Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
(Amendment
No. 1)
(Mark
One)
x
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
For
the fiscal year ended December 31, 2007.
OR
o
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
For
the transition period from __________ to _________
Commission
File Number 000-32501
(Exact
name of registrant as specified in its charter)
Delaware
|
|
35-2177773
|
State
or other jurisdiction of incorporation or organization
|
|
I.R.S.
Employer Identification Number
|
|
|
|
13000
South Spring Street
|
|
|
Los
Angeles, California
|
|
90061
|
Address
of principal executive offices
|
|
Zip
Code
|
(310)
217-9400
Registrant’s
telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act: Common
Stock, par value $0.0001
Securities
registered pursuant to Section 12(g) of the Act: None
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 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
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o
No
x
The
issuer's revenues for the fiscal year ended December 31, 2007 were
$13,058,813.
The
aggregate market value of the voting common stock held by non-affiliates of
the
issuer as of October 1, 2008 was approximately $9,280,943 (computed based on
the
closing sale price of the common stock at $2.15 per share as of such date).
Shares of common stock held by each officer and director and each person owning
more than 10% of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. This determination of the affiliate
status is not necessarily a conclusive determination for other
purposes.
The
number of shares of Common Stock of the registrant outstanding as of October
1,
2008 was 8,928,591 shares.
Transitional
Small Business Disclosure Format (Check One): Yes o
No
x
EXPLANATORY
NOTE
We
are
filing this Amendment No. 1 on Form 10-KSB/A (“Form 10-KSB/A”) to our Annual
Report on Form 10KSB for the year ended December 31, 2007 in order to revise
principal executive officer and principal financial officer certifications
originally filed as Exhibits 31.1 and 31.2 to include the introductory language
of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of
Regulation S-K.
This
Form
10-KSB/A is limited in scope to the items identified above and should be read
in
conjunction with the Form 10-KSB and our other filings with the
SEC.
This
Form
10-KSB/A does not reflect events occurring after the filing of the Form 10-KSB
or modify or update those disclosures affected by subsequent events.
Consequently, all other information is unchanged and reflects the disclosures
made at the time of the filing of the Form 10-KSB. With this Form 10-KSB/A,
the
current principal executive officer and principal financial officer of the
Company has reissued these certifications required
by Section 302 of the Sarbanes-Oxley Act of 2002, included in Part
III,
Item 13. Exhibits, furnished herewith.
Item
13 Exhibits
31.1
|
|
Revised
Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act *
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
Date:
October 6, 2008
|
REED’S,
INC.
a
Delaware corporation
|
|
|
|
|
By: |
/s/
Christopher J. Reed
|
|
Christopher
J. Reed
|
|
Chief
Executive Officer
|
In
accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the
dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Christopher J. Reed
|
|
Chief
Executive Officer, Chief Financial Officer; President and Chairman
of
the Board of Directors
|
|
October
6, 2008
|
Christopher
J. Reed
|
|
(Principal
Executive Officer; Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/
Judy Holloway Reed
|
|
Director
|
|
October
, 2008
|
Judy
Holloway Reed
|
|
|
|
|
|
|
|
|
|
/s/
Mark Harris
|
|
Director
|
|
October
6, 2008
|
Mark
Harris
|
|
|
|
|
|
|
|
|
|
/s/
Daniel S.J. Muffoletto
|
|
Director
|
|
October
6, 2008
|
Daniel
S.J. Muffoletto
|
|
|
|
|
|
|
|
|
|
/s/
Michael Fischman
|
|
Director
|
|
October
6, 2008
|
Michael
Fischman
|
|
|
|
|