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    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel:
      (310) 217-9400

    Fax:
      (310) 217-9411

    August
      10, 2007

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      DC 20549-0404

    Attn:
      Michael Moran, Accounting Branch Chief

    Mail
      Stop
      3561

            Re:

              Reeds,
                Inc. (File No. 001-32501)

                Form
                  10-KSB for the year ended December 31, 2006

                Form
                  10-QSB for the quarter ended March 31,
                  2007

    Dear
      Mr.
      Moran:

    This
      letter is in response to your letter dated June 29, 2007. The following
      responses correspond to the numbered paragraphs in your comment letter. For
      your
      convenience, we have set forth each comment in bold typeface and included each
      response below the relevant comment:

    Form
      10-KSB December 31, 2006

    Item
      6
      - Management’s Discussion and Analysis

    Net
      Sales, page 28

              1.

              We
                note the west coast Brewery is only running at 40% capacity, negatively
                impacting gross margins. Please explain why the Brewery is operating
                at
                40% capacity. Please clarify for us if your disclosure in the section
                titled Liquidity and Capital Resources, page 34, that there are no
                material commitments for capital expenditures implies that currently
                management has no plans to fix and or increase capacity at the Brewery.
                If
                this is not accurate please include management’s course of action or
                proposal to remedy the deficiency. Further, we would expect events
                that
                materially affect operations to also be included in MD&A for the
                interim period ended March 31, 2006. Please explain why you have
                chosen
                not to discuss the status of the Brewery in your interim 10QSB for
                the
                period ended March 31,
                2007.

      United
        States Securities and Exchange Commission

      Michael
        Moran, Accounting Branch Chief

      August
        10, 2007

      Page
        2

    The
      chief
      reason the West Coast Brewery is running at 40% of capacity is that the Company
      is not able to produce Ginger Brew to the quality standards achieved at the
      Company’s East Coast co-packing facility.

    As
      disclosed in the Overview section of the management’s Discussion in the
      Company’s Form 10-KSB for the year ended December 31, 2006, we have had
      difficulties with the flavor of our Ginger Brew products produced at the
      Brewery. As a result, “we continue to supply our Ginger Brew products at the
      Brewery from our east coast co-packing facility, thereby causing us to incur
      increased freight and warehousing expenses on our products. Management is
      committed to selling a high quality, great tasting product and has elected
      to
      continue to sell certain of our Ginger Brew products produced from our east
      coast facility on the west coast, even though it negatively impacts our gross
      margins. As we are able to make the Brewery become more fully utilized, we
      believe that we will experience improvements in gross margins due to freight
      and
      production savings.” Management’s plan in regard to increasing the utilization
      of the West Coast Brewery is to seek to improve the quality of Ginger Brew
      produced and to produce products, other than Ginger Brew, which have not had
      production quality issues. This plan, at this time, does not include material
      commitments for capital expenditures. The Company expended approximately
      $100,000 for new equipment in the second quarter of 2007 for a conveyor system
      to improve its packaging line, but does not consider this improvement to have
      been a material capital expenditure for the purpose of improving plant capacity.
      The Company believes that the increased production of its Virgil’s product line
      (non-Ginger Brew) has increased utilization of plant operating capacity that
      will be reflected in the Company’s Quarterly Report on Form 10-QSB for the
      quarter ended June 30, 2007.

    The
      Company did not include the above disclosure regarding the 40% in the March
      31,
      2007 Form 10-QSB because there were no material changes from the disclosure
      contained in the Company’s Form 10-KSB for the year ended December 31,
      2006.

    Results
      of Operations, page 22

              2.

              We
                note your disclosure that recycling fees increased 11.3% in 2006.
                To help
                us further understand the cost of recycling please explain to us
                how the
                program works and whether your cost is the difference between what
                the
                Company pays into a state fund versus how many bottles are
                redeemed/recycled by consumers. In California for instance we were
                under
                the impression manufacturers and distributors paid into a Department
                of
                Conservation fund and were then reimbursed through the fund based
                on the
                number of bottles that were
                returned/redeemed.

        United
          States Securities and Exchange Commission

        Michael
          Moran, Accounting Branch Chief

        August
          10, 2007

        Page
          3

    The
      reason for the increase in recycling fees in 2006 was due to increased sales
      of
      the Company’s products in states with higher recycling fees than in California.
      In addition, the Company incurs higher recycling fees in circumstances where
      the
      Company acts as a direct distributor to retailers, rather than selling to
      distributors (and indirectly to retailers). In 2006, the Company increased
      its
      sales under circumstances where the Company is a direct distributor to
      retailers, and, as a result, caused an increase in recycling fees from the
      prior
      year.

    Item
      7
      - Financial Statements

    Balance
      Sheet, page F-2

              3.

