121,836            $   1,952
     Accounts receivable                                                                         133,984                    -
     Other receivables                                                                                 -                    -
  --------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                                 255,820                1,952
  COMPUTER SOFTWARE (Note 4)                                                                                        1,500,000
  FIXED ASSETS                                                                                         -                    -
  --------------------------------------------------------------------------------- --------------------- ---------------------

                                                                                               $ 255,820        $   1,501,952
  ================================================================================= ===================== =====================


                                              LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                                  $  65,719           $   36,172
       Mandatorily redeemable preferred stock                                                     68,280
  --------------------------------------------------------------------------------- --------------------- ---------------------
     Due to related parties (Note 5)                                                             203,400               13,000
  --------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                                 337,399               49,172
  --------------------------------------------------------------------------------- --------------------- ---------------------
  --------------------------------------------------------------------------------- --------------------- ---------------------

  GOING CONCERN CONTINGENCIES AND COMMITMENTS (Notes 1 and 9)

  STOCKHOLDERS' EQUITY
     Capital stock (Note 7)
        Common stock, $0.001 par value, 70,000,000 shares authorized Preferred
        stock, $0.001 par value, 5,000,000 shares authorized
        47,524,031 (2004 - 511,309) post-split common                                             46,260
        shares issued and outstanding
                                                                                                                        5,290
       Additional paid-in capital                                                             27,501,266            1,585,320
  Other comprehensive income (loss)                                                                                         -
  Deficit accumulated during the development stage                                          (27,629,105)             (137,830)
  --------------------------------------------------------------------------------- --------------------- ---------------------
  --------------------------------------------------------------------------------- --------------------- ---------------------

                                                                                                (81,579)            1,452,780
  --------------------------------------------------------------------------------- --------------------- ---------------------

                                                                                               $ 255,820         $   1,501,952
  ================================================================================= ===================== =====================

</TABLE>

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



                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (a development stage company)

                            STATEMENTS OF OPERATIONS

<TABLE>
                                                                                Year ended           Year ended    January 29, 2002
                                                                         February 28, 2005    February 29, 2004      (Inception) to
                                                                                                                  February 28, 2005
---------------------------------------------------------------------- -------------------- -------------------- ------------------
<S>                                                                    <C>                  <C>                  <C>

GENERAL AND ADMINISTRATIVE EXPENSES
   Consulting fees                                                           $   1,093,011         $    1,000             1,098,061
   Office and general                                                           26,371,941              18,697           26,394,796
   Professional fees                                                                26,325              29,790               63,530
---------------------------------------------------------------------- -------------------- -------------------- ------------------
LOSS FROM CONTINUING OPERATIONS                                               (27,491,277)             (49,487)        (27,556,387)
---------------------------------------------------------------------- -------------------- -------------------- ------------------
---------------------------------------------------------------------- -------------------- -------------------- ------------------

DISCONTINUED OPERATIONS (Note 6)
   Loss from discontinued operations                                                     -              (2,011)            (75,215)
   Gain on sale of discontinued operations                                               -               2,495               2,495
---------------------------------------------------------------------- -------------------- -------------------- ------------------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS                                               -                 484             (72,720)
---------------------------------------------------------------------- -------------------- -------------------- ------------------
---------------------------------------------------------------------- -------------------- -------------------- ------------------

NET LOSS FOR THE YEAR                                                      $  (27,491,277)          $  (49,003)        $ 27,629,107
====================================================================== ==================== ==================== ==================

BASIC LOSS PER SHARE:
   FROM CONTINUING OPERATIONS                                              $     (0.00)          $   (0.00)
   FROM DISCONTINUED OPERATIONS                                                  (0.00)              (0.00)
------------------------------------------------------------------ --------------------- -------------------

BASIC NET LOSS PER SHARE                                                     $   (0.58)          $   (0.00)
================================================================== ===================== ===================


WEIGHTED AVERAGE COMMON SHARES                                               47,524,031

      OUTSTANDING                                                                                31,838,447
================================================================== ===================== ===================

</TABLE>

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



                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (a development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

      FOR THE PERIOD FROM JANUARY 29, 2002 (INCEPTION) TO FEBRUARY 28, 2005


<TABLE>
                                        Common stock           Additional                                  Deficit
                                                                 Paid-In                                 Accumulated
                                                                                                            During
                                                                                                         Development
                                                                                Share         Other
                                                                                          Comprehensive
                                                                            Subscriptions
                                    Shares         Amount        Capital      Received       Income         Stage          Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>           <C>        <C>           <C>           <C>                <C>
Issuance of common stock for
cash at $.001 per share
- February 12, 2002                3,500,000        $ 3,500              -            -              -              -         3,500

