SecProbe.io

Mail Stop 3561
May 28, 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-3/A
  File No. 333-156908   Filed May 4, 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 reissue comment one of our letter dated February 22, 2009, as it appears your registration statement remains incomple te with many blank spaces and missing
terms as to your subscription rights offering.  Please revise to  include the missing
terms as they become known.   Please be advised that we may have additional comments given the amount of missing information.
 2. Please revise to provide the missing inform ation to comply with Instruction 7 of
Form S-3 regarding I.B.6.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
May 26, 2009
Page 2

3. Please revise your registration statement in the appropriate places to clearly
disclose whether the shares of co mmon stock underlying your Series B
Convertible Preferred Stock are unregistered securities  and the consequences of
their lack of registration.  Also, please revise to include  an appropriate discussion
of the dilutive effects caused upon conve rsion of the Series B Convertible
Preferred Stock.  We may have further comment.
 4. Please advise us of the basis for your belie f that this offering is eligible to be
registered on Form S-3.  We  may have further comment.

Capitalization, page 33

5. Your presentation of the “pro forma as adjusted” column is inappropriate.  See
Rule 170 of the Securities Act of 1933.
 Exhibits, page II-4

 6. Please file all missing exhibits with your next amendment.
  Form 10-K for the fiscal year ended December 31, 2008

Form 10-K, Filed on March 27, 2009
Item 9A.  Controls a nd Procedures, page 27

7. We note that your Management’s An nual Report on Internal Control over
Financial Reporting concludes th at your system of intern al control over financial
reporting was ineffective as of December 31, 2008.  Throughout both your
Management’s Annual Report on Internal Control over Financial Reporting and
Management’s Evaluation of Disclosure Controls and Procedures, you refer to deficiencies related to yo ur “internal control proce dures” or your “system of
internal controls.”  Please clarify wh at you are referring to when you reference
these terms.
 8. Please provide a more detailed description of your remediation efforts to address your material weaknesses related to your  internal controls over financial
reporting.  Your revised disc losure should also include clear disclosure of the
current status of these efforts.  We note  that your current disclosure appears to
indicate that certain steps have already been completed and others are prospective
in nature.
 9. Please advise us why you believe your disclosure controls and procedures are

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
May 26, 2009
Page 3

effective given that your internal contro l over financial reporting is ineffective.

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.
Please contact Edwin Kim at (202) 5 51-3297 or David Link at (202) 551-3356
with any questions.

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

cc: Ruba Qashu, Esq.
       Fax: (949) 759-7533