SecProbe.io

November 4, 2016

Via E-mail

Ruba Qashu , Esq.
Libertas Law Group
225 Santa Monica Boulevard
11th Floor
Santa Monica, CA 90401

Re: Reed’s, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed October 2 7, 2016
  File No. 001-32501

Dear Ms . Qashu :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending you r filing s, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why i n your response.

After reviewing any amendment to your filing s and the information you provide in
response to these comments, we may have additional comments.

Preliminary Schedule 14A
1. Please revise the cover page and form of proxy to clearly identify each as being
preliminary.  See Rule 14a-6(e)(1) of Regulation 14A.
2. Please  consider includin g page numbers throughout your proxy statement .

Cover Letter
3. We note your disclosure that Mr. Cargile has been recognized as a financial expert by the
SEC. Please provide us support for the  disclosure. We are not aware that the Commission
recognizes ind ividuals as financial experts.

Ruba Qashu , Esq.
Libertas Law Group
November 4 , 2016
Page 2

 4. Please revise the fifth bullet point on page 8 to set out each sh areholder proposal
separately.
5. Your disclosure indicates that you recently added Target, CVS and Stater Bros .
Disclosure whether these additions resulted in your products being placed across the
entire chain of each company ’s stores  or on a portion of the chain.
6. We note you expect to “get back much of the remaining lost shelf space placements …”
Please  provi de support for your statement.
7. Please tell us the basis for your statement that you will have discretionary authority
relating to proposal 2  (page 9) . See Rule 14a -4(c).

Questions and Answers
8. We note that the third proposa l is set forth as “whether to approve , on an advisory basis ”
the executive compensation  (page 8) . We also note at the bottom of page 8 that there is
no required vote that would constitute approval of the proposal. Please recon cile your
disclosure here and, as necessary, t hroughout the p roxy statement.

Proposal 1
9. Please provide support , in the proxy statement or provided to the staff on a supplemental
basis , for your disclosure that Mr. Bello “has been credited for building NFL Properties
into a sports marketing leader and creating the model by which every major sports league
now operates.”
10. Please disclose the effects of the election of the insurgen ts’ slate of director nominees.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please direct any questions to me at (202) 551 -3619.

Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions