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

                                   AMENDMENT
                                       TO
                                  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.)

$39,002,352 as at June 20, 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.

 50,003,015


                    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,

o        our ability to raise capital,

o        our ability obtain and retain customers,

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

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

         environment,

o        our degree of financial leverage,

o        risks associated with our acquiring and integrating companies into our

         own,

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

o        the impact of competitive services,

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

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

PART I

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 28th, 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.

(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.

(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.

(8 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.)

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
$121,837 (February 29, 2004 - $1,501,952), comprised of cash resources of
$121,837 (2004 $1,952).. The cash and equivalents represent the Company's
present source of liquidity.

The Company's liabilities at February 28, 2005 totalled $362,954 (2004 $49,172)
, consisting of $106,810 (2004 $36,172) in accounts payables and accrued
liabilities and $180,544 (2004 $13,000) due to related parties. And mandatorily
redeemable preferred stock shown as a current liability item was $75,600 (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
$57,572,688 (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) 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 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 $121,837. 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
---------------------------------- -------------------------------- -------------------------------- ------------------------------
June 20, 2005                      0.79                             0.68                             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 357 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.

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.

The Company, through an agreement dated January 27, 2004 acquired MD PaperFree,
a proprietary EMR (Electronic Medical Record) software program used by Medical
Practitioners to document patient encounters.

On September 1, 2004, PaperFree, 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).

For the period ended February 28, 2005, the Company had total assets of $121,837
(February 29, 2004 - $1,501,952), comprised of cash resources. ). The cash and
equivalents represent the Company's present source of liquidity.

The Company's liabilities at February 28, 2005 totalled $362,954 (2004 $49,172)
, consisting of $106,810 (2004 $36,172) in accounts payables and accrued
liabilities and $180,544 (2004 $13,000) due to related parties. And mandatorily
redeemable preferred stock shown as a current liability item was $75,600 (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
$57,572,688 (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 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 Consulting Fees of $30,177,144, General and Administrative Expenses of
$27,210,786, and professional fees of $29,991, resulting in a loss from
continuing operations of $57,572,688 .

For the fiscal year ended February 29, 2004 we earned no revenues, and we
incurred consulting fees of $1,000, office and general costs of $18,697 and
professional fees of $29,790, resulting in a loss of $49,003.

ITEM 7: FINANCIAL STATEMENTS

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
PaperFree Medical Solutions, Inc.
(a development stage company)

We have audited the accompanying balance sheet of PaperFree Medical Solutions,
Inc. ("PaperFree"), as of February 28, 2005, and the related statements of
operations, changes in stockholders' deficit, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). These standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of February 28,
2005, and the results of its operations and cash flows for the year indicated,
in conformity with generally accepted accounting principles in the United States
of America.

The accompanying financial statements have been prepared assuming that PaperFree
will continue as a going concern. As discussed in Note 2 to the financial
statements, PaperFree has suffered recurring losses from operations and has a
negative working capital, which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

April 12, 2005

<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
PaperFree Medical Solutions, Inc.
(a development stage company)

We have audited the accompanying statements of operations, changes in
stockholders' deficit, and cash flows of Crown Medical Systems, Inc. (PaperFree
Medical Solutions, Inc.) for the year ended February 28, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

/s/Dale Matheson Carr-Hilton LaBonte
Vancouver, B.C.
May 31, 2004

<PAGE>

                       PAPERFREE MEDICAL SOLUTIONS, INC.

                          (A Development Stage Company)

                                  BALANCE SHEET

                                February 28, 2005



                                     ASSETS

<TABLE>
<S>                                                                                      <C>
Current Assets

         Cash                                                                            $         121,837
                                                                                         -----------------

Total assets                                                                             $         121,837
                                                                                         =================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

         Account payable and accrued liabilities                                         $         106,810

         Stock payable                                                                             170,400

         Advances from related parties                                                              10,144

         Mandatorily redeemable Series C Preferred Stock, $0.001 par

              value, 90,000 shares authorized, issued and outstanding                               75,600
                                                                                       -------------------

              Total current liabilities                                                            362,954

Commitment    -

Stockholders' deficit

         Series A Convertible Preferred Stock, $0.001 par value,

              5,000,000 shares authorized, 0 shares issued and outstanding                               -

         Series B Preferred Stock, $0.001 par value, 5,000,000 shares

              authorized, 0 shares issued and outstanding                                                -

         Common stock, $0.001 par value, 70,000,000 shares

              authorized, 47,732,214 shares issued and outstanding                                  47,732