Issuance of common stock for
acquisition of Business to
Business
Publishing Inc. at $.001 per
share
- February 22, 2002                2,600,000          2,600              -            -              -             -          2,600

Share subscriptions received               -              -              -       71,300              -             -         71,300

Net loss for the period January
29,
2002 (inception) to February 28,
2002                                       -              -              -            -              -        (6,062)       (6,062)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, February 28, 2002         6,100,000          6,100                      71,300              -        (6,062)       71,338

Issuance  of  common  stock  for
cash at $.30  per  share - March
30, 2002                             290,367            290         86,820      (71,300)             -             -        15,810

Other    comprehensive    income                                         -            -
(loss)                                     -              -                                     (1,165)            -        (1,165)

Net loss for the year ended
February 28, 2003                          -              -              -            -              -       (82,765)      (82,765)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, February 28, 2003         6,390,367          6,390         86,820            -         (1,165)      (88,827)        3,218

Stock split 5:1 - July 14, 2003   25,561,468              -              -
-----------------------------------------------------------------------------------------------------------------------------------

                                  31,951,835          6,390         86,820

Issuance of common stock for
Acquisition of MD Paper Free -
January 28, 2004                   1,500,000          1,500      1,498,500            -              -             -     1,500,000

Surrender and cancellation
 of common stock on sale of
Business to Business Publishing
Inc. at $.001 per share -
February 23, 2004                (13,000,000)        (2,600)             -            -              -             -        (2,600)

Other    comprehensive    income                                         -            -
(loss)                                     -              -                                      1,165             -         1,165

Net loss for the year ended
February 29, 2004                          -              -              -            -              -       (49,003)      (49,003)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, February 29, 2004        20,451,835       $  5,290    $ 1,585,320      $     -        $     -    $ (137,830)  $ 1,452,780



Net loss for the year ended
February 28, 2005                                                                                                     (27,491,276)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, February 28, 2005
===================================================================================================================================

</TABLE>
   The accompanying notes are an integral part of these financial statements.





<PAGE>




                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (a development stage company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
                                                                                                                   January 29, 2002
                                                                                                                     (Inception) to
                                                                                Year ended          Year ended    February 28, 2005
                                                                         February 28, 2005   February 29, 2004
---------------------------------------------------------------------- -------------------- ------------------- --------------------
<S>                                                                    <C>                  <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the year from continuing operations                         $  (27,491,277)        $   (49,487)          $  (65,110)
  Adjusted for items not involving cash:
      Depreciation                                                                                        695                  772
      Goodwill impairment                                                                                   -               41,075
---------------------------------------------------------------------- -------------------- ------------------- -------------------

                                                                                                      (48,792)             (23,264)
      Net changes in non-cash working capital items                                                    34,577               36,172
---------------------------------------------------------------------- -------------------- ------------------- -------------------

Cash used for continuing operations                                           (27,491,277)            (14,215)              12,908
Discontinued operations                                                                                (1,370)             (93,717)
---------------------------------------------------------------------- -------------------- ------------------- -------------------

                                                                              (27,491,277)            (15,585)             (80,809)
---------------------------------------------------------------------- -------------------- ------------------- -------------------

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                       27,611,161                    -              90,610
  Net advances from (repayments to) related parties                                                   13,000                13,000
---------------------------------------------------------------------- -------------------- ------------------- -------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                        27,611,161             13,000             103,610
---------------------------------------------------------------------- -------------------- ------------------- -------------------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                                         1,165                    -
---------------------------------------------------------------------- -------------------- ------------------- -------------------

INCREASE (DECREASE) IN CASH                                                        119,884             (1,420)             121,836

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

CASH, END OF YEAR                                                                $ 121,836           $  1,952         $    121,836
====================================================================== ==================== =================== ===================
</TABLE>


                 Supplemental cash flow information (Note 10).

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



                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                FEBRUARY 28, 2005

Shares  subscribed  -

     As of February 28, 2005, PaperFree has received net proceeds of $143,210
after offering costs of $254,595, for 362,240 shares of common stock in
connection with Offshore Subscription Agreements in a transaction not registered
under the Securities Act of 1933. The common stock was issued during the period
January to March 2005.

