SecProbe.io

CORRESP
 1
 filename1.htm

 September
25, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Reed's,
 Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-290411

 Acceleration
 Request

 Requested
 Date:
 September
 29, 2025

 Requested
 Time:
 4:30
 p.m. , Eastern Time

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Reed's, Inc. (the "Company") hereby requests that the above-referenced
Registration Statement (the "Registration Statement") be declared effective by the Securities and Exchange Commission (the
"Commission") at the "Requested Date" and "Requested Time" set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with
any questions.

 Sincerely,

 REED'S,
 INC.

 By:
 /s/
 Cyril A. Wallace, Jr.

 Name:
 Cyril
 A. Wallace, Jr.

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

Cyril Wallace, Jr.
Chief Executive Officer
REED'S, INC.
501 Merritt 7 Corporate Park
Norwalk, Connecticut 06851

 Re: REED'S, INC.
 Registration Statement on Form S-1
 Filed September 19, 2025
 File No. 333-290411
Dear Cyril Wallace, Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September
2, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Reed's,
 Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-289889

 Acceleration
 Request

 Requested
 Date:
 September
 4, 2025

 Requested
 Time:
 4:30
 p.m. , Eastern Time

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Reed's, Inc. (the "Company") hereby requests that the above-referenced
Registration Statement (the "Registration Statement") be declared effective by the Securities and Exchange Commission (the
"Commission") at the "Requested Date" and "Requested Time" set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with
any questions.

 Sincerely,

 REED'S,
 INC.

 By:
 /s/
 Cyril A. Wallace, Jr.

 Name:
 Cyril
 A. Wallace, Jr.

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 2, 2025

Cyril A. Wallace, Jr.
Chief Executive Officer
REED'S, INC.
501 Merritt 7 Corporate Park
Norwalk, CT 06851

 Re: REED'S, INC.
 Registration Statement on Form S-1
 Filed on August 27, 2025
 File No. 333-289889
Dear Cyril A. Wallace, Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Steven Skolnick
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 501
Merritt 7 Corporate Park
Norwalk, Connecticut 06851

 April
17, 2025

 VIA
EDGAR CORRESPONDENCE

 Bradley
Ecker

 Division
of Corporate Finance

 Office
of Manufacturing

 United
States Securities Exchange Commission

 Washington
D.C. 20549

 Re:
 Reed's,
 Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-286492

 Filed
 on April 11, 2025 and amended April 17, 2025

 Dear
Mr. Ecker:

 Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed's, Inc., a Delaware corporation (the "Company"),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 10:00 a.m., Eastern time, on Monday, April 21, 2025, or as soon thereafter as practicable.

 The
Company acknowledges that:

 ●
 should
 the Securities and Exchange Commission ("Commission") or the staff, acting pursuant to delegated authority, declare the
 filing effective, it does not foreclose the 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 and its management from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the
 Company may not assert staff comments and 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.

 Very
truly yours,

 REED'S,
INC.,

 a
Delaware corporation

 /s/ Cyril Wallace

 By:

 Cyril Wallace

 Its:

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 15, 2025

Norman Snyder
Chief Executive Officer
REED'S, INC.
501 Merritt 7 Corporate Park
Norwalk, Connecticut 06851

 Re: REED'S, INC.
 Registration Statement on Form S-1
 Filed on April 11, 2025
 File No. 333-286492
Dear Norman Snyder:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

201
Merritt 7 Corporate Park

Norwalk,
Connecticut 06851

August
23, 2023

VIA
EDGAR CORRESPONDENCE

Alex
King

Division
of Corporate Finance

Office
of Manufacturing

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-1, filed August 16, 2023, as amended on August 23, File No. 333-274035 (the “Registration Statement”)

Dear
Mr. King:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, August 25, 2023, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the
    filing effective, it does not foreclose the 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 and its management from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and 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.

    Very
    truly yours,

    REED’S,
    INC.,

    a
    Delaware corporation

    /s/
    Norman E. Snyder, Jr.

    By:

    Norman
    E. Snyder, Jr.

    Its:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

201
Merritt 7 Corporate Park

Norwalk,
Connecticut 06851

August
23, 2023

VIA
EDGAR CORRESPONDENCE

Alex
King

Division
of Corporate Finance

Office
of Manufacturing

United
States Securities Exchange Commission

Washington
D.C. 20549

Re:
 Reed’s, Inc.

        Registration Statement on Form S-1, filed August 16, 2023, as amended on August 23, 2023,

File No. 333-274034 (the “Registration Statement”)

Dear
Mr. King:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, August 25, 2023, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the
    filing effective, it does not foreclose the 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 and its management from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and 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.

    Very
    truly yours,

    REED’S,
    INC.,

    a
    Delaware corporation

    /s/
    Norman E. Snyder, Jr.

    By:
    Norman E. Snyder, Jr.

    Its:
    Chief Executive Officer

United States securities and exchange commission logo
August 18, 2023
Norman Snyder, Jr.
Chief Executive Officer
Reed's, Inc.
201 Merritt 7 Corporate Park
Norwalk, CT 06851
Re:Reed's, Inc.
Registration Statement on Form S-1
Filed August 16, 2023
File No. 333-274035
Dear Norman Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ruba Qashu

CORRESP
1
filename1.htm

July
6, 2022

VIA
EDGAR CORRESPONDENCE

Gregory
Herbers

Division
of Corporation Finance, Office of Manufacturing

United
States Securities Exchange Commission

Washington
D.C. 20549

Re:
Reed’s, Inc.

Registration
Statement on Form S-3 Filed June 24, 2022

File
No. 333-265810

Dear
Mr. Herbers:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, July 8, 2022, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the
    filing effective, it does not foreclose the 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 and 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.

Please
contact our counsel, Ruba Qashu, Raines Feldman LLP at 949-355-5405, with any questions or comments.