         Additional paid-in-capital                                                             57,283,839

         Accumulated deficit                                                                   (57,572,688)
                                                                                          -----------------

              Total shareholders' deficit                                                         (241,117)
                                                                                        -------------------

              Total liabilities and shareholders' deficit                               $          121,837
                                                                                        ==================
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

               Year ended February 28, 2005 and February 29, 2004

         and from inception (January 29, 2002) through February 28, 2005


<TABLE>
                                                                        Year ended                   From inception
                                                                                                       through
                                                      Feb. 28, 2005       Feb. 29, 2004                 Feb. 28, 2005
                                                      -------------       -------------                 -------------
<S>                                                   <C>                 <C>                       <C>
Operating expenses:

General and administrative                                  $  27,210,786    $         18,697        $  27,233,641

Consulting fees                                                30,177,114               1,000           30,182,164

Professional fees                                                  29,991              29,790               67,196
                                                        -----------------   -----------------    -----------------

Operating losses                                              (57,417,891)            (49,487)         (57,483,001)

   Interest expense                                               (16,967)                     -            (16,967)
                                                        ----------------- -----------------------------------------

Loss from continuing operations                               (57,434,858)            (49,487)         (57,499,968)
                                                           --------------   -----------------       --------------

Discontinued operations:

   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                                                    $ (57,434,858)   $        (49,003)       $ (57,572,688)
                                                            =============    ================        ==============

Basic and diluted

  loss per share                                       $           (2.56) $           (0.00)

Weighted average

  shares outstanding                                           22,391,892          31,838,447

</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (A Development Stage Company)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

   For the period from inception (January 29, 2002) through February 28, 2005


<TABLE>
                                                                                                      Deficit
                                                                                       Other         Accumulated
                                                                                    Comprehensive      During
                             Preferred         Common                      Stock                        Development
                               Shares          Shares        Amount       Subscriptions      Income         Stage            Total
                               ------          ------        ------       -------------      ------         -----            -----
<S>                          <C>             <C>           <C>          <C>            <C>             <C>                    <C>
Shares issued for cash             -         437,500          $3,500                                           $ -          $3,500

Shares issued to acquire

  Business to Business

   Publishing Inc.                -         325,000          2,600                                                            2,600

Shares subscriptions

  received                        -              -               -         71,300            -               -            71,300

Net loss                          -              -               -              -             -           (6,062)           (6,062)
                    ---------------------------------------------------------------------------------------------------------------



Balance, 02/28/02                 -        762,500           6,100         71,300            -          (6,062)          (71,338)

Shares issued for cash            -          36,296         87,110      (71,300)              -                 -           15,810

Other comprehensive

  Income / (loss)                 -              -               -              -       (1,165)              -              (1,165)

Net loss                          -              -               -              -             -         (82,765)           (82,765)
                    ---------------------------------------------------------------------------------------------------------------



Balance, 02/28/03                 -        798,796          93,210              -       (1,165)        (88,827)            3,218

Shares issued to acquire

  MD Paper Free                   -         37,500       1,500,000              -            -               -         1,500,000

Cancellation of shares            -        (325,000)        (2,600)           -               -                 -       (2,600)

Other comprehensive

  Income / (loss)                 -              -               -              -        1,165               -             1,165

Net loss                          -              -               -              -            -         (49,003)          (49,003)
                    ---------------------------------------------------------------------------------------------------------------



Balance, 02/29/04                 -        511,296       1,590,610              -            -        (137,830)        1,452,780

Shares issued for services   600,000         512,500      1,077,750            -               -                 -    1,077,750

Shares issued for Crown

  Delaware                4,396,825              -      24,738,730              -            -               -        24,738,730

Conversion of P/S to C/S (4,396,825)     39,901,178              -            -               -                 -        -

Conversion of P/S to C/S  (600,000)      5,445,000              -            -               -                 -        -

Shares issued for cash            -         362,240        158,722            -               -                 -       158,722

Shares issued for

  Exercise of warrants            -       1,000,000         20,000            -               -                 -       20,000

Offering costs                    -              -         (15,871)             -            -               -           (15,871)

Warrant expenses                  -              -      29,761,630              -            -               -        29,761,630

Net loss                          -              -              -               -            -    (57,434,858)     (57,434,858)
                    ---------------------------------------------------------------------------------------------------------------



Balance, 02/28/05                 -     47,732,214      57,331,571$             -$             -  $(57,572,688)   $     (241,117)
                    ===============================================================================================================