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 2,600,000 shares
(13,000,000 post 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 Company shares of restricted stock issued in
connection with the acquisition of B2B.

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).

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.

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 February 28, 2005, the Company has a working capital
deficit of $81,479 and has incurred losses since inception totalling
$27,629,106. 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.

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. During the
year ended February 29, 2004 the management has determined that no impairment in
the carrying value of capitalized computer application software had 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.

Initially, pursuant to the MD PaperFree sub-license agreement with Crown
Delaware (refer to Note 4), the Company will record software royalties as
revenue when license fees are collected by Crown Delaware.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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. To date the Company's
other comprehensive income is comprised of foreign currency translation
adjustments resulting from translation of the foreign currency financial
statements of B2B.

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 Translation

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 year
ended February 28, 2003 has been restated to give retroactive effect to the 5:1
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
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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)

Comparative figures

Certain of the comparative figures have been restated to conform to the current
year's presentation.

Recent accounting pronouncements

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." Such standard requires costs associated with
exit or disposal activities (including restructurings) to be recognized when the
costs are incurred, rather than at a date of commitment to an exit or disposal
plan. SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." Under SFAS No. 146, a
liability related to an exit or disposal activity is not recognized until such
liability has actually been incurred and becomes determinable, whereas under
EITF Issue No. 94-3 a liability was recognized at the time of commitment to an
exit or disposal plan. The provisions of this standard are effective for exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
has not had any impact on the Company's financial position or results of
operations.

On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. The new guidance amends SFAS No. 133 for decisions made as part of the
Derivatives Implementation Group ("DIG") process that effectively required
amendments to SFAS No. 133, and decisions made in connection with other FASB
projects dealing with financial instruments and in connection with
implementation issues raised in relation to the application of the definition of
a derivative that contains financing components. In addition, it clarifies when
a derivative contains a financing component that warrants special reporting in
the statement of cash flows. SFAS No. 149 is effective for contracts entered
into or modified after June 30, 2003 and for hedging relationships designated
after June 30, 2003. The Company adopted SFAS 149, as required, on July 1, 2003
with no material impact on its financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

In May 2003, SFAS 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity", was issued. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise, that is mandatorily redeemable, i.e. that
embodies an unconditional obligation requiring the issuer to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some circumstances). In some cases, a financial instrument that is
conditionally redeemable may also be subject to the same treatment. This
Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
Statement is effective for financial instruments entered into or modified after
May 31, 2003. The adoption of SFAS 150 has not had any impact on the Company's
financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting for Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
5, 57 and 107 and rescission of FASB Interpretation No. 34, Disclosure of
Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the
requirements for a guarantor's accounting for, and disclosure of, certain
guarantees issued and outstanding. It also requires a guarantor to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. This interpretation also incorporates
without reconsideration the guidance in FASB Interpretation No. 34, which is
being superseded. The adoption of FIN 45 has not had any impact on the Company's
financial position or results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of Accounting Research Bulletins
("ARB") No. 51, Consolidated Financial Statements ("FIN 46"). Fin 46 applies
immediately to variable interest entitles created after January 31, 2003, and in
the first interim period beginning after June 15, 2003 for variable interest
entities created prior to January 31, 2003. The interpretation explains how to
identify variable interest entities and how an enterprise assesses its interest
in a variable interest entity to decide whether to consolidate that entity. The
interpretation requires existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries if the entities do not effectively
disperse risks among parties involved. Variable interest entities that
effectively disperse risks will not be consolidated unless a single party holds
an interest or combination of interests that effectively recombines risks that
were previously dispersed. The adoption of FIN 46 has not had any impact on the
Company's financial position or results of operations.

NOTE 3 - 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 4 - COMPUTER SOFTWARE
<TABLE>
                                                                                        February 29,
                                                                   February 28, 2005        2004
                                                                   ------------------ -----------------
<S>                        <C>                                     <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.

NOTE 5 - RELATED PARTY TRANSACTIONS

Notes Payable:

$9,000 - due to a minority 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

$190,400 - funds received from sale of warrants pending issuance of shares

NOTE 6 - 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 7 - 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.

During the year ended February 28, 2003 the Company completed a private
placement of 290,367 (1,451,835 post forward split) common shares for total
proceeds of $87,110.

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.

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 a retroactive
basis.

On January 28, 2004 the Company issued 1,500,000 common shares valued at $1.00
per share in exchange for the acquisition of the rights to MD PaperFree
software.

