Graphite 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter endedSeptember 30, 2009

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

For the transition period from _____ to _____

Commission File Number: 333-148719

MEDZED, INC.

(Exact name of small business issuer as specified in its charter)

Nevada (State of incorporation) 26-0641585  (IRS Employer ID Number)

Daniel R. MacLean

7900 East Union Avenue Suite 1100

Denver Colorado 80237

(Address of principal executive offices)

(303) 217-4556

 (Issuer's telephone number)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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. YesS  No£

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   £	Accelerated filer   £
Non-accelerated filer   £	Smaller reporting company  S

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesS  No£

As of November 12, 2009, there were 2,500,000 shares of common stock, par value $0.0001 per share, were outstanding.

1

TABLE OF CONTENTS

	Page
PART I
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis or Plan of Operation	9
Item 3  Quantitative and Qualitative Disclosures About Market Risk	10
Item 4  Controls and Procedures	10
PART II
Item 1.    Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.    Defaults Upon Senior Securities	11
Item 4.    Submission of Matters to a Vote of Security Holders	11
Item 5.    Other Information	11
Item 6.    Exhibits	11

2

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

MEDZED, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
			September 30,		December 31,
			2009		2008
			(Unaudited)
CURRENT ASSETS
	Cash		$	208	$	4,542
		Total Current Assets		208		4,542
		TOTAL ASSETS	$	208	$	4,542
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$	6,190	$	-
	Related party payable			12,906		9,300
		Total Current Liabilities		19,096		9,300
		TOTAL LIABILITIES		19,096		9,300
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock: $0.0001 par value, 50,000,000
	shares authorized, 2,500,000 issued and
	outstanding			250		250
	Additional paid-in capital			54,750		54,750
	Deficit accumulated during the development stage			(73,888)		(59,758)
		Total Stockholders' Equity (Deficit)		(18,888)		(4,758)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		EQUITY (DEFICIT)	$	208	$	4,542
The accompanying notes are an integral part of these financial statements.

3

MEDZED, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
											From Inception
											on August 3,
			For the Three Months Ended				For the Nine Months Ended				2007 Through
			September 30,				September 30,				September 30,
			2009		2008		2009		2008		2009
REVENUES			$	-	$	-	$	-	$	-	$	-
EXPENSES
	General and administrative			5,159		17,518		14,130		29,449		73,888
		Total Expenses		5,159		17,518		14,130		29,449		73,888
LOSS FROM OPERATIONS				(5,159)		(17,518)		(14,130)		(29,449)		(73,888)
OTHER EXPENSES
	Interest expense			-		-		-		-		-
		Total Other Expenses		-		-		-		-		-
LOSS BEFORE INCOME TAXES				(5,159)		(17,518)		(14,130)		(29,449)		(73,888)
INCOME TAX EXPENSE				-		-		-		-		-
NET LOSS			$	(5,159)	$	(17,518)	$	(14,130)	$	(29,449)	$	(73,888)
BASIC AND DILUTED LOSS
PER SHARE			$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)
WEIGHTED AVERAGE
SHARES OUTSTANDING				2,500,000		1,936,000		2,500,000		1,500,000
The accompanying notes are an integral part of these financial statements

4

MEDZED, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
						Deficit
						Accumulated		Total
				Additional		During the		Stockholders'
	Common Stock			Paid-in		Development		Equity
	Shares	Amount		Capital		Stage		(Deficit)
Balance at inception, August 3, 2007	-	$	-	$	-	$	-	$	-
Common stock issued for cash at $0.01 per share	1,500,000		150		14,850		-		15,000
Net loss from inception on August 3, through December 31, 2007	-		-		-		(18,321)		(18,321)
Balance, December 31, 2007	1,500,000		150		14,850		(18,321)		(3,321)
Common stock issued for cash at $0.04 per share	1,000,000		100		39,900		-		40,000
Net loss for the year ended December 31, 2008	-		-		-		(41,437)		(41,437)
Balance, December 31, 2008	2,500,000		250		54,750		(59,758)		(4,758)
Net loss for the nine months ended September 30, 2009 (unaudited)	-		-		-		(14,130)		(14,130)
Balance, September 30, 2009 (unaudited)	2,500,000	$	250	$	54,750	$	(73,888)	$	(18,888)
The accompanying notes are an integral part of these financial statements.