Very
truly yours,

REED’S,
INC.,

a
Delaware corporation

  /s/
  Thomas J. Spisak

  By: Thomas J. Spisak

  Its: Chief Financial Officer

United States securities and exchange commission logo
July 1, 2022
Norman Snyder, Jr.
Chief Executive Officer
Reed's, Inc.
201 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
Re:Reed's, Inc.
Registration Statement on Form S-3
Filed June 24, 2022
File No. 333-265810
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ruba QaShu, Esq.

CORRESP
1
filename1.htm

May
5, 2022

VIA
EDGAR CORRESPONDENCE

Gregory
Herbers

Division
of Corporation Finance, Office of Manufacturing

United
States Securities Exchange Commission

Washington
D.C. 20549

Re:
Reed’s, Inc.

Registration
Statement on Form S-3 Filed April 22, 2022

File
No. 333-264458

Dear
Mr. Herbers:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 5:00 p.m., Eastern time, on Monday, May 9, 2022, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the
    filing effective, it does not foreclose the 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 and 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.

Please
contact our counsel, Ruba Qashu, Raines Feldman LLP at 949-355-5405, with any questions or comments.

Very
truly yours,

    REED’S,
    INC.,

    a
    Delaware corporation

    /s/ Norman E. Snyder, Jr.

    By:

    Norman
    E. Snyder, Jr.

    Its:

    Chief
    Executive Officer

United States securities and exchange commission logo
May 2, 2022
Norman Snyder, Jr.
Chief Executive Officer
Reed's, Inc.
201 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
Re:Reed's, Inc.
Registration Statement on Form S-3
Filed April 22, 2022
File No. 333-264458
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ruba QaShu, Esq.

United States securities and exchange commission logo
June 17, 2021
Norman E. Snyder
Chief Executive Officer
Reed's, Inc.
201 Merritt 7
Norwalk, CT 06851
Re:Reed's, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed March 30, 2021
File No. 001-32501
Dear Mr. Snyder:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

June
14, 2021

SUBMITTED
VIA EDGAR CORRESPONDENCE

Attention:
Effie Simpson and Jean Yu

Division
of Corporation Finance, Office of Manufacturing

Securities
and Exchange Commission

Re:
Reed’s, Inc.

Form
10-K for the Year Ended December 31, 2020

Filed
March 30, 2021

File
No. 001-32501

Ladies
and Gentlemen:

This
letter sets forth the response of Reed’s, Inc. (the “Company” or “Reed’s”) to the comment contained
in your letter, dated May 28, 2021, relating to the above-referenced Form 10-K. The comment of the staff of the U.S. Securities and Exchange
Commission (the “Staff”) is set forth in bold text below, and the response of the Company is set forth in plain text immediately
following such comment.

Form
10-K for the fiscal year ended December 31, 2020

Management’s
Discussion and Analysis

Results
of Operations - Year Ended December 31, 2020, page 34

    1.
    We
    note from your response to comment 1 that you consider gross sales to be a non- GAAP measure. You indicate gross sales is calculated
    by add backing promotional expense to net sales in the period the related revenue is recorded to arrive at the non- GAAP measure.
    Please be advised the presentation of a non-GAAP measure that substitutes individually tailored revenue recognition and measurement
    methods for those of GAAP is not appropriate and should not be presented. In this regard, please revise to remove your presentation
    of the non-GAAP measure, gross sales, from the filing. Refer to Question 100.04 of the SEC’s Division of Corporation Finance
    C&DIs on the use of non-GAAP measures.

 Response:

We
hereby revise our initial response set forth in our letter to the Staff dated May 20, 2021 to clarify that, after a detailed review of
the definition of non-GAAP financial measure and related guidance from the Staff, we concluded that “gross sales” as used
in the Form 10-K is a key performance indicator and metric and does not represent a non-GAAP financial measure as defined
in Item 10(e) of Regulation S-K.

We
respectfully note that the Company materially complied with disclosure requirements prescribed by SEC Release No. 33-10751 for disclosure
of financial metrics that do not fall within the definition of non-GAAP financial measure in the MD&A of each of the 10-K and its
subsequent 10-Q filing.

Moving
forward, in the Management’s Discussion and Analysis item (“MD&A”) of future periodic filings with the SEC,
Reed’s proposes to replace the term “gross sales” with “gross billing” to comply with the metrics guidance
detailed in SEC Release No. 33-10751 and remove all statements that indicate the metric is a non-GAAP financial measure. Further, Reed’s
will continue to include required disclosure describing use of the metric, substantially as follows:

The
following discussion includes the use of gross billing, a key performance indicator and metric. Gross billing represents invoiced amounts
to distributors and retailers, excluding sales adjustments. Gross billing may include deductions from MSRP or “list price”,
where applicable, and excludes promotional costs of generating such sales. Management utilizes gross billing to monitor operating performance
of products and salespersons, which performance can be masked by the effect of promotional or other allowances. Management believes that
the presentation of gross billing provides a useful measure of Reed’s operating performance.

We
hope our response resolves the Staff’s comment. If you have any further questions or comments, please do not hesitate to contact
the undersigned at 203-890-0557. We appreciate the Staff’s guidance and assistance in this matter.

    Sincerely,

    Reed’s,
    Inc.