On February 23, 2004, the Company acquired to treasury and cancelled 13,000,000
shares in connection with the disposal of B2B. (Refer to Note 6.)

To February 29, 2004, the Company has not granted any stock options and has not
recorded any stock-based compensation.

NOTE 8 - INCOME TAXES

The Company has net operating loss carry-forwards of approximately $50,000,
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 9 - COMMITMENT

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

NOTE 10 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
<TABLE>
======================================================= =============== ======================= ============================
<S>                                                     <C>             <C>                     <C>
                                                                              Year ended                Year ended

                                                                          February 28, 2005          February 29, 2004
------------------------------------------------------- --------------- ----------------------- ----------------------------
Cash paid during the year for:
         Interest                                                           $               -                    $       -
         Income taxes                                                                 $     -                    $       -
======================================================= =============== ======================= ============================
</TABLE>
During the year the Company issued 1,500,000 shares with a fair value of $1.00
per share in exchange for the acquisition of the rights to MD PaperFree
software.

NOTE 11 - SUBSEQUENT EVENT

On March 1, 2005 the company acquired all of the issued and outstanding shares
of KMS Computer Services, Inc., in exchange for the issuance of 1,500,000
shares. KMS is a provider of billing and practice management software. The
acqusition will be accounted for as a purchase.

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

Item 8A.   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 III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

As of 28 February 2005, the following are the directors and executive officers
of the Company.

Directors:

Name of Director                    Age
-----------------                   ---
David L. Bailey                     64
Richard J. Paver                    44
Crawford Shaw                       69
William L. Sklar                    57

Executive Officers:

Name of Officer            Age      Office
------------------        ---       ------
William L Sklar            57       President, Chief Executive Officer, Chief
                                    Financial Officer, Chief Accounting Officer

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

WILLIAM L SKLAR,  Age 57 Mr.  Sklar,  has been Director and  President of
Willmar  Management  Corp.,  a consulting  company  providing
management  and  administrative  advice and  assistance to private and public
companies in the United  States,  the United Kingdom and
Canada. Mr. Sklar was appointed a Director on January 17, 2004.

 The  resignation  of Darlene L. Cox, G. Paul  Marshall,  Brian D. Knight,
James A.  Sterling,  Jerry S. Wayt and Laurence  Watkins as
Directors of the Company effective September 10, 2004.

FORMER, SECRETARY AND DIRECTORS

DARLENE L. COX, Age 52, is an executive healthcare  consultant,  providing
healthcare  management and planning  consultation,  Cox was
the president and CEO of Essex Valley  Healthcare Inc., East Orange General
Hospital in New Jersey,  for three years.  Previously,  Cox
was vice president and chief nursing  officer at the New York  Presbyterian
Hospital for five years.  Ms. Cox was appointed a Director
on February 17, 2004.  Ms. Cox resigned as a Director on September 10, 2004.

G. PAUL MARSHALL, age 41, has served as a director of Crown since September
2003. He has been a self-employed business consultant since 1987. Mr. Marshall
was appointed a Director on January 17, 2004. Mr. Marshall resigned as a
Director, Secretary, Treasurer, and as Chief Financial Officer of the Company on
September 10, 2004.

BRIAN D. KNIGHT, age 54, has been chief executive officer of Crown Medical
Systems, Inc (Delaware) since February 2003; he served as its president from
July 2001 to April 2003 and its executive vice president from April 2002 to
February 2003. Prior to joining Crown (Delaware) in July 2001, since September
1998, Mr. Knight was a self-employed consultant involved with medical software
sales. He has served as a director since July 2001. Mr. Knight was appointed a
Director on January 17, 2004. He resigned as Director of the Company on
September 10, 2004.

JAMES A.  STERLING,  age 57, has been  executive  vice  president of Crown
Medical  Systems,  Inc  (Delaware)  since February 2003. Mr.
Sterling was Vice President of Turney  Systems  (information  processing)
 from July 2000 to April 2002 and sales manager of W. Silver,
Inc.  (recycling)  from May 1998 to July 2000.  Mr.  Sterling was  appointed a
Director on January 17, 2004. He resigned as Director of
the Company on September 10, 2004.

TERM OF OFFICE

Our Directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

None

FAMILY RELATIONSHIPS

There are no other family relationships among our officers, directors,
promoters, or persons nominated for such positions.

LEGAL PROCEEDINGS

No officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in legal proceedings that would be
material to an evaluation of our management.

