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      [BAKER
        & HOSTETLER LLP LETTERHEAD]

        September
          19, 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

        Dear
          Mr.
          Moran:

        On
          behalf
          of Reed’s, Inc. (the “Company”), we are writing to respond to the comments set
          forth in the comment letter of the staff of the Securities and Exchange
          Commission, dated August 28, 2007 (the “comment letter”) relating to the
          above-referenced Form 10-KSB which was filed on April 16, 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
          the
          Company’s response below the relevant comment:

        Form
          10-KSB December 31, 2006

        Item
          7
          - Financial Statements

        Balance
          Sheet, page F-2

                  1.

                  We
                    note your response to prior comment 3 of our letter dated June
                    29, 2007.
                    As indicated in your disclosure on page 21 “federal securities laws do not
                    provide that a rescission offer will terminate a purchaser’s right to
                    rescind a sale of stock that was not registered as required or
                    was not
                    otherwise exempt from such registration requirements. Accordingly,
                    although the rescission offer may have been accepted or rejected
                    by some
                    of the offerees, we may continue to be liable under federal and
                    state
                    securities laws for up to an amount equal to the value of all
                    shares of
                    common stock issued in connection with the initial public offering,
                    plus
                    any statutory interest we may be required to pay.” Specifically EITF D-98
                    paragraph 4 states “rule 5-02.28 of Regulation S-X requires securities
                    with redemption features that are not solely within the control
                    of the
                    issuer to be classified outside of permanent equity. Events that
                    could
                    trigger redemption should be evaluated separately and the possibility
                    that
                    any triggering event that is not solely within the control of
                    the issuer
                    could occur - without regard to probability - would require the
                    security
                    to be classified outside of permanent equity.” If you continue to believe
                    the shares are properly classified as permanent equity please
                    explain
                    using current Federal Securities Laws how you, as the offeror,
                    are solely
                    in control when the offerees have rights that cannot be terminated.
                    Further, demonstrate for us how you believe the defenses available
                    to you
                    would allow you to prevail against a shareholder’s claim for
                    damages.

        Pursuant
          to our conversation of September 12, 2007, you agreed that this comment
          was not
          applicable and has been withdrawn.

          United
            States Securities and Exchange Commission

          Michael
            Moran, Accounting Branch Chief

          September
            19, 2007

          Page
            2

        Statement
          of Cash Flows, page F-5

                  2.

                  We
                    note your response to prior comment 4 of our letter dated June
                    29, 2007.
                    We do not believe combining gross borrowings and gross payments
                    accurately
                    portrays gross reporting. Further, please explain your repayment
                    terms and
                    explain how they qualify as having a maturity of three months
                    or less. See
                    SFAS 95 paragraph 13.

        The
          Company believes that its presentation of its statement of cash flows of
          net
          reporting of borrowings on the Company’s line of credit during the periods
          covered by the Form 10-KSB is consistent with SFAS 95. Appendix C (paragraph
          130) of SFAS 95 sets forth certain “illustrative examples” of the preparation of
          statements of cash flows (see paragraphs 131 and 132 for an illustration
          of a
          statement of cash flows for a domestic manufacturing company). In each
          of these
          examples, in the first line item in “Cash Flows from Financing Activities,” the
          conventional presentation uses “net borrowings under line-of-credit agreement”.
          The Company’s presentation of its statement of cash flows with respect to its
          line of credit is consistent with this method, and therefore, the Company
          believes that its presentation is appropriate under SFAS 95.

        During
          the relevant periods covered by the Form 10-KSB, the Company used its primary
          line of credit on a frequent basis. As an example, the Company often “drew down”
on the available line of credit two or three times a week. In addition,
          the
          Company also often “paid down” the line of credit two or three times a week
          based on the collection of receivables. Each “draw down” may be deemed to be
          large under SFAS 95 because the amount of its “draw down” provided the Company
          with the ability to pay its operating expenses. Likewise, its “pay down” may be
          deemed to be large under SFAS 95 because the “pay down” represented virtually
          all payments which the Company received from its customers. The Company’s
          arrangements with its primary lender and the Company’s frequent and large “draw
          downs” required the Company to apply a large portion, if not the entire portion,
          of receivable collections to “pay down” its outstanding line of credit balance.
          Based on this frequent activity, the Company believes that its utilization
          of
          its primary line of credit may appropriately be presented on a net basis,
          consistent with the guidance of paragraphs 11, 12 and 13 (and Appendix
          C) of
          SFAS 95.

          United
            States Securities and Exchange Commission

          Michael
            Moran, Accounting Branch Chief

          September
            19, 2007

          Page
            3

        Note
          1
          - Operations and Summary of Significant Accounting Policies

        R
          -Recent Accounting Pronouncements, page F-11

                  3.

                  We
                    note your response to prior comment 5 of our letter dated June
                    29, 2007.
                    Please clarify how SFAS 158 would be effective as of the Company’s year
                    ending August
                    31, 2007
                    or revise your disclosure in future filings to indicate the fiscal
                    year
                    December 31, 2006. SFAS 158 is effective for Company’s with publicly
                    traded securities as of the fiscal year ending after December
                    15,
                    2006.

        The
          Company will undertake to revise its disclosure in future filings to indicate
          the effectiveness of SFAS 158 as of the Company’s fiscal year ended December 31,
          2006 to the extent that SFAS 158 applies to the Company.

        Finally,
          as a point of clarification to the addressee of your letter, the Company’s Chief
          Executive Officer and Chief Financial Officer is Christopher J.
          Reed.

        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.

                  Very
                    truly yours,

                    /s/
                      Jeffrey P. Berg

                  Jeffrey
                    P. Berg

                  of
                    BAKER & HOSTETLER LLP