    /s/
    Thomas J. Spisak

    By:
    Thomas
    J Spisak

    Its:
    Chief
    Financial Officer

United States securities and exchange commission logo
May 28, 2021
Norman E. Snyder
Chief Executive Officer
Reed's, Inc.
201 Merritt 7
Norwalk, CT 06851
Re:Reed's, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed March 30, 2021
File No. 001-32501
Dear Mr. Snyder:
            We have reviewed your May 20, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 11, 2021 letter.
Form 10-K for the fiscal year ended December 31, 2020
Management's Discussion and Analysis
Results of Operations - Year Ended December 31, 2020, page 34
1.We note from your response to comment 1 that you consider gross sales to be a non-
GAAP measure. You indicate gross sales is calculated by add backing promotional
expense to net sales in the period the related revenue is recorded to arrive at the non-
GAAP measure. Please be advised the presentation of a non-GAAP measure that
substitutes individually tailored revenue recognition and measurement methods for those
of GAAP is not appropriate and should not be presented. In this regard, please revise
to remove your presentation of the non-GAAP measure, gross sales, from the filing. Refer
to Question 100.04 of the SEC's Division of Corporation Finance C&DIs on the use of
non-GAAP measures.

 FirstName LastNameNorman E. Snyder
 Comapany NameReed's, Inc.
 May 28, 2021 Page 2
 FirstName LastName
Norman E. Snyder
Reed's, Inc.
May 28, 2021
Page 2
            You may contact Effie Simpson at (202) 551-3346 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters or with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

May
20, 2021

SUBMITTED
VIA EDGAR CORRESPONDENCE

Attention:
Effie Simpson and Jean Yu

Division
of Corporation Finance, Office of Manufacturing

Securities
and Exchange Commission

    Re:
    Reed’s Inc

    Form
    10-K for the fiscal year ended December 31, 2020, filed March 30, 2021 (“Form 10-K”)

    File
    No. 001-32501

Ladies
and Gentlemen:

This
letter sets forth the responses of Reed’s, Inc. (the “Company”) to the comment contained in your letter, dated May
11, 2021, relating to the above-referenced Form 10-K. The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”)
are set forth in bold text below, and the responses of the Company are set forth in plain text immediately following each comment.

Form
10-K for the fiscal year ended December 31, 2020

Management’s
Discussion and Analysis

Results
of Operations - Year Ended December 31, 2020, page 34

1.
We note your presentation of gross sales less promotional and other allowances to arrive at net sales in your table of key statistics.
Footnote (A) on page 35 indicates the company’s use of gross sales allows for the evaluation of sales performance before the effect
of any promotional items and that the amount is not determined in accordance with GAAP. In this regard, please clarify for us if you
consider gross sales to be a metric, or non-GAAP measures as defined in Item 10(e) of Regulation S-K and the basis for your conclusion.

Response

Regulation
S-K, Item 10(e), defines a non-GAAP financial measure as “a numerical measure of a registrant’s historical or future financial
performance, financial position or cash flows that:

(i)
Excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of comprehensive income, balance sheet or statement of cash
flows (or equivalent statements) of the issuer; or

(ii)
Includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented” (emphasis added).”

The
Company considers Gross Sales to be a key performance indicator in our Management’s Discussion and Analysis (MD&A). Gross Sales
is a non-GAAP measure. Gross Sales is calculated from the commonly understood GAAP amount, Net Sales, and adjusted to remove the reduction
(i.e. adds back) promotional expense in the period the related revenue is recorded, with the resulting performance amount labeled Gross
Sales.

201
Merritt 7, Norwalk CT 06851

We
define Gross Sales as the total sales for the Company unadjusted for costs related to generating those sales. Management utilizes gross
sales as an indicator of and to monitor operating performance of products and salespersons before the effect of any promotional or other
allowances, which are determined in accordance with GAAP, and can mask certain performance issues. We
believe that this non-GAAP measure provides useful supplemental information for our investors as it is an important indicator of the
Company’s performance. A reconciliation of the non-GAAP measure, Gross Sales, to the GAAP measure, Net Sales, is presented
in Management’s Discussion and Analysis. We have added the following disclosure to our discussion of Gross Sales under the heading
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on
Form 10-Q for the period ended March 31, 2021, as filed on May 17, 2021. We will continue to add this disclosure, going forward, to our
annual and quarterly reports:

(A)
The Company considers Gross Sales to be a key performance indicator in our Management’s Discussion and Analysis (MD&A). Gross
Sales is a non-GAAP measure. We define Gross Sales as the total sales for the Company unadjusted for costs related to generating those
sales. Gross Sales is calculated from the commonly understood GAAP amount, Net Sales, and adjusted to remove the reduction (i.e. adds
back) promotional expense in the period the related revenue is recorded, with the resulting performance amount labeled Gross Sales. Management
utilizes gross sales as an indicator of and to monitor operating performance of products and salespersons before the effect of any promotional
or other allowances, which are determined in accordance with GAAP, and can mask certain performance issues. We believe that the presentation
of gross sales provides a useful measure of our operating performance. Additionally, gross sales may not be comparable to similarly titled
measures used by other companies, as gross sales have been defined by our internal reporting practices.

We
hope our response resolves the Staff’s comment. If you have any further questions or comments, please do not hesitate to contact
the undersigned at 203 890 0557. We appreciate the Staff’s guidance and assistance in this matter.

    Sincerely,

    Reed’s, Inc.

    /s/ Thomas J. Spisak

    By:
    Thomas
    J Spisak

    Its:
    Chief
    Financial Officer

United States securities and exchange commission logo
May 11, 2021
Norman E. Snyder
Chief Executive Officer
Reed's, Inc.
201 Merritt 7
Norwalk, CT 06851
Re:Reed's, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed March 30, 2021
File No. 001-32501
Dear Mr. Snyder:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2020
Management's Discussion and Analysis
Results of Operations - Year Ended December 31, 2020, page 34
1.We note your presentation of gross sales less promotional and other allowances to arrive
at net sales in your table of key statistics. Footnote (A) on page 35 indicates the company's
use of gross sales allows for the evaluation of sales performance before the effect of any
promotional items and that the amount is not determined in accordance with GAAP.  In
this regard, please clarify for us if you consider gross sales to be a metric, or non-GAAP
measures as defined in Item 10(e) of Regulation S-K and the basis for your conclusion.
            In closing, 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.