Par Value                                                  (47,732)
                                                  ----------------



Additional Paid In Capital                           $  57,283,839
                                                     =============
</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

               Year ended February 28, 2005 and February 29, 2004

         and from inception (January 29, 2002) through February 28, 2005


<TABLE>
                                                                              Year ended             From inception
                                                                                                       through
                                                                    Feb. 28, 2005   Feb. 29, 2004             Feb. 28, 2005
                                                                    -------------   -------------             -------------
<S>                                                                 <C>             <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

       Net loss                                                      $(57,434,858) $      (49,003)  $(57,572,688)

       Adjustments to reconcile net loss to cash used in

       operating activities:

       Depreciation                                                             -             695            772

       Impairment                                                       1,500,000               -      1,541,075

       Interest on Preferred C shares discount                             15,600               -         15,600

       Shares issued for services                                      25,816,480               -     25,816,480

       Warrants issued for services                                    29,761,631               -     29,761,631

       Changes in assets and liabilities:

           Accounts payable and accrued liabilities                         66,638          34,577        102,810
                                                                     -------------------------------   ------------



CASH USED IN OPERATING ACTIVITIES                                        (274,509)        (13,731)      (334,320)



CASH USED IN DISCONTINUED OPERATIONS                                            -          (1,854)       (20,997)



CASH FLOWS FROM INVESTING ACTIVITIES:

       Purchase of equipment                                                    -               -           (772)

       Purchase of business                                                        -                   -  (20,077)
                                                                --------------------------------------------------



CASH USED BY INVESTING ACTIVITIES                                               -               -        (20,849)



CASH FLOWS FROM FINANCING ACTIVITIES:

       Net advances from related party                                      1,144          13,000         14,144

       Shares issued for exercise of warrants                              20,000               -         20,000

       Prepayments for exercise of warrants                               170,400               -        170,400

       Shares issued for cash, net of offering costs                      202,850                   -      293,459
                                                                   -----------------------------------------------



CASH PROVIDED BY FINANCING ACTIVITIES                                     394,394          13,000        498,003



Effect of foreign exchange rate                                                 -             1,165                  -
                                                             ---------------------------------------------------------



NET INCREASE IN (DECREASE) IN CASH                                        119,885          (1,420)       121,837

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



         Cash, end of period                                        $     121,837  $        1,952   $    121,837
                                                                    =============  ==============   ============

</TABLE>

Supplemental cash flow information (Note 14)



    The accompanying notes are an integral part of these financial statements

<PAGE>


                        PAPERFREE MEDICAL SOLUTIONS, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Crown Medical Systems, Inc. (Nevada) ("Crown") was incorporated on January 29,
2002 in the State of Nevada. On September 2, 2004, Crown changed its name to
PaperFree Medical Solutions, Inc. ("PaperFree"). PaperFree is in the business of
providing medical practitioners with software and associate hardware solutions.
PaperFree's fiscal year end is February 28 with its initial period being from
January 29, 2002 (inception) to February 28, 2002.

Reclassifications. Certain amounts in the 2004 financial statements have been
reclassified to conform to the 2005 financial statement presentation.

Use of Estimates in Financial Statement Preparation. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue recognition. 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, PaperFree defers revenues until the right of return
expires. Revenues subject to certain price protection and stock rotation are
deferred until products are sold by the distributor, or until the right expires.
Revenue from license fees will be recognized in accordance with Statement of
Position (SOP 97-2 "Software Revenue Recognition"), when persuasive evidence of
an agreement exists, delivery of the product has occurred, no significant
obligations with regard to implementation remain, the fee is fixed or
determinable, and collectibility is probable. Revenues from maintenance and
support will be recognized on a pro rata basis over the period of the
maintenance contract. Revenues from software licenses that require significant
customization, integration and installation will be recognized as they are
completed.

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

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.

Net Loss per Common Share. Basic and diluted net loss per share calculations are
presented in accordance with Financial Accounting Standards Statement 128, and
are calculated on the basis of the weighted average number of common shares
outstanding during the year. They include the dilutive effect of common stock
equivalents in years with net income. Basic and diluted loss per share is the
same due to the absence of common stock equivalents.

Cash and cash equivalents. For purposes of the statements of cash flows, cash
equivalents include all highly liquid investments with original maturities of
three months or less.

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 labor 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, PaperFree evaluates the net realizable value of the capitalized
costs and adjusts the current period amortization for any impairment of the
capitalized asset value.

