UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


Amendment No. 1





(Mark One)


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





For the quarterly period ended June 30, 2009





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





For the transition period from__ to___





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





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




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
Non-accelerated filer  o

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 13, 2009.















Explanatory note






The sole purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 (the “Form 10-Q”) is to file Exhibits 10.1 and 10.2 to the Form 10-Q.  We are therefore, refiling Item 6 of Part II.   The original Form 10-Q was filed with the Securities
and Exchange Commission on August 14, 2009 and these exhibits were inadvertently omitted from the original filing.  No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date and has not been updated to reflect events occurring subsequent to the original filing date.



































Item 6. Exhibits




Exhibit No.
Description10.1
Standard Offer, Agreement, and Escrow Instructions for Purchase of Real Estate dated April 23, 2009, as amended.*10.2
Standard Industrial Commercial Lease Agreement dated May 7, 2009, as amended.*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.*
















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:   August 18, 2009
/s/ Christopher J. ReedChristopher J.  ReedPresident and Chief Executive Officer(Principal Executive Officer)Date:   August 18, 2009
/s/ James Linesch
James LineschChief Financial Officer
(Principal Financial Officer)