              We
                note 333,156 shares, less the 32 holders of 28,420 shares who accepted
                the
                rescission rights, of your common stock issued in connection with
                the
                initial public offering may have been issued in violation of state
                and
                federal securities laws. Until the Company no longer has an obligation
                to
                the holders of these shares we believe the shares should be reclassified
                as temporary equity. Please refer to EITF D-98, Regulation S-X 5-02(28)
                and SAB 107(E).

    We
      have reviewed your comment and we believe that EITF D-98 and the other cited
      references have no application to the Company’s situation. The
      Company has completed its rescission offer, and believes that it has taken
      the
      appropriate steps to remedy claims available under the applicable securities
      laws of the jurisdictions in which the rescission offer was conducted, and
      had
      foreclosed available claims under such laws with respect to the rights of the
      relevant stockholders to obtain a remedy for damages based on the failure to
      register the shares that were sold in connection with the initial public
      offering. As such, although the stockholders may attempt to assert possible
      claims, any such claims would be a claim for damages. To date, no such claims
      have been asserted. The Company is not aware of any claims that might result
      in
      further liability and would defend any claims, if ever asserted. Further, in
      connection with the process of conducting the rescission offer, the Company
      believes that it has good defenses to any potentially asserted claims. In
      addition, potential rescission is not a contractual obligation to redeem, but
      rather a process for asserting a legal claim and seeking damages. Thus, it
      does
      not appear that the elements required to treat the contingent claims (that
      have
      not been asserted) as temporary equity are appropriate at this
      time.

        United
          States Securities and Exchange Commission

        Michael
          Moran, Accounting Branch Chief

        August
          10, 2007

        Page
          4

    Statement
      of Cash Flows, page F-5

              4.

              Please
                note that borrowings and repayments of debt should be presented on
                a gross
                basis pursuant to SFAS 95.

    The
      Company believes that it has complied with the disclosure requirement of FASB
      95
      in that activity in long term debt is presented based on gross borrowings and
      gross repayments. The Company has also disclosed the gross payoff amount of
      our
      line of credit. The Company believes that the presentation of net borrowings
      on
      line of credit facilities is consistent with the provisions of FASB 95,
      paragraph 12, because the turnover is quick, the amounts are large, and the
      maturities are short.

    Note
      1
      - Operations and Summary of Significant Accounting Policies

    R
      -Recent Accounting Pronouncements, page F-11

              5.

              Please
                clarify for us how SFAS 158 will be effective for the Company as
                of your
                year ending August 31, 2007. Please refer to SFAS 158 paragraphs
                11-14.

    SFAS
      158
      deals with the accounting for defined
      benefit pension and other postretirement plans. The Company does not have a
      defined benefit pension plan or other postretirement plans. Therefore, SFAS
      158
      does not apply to the Company, and will not have a material effect on the
      Company’s results
      of operations, financial position or cash flow.
      This
      was disclosed in our 10-KSB for the year ended December 31, 2006.

    Form
      10-QSB March 31, 2007

    Condensed
      Balance Sheets, page 2

              6.

              Please
                explain to us what is included in deferred assets and support your
                conclusion for deferral.

    The
      deferred costs of $82,585, as of March 31, 2007, consisted of expenses incurred
      for a planned private placement of our common stock and warrants to accredited
      investors. Since these costs were directly associated with the sale of common
      stock and warrants, this treatment is consistent with our accounting policy
      of
      deferred offering costs. Subsequent to March 31, 2007, the private placement
      was
      completed. As such, and the deferred costs will be charged to APIC in the
      Company’s Quarterly Report for the quarter ended June 30, 2007.

        United
          States Securities and Exchange Commission

        Michael
          Moran, Accounting Branch Chief

        August
          10, 2007

        Page
          5

    Finally,
      as a point of clarification to the addressee of your letter, I am the Company’s
      Chief Executive Officer and Chief Financial Officer.

    In
      connection with the Company’s response to your comment letter, the Company
      acknowledges that:

    1.    The
      Company is responsible for the adequacy and accuracy of the disclosure in the
      filing of the relevant Reports on Form 10-KSB and 10-QSB;

    2.    The
      staff’s comments or changes to disclosure in response to staff comments, do not
      foreclose the Commission from taking any action with respect to the filings;
      and

    3.    The
      Company may
      not
      assert the staff’s comments as a defense in any proceeding initiated by the
      Commission or any person under the federal securities laws of the United
      States.

    We
      hope
      that our responses fully address your inquiries. Please
      contact us if you have any further questions at the address and phone number
      in
      our letterhead.

              Sincerely
                yours,

              REED’S,
                INC.

              /s/
                Christopher J.
                Reed

              Christopher
                J. Reed

              Chief
                Executive Officer