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, PaperFree recorded
an impairment of goodwill relating to B2B. (See Note 4)

Income Taxes. Income tax expense is based on reported earnings before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for consolidated financial reporting purposes
and such amounts recognized for tax purposes, and are measured by applying
enacted tax rates in effect in years in which the differences are expected to
reverse.

Recently Issued Accounting Pronouncements:

In December 2004, the FASB issued SFAS No.123R, "Accounting for Stock-Based
Compensation". SFAS No.123R establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. This Statement focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
SFAS No.123R requires that the fair value of such equity instruments be
recognized as expense in the historical financial statements as services are
performed. Prior to SFAS No.123R, only certain pro forma disclosures of fair
value were required. SFAS No.123R shall be effective for small business issuers
as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005. While PaperFree has not issued any option to employees
recently, the adoption of this new accounting pronouncement is not expected to
have a material impact on the financial statements of PaperFree during the
fiscal year 2006.

PaperFree does not expect the adoption of any other recently issued accounting
pronouncements to have a significant impact on their consolidated financial
position, results of operations or cash flow.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, PaperFree incurred net losses
of $49,003 and $57,434,858 in fiscal 2005 and 2004, respectively, has an
accumulated deficit of $57,572,688 and a working capital deficit ofFebruary 28,
2005. Also, the continued operations of PaperFree and the recoverability of the
carrying value of assets is dependent upon the ability of PaperFree to obtain
necessary financing to fund future operations and ultimately to attain
profitable operations.

These conditions raise substantial doubt as to PaperFree's ability to continue
as a going concern. Management's plans include obtaining additional capital
through debt or equity financing. The financial statements do not include any
adjustments that might be necessary if PaperFree is unable to continue as a
going concern.

NOTE 3 - SPLIT AND REVERSE SPLIT

On July 14, 2003, PaperFree effected a 1-for-5 split and 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. Unless otherwise noted,
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 splits on a retroactive basis.

NOTE 4 - PURCHASE OF BUSINESS TO BUSINESS PUBLISHING, INC

PaperFree, 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
(325,000 post split shares) of PaperFree. On February 23, 2004, PaperFree
disposed of its entire interest in the shares of B2B in return for the surrender
for cancellation of 325,000 shares of restricted stock issued in connection with
the acquisition of B2B.

NOTE 5 - PURCHASE OF MD PAPERFREE SOFTWARE PROGRAM

PaperFree, 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.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 PaperFree's common
stock with a fair value of $1.00 per share. PaperFree capitalized software
acquisition costs totaling $1,500,000.

During the year ended February 28, 2005 the management determined that the
carrying value of the software capitalized is not recoverable and therefore an
impairment of $1,500,000 on the computer application software was recorded.

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

On September 1, 2004, PaperFree acquired Crown Medical Systems, Inc. (Delaware)
for 4,396,825 Preferred Series A shares. These Series A shares were immediately
converted into 39,901,187 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 acceptable to
audit by an independent registered accounting firm, the PaperFree Board of
Directors took formal action to abandon the investment in Crown Medical Systems,
Inc. (Delaware).

The 39,901,187 shares of common stock were valued at their then-current trading
price of $0.62 per share, or $24,738,730 and they remain outstanding.

NOTE 7 - IMPAIRMENT OF ASSETS

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

NOTE 8 - RELATED PARTY TRANSACTIONS

Accounts  receivable from related party of $133,984 at February 28, 2005,
represent funds advanced to KMS Computer  Services,  Inc.
("KMS") by PaperFree.  The advances are due on demand,  bear no interest.
PaperFree intended to purchase KMS through an acquisition
and the acquisition was completed subsequent to the year end. (See Note 15)

Advance from related parties of $10,144 at February 28, 2005, represent funds
advanced to PaperFree by company's minority shareholders. The advances are due
on demand, bear no interest and are unsecured. Imputed interest expense of 8%
was recorded during the period.

NOTE 9 - 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. During the year ended February 28, 2005,
PaperFree recorded interest expenses aggregating $15,600 resulted from the
discounts of the initial issuance of Series C preferred stock.

NOTE 10 - INCOME TAXES

PaperFree uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2005 and 2004, PaperFree
incurred net losses and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is approximately $57,573,000 at
February 29, 2005, and will expire in the years 2022 through 2024.

