SecProbe.io

Mail Stop 3561
August 21, 2008
 Christopher J. Reed Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA  90061
Re: Reed’s, Inc.
  Post-effective amendment to Form S-1
Filed July 28, 2008
  File No. 333-146012   Form 10-KSB for Fiscal Year Ended
December 31, 2007 Filed April 15, 2008 File No. 001-32501

Dear Mr. Reed:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Risk Factors, page 5

  1. Your risk factor on page 14 appears to st ate a generic risk regarding your system
of internal control over financial repor ting, including statements indicating that
management “may” conclude that your system is ineffective.  But your Form 10-KSB for the period ended December 31, 2007 indicates that management has
concluded that your system of internal  control over financial reporting was

Christopher J. Reed
Reed’s, Inc. August 21, 2008 Page 2
ineffective as of December 31, 2007.  Please revise this risk fa ctor to disclose
management’s conclusion that your inte rnal control over financial reporting was
ineffective and provide a brief descrip tion of the material deficiencies, as
disclosed beginning on page 37 of your annual report on Form 10-KSB for the
fiscal year ended December 31, 2007.
  Form 10-KSB for Fiscal Y ear Ended December 31, 2007

 Exhibits

  2. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certifications under Item 601(b)(3 1) of Regulation S-B.  Please revise
these certifications to include the intr oductory language of paragraph 4 and the
language of paragraph 4(b) of Item  601(b)(31) of Regulation S-K.

* * * * *

As appropriate, please amend your filings in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments a nd responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the amended registration statemen t to be certain that the filing includes all
information required under the Securities Ac t of 1933 and that 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.

Before the amended registration statemen t is declared effective pursuant to
Section 8 of the Securities Act, the co mpany should provide us with a letter,
acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

Christopher J. Reed
Reed’s, Inc. August 21, 2008 Page 3
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy 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 proceeding initiated by the Commission
or any person under the federal secu rities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your fili ngs or in response to our comments on your filings.
 Please contact Damon Colbert at (202 ) 551-3581 or David Link at (202) 551-3356
with any questions.

     S i n c e r e l y ,          John Reynolds      A s s i s t a n t  D i r e c t o r

 cc: Peter V. Hogan, Esq.
Ruba Qashu, Esq. Fax:  (310) 208-1154