 FirstName LastNameNorman E. Snyder
 Comapany NameReed's, Inc.
 May 11, 2021 Page 2
 FirstName LastName
Norman E. Snyder
Reed's, Inc.
May 11, 2021
Page 2
            You may contact Effie Simpson at (202) 551-3346 or Jean Yu at (202) 551-3305 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
April 7, 2021
Norman Snyder
Chief Executive Officer
REED'S, INC.
201 Merritt 7 Corporate Park
Norwalk, CT 06851
Re:REED'S, INC.
Form S-3 Filed April 5, 2021
File No. 333-255025
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact SiSi Cheng at 202-551-5004 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ruba QaShu, Esq.

CORRESP
1
filename1.htm

201
Merritt 7 Corporate Park

Norwalk,
Connecticut 06851

April
7, 2021

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Sisi
Cheng

Mail
Stop 3561

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-3, File No. 333-255025 (the “Registration Statement”)

    Filed
    April 5, 2021

Mr.
Reynolds:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, April 9, 2021, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission
    (“Commission”) or the staff,
    acting
    pursuant to
    delegated authority,
    declare the filing effective,
    it does not foreclose
    the 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
    and its management from its full
    responsibility
    for the adequacy
    and accuracy
    of the disclosure in the
    filing;
    and

    ●
    the
    Company may
    not assert staff
    comments
    and 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.

Very
truly yours,

REED’S,
INC.,

a
Delaware corporation

    /s/
    Norman E. Snyder, Jr.

    By:

    Norman
    E. Snyder, Jr.

    Its:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

REED’S,
INC.

201
Merritt 7 Corporate Park

Newark,
Connecticut 06851

(310)
217-9400

February
7, 2019

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Mail
Stop 3561

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Form
    S-3 filed

    Filed
    December 31, 2018 and amended February 5, 2019

    File
    No. 333-229105 (the “Registration Statement”)

Mr.
Reynolds:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 5:00 p.m., Eastern time, on Friday, February 8, 2019, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare
    the filing effective, it does not foreclose the 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 and 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.

Very
truly yours,

    REED’S,
    INC.,

    a
    Delaware corporation

    /s/ Valentin Stalowir

    By:

    Valentin
    Stalowir

    Its:

    Chief
    Executive Officer

February 1, 2019
Valentin Stalowir
Chief Executive Officer
REED'S, INC.
201 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
Re:REED'S, INC.
Registration Statement on Form S-3
Filed December 31, 2018
File No. 333-229105
Dear Mr. Stalowir:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Ronald Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Ruba Qashu

CORRESP
1
filename1.htm

REED’S,
INC.

13000
South Spring Street

Los
Angeles, California 90061

(310)
217-9400

May 23, 2018

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Jonathan
Burr

Mail
Stop 3561

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    February 14, 2018 and amended on each of May 1, 2018 and May 16, 2018

    File
    No. 333-223037 (the “Registration Statement”)

Gentlemen:

Pursuant to Rule 460 and Rule 461 under the
Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the above referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m.,
Eastern time, on Friday, May 25, 2018, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the     Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority,
    declare     the filing effective, it does not foreclose the 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 and 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.

Very
truly yours,

    REED’S,
    INC.,

    a
    Delaware corporation

    /s/
    Valentin Stalowir

    By:

    Valentin
    Stalowir

    Its:

    Chief
    Executive Officer

Mail Stop 3561
February 26, 2018

Via E -Mail
Valentin Stalowir
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, CA  90061

Re: Reed’s, Inc.
  Registration Statement on Form S-1
Filed  February 14, 2018
  File No.  333-223037

Dear Mr. Stalowir :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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  contact Jonathan Burr  at (202) 551 -5833  with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Ruba Qashu
Libertas Law Group, Inc.

CORRESP
1
filename1.htm

REED’S,
INC.

13000 South Spring Street

Los Angeles, California 90061

(310) 217-9400

December
4, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Ruairi
Regan

Mail
Stop 3561

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-1

    Filed
October 23, 2017 and amended on each of November 21, 2017, December 1,  2017 and December 4, 2017

    File
    No. 333-221059 (the “Registration Statement”)

Gentlemen:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 5:00 p.m., Eastern time, on Monday, December 4, 2017, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission
    (“Commission”) or the staff,
    acting
    pursuant to
    delegated authority,
    declare the filing effective,
    it does not foreclose
    the 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
    and 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.

Very
truly yours,

    REED’S,
    INC.,

    a Delaware corporation

    /s/ Valentin
    Stalowir

    By:

Valentin
Stalowir

Its:

    Chief Executive Officer

CORRESP
1
filename1.htm

December
1, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director

Ruairi
Regan

Brigitte
Lippmann

Office
of Beverages, Apparel and Mining

United
States Securities Exchange Commission

Washington
D.C. 20549

Mail
Stop 3561

    Re:
    Reed’s,
    Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    November 21, 2017

    File
    No. 333-221059

Ladies
and Gentlemen:

This
letter sets forth the responses of Reed’s, Inc. (the “Company”) to the comments contained in your letter, dated
November 30, 2017, relating to the above-referenced registration statement (the “Registration Statement”). The comments
of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold text below, and the
responses of the Company are set forth in plain text immediately following each comment.

Cover
Page.

1.
Your revised subscription price is based on the market price of your common stock. Please provide your analysis of how you are
eligible to conduct an “at the market” offering or revise to reflect a fixed price for the duration of the offering.
Cite all authority on which you rely.

We
have revised the document to reflect a fixed price for the duration of the offering.

Backstop
Commitment, page 43.

2.
Given your response to comment 2, please disclose that a change of control is likely to be triggered and the material effects
of such change of control. Add appropriate risk factor disclosure.

We
have revised this section to disclose that a change of control is likely to be triggered and the material effects of such change
of control. We also added appropriate risk factor disclosure.

