SecProbe.io

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Mail Stop 0308 							May 5, 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 April 28, 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. We note your response to our prior comment 1.  It appears that
Mr.
Sharma, who is both an affiliate of the issuer and a
representative
of the underwriter, and is involved in "marketing" of the
offering,
is engaged in the distribution of securities in this offering.
Moreover, he is receiving a substantial portion of the commissions
and fees you will pay Brookstreet.  It is our view therefore that
Mr.
Sharma is an "underwriter" within the meaning of Section 12(a)(11)
of
the Securities Act.  Accordingly, please revise to state in the
Plan
of Distribution section that Mr. Sharma is an underwriter.
  Prospectus Front Cover Page
2. We note that you have added in this amendment several new
artworks, which you have not provided the staff earlier for
review.
It is not clear that the first artwork is on the front cover page
of
your prospectus.  If that is so, it is not consistent with the
requirements of Item 501 of Regulation S-B.  Please remove any
artwork or graphic material from the prospectus front cover page.
In
addition, please tell us whether you have used this particular
prospectus for distribution purposes.  We may have further
comments.
Forward-Looking Statements, page 8
3. We note your response to our prior comment 2.  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 sentence of the last paragraph.

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

Results of Operations, page 18
4. We reviewed your response to comment 59 from our comment letter
dated December 10, 2004.  On page 18 of this filing you state that
the increase in general and administrative expenses was primarily
due, among other reasons, to increased transportation expenses due
to
the expansion of local direct distribution and increased
depreciation
expenses due to equipment being used for local distribution.  Note
1(H) of the notes to the financial statements states that you
classify shipping and handling costs, freight costs and costs
associated with product distribution as costs of sales.  Please
supplementally explain this apparent inconsistency in income
statement classification and revise your filing accordingly. We
may
have further comments.

Business, page 21
5. The artworks you have included in this section in this
amendment
for the first time comprise new disclosure.  Please refer on pages
24
and 51 to the drawings of a cauldron, which allude to the natural,
kettle brewing process of your ginger drinks.  As it seems
unlikely
that you make the ginger brews in your plant in exactly the
depicted
way, please delete the graphics or, alternatively, provide
pictures
of your actual brewing process.  Please revise throughout the
document as needed.
6. Please represent to us that you have permission from the Wall
Street Journal to reprint the article you have added on page 28,
or
delete it.
7. In addition, in the same report, we note that Mr. Chris Reed
made
the claims that the public demand for crystallized ginger would be
similar to that for oat-bran "10 years ago," and that you were
"positioning (your)selves to be ready for it."  Please provide us
annotated third-party documentary evidence substantiating these
claims, or remove the article from the prospectus.  If you intend
to
retain this article, also explain whether all information
contained
in it is still valid given that two-and-a-half years have elapsed
since the date of the report.

Plan of Distribution, page 47
8. Please disclose in this section all commissions and fees, fixed
and contingent, that Mr. Sharma will receive in connection with
this
offering.

Financial Statements

Balance Sheet, page F-3
9. We note that you have recognized an asset for deferred stock
offering costs of $219,955.  Please tell us the specific nature
and
amount of each item capitalized as an expense of the offering.
Deferred offering costs should include only direct, incremental
costs
of the offering and should exclude indirect costs such as
management
salaries and advertising expenses, which must be expensed as
incurred.  Please advise or revise, as necessary.

Statements of Operations, page F-4
10. We reviewed your response to prior comment 9.  Based on review
of
your Form SB-2 filed on November 12, 2004 it appears that you had
approximately $53,000 of packaging design costs capitalized as of
December 31, 2003.  It appears that you have recorded an expense
in
2004 to write off your packaging design costs incurred in prior
periods.  Revise your filing to reflect the packaging design costs
in
the period they were incurred.  We assume that this will require
that
most, or all, of the expense will be recorded in 2003 given that
there does not appear to be significant activity in the packaging
design costs account in 2004.  Please apply the guidance in AU
561.06a of the AICPA professional standards and the reporting and
disclosure requirements of APB 20 paragraphs 36 and 37 as it
relates
to your restatement for your audited financial statements.
Additionally, on the face of each of the financial statements and
footnotes that are affected by the restatement, please clearly
label
the headings and applicable periods as restated.  Finally, as
stated
in AU 561.06a, your auditors should refer to the restatement note
describing the revisions in their auditor`s report.

Notes to Financial Statements

Note 1. Operations and Summary of Significant Accounting Policies

Note 1(N). Advertising Costs, page F-11
11. We have reviewed your response to prior comment 4.  In
response
to our comments 63 and 64 of our comment letter dated December 10,
2004 you stated that you do not engage in providing promotional
allowances described in EITF 01-09.  In response to comment 15 of
our
comment letter dated March 15, 2005 you stated that you do not
engage
in promotional allowance activity. In response to prior comment 8
you
indicate your "financial statements include a sales amount which
is
net of sales incentives, as required by EITF 01-9."   In this
third
amendment you disclose your policy of accounting for certain sales
incentives, including slotting fees is in accordance with EITF 01-
09.
In addition, on page 15 you state that supermarkets can require
more
advertising monies to be spent and sometimes require slotting fees
and that you work to keep these fees reasonable.  Please
supplementally explain the apparent inconsistencies between your
disclosures and your responses. Tell us the amount of each type of
sales incentive you offer for each period presented.  To the
extent
that sales incentives are material please disclose in the
Management`s Discussion and Analysis section the amounts of sales
incentives classified in each financial statement line item.

Note 8. Stockholders` Equity, page F-17
12. You state that 55,500 shares were issued in connection with
the
conversion of debt.  Your statement of changes in stockholders`
equity states that 25,500 were issued.  Please revise or advise.
13. We have reviewed your response to prior comment 3.  Per APB
Opinion No. 26 the difference between the reacquisition price and
the
net carrying amount of the extinguished debt should be recognized
currently in income of the period of extinguishment as losses or
gains rather than being charged directly to retained earnings. APB
Opinion No. 26 does apply to extinguishments of debt effected by
the
issuance of preferred stock.  The reacquisition price of the
extinguished debt is to be determined by the value of the
preferred
stock issued or the value of the debt--whichever is more clearly
evident.  Refer to FTB 80-1.  Please supplementally explain with
reference to authoritative guidance why you deem it appropriate
not
to recognize a loss on the extinguishment of debt in October 2004
considering that you extinguished $255,002 of debt and accrued
interest through the issuance of 25,500 preferred shares which
were
fair valued at a total of $408,000, assuming $16.00 per preferred
share.  Please revise if necessary.

Note 13. Related Party Activity, page F-20
14. Based on your disclosure, it appears that the line of credit
agreement between the Company and Mr. Sharma represents an
investing
activity consistent with paragraph 17a of SFAS 95.  Please revise
your statements of cash flows accordingly.

*	*	*	*	*

      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)
551-
3336 or George Ohsiek, Accounting Branch Chief, at (202) 551-3843,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-3333, David Mittelman, Legal Branch Chief, at (202) 551-
3214, or me at (202) 551-3720 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.
May 5, 2005
Page 1

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