At February 28, 2005, deferred tax assets consisted of the following:

                  Deferred tax assets

                    Net operating losses                           $ 19,575,000

                    Less: valuation allowance                      (19,575,000)

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

                  Net deferred tax asset                          $          -

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

NOTE 11 - CAPITAL STOCK

During the year ended February 28, 2002:

- PaperFree issued 437,500 of its common stock for $3,500. - PaperFree issued
325,000 shares, recorded at $2,600 to purchase B2B.


During the year ended February 28, 2003:

-        PaperFree completed a private placement of 36,296 shares of common
stock for total proceeds of $87,110.


During the year ended February 29, 2004:

-        PaperFree issued 37,500 common stock valued at $1.00 per share in
exchange for the acquisition of the rights to MD PaperFree software.
-        PaperFree cancelled 325,000 shares in connection with the disposal of
 B2B.

During the year ended February 28, 2005:

-             PaperFree issued 4,396,825 shares of Series B convertible
              preferred stock to purchase Crown Medical Systems, Inc.
              (Delaware). These shares are valued at their fair value of
              $24,738,730. In September 2004, these shares were converted to
              39,901,178 common shares.
-             PaperFree issued 600,000 shares of preferred shares and 512,500
              shares of common stock to consultants for their services. There
              shares are valued at their fair value of $1,077,750.
-             PaperFree declared that its current 5,000,000 shares of
              convertible preferred stock be re-designated as Series B preferred
              stock. A new Series A preferred stock was designated.
-             PaperFree's stock shareholders elected to convert their 600,000
              shares of preferred stock to 5,445,000 shares of common
              stock.
-             PaperFree issued 362,240 shares for cash consideration of
              $158,722 through a Reg S stock sale and incurred an offering cost
              of $15,871 to its broker.
-             PaperFree issued 1,000,000 shares, for exercise of 1,000,000
              warrants for $20,000.

NOTE 12 - WARRANTS
<TABLE>
                                                                               Years Ended
                                                   ---------------------------------------------------------------------
                                                           February 28, 2005                  February 29, 2004
                                                   ----------------------------------- ---------------------------------
<S>                                                <C>                 <C>             <C>               <C>
                                                         Number           Wtd. Ave          Number          Wtd. Ave
                                                                                                            xercise
                                                           of             Exercise            of
                                                                                                             Price
                                                        Warrants           Price           Warrants
                                                   ------------------- --------------- ----------------- ---------------
Outstanding, beginning of year                                      -            $  -  -                           $  -
Granted
                                                            2,620,000            0.27                 -               -
Exercised                                                 (1,000,000)            0.02  -                              -
Forfeited                                                           -               -           -                     -
                                                    -------------------------------------------------------------------
Outstanding, end of year                                    1,620,000          $ 0.42           -                  $  -
                                                    ===================================================================
Warrants exercisable at end of year                         1,620,000          $ 0.42            -                 $  -
                                                    ===================================================================
</TABLE>

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

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

NOTE 13 - COMMITMENT

By agreement dated January 12, 2004, PaperFree entered into a one year investor
relations contract with a consultant at $5,000 per month. This contract was
terminated on June 30, 2004.

NOTE 14 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

                                                      Year ended
                                        Feb. 28, 2005             Feb. 29, 2004
                                        -------------             -------------

Cash paid for:

      Interest                            $        -              $           -

      Income taxes                        $        -              $           -

NOTE 15 - SUBSEQUENT EVENT

On March 1, 2005, PaperFree acquired all of the shares issued and outstanding 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 acquisition
is accounted for as a purchase.

During first quarter of fiscal 2006, PaperFree issued 249,258 shares for cash
consideration of $103,390 through a Reg S stock sale and incurred an offering
cost of $10,339 to its broker

During the first quarter of fiscal 2006, PaperFree received a final payment
$32,625 subscription for the Class B warrants. PaperFree then issued 203,000
common shares upon the exercise of the Class B Warrants.

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 2005. In the
first report filed December 9, 2004, the change in Auditors was announced was
reported.. In the second report, filed February 14, 2005, the resignation of
Crawford Shaw as a director was 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, $30,000

 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

99.2 Certification of Chief Financial 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 22, 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 22, 2005


By       /s/ David Bailey
         ----------------------------
         David Bailey      Director
         Date: June 22, 2005


By       /s/ Richard Paver
         -----------------------------
         Richard Paver Director
         Date: June 22, 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 22, 2005        /s/ William L Sklar

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


                           Exhibit 99.2 CERTIFICATION

I, William L. Sklar, Chief Financial 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 22, 2005        /s/ William L Sklar

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