The
Company is currently submitting, via EDGAR, Amendment No. 2 to the Registration Statement incorporating the changes discussed
below in response to the Staff’s comment letter, as well as other changes.

If
you have any further questions or comments, please do not hesitate to contact the undersigned, Ruba Qashu, Libertas Law Group
Inc., at (949) 355-5405.

We
appreciate the staff’s guidance and assistance in this matter.

Very
truly yours,

/s/
Ruba Qashu

Ruba
Qashu

Libertas
Law Group, Inc.

cc:
Valentin Stalowir, Chief Executive Officer, Reed’s Inc.

Daniel
Miles, Chief Financial Officer, Reed’s Inc.

TEL
(310) 889-0699 | Fax (310) 889-0699 | LibertasLaw.com | 225 Santa monica blvd., 5th floor, santa monica, Ca 90401

Mail Stop 3561

        Novem ber 30, 2017

Via E -mail
Valentin Stalowir
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re: Reed’s, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed November 21, 2017
  File No. 333 -221059

Dear M r. Stalowir :

We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our November 6, 2017 letter.
Cover Page
1. Your revised subscription price is based on the market price of your common stock.
Please provide you r analysis of how you are eligible to conduct an “at the market”
offering or revise to reflect a fixed price for the duration of the offering.  Cite all
authority on which you rely.
Backstop Commitment, page 43
2. Given your response to comment 2, please di sclose that a change of control is likely to be
triggered and the material effects of such change of control.  Add appropriate risk factor
disclosure.

Valentin Stalowir
Reed ’s, Inc.
November 30 , 2017
Page 2

Please contact Ruairi Regan at (202) 551 -3269 or  Brigitte Lippmann  at (202) 551 -3713 if
you have any questions.

     Sincerely,

        /s/ Brigitte Lippmann (for)

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  Ruba Qashu , Esq.
Libertas Law Group, Inc.

CORRESP
1
filename1.htm

November
21, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director

Ruairi
Regan

Brigitte
Lippmann

Office
of Beverages, Apparel and Mining

United
States Securities Exchange Commission

Washington
D.C. 20549

Mail
Stop 3561

Re:
Reed’s, Inc.

Registration
Statement on Form S-1

Filed
October 23, 2017

File
No. 333-221059

Ladies
and Gentlemen:

This
letter sets forth the responses of Reed’s, Inc. (the “Company”) to the comments contained in your letter, dated
November 6, 2017, relating to the above-referenced registration statement (the “Registration Statement”). The comments
of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold text below, and the
responses of the Company are set forth in plain text immediately following each comment.

Cover
Page

1.
We note several statements that rights holders may not know the subscription price at the time of exercise, such as on the cover
page and on pages 4, 11, 40 and 53; however, you indicate that the subscription price will be disclosed. Please revise your disclosure
accordingly.

We
have revised the document to eliminate indication that we will be disclosing the subscription price.

Backstop
Commitment, page 45

2.
We note the substantial increase in share ownership by Raptor/ Harbor Reeds SPV LLC assuming full exercise of the backstop commitment
and exercise of its subscription rights. Please tell us your consideration of whether such issuances will constitute a change
of control.

Limitations
to Backstop Commitment / Shareholder Approval

The
backstop commitment will be reduced to the extent aggregate gross proceeds to Company from the exercise of rights by rights holders
exceed $8 million and also to the extent of Raptor’s participation in the rights offering as a rights holder.
Raptor may elect to increase the backstop commitment, however, Raptor’s investment is also limited to no greater than an
aggregate of $6 million shares of common stock and common stock equivalents and $8,000,00, pursuant to shareholder approval obtained
at our 2017 Annual Stockholders’ Meeting on September 29, 2017. At this meeting the shareholders also approved the potential
change of control represented by this transaction.

Appointment
of Directors

As
part of the backstop transaction, the Company
has agreed to appoint two persons designated by Raptor to our board of directors, subject to NYSE American approval. We have been
advised by NYSE American that the number of directors Raptor is allowed to designate will be based on the size of Raptor’s
investment and will be proportional to the amount of Raptor’s investment in this transaction.

NYSE
American Standards

The
NYSE American does not define change of control, and the exchange applies a subjective test on a case-by-case basis. Generally,
purchases of between 20% and 30% of the outstanding share capital may be deemed to be a change of control, depending on the specific
facts and circumstances applicable to the company. Due to the subjective nature of the test, conservative companies may obtain
shareholder approval when the transaction results in the transfer of a relatively small portion of company securities, especially
when that transfer comes with special voting rights or board representation. Counting is prospective and based on the total number
of shares that could be issued, as opposed to retrospective and based on the shares that were in fact issued. The NYSE American
also counts warrants toward the 20% threshold.

Percentage
Acquired/ Beneficial Ownership

Assuming
the minimum offering amount of $10.5 is raised from combined rights offering and backstop commitment and a subscription price
of $1.75, the backstop provider will acquire 3,428,571 shares of our common stock and warrants to purchase 857,142 shares of common
stock plus additional warrants to purchase 750,000 shares of common stock, following which the backstop provider would beneficially
own approximately 28.8% of our outstanding common stock and will have acquired, in this transaction shares of common stock and
right to acquire shares of common stock equal to 22.8% of the Company’s outstanding securities (measured post-transaction)
and 31.8% of the Company’s outstanding securities (measured pre-transaction, excluding all other securities issued in rights
offering).

Conclusion

A
change of control is likely to be triggered pursuant to NYSE American rules and Raptor may become the largest shareholder of the
Company. We will file a current report on Form 8-K in the event a change of control occurs.

Certain
Relationships and Related Transactions, page 84

3.
Please disclose your related party transactions with Raptor/ Harbor Reeds SPV LLC in this section including, for example, the
April 21, 2017 Securities Purchase Agreement, or advise us why you believe disclosure is not required.

