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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Elias Pearl
2. Date of Event Requiring Statement (Month/Day/Year)
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)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MERION STATION, PA 19066
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 666,363 (2)
I
By partnership (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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) 06/15/2007 06/15/2012 Common Stock 83,333 (2) $ 7.5 I By partnership (1)

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 07/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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