SecProbe.io

Mail Stop 3561                  October 12, 2007  Christopher J. Reed  Chief Executive Officer  Reed’s, Inc.  13000 South Spring Street  Los Angeles, CA  90061
 Re:  Reed’s, Inc.
  Registration Statement on Form SB-2
  Filed September 12, 2007   File No. 333-146012
Dear Mr. Reed:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are 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 provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not 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 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.

Registration Statement on Form SB-2

 Calculation of Registration Fee

1. We note your indication in footnote (2) th at you have calculated the registration
fee according to the price paid originally  for such securities, even though you also
refer to Rule 457(c).  Tell us why you did not rely upon the method set forth in
Rule 457(c), which refers to the average of the bid and asked prices of securities traded over-the-counter.

Christopher J. Reed
Reed’s, Inc.
October 12, 2007 Page 2  Selling Stockholders, page 13

2. You indicate that “[i]nformation coveri ng the selling stockholder may change
from time to time and changed information will be presented in a supplement to this prospectus.”  Revise to indicate that you will make such changes by post-
effective amendment or tell us why you belie ve it is appropriate to make changes
to your selling stockholders via a prospectus supplement.
3. We note that some of the selling share holders are non-natural persons.  Please
disclose the natural persons who exercise  sole or shared vot ing or investment
power over the entity.  If any of the en tities listed are public entities, majority-
owned subsidiaries of public entities or registered investment companies, please
disclose this by way of footnote.  See Interpretation 60 under Section I.
Regulation S-K in the Division of Cor poration Finance’s Manual of Publicly
Available Telephone Interpre tations (July 1997).

Undertakings, page II-3

4. Please revise to include the undertakings in Item 512(g)(2) of Regulation S-B.
 Legality Opinion – Exhibit 5.1

5. We also note that the legal opinion refers to the “General Corporation Law of the
State of Delaware.”  Please have counsel confirm for us in writing that the legality
opinion concurs with our understanding th at the reference and limitation to the
Delaware General Corporation Law includes the statutory provisions and also all
applicable provisions of the Delaware C onstitution and the reported judicial cases
interpreting those laws cu rrently in effect.

Form 10-QSB for the period ended June 30, 2007
 Evaluation of Disclosure Controls and Procedures

6. We note your disclosure indicates that  your management “recognized that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired c ontrol objectives…”   In
future filings, please revise your disclosu re to state clearly, if true, that your
disclosure controls and procedures are designed to provide reasonable assurance
of achieving their objectives and that  your principal executive officer and
principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level.  In the alternative, please remove
the reference to the level of  assurance of your disclosure  controls and procedures.
Please refer to Section II.F.4 of Manageme nt’s Reports on Internal Control Over

Christopher J. Reed
Reed’s, Inc.
October 12, 2007 Page 3
Financial Reporting and Certif ication of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238.

*   *   *   *   *

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that the filing includes all information required under the Securities Act of 1933 and they have provided all
information investors require for an inform ed investment decision.  Since the company
and its management are in possession of all f acts 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 ev ent 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

• 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 a confirmation of th e fact that those reque sting 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

Christopher J. Reed
Reed’s, Inc. October 12, 2007 Page 4  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.
 You may contact Mara Ransom, Legal Bran ch Chief, at (202) 551-3264, or me at
(202) 551-3725 with any questions.
Sincerely,

H. Christopher Owings Assistant Director

cc via facsimile:

Jeffrey P. Berg, Esq. (310) 820-8859