We
have revised this section to disclose all related party transactions with Raptor/ Harbor Reeds SPV LLC.

The
company is currently submitting, via EDGAR, Amendment No. 1 to the Registration Statement incorporating the changes discussed
below in response to the Staff’s comment letter, as well as other changes.

If
you have any further questions or comments, please do not hesitate to contact the undersigned, Ruba Qashu, Libertas Law Group
Inc., at (949) 355-5405.

We
appreciate the staff’s guidance and assistance in this matter.

Very
truly yours,

Reed’s,
Inc.

/s/
Ruba Qashu

Ruba
Qashu

Libertas
Law Group, Inc.

cc:
Valentin Stalowir, Chief Executive Officer, Reed’s Inc.

Daniel
Miles, Chief Financial Officer, Reed’s Inc.

Mail Stop 3561
        Novem ber 6 , 2017

Via E -mail
Valentin Stalowir
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re: Reed’s, Inc.
Registration Statement on Form S -1
Filed October 23, 2017
  File No. 333 -221059

Dear M r. Stalowir :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.
Cover Page
1. We note several statements that rights holders may not know the subscription price at the
time of exercise, such as on the cover page and on pages 4, 11, 40 and 53; however, you
indicate that the subscriptio n price will be disclosed.  Please revise your disclosure
accordingly.
Backstop Commitment, page 45
2. We note the substantial increase in share ownership by Raptor/  Harbor Reeds SPV  LLC
assuming full exercise of the backstop commitment and exercise of its subscription
rights.  P lease tell us your consideration of whether such issuances  will constitute a
change of control.

Valentin Stalowir
Reed’s, Inc.
November 6 , 2017
Page 2

 Certain Relationships and Related Transactions, page 84
3. Pleas e disclose your related party transactions with Raptor/ Harbor Reeds SPV  LLC in
this section including, for example, the April 21, 2017 Securities Purchase Agreement, or
advise us why you believe disclosure is not required.
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.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Ruairi Regan at (202) 551 -3269 or  Brigitte Lippmann  at (202) 551 -3713 if
you have any questions.

     Sincerely,

        /s/ Brigitte Lippmann (for)

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  Ruba Qashu , Esq.
Libertas Law Group, Inc.

CORRESP
1
filename1.htm

REED’S,
INC.

13000
South Spring Street

Los
Angeles, California 90061

(310)
217-9400

October
4, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Jonathan
Burr

Mail
Stop 3561

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-1

    Filed
    August 25, 2017

    File
    No. 333-220184 (the “Registration Statement”)

Gentlemen:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, October 6, 2017, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission
    (“Commission”) or the staff,
    acting
    pursuant to
    delegated authority,
    declare the filing effective,
    it does not foreclose
    the 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
    and 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.

Very
truly yours,

REED’S,
INC.,

a
Delaware corporation

    /s/
    Valentin Stalowir

    By:
    Valentin
    Stalowir

    Its:
    Chief
    Executive Officer

Mail Stop 3561
September 5 , 2017

Via E -Mail
Valentin Stalowir
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, CA  90061

Re: Reed’s, Inc.
  Registration Statement on Form S-1
Filed  August 25 , 2017
  File No.  333-220184

Dear Mr. Stalowir :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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  contact Jonathan Burr  at (202) 551 -5833  with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Ruba Qashu
Libertas Law Group, Inc.

CORRESP
1
filename1.htm

REED’S,
INC.

13000
South Spring Street

Los
Angeles, California 90061

(310)
217-9400

June
16, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Michael
Killoy

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Post
    Effective Amendment No. 2 to Registration Statement on Form S-1

    Filed
    June 9, 2017

    File
    No. 333-212206 (the “Registration Statement”)

Gentlemen:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Tuesday, June 20, 2017, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare
    the filing effective, it does not foreclose the 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 and 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.

Very
truly yours,

REED’S,
INC.,

a
Delaware corporation

    /s/
    Stefan Freeman

    By:
    Stefan
    Freeman

    Its:
    Interim
    Chief Executive Officer

CORRESP
1
filename1.htm

June
9, 2017

VIA
EDGAR CORRESPONDENCE

Mr.
John Reynolds, Assistant Director

Mr.
Michael Killoy, Attorney-Advisor

Office
of Beverages, Apparel and Mining

United
States Securities Exchange Commission

Washington
D.C. 20549

Mail
Stop 3561

Re:	     Reed’s,
Inc., Post-Effective Amendment to Form S-3 on Form S-1

Filed
May 23, 2017, File No. 333-212206

Gentlemen:

This
letter sets forth the responses of Reed’s, Inc. to your letter dated June 6, 2017 relating to the above captioned registration
statement.

We
are concurrently filing Post-Effective Amendment No. 2 to the above captioned registration statement, removing from such registration
statement shares to be offered by Raptor/ Harbor Reeds SPV LLC that were not included in our initial registration statement on
Form S-3.

Further,
we are also submitting a new registration statement on Form S-1 registering for resale the shares to be offered by Raptor/ Harbor
Reeds SPV LLC. In this new registration statement, we have included in the prospectus the true representations that Raptor/Harbor
Reeds SPV LLC purchased the securities in the ordinary course of business and, at the time of the purchase, had no agreements
or understandings, directly or indirectly, with any person to distribute the securities.

If
you have any further questions or comments, please contact our legal counsel: Ruba Qashu, Libertas Law Group Inc. at (949) 355-5405

We
appreciate the staff’s guidance and assistance in this matter.

    Very
    truly yours,

    Reed’s,
    Inc.

    /s/
    Stefan Freeman

    Stefan
    Freeman

    Interim
    Chief Executive Officer

    cc:
    Mr.
    Daniel Miles, Chief Financial Officer

    Ruba
    Qashu, Libertas Law Group, Inc.