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

     1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;

     2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);

     3. being subject to any order, judgement, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     4. being found by a court of competent jurisdiction (in a civil action),the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgement has not been
reversed, suspended, or vacated.

COMMITTEES OF THE BOARD OF DIRECTORS

We presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors is
considering establishing various such committees during the current fiscal year.
Currently, our Board of Directors makes the decisions regarding compensation,
our audit, the appointment of auditors, and the inclusion of financial
statements in our periodic reports.

AUDIT COMMITTEE

We have no financial expert. We believe that the cost related to retaining a
financial expert at this time is prohibitive. Identification of Audit Committee
The Company does not have a separately-designated standing audit committee.
Rather, Crown's audit committee is comprised of all of its directors and
officers.. Crown's audit committee is responsible for: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the audit committee.
Communicate has adopted an audit committee charter, a copy of which is filed as
an exhibit to this report.

 CODE OF ETHICS

We have not yet adopted a corporate code of ethics. Our board of directors is
considering establishing, over the next year, a code of ethics to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code.

ITEM 10: EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended February 29, 2004.
<TABLE>
                                                 Annual Compensation                     Long Term Compensation Awards
Name & Position                Year     Salary     Bonus        Other Compensation      Restricted       Securities
                                                                                        Stock Awards     Underlying
                                                                                                         Options/SAR
<S>                            <C>      <C>     <C>            <C>                     <C>               <C>
William     L.     Sklar    -  2005     22,000     0            0                       0                0
President/ Director
G.  Paul  Marshall  -  Former  2005     0          0            0                       0                0
Secretary/CFO
Darlene Cox Former Director    2005     0          0            0                       0                0
Brian Knight Former Director   2005     5,000      0            0                       0                0
James     Sterling     Former  2005     0          0            0                       0                0
Director
</TABLE>

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended October 31, 2002 all such filing requirements
applicable to our officers and directors were complied with.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our shares of common stock at June 9, 2004 by (i) each person known by us to be
the beneficial owner of more than 5% of our outstanding shares of common stock,
(ii) each of our directors, (iii) our executive officers, and (iv) by all
directors and executive officers as a group. Each person named in the table, has
sole voting and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at our executive office
address.


                  Name and Address          Amount and Nature           Percent
Title of Class    of Beneficial Owner     of Beneficial Owner          of Class



Common Stock
                  William Sklar                      1,944,643
                  513 Roselawn Ave.
                  Toronto, Ontario
                  M5N 1K2

                  Crawford Shaw                      500,000






Common Stock      All current executive officers     NIL               0 %

                  And directors as a group

The percent of class is based on 48,792,070 shares of common stock issued and
outstanding as of May 23, 2005

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, during our most recently completed fiscal year, none
of our directors or officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, nor any promoter, nor any relative or spouse of any of the foregoing
persons has any material interest, direct or indirect, in any transaction since
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.

ITEM 13: EXHIBITS AND REPORTS

(b) Two reports on Form 8-K were filed during the last quarter of 2004. In the
first report filed January 22, 2004, the acquisition of MD PaperFree was
reported.. In the second report, filed January 28, 2004, the amended terms of
the MD PaperFree acquisition were reported.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the fiscal year ended February 29, 2005 for
professional services rendered by the principal accountant for the audit of our
annual financial statements included in our Form 10-KSB and review of the
quarterly financial statements included in our Form 10-QSB for services that are
normally provided by the accountant in connection with statutory and regulatory
filings for engagements for these fiscal periods were approximately, $26,500

 Audit-Related Fees
None.


Tax Fees

None.

All Other Fees

None.

Exhibits

99.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

                                   SIGNATURES

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



PaperFree Medical Solutions, Inc.

By /s/William L. Sklar
   -----------------------
         William L Sklar
         President, CEO & Director
         Date: June 25, 2005

In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

By       /s/ William L Sklar
         ----------------------------
         William L Sklar
         President, CEO & Director
         Date: June 15, 2005


By       /s/ David Bailey
         ----------------------------
         David Bailey      Director
         Date: June 15, 2005


By       /s/ Richard Paver
         -----------------------------
         Richard Paver Director
         Date: June 15, 2005

                                  Exhibit 99.1
                                 CERTIFICATION

I, William L Sklar, President and Chief Executive Officer of PaperFree Medical
Solutions, Inc. certify that:

1.I have reviewed this annual report on Form 10-KSB of PaperFree Medical
Solutions, Inc.. ;

2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual
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: June 15, 2005        /s/ William L Sklar
                           ------------------------------