UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
No. 2





(Mark
One)


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







For the
quarterly period ended September 30, 2009





o TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from ______ to ______


Commission
file number





Commission
file number: 001-32501











REED'S
INC.


(Exact
name of registrant as specified in its charter)





Delaware
            35-2177773(State of
      incorporation)
            (I.R.S. Employer Identification
      No.)





13000
South Spring St. Los Angeles, Ca. 90061


(Address
of principal executive offices) (Zip Code)





(310)
217-9400


(Registrant's
telephone number, including area code)








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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 o


Yes
No


Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Yes o  No o


Yes  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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):







Large
      Accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
            
            Smaller
      reporting company x





Indicate
by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act).





Yes o  No x


Yes  No


Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: There were a total of 9,215,693 shares
of Common Stock outstanding as of August 17, 2009.












EXPLANATORY NOTE





Reed’s, Inc. (the “Company”) is filing this Amendment No. 2
to its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2009 (the “Form 10-Q”) as an exhibit-only filing. The Company is filing
this Amendment No. 2 to the Form 10-Q (“Amendment”) for the sole purpose of
filing Exhibit 10.1, which was filed with an explanatory comment about the
confidential portion of information in Exhibit B. In addition, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new
certifications by our principal executive officer and principal financial
officer are filed as exhibits to this Amendment .





This
Amendment does not reflect events occurring after the filing of the Form 10-Q or
modify or update those disclosures affected by subsequent events. Except as
described above, no other modifications or changes have been made to the Form
10-Q as originally filed or the exhibits filed therewith. Other events occurring
after the filing of the Form 10-Q or other disclosures necessary to reflect
subsequent events have been addressed in our reports filed with the Securities
and Exchange Commission subsequent to the filing of the Form 10-Q.





PART
II – OTHER INFORMATION




Item
6. Exhibits





Exhibit No.
            Description




10.1
              Brewing
      Agreement between Reed’s Inc. and the Lion Brewery, Inc. dated November 1,
      2008 Brewing Agreement between Reed’s Inc. and the Lion Brewery, Inc.
      dated November 1, 2008. Portions of the exhibit have been omitted pursuant
      to a request for confidential
  treatments.*




31.1
              Certification of Chief
      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*




31.2
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*




32.1
              Certification
      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.*




32.2
              Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.*


____________


*filed
herewith





SIGNATURES




Pursuant
to the requirements 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.




Reed’s,
      Inc.
              (Registrant)Date: 
      December 17, 2009
            /s/Christopher J.
      ReedChristopher
      J.  ReedPresident
      and Chief Executive Officer(Principal
      Executive Officer)Date: 
      December 17, 2009
            /s/James
      LineschJames
      LineschChief Financial Officer
              (Principal
      Financial Officer)