SecProbe.io

Mail Stop 3561
November 10, 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 No. 2 to Registration Statement on Form
S-1 Filed October 31, 2008
  File No. 333-146012   Form 10-KSB/A for Fiscal Year Ended
December 31, 2007 Filed October 6, 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.

Christopher J. Reed
Reed’s, Inc. November 10, 2008 Page 2   Risk Factors, page 5

  1. We note your response to comment one of  our letter dated August 21, 2008 and
the revised disclosure on page 15.  Please revise where approp riate to summarize
the status of the remediation efforts described on pages 38 and 39 of your Form
10-KSB filed April 15, 2008.  For example, in your Form 10-KSB, you describe remediation efforts for different systems,  reviews, procedures, and other items
with anticipated completion dates ranging from the second quarter of 2008 to the fourth quarter of 2008.  Please revise your registration statement to briefly
describe the status of these efforts.
  Form 10-KSB/A for Fiscal Year Ended December 31, 2007

 Exhibits

  2. We note that you changed the term “inter nal control over fina ncial reporting” to
“internal controls” in the certification re quired by Exchange Act Rule 13a-14(a).
In future filings, the certification should  comply fully with Item 601(b)(31)(i) of
Regulation S-K.

* * * * *

As appropriate, please amend your filing 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 amendment and responses to our comments.

Christopher J. Reed
Reed’s, Inc. November 10, 2008 Page 3
Please contact Damon Colbert at (202 ) 551-3581 or James Lopez at (202) 551-
3536 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