FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Elias Pearl

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/15/2008 

3. Issuer Name and Ticker or Trading Symbol

REEDS INC [REED]

(Last)        (First)        (Middle)

P.O. BOX 340

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

MERION STATION, PA 19066       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   666363   (2) I   By partnership   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy)   6/15/2007   6/15/2012   Common Stock   83333   (2) $7.50   I   By partnership   (1)

Explanation of Responses:
( 1)  Held by Wholesale Realtors Supply ("Wholesale"). Wholesale is a general partnership with twenty-six partners, each of which is a trust. Pearl Elias and Robert Elias are the sole trustees of each of the trusts and, in that capacity, have the right to act on behalf of each of the trusts and on behalf of Wholesale. As such, Pearl Elias and Robert Elias may be deemed to share the voting and dispositive power over the shares set forth in this report. To the extent that Pearl Elias, Robert Elias or either of their immediate family members are not the beneficiaries of certain of the trusts that are partners of Wholesale, Pearl Elias and Robert Elias expressly disclaim beneficial ownership of the shares held by Wholesale attributable to such trusts.
( 2)  Does not include 396,000 shares of common stock and warrants to purchase 157,528 shares of common stock held by the parents of Pearl Elias and Robert Elias. Does not include 5,500 shares of common stock and warrants to purchase 10,000 shares of common stock held by the Elias Family Charitable Trust (the "Charitable Trust"). Pearl Elias and Robert Elias may be deemed to share the voting and dispositive power over the shares held by the Charitable Trust. Pearl Elias and Robert Elias expressly disclaim beneficial ownership of the shares held by their parents and the Charitable Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Elias Pearl
P.O. BOX 340
MERION STATION, PA 19066
X

Elias Robert
P.O. BOX 340
MERION STATION, PA 19066
X


Signatures
/s/ Pearl Elias 7/10/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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