SecProbe.io

Mail Stop 3561
February 22, 2009
 Mr. Christopher Reed, Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, California 90061
 Re: Reed’s, Inc.
  Registration Statement on Form S-1
  File No. 333-156908   Filed January 23, 2009

Dear Mr. Reed:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document 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 filing.  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.
  General

 1. We note that your registration statement appears to be incomplete with many blank spaces and missing terms as to your stock rights offering.  Please revise to include the missing terms as they b ecome known.   We may have further
comment.
 2. Please clarify when the board will set th e subscription price and the duration of
the exercise period for the stock rights.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
February 22, 2009
Page 2

3. Please revise to indicate the maximum nu mber of rights that can be exercised
under this stock rights offering.  It ap pears that the maximum is 4,444,444 shares
of common stock, which is $10,000,000 di vided by the minimum allowable
exercise price of $2.25 per share.  If true , please revise your cover page and other
appropriate areas of your regi stration statement to include  this figure, along with
the number of shares outstanding that are eligible to receive stock rights to
purchase one share of common stock.
 4. Since there are approximately 9 million shares of common stock outstanding of
your stock, please clarify in the appropria te places in your registration statement
how the shares underlying the stock right s will be allocated if more than
4,444,444 shares are exercised in the basic subscription right prior to the over-
subscription pro rata scheme described on pa ge 87.  Similarly, please clarify how
Maxim’s warrant affects exercise of th e stock rights if either the basic
subscription or over-subscription rights are oversubscribed by shareholders of the
stock rights in this offering.
 5. We note your disclosure in a number of instances that “unless our board of
directors waives the maximum offeri ng amount, we will raise no more than
$10,000,000 in this offering.”  We note that  you have registered a maximum of
$10,000,000 of securities pursuant to this re gistration statement.  Supplementally
advise us how the company plans on raising more than $10,000,000 in the offering given the amount of securities re gistered on its Form S-1.  We may have
further comment.
 6. Please clarify whether the board of direct ors may extend the stock rights offering
beyond 30 days of the original expiration date and under what circumstances it
may do so.
 7. On page 86, you indicate that the subscrip tion rights will not be listed for trading
on any stock exchange or market.  We note, however, on the cover page, page 3,
and page 12 seem to indicate that the ri ghts are transferable and will be listed.
Please revise to clarify or remove this inconsistency.
 8. We note your statement that the stoc k rights will be listed on the NASDAQ
Capital Market, please advise us whethe r they have been approved for listing by
Nasdaq and/or whether you plan on filing a Form 8-A.
 9. We note that as of today your common stock price is $1.13 per share, substantially below the minimum exercise price of $2.25 per share.  We also note
your disclosure that the price per share will not be less than $2.25 unless waived
by our board of directors.  Please advise us how this will impact your offering or
the timing of your offering.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
February 22, 2009
Page 3

Cover Page

10. Please clarify here and other appropriate places in the registration statement that in order to receive any over-subscription ri ghts, the shareholder must: 1) exercise
their entire allotment of basic subscription rights; 2) that the exercise price for both the basic and over-subs cription rights is the same  amount; and 3) that the
over-subscription rights must be exercise d at the same time as the basic
subscription rights.

Reed’s, Inc. Condensed Balance Sheets, F-1

11. Please revise to include an  audited balance sheet for the fiscal year ended
December 31, 2006 in accordance with Rule 8-02 of Regulation S-X.
 Exhibits, page II-4

 12. We note the Form of Dealer-Manager Agreement by and between Reed’s, Inc.
and Maxim Group LLC and other exhibits ha ve yet to be filed.  We require
sufficient time to review these documents prior to your request for acceleration and may have further comment.  Please file  all missing exhibits with your next
amendment.
 Closing Comments

 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 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:

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
February 22, 2009
Page 4

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, 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 a nd the declaration of effectiveness as a
defense in any proceeding 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 Edwin Kim at (202) 5 51-3297 or me at (202) 551-3790 with any
questions.

     S i n c e r e l y ,
John Reynolds    Assistant Director

cc: Peter Hogan, Esq.
Ruba Qashu, Esq.
Richardson & Patel, LLP
       FAX: (310) 208-1154