Mail Stop 3561
June 6 , 2017

Via E -mail
Stefan Freeman
Interim Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re: Reed’s, Inc.
 Post-Effective Amendment to Form S-3 on Form S -1
Filed  May 23, 2017
 File No. 333-212206

Dear Mr. Freeman :

We have  limited our review of your post -effective amendment to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement  and providing the
requested information.   If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. We note that you are attempting to register additional shares for resale offered by Raptor/
Harbor Reeds SPV LLC that were not included in your initial registration statement on
Form S -3.  However, pursuant to Rule 413 of the Securities Act, you may not register the
additional shares by post -effective amendment.  For guidance, see Securities Act Rules
Compliance and Disclosure Interpretation Question 210.01, which is available on our
website.  Please advise.

Selling Shareholders, page 21

2. You disclos e that Raptor/Harbor Reeds SPV LLC is an affiliate of a registered broker
dealer.  Please provide the representations in the prospectus, if true, that Raptor/Harbor
Reeds SPV LLC purchased the securities in the ordinary course of business, and at the

Stefan Freeman
Reed’s, Inc.
June 6, 2017
Page 2

 time of the purchase, had no agreements or understandings, directly or indirectly, with
any person to distribute the securities.  If such selling shareholder cannot provide these
representations, please state that the seller is an underwriter.

We remind you th at 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 contact Michael Killoy at (202) 551 -7576 or Brigitte Lippmann at  (202) 551 -3713
with any other questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel
and Mining

cc: Ruba Qashu, Esq.
 Libertas Law Group , Inc.

CORRESP
1
filename1.htm

November
7, 2016

VIA
EDGAR CORRESPONDENCE

Daniel
F. Duchovny

Special
Counsel

Office
of Mergers and Acquisitions

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Preliminary
    Proxy Statement on Schedule 14A (“Preliminary Proxy Statement”)

    Filed
    October 27, 2016

    File
    No. 001-32501

Dear
Mr. Duchovny:

This
letter sets forth the responses of Reed’s, Inc. to the comments contained in your letter dated November 4, 2016 relating
to the Preliminary Proxy Statement. The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”)
are set forth in bold text below, and the responses of the company are set forth in plain text immediately following each comment.

Reed’s
Inc. is simultaneously submitting, via EDGAR, an amendment to the Proxy Statement incorporating the changes.

Preiminary
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.

We
have revised the cover page and form of proxy to include a header identifying each as being preliminary.

2.
Please consider including page numbers throughout your proxy statement.

We
have ensured all pages are numbered.

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 individuals as financial experts.

We
have deleted this incorrect statement- Mr. Cargile qualifies as an audit committee financial expert under applicable rules but
is not recognized as a financial expert by the SEC.

November 7, 2016

Page 2

4.
Please revise the fifth bullet point on page 8 to set out each shareholder proposal separately.

We
have revised the fifth bullet point on page 8 to set out each shareholder 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.

We
have revised our disclosure to include the requested detail.

6.
We note you expect to “get back much of the remaining lost shelf space placements…”

Please
provide support for your statement.

This
statement is an assessment of management. We have nonetheless deleted this 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).

We
have deleted this statement.

Questions
and Answers

8.
We note that the third proposal 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 reconcile your disclosure here and, as necessary, throughout the proxy statement.

We
have clarified, throughout the document, that say-on-pay vote is advisory, and, therefore, not binding on us, our board of directors
or our compensation committee and that, notwithstanding the advisory nature of this vote, the resolution will be deemed approved
and passed on an advisory basis with the affirmative vote of a majority of the votes cast at the annual meeting.

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.”

We
have deleted this disclosure.

10.
Please disclose the effects of the election of the insurgents’ slate of director nominees.

We
have disclosed the effects related to the change of control of the board of directors and potential changes in management.

We
hope that the foregoing is responsive to the comments contained in your comment letter. If you have any questions or further comments,
please contact Ruba Qashu at (949) 355-5405.

We
appreciate the Staff’s guidance and assistance in this matter.

Very
truly yours,

LIBERTAS
LAW GROUP, INC.

    /s/
    Ruba Qashu

    Ruba
    Qashu

    cc:
    Mr.
    Christopher J. Reed, Chief Executive Officer

    Mr.
    Daniel Miles, Chief Financial Officer

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

CORRESP
1
filename1.htm

     CORRESP

REED’S,
INC.

13000
South Spring Street

Los
Angeles, California 90061

(310)
217-9400

July
5, 2016

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Michael
Killoy

John
Berst

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    June 23, 2016 and amended July 5, 2016

    File
    No. 333-212206 (the “Registration Statement”)

Dear Messrs. Reynolds, Killoy and Berst:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, July 8, 2015, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare
    the filing effective, it does not foreclose the 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 and 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.

Very
truly yours,

REED’S,
INC.,

a
Delaware corporation

/s/
ChristopherJ. Reed

    By:
    Christopher
    J. Reed

    Its:
    Chief
    Executive Officer and Chairman

Mail Stop 3561
July 1 , 2016

Via E -mail
Christopher J. 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
Filed  June 23, 2016
  File No.  333-212206

Dear Mr. Reed :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Christopher Reed
Reed’s Inc.
July 1 , 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact  Michael Killoy  at (202) 551 -7576  with any questions.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining
cc: Ruba Qashu , Esq.
 Libertas Law Group, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        April 28, 2010

Mr. Christopher J. Reed
Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061

Re: Reed’s, Inc.
 Form 10-K for fiscal year ended December 31, 2008
Filed March 27, 2009
 File No. 001-32501
Dear Mr. Reed:
We have completed our review of your Form 10-K and related correspondence and
have no further comments at this time.

Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

    reeds_corresp2-121709.htm

    Reed’s
Inc.

