SecProbe.io

Mail Stop 3561
June 5, 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
  File No. 333-159298   Filed May 15, 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. Please revise to provide the missing inform ation to comply with Instruction 7 of
Form S-3 regarding I.B.6.
 Exhibits, page 39

 2. Please file the trust indenture agreement for your debt securities as an exhibit with
your next amendment.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
June 5, 2009
Page 2

Form 10-K for the fiscal year ende d December 31, 2008Filed on March 27, 2009
Item 9A.  Controls a nd Procedures, page 27
3. We note that you have a pending Form S-3 (File no. 333-156908) filed on May 4, 2009, originally filed as an S-1 on January  23, 2009.  We issued a comment letter
on the Form S-3/A (File no. 333-156908) on May 28, 2009 to address your Controls and Procedures disclosure in your Form 10-K filed on March 27, 2009.  We issued the following comments on that filing:

A. We note that your Management ’s Annual Report on Internal
Control over Financial Reporting co ncludes that your system of
internal 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 relate d to your “internal control
procedures” or your “system of inte rnal controls.”  Please clarify
what you are referring to when you reference these terms.
 B. Please provide a more detailed de scription of your remediation
efforts to address your material weaknesses related to your internal controls over financial reporting.  Your revised disclosure should
also include clear disclo sure of the current stat us of these efforts.
We note that your current disclo sure appears to indicate that
certain steps have already been completed and others are prospective in nature.
 C. Please advise us why you believe your disclosure controls and
procedures are effective given th at your internal control over
financial reporting is ineffective.
 4. We note that you filed a response letter  on June 2, 2009 for your File no. 333-
156908 Form S-3/A to address the Contro ls and Procedures listed above in
Comment three.  We specifically note your response to comment 3A (comment 7 in our May 28, 2009 letter).  We do not  understand your response given the
disclosure in your Form 10-K.  We reissue our prior comment.
 5. We note your response to comment 3B (comment 8 in our May 28, 2009 letter).  Please incorporate your response to comment  3B in an amendment to the Form
10-K or tell us why you believe an amendment is not necessary.
   6. We note your response to comment 3C (comment 9 in our May 28, 2009), please provide us in greater detail the basis for your belief that  your disclosure controls
and procedures are effective in light of your  conclusion that your internal controls
over financial reporting are not effectiv e.  Please clearly indicate why your

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
June 5, 2009
Page 3

material weaknesses related to your in ternal control over financial reporting
would not materially affect your disclosu re controls and procedures.  We may
have further comment.

Form S-3/A (File no. 333-156908) Filed on May 4, 200
 7. Please resolve the staff’s outstanding comments for your Form S-3/A (File no. 333-156908) prior to requesting accelerati on for the Form S-3 filed on May 15,
2009 (File no. 333-159298).
  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:   ‚ 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

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
June 5, 2009
Page 4

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 David Link at (202) 551-3356
with any questions.

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

cc: Marcelle S. Balcombe, Esq.
Fax:  (212) 930-9725