Exhibit 3.1

                  CERTIFICATE OF INCORPORATION OF REED'S, INC.

                                    ARTICLE I

The name of the corporation is Reed's, Inc. (the "Corporation").

                                   ARTICLE II

The address of the Corporation's registered office in the State of Delaware is
1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.

                                   ARTICLE IV

The Corporation is authorized to issue one class of shares of stock to be
designated Common Stock, $0.0001 par value. The total number of shares that the
Corporation is authorized to issue is 50,000,000 shares of Common Stock.

                                    ARTICLE V

The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are granted subject to this right.

                                   ARTICLE VI

The Corporation is to have perpetual existence.

                                   ARTICLE VII

1. Limitation of Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists or as may hereafter
be amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

2. Indemnification. The Corporation may indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer or employee of the Corporation, or any predecessor of
the Corporation, or serves or served at any other



enterprise as a director, officer or employee at the request of the Corporation
or any predecessor to the Corporation.

3. Amendments. Neither any amendment nor repeal of this Article VII, nor the
adoption of any provision of the Corporation's Certificate of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII, in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VII, would accrue or arise,
prior to such amendment, repeal, or adoption of an inconsistent provision.

                                  ARTICLE VIII

Holders of stock of any class or series of this Corporation shall not be
entitled to cumulate their votes for the election of directors or any other
matter submitted to a vote of the stockholders.

                                   ARTICLE IX

1. Number of Directors. The number of directors which constitutes the whole
Board of Directors of the Corporation shall be designated in the Bylaws of the
Corporation. Initially, the number of directors shall be one (1).

2. Election of Directors. Elections of directors shall not be by written ballot
unless the Bylaws of the Corporation shall so provide.

3. Designation of Initial Director. The name and address of the initial director
of the Corporation is as follows: Christopher J. Reed, 13000 South Spring
Street, Los Angeles, California 90061.

                                    ARTICLE X

In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, alter, amend or repeal the
Bylaws of the Corporation.

                                   ARTICLE XI

Meetings of stockholders may be held within or without the State of Delaware, as
the Bylaws may provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside of the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.

                                  ARTICLE XIII



The name and mailing address of the incorporator are as follows: D.L. Petrucci,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The
undersigned incorporator hereby acknowledges that the above Certificate of
Incorporation of Reed's, Inc. is his act and deed and that the facts stated
therein are true.

Dated: September 7, 2001

/s/ D.L. Petrucci
D. L. Petrucci