SecProbe.io

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Mail Stop 0308 							April 8, 2005

VIA U.S. MAIL AND FACSIMILE

Christopher J. Reed
President, CEO, CFO, and Chairman
Reed`s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re:	Reed`s, Inc.
      Registration Statement on Form SB-2
      File No. 333-120451
      Amended March 25, 2005

Dear Mr. Reed:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General
1. Please note that we still are considering your response to our
prior comment 1.
Forward-Looking Statements, page 8
2. Please delete references to Section 27A of the Securities Act
and
Section 21E of the Exchange Act on page 8, and to the Private
Securities Litigation Reform Act of 1995 as the safe harbor
provided
by them for forward-looking statements is not available for an
initial registration statement.  In addition, as you are
responsible
for the accuracy and completeness of all contents of the
registration
statement, please delete the statement to the contrary in the last
paragraph of page 8.  You may retain the rest of the Forward-
Looking
Statements section if you so elect.

Dilution, Page 11
3. We have considered your response to prior comment 4.
Convertible
securities issued within a year prior to the filing of an initial
registration statement with a conversion price below the initial
offering price are presumed to contain an embedded beneficial
conversion feature.  To overcome this presumption, you must
provide
sufficient, objective and verifiable evidence that the conversion
price represented fair value at the issuance or commitment date.
We
do not believe your response provides such evidence.
Specifically,
you have not justified the use of a fair value lower than the
initial
offering price since your valuation was based on an approximation
of
value using a multiple of revenues of between 1 and 2 rather than
contemporaneous transactions in your securities or a third party
valuation.  Also, we do not believe your valuation provides better
evidence than the initial offering price given the proximity of
the
initial filing on Form SB-2 on November 12, 2004 to the issuance
of
the convertible preferred stock during November 2004.  Further, we
do
not believe that you have supported that June 30, 2004 is the
commitment date for purposes of applying the guidance in EITF 98-
5.
We base our assessment on the fact that the convertible preferred
stock was not created under Delaware law until after June 30,
2004,
was not issued until November 2004 and there were no disincentives
for non-performance in the subscription agreement.  Accordingly,
it
appears that the commitment date is the date of issuance.  Please
revise your filing to reflect the embedded beneficial conversion
feature using the expected initial public offering price.  If the
convertible preferred stock is convertible at the date of
issuance,
the beneficial conversion should be charged to retained earnings
at
the issuance date.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies, page 15
4. In response to our initial comment 63 you stated that the
company
does not engage in promotional allowance activity.  Please remove
"Promotional Allowances" from the "Advertising and Promotional
Allowances" title in order to avoid confusion.

Plan of Distribution, page 43
5. We note your response to our prior comment 11.  Please expand
the
disclosure to disclose all of the factors that you considered in
determining the initial public offering price as there is no
public
market yet for your common stock.  For example, discuss, if
accurate,
whether the anticipated offering price was determined by
negotiations
between you and the selling agents, and whether you considered
other
factors like your record of operations, current financial
condition,
market conditions, prospects of your industry, your management,
the
currently prevalent condition in equity prices in the OTC Bulletin
Board market, the current market valuations of publicly traded
companies considered comparable to yours, and so on.  In addition,
please add a reminder on page 44 that you cannot assure investors
that the prices at which your shares will sell in the public
market
after this offering will not be lower than the initial public
offering price or that an active market in your common stock will
develop and continue after this offering.

Lock-in of Promotional Shares, page 45
6. We note your response to our prior comment 13.  Please identify
the agent in charge of the common stock subject to the escrow.
Also,
file the new lock-in agreements as exhibits.

Financial Statements

General
7. In response to several of our prior comments you have indicated
that you intend to revise your financial statements and/or notes,
but
you have not provided the proposed revisions for our review.
Please
understand that we may have further comments upon reviewing the
revisions included in your next amendment.

Notes to Financial Statements, page 45
8. In response to our prior comment 6 you revised your results of
operations disclosures to include discussion of sales of specific
products.  In your response to comment 58 from our initial comment
letter you stated that you do not generate product line revenue
information.  Please advise with consideration of initial comment
58
which is included as follows for your convenience:
* Revise your filing to provide the product line revenue
disclosure
required by paragraph 37 of SFAS 131.

Note 4. Intangible Assets, page 49
9. Under GAAP, marketing and advertising costs are period costs,
unless specific authoritative guidance supports capitalization.
This
is supported by paragraph 10 of SFAS 142, which requires expensing
of
costs that are inherent in a continuing business.  Please
supplementally explain how the design costs capitalized do not
meet
the definition of an expense as defined in paragraph 10 of SFAS
142
and FASB Concepts Statement No 5.  If you believe the capitalized
design costs are not expenses, please also supplementally explain
how
these costs meet the four fundamental recognition criteria for
assets
in paragraph 63 of FASB Concepts Statement No. 5 as required by
paragraph B29 of SFAS 142.  If you can support capitalization,
please
supplementally explain your basis for the ten-year useful life
assigned to capitalized design costs.  If you cannot support
capitalization of these costs, please revise your financial
statements to reflect such costs as expenses in the period(s) in
which they were incurred.
10. In your response to prior comment 16 your reference to
capitalization of costs to design trademarks and trade names does
not
appear to be supported by GAAP.  Only legal fees and similar costs
relating to patents, copyrights, and trademarks may be
capitalized.
Please confirm to us that it is not the company`s policy to
capitalize design costs related to trademarks and trade names.

Note 10. Stock Options, page 52
11. Prior comment 17 stated "This table in this note indicates
that
as of June 30, 2004 you have 72,500 options outstanding and
exercisable.  Page 34 states that as of the date of this
prospectus,
17,500 options have been issued under the 2001 Stock Option Plan.
Please revise or advise."  In your response to prior comment 17
you
state that additional language was added to page 34 to indicate a
total of 72,500 options.  It does not appear that additional
language
was added.  Please revise or advise.
*	*	*	*	*
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Adam Phippen, Staff Accountant, at (202)
824-
5549 or George Ohsiek, Accounting Branch Chief, at (202) 942-2905,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-1776, David Mittelman, Legal Branch Chief, at (202) 942-
1921, or me at (202) 942-1900 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc. Lawrence W. Horwitz, Esq.
Horwitz & Cron
Four Venture - Suite 390
Irvine, California 92618

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Reed's, Inc.
April 8, 2005
Page 1

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