SecProbe.io

Mail Stop 3561
July 13, 2006

Christopher J. Reed
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061

 Re:  Reed’s, Inc.
Registration Statement on Form SB-2
Filed June 21, 2006
  File No. 333-135186
  Form 10-KSB for the year ended December 31, 2005
Form 10-QSB for the quarter ended March 31, 2006
File No. 1-32501

Dear Mr. Reed:

We have limited our review of your fili ngs to those issues addressed in our
comments.  Where indicated, we think you shoul d revise your documents in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  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.

Supplemental Notes Regarding the Rescission Offer
1. The forepart of the document should consist of the cover page, the summary and the risk factors.  Please m ove this section to follow the summary or include this
information in the summary.

Christopher J. Reed
Reed’s, Inc.
July 13, 2006 Page 2
Appendix A – Form of Notice of Election
2. Please delete the language indicating that investors have “read” and “review[ed]”
the prospectus.

Exhibit 5.1
3. Counsel should confirm our understanding that its reference to the “General
Corporation Law of Delaware” includes the statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

Form 10-KSB for the Year Ended December 31, 2005

Item 8A. Controls and Procedures, page 13
4. We note your disclosure that your “princ ipal executive and financial officer
concluded that the Company’s disclosure c ontrols and procedures are effective to
ensure that information required to be di sclosed in the reports the Company files
and submits under the Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.”  Revise to  clarify, if true, that your principal
executive and financial officer conclude d that your disclosure controls and
procedures are also effective to ensure th at information required to be disclosed in
the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive officer and financial officer, to allow timely deci sions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).  Please make similar revisions to your Form 10-
QSB for the quarterly period ended March 31, 2006.
5. Please revise your disclosure regardi ng changes to internal controls and
procedures over financial reporting to identify “any changes,” not just
“significant” changes, that have materia lly affected, or are reasonably likely to
materially affect, your intern al controls and procedures  over financial reporting.
See Item 308(c) of Regulation S-B.
Certifications
6. We note that you have not included as  exhibits to the Form 10-KSB the
certifications required by Item 601(b)(32) of Regulation S-B and Rule 13a-14(b) of the Securities Exchange Act of 1934.  Please re-file the entire Form 10-KSB,
including all required certifications.

Christopher J. Reed
Reed’s, Inc.
July 13, 2006 Page 3
Form 10-QSB for the Quarter Ended March 31, 2006
7. Where applicable, please revise to comply with the above comments.

Exhibit 31
8. Please eliminate the titles you indicate Christopher J. Reed holds in the opening
paragraph of the certification.
9. Please do not omit required language or ot herwise alter the certification.  For
example, in paragraph 5 you should specify  that your certifying officers have
disclosed to both your auditors and the audit committee the items specified.  Also, throughout the certification, you should refer to the “small business issuer” instead of “the Company.”  See Item 601(b)(31) of Regulation S-B.

*****

As appropriate, please amend your registra tion statement and periodic reports in
response to these comments.  You may wish to  provide us with marked copies of the
amendments to expedite our review.  Please furnish a letter with your amendments that
keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen ts and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

Christopher J. Reed
Reed’s, Inc.
July 13, 2006 Page 4
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Howard Baik, Attorney-Advi sor, at (202) 551-3317, Ellie Quarles,
Special Counsel at (202) 551-3238, or me at (202) 551-3725 with any other questions.

       S i n c e r e l y ,

        H. Christopher Owings
        A s s i s t a n t  D i r e c t o r

cc: Jeffrey Berg, Esq.
 Fax: 310-820-8859