5

MEDZED, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
									From Inception
									on August 3,
					For the Nine Months Ended				2007 Through
					September 30,				September 30,
					2009		2008		2009
OPERATING ACTIVITIES
	Net loss				$	(14,130)	$	(29,449)	$	(73,888)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
	Changes in operating assets and liabilities
		Increase (decrease) in accounts payable				6,190		(550)		6,190
			Net Cash Used in
			Operating Activities			(7,940)		(29,999)		(67,698)
INVESTING ACTIVITIES						-		-		-
FINANCING ACTIVITIES
		Proceeds from related party loans				3,606		15,700		12,906
		Common stock issued for cash				-		21,800		55,000
				Net Cash Provided by
				Financing Activities		3,606		37,500		67,906
		NET CHANGE IN CASH				(4,334)		7,501		208
		CASH AT BEGINNING OF PERIOD				4,542		2,779		-
		CASH AT END OF PERIOD			$	208	$	10,280	$	208
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest			$	-	$	-	$	-
		Income Taxes			$	-	$	-	$	-
The accompanying notes are an integral part of these financial statements.

6

MEDZED, INC.

(A Development Stage Company)

Notes to Unaudited Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements.  The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

On September 30, 2009, Sputnik adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.  Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification.  These changes and the Codification itself d o not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

7

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or am ount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

NOTE 4 – RELATED PARTY PAYABLES

As of September 30, 2009, the Company has received cash advances from its principal shareholder of $12,906. The advances are non interest bearing, unsecured and due upon demand. Imputed interest was not considered to be material.

NOTE 5 – SUBSEQUENT EVENTS

There were no subsequent events from the end of the quarter to November 13, 2009.

8

Item 2.

Management’s Discussion and Analysis or Plan of Operations

As used in this Form 10-Q, references to the “Medzed,” Company,” “we,” “our” or “us” refer to Medzed, Inc. Unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statem ents.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on February 8, 2008. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

Medzed Inc. was incorporated on August 3, 2007 under the laws of the State of Nevada. We have not generated any revenue to date and are a development stage company. We were established for the purpose of becoming a third party reseller of Medical Office Business Solutions. The Company intends to market and resell Electronic Medical Records (EMR) software, Physician Practice Management (PPM) software, and billing software and related services on behalf of the manufacturers of these products.

Plan of Operation

Over the course of the next three month period we plan to focus our efforts on the development of a comprehensive business and marketing plan to assist us with a successful entry into the medical office business solutions market place. Our current management and sole director have over 20 years of experience in management positions in the healthcare industry both in the United States and Canada and will be able to provide sufficient business planning experience to create and execute an effective business plan.  Over the next twelve months, we intend to commence our marketing efforts, which will be directed towards small to medium size healthcare providers, such as medical offices, clinics and ambulatory clinic space.  Initially the Company will focus on physicians’ offices within Denver, Colorado.

Liquidity and Capital Resources

Our balance sheet as of June 30, 2009 reflects cash in the amount of $208. Cash from inception to date has been sufficient to provide the operating capital necessary to operate to date.

Notwithstanding, we anticipate generating losses and therefore we may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

9

 Going Concern Consideration

The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $14,130 for the nine months ended September 30, 2009 and a net loss of $73,888 for the period August 3, 2007 (inception) to September 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues.  Management’s plans include of investing in and developing all types of businesses related to the medical accounting and management industry.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing adequate internal controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

As of the end of the period covered by this report, the company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's chief executive officer and the company's chief operating officer and principal financial officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the company's chief executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed in the reports that the company files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) information r equired to be disclosed in the reports the company files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including the company's chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting during or that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.

10

PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A.  Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None.

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

There was no matter submitted to a vote of security holders for the six months ended September 30, 2009.

Item 5.  Other Information

None

Item 6.  Exhibits

Exhibit No.	Description
31.1	Rule 13a-14(a)/15d-14(a) Certifications of Daniel R. MacLean, the President, Chief Executive Officer, Treasurer and Director (Previously Filed)
32.1	Section 1350 Certifications of Daniel R. MacLean, the President, Chief Executive Officer, Treasurer and Director (Previously Filed)

11

SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDZED, INC
Dated: November 13, 2009	By:	/s/ Daniel R. MacLean
		Name:  Daniel R. MacLean
		Title: President, Chief Executive Officer, Treasurer and Director
		(Principal Executive, Financial and Accounting Officer)

12