Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers.

(b) Resignation of Officer

Christopher J. Reed has submitted his resignation as Chief Financial Officer of Reed's, Inc. ("Reed's"), effective January 19, 2009. Mr. Reed will continue to serve in his positions as President, Chief Executive Officer and Chairman of the Board of the Reed's.

(d) Election of Director

On January 5, 2009, the Board of Directors of Reed's appointed Mr. James Linesch, age 54, as Chief Financial Officer of Reed's effective January 19, 2009. There are no arrangements or understandings between Mr. Linesch and any other persons pursuant to which Mr. Linesch was selected as Chief Financial Officer. During the last two years, there has been no transaction that Reed's was or is a party to in which Mr. Linesch had or is to have a direct or indirect material interest. There are no family relationships between Mr. Linesch and any director or executive officer of Reed's.

Over the past 15 years, Mr. Linesch has served as the chief financial officer of several emerging public companies. Mr. Linesch served as the chief financial officer of AdStar, Inc., a public company providing ad placement services and payment processing software for publishers, from February 2006 until January 2009. He performed transaction intermediary services with MET Advisors, LLC from January 2005 until January 2006. From June 2000 to October 2004, he served as chief financial officer of DynTek, Inc., an information technology (IT) services company. From May 1996 until October 1999 he served as chief financial officer and president of CompuMed, Inc. He also served as chief financial officer of Universal Self Care, Inc. from June 1991 until May 1996. Mr. Linesch is a certified public accountant (CPA), having practiced with Price Waterhouse in Los Angeles. He earned a BS degree in finance from California State University, Northridge, and an MBA from the University of Southern California.

In connection with his appointment, Mr. Linesch was granted options to purchase 75,000 shares under Reed's 2007 Stock Option Plan, vesting over a period of three years commencing January 19, 2009. There is no other material plan, contract or arrangement (whether or not written) to which Mr. Linesch is a party or in which he participates in connection with his appointment.