    13000
South Spring Street

    Los
Angeles, CA  90061

    December
17, 2009

    John
Reynolds

    United
States Security and Exchange Commission

    Division
of Corporate Finance

    Office of
Beverages, Apparel and Healthcare Services

    100 F
Street, North East

    Washington,
D.C.  20549-3561

              RE:

              Reed’s
      Inc.

              Form
      10-K for the fiscal year ended December 31, 2009

              Filed
      March 27, 2009

              Form
      10-Q/A for fiscal quarter ended September 30, 2009

              Filed
      December 7, 2009

              File
      No 001-32501

Dear Mr.
Reynolds:

    We are in
receipt of your letter dated December 16, 2009.  Below are your
comments with our response:

    Form 10-Q/A for fiscal
quarter ended September 30, 2009

    Exhibits

              1.

              You
      appear to have omitted the base copacking fee information from Exhibit B
      to the Brewing Agreement with The Lion Brewery dated November 1, 2008,
      refilled as exhibit 10.2 to your Form 10-Q/A filed December 7,
      2009.  Please refile the agreement in its entirety, including
      the currently omitted portions. To the extent you wish to obtain
      confidential treatment of information contained in a document filed under
      the Exchange Act of 1934, you must follow the procedures contained in Rule
      24b under the Exchange Act. Please note that you must indicate at the
      appropriate place within the publicly filed document that any confidential
      portion has been omitted and filed separately with the
      Commission.

    Response

    We have
refilled the exhibits with our amended Form 10Q/A, Amendment 2, for the fiscal
quarter ended September 30, 2009 as Exhibit 10.1, Brewing Agreement between
Reed’s Inc. and the Lion Brewery, Inc. dated November 1,
2008.  Portions of the exhibit have been omitted pursuant to a request
for confidential treatment.  The redacted information has been marked
to indicate that the confidential treatment has been requested and that the
material has been filed separately.

    We have
filed an Application for Confidential Treatment of the redacted information
pending the SEC's review of the confidential treatment request. We have
separately delivered the confidential information to the Secretary, Securities
Exchange Commission.

    Sincerely,

    /s/ James
Linesch

    James
Linesch

    Chief
Financial Officer

    Reed’s
Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        December 16, 2009

Mr. Christopher J. Reed
Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061

Re: Reed’s, Inc.
 Form 10-K for fiscal year ended December 31, 2008
Filed March 27, 2009 Form 10-Q/A for fiscal qua rter ended September 30, 2009
Filed December 7, 2009
 File No. 001-32501
Dear Mr. Reed:
We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.
 Form 10-Q/A for fiscal quarter ended September 30, 2009

 Exhibits

 1. You appear to have omitted the base copacking fee information from Exhibit B to the Brewing Agreement with The Lion Brewery dated November 1, 2008, refiled
as exhibit 10.2 to your Form 10-Q/A f iled December 7, 2009.  Please refile the
agreement in its entirety, including the currently omitted portions.  To the extent you wish to obtain confidential treatment of  information contained in a document
filed under the Exchange Act of 1934, you must  follow the procedures contained in
Rule 24b-2 under the Exchange Act.  Please note that you must indicate at the appropriate place within the publicly file d document that any confidential portion

Mr. Reed
Reed’s, Inc.
December 16, 2009
Page 2

has been omitted and filed separately with the Commissi on.  Refer to Section II.D.5
of Staff Legal Bulletin No. 1, available at www.sec.gov .

* * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  Please understand that
we may have additional comments after re viewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 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.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Louis Rambo at (202 ) 551-3289 or Pamela Howell at (202) 551-
3357 with any questions.

Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

    reeds_corr.htm

    Reed’s
Inc.

    13000
South Spring Street

    Los
Angeles, CA  90061

    December
7, 2009

    John
Reynolds

    United
States Security and Exchange Commission

    Division
of Corporate Finance

    Office of
Beverages, Apparel and Healthcare Services

    100 F
Street, North East

    Washington,
D.C.  20549-3561

              RE:

              Reed’s
      Inc.

              Form
      10-K for the fiscal year ended December 31, 2009

              Filed
      March 27, 2009

              File
      No 001-32501

    Dear Mr.
Reynolds:

    We are in
receipt of your letter dated December 31, 2008.  Below are your
comments with our responses:

    Form 10-K for fiscal year
ended December 31, 2008

    Exhibits

              1.

              Please
      file all material agreements in their entirety, including all schedules,
      exhibits, annexes, etc.  We note that the loan and security
      agreement with First Capital Western Region, LLC dated May 30, 2008, and
      the Brewing Agreement with the Lion Brewery dated November 1, 2008, do not
      appear to include all of the exhibits to the agreements.  Please
      explain why these attachments were not filed pursuant to Item 601(b)(10)
      of Regulation S-K, or refile the agreements with all
      attachments.

    Response

    We have
refiled the two exhibits with our amended Form 10Q/A for the fiscal quarter
ended September 30, 2009 as Exhibit 10.2, Brewing Agreement between Reed’s Inc.
and the Lion Brewery, Inc. dated November 1, 2008; and Exhibit 10.3, Loan and
Security Agreement between Reed’s Inc. and First Capital Western Region LLC
dated May 30, 2008.

    Form 10-Q for fiscal quarter
ended September 30, 2009

    Part II – Other
Information

    Item 6. Exhibits, page
21

              2.

              Your
      exhibit index indicates that the asset purchase agreement with Sonoma
      Cider Mill, Inc. was filed as an exhibit to your Form 10-Q for fiscal
      quarter ended September 30, 2009, but the agreement does not appear to
      have been filed.  Please file the asset purchase agreement as an
      exhibit or advise.

    Response

    We have
filed the exhibit with our amended Form 10Q/A for the fiscal quarter ended
September 30, 2009 as Exhibit 10.1, Asset Purchase Agreement between Sonoma
Cider Mill, Inc. and Reed’s, Inc. dated October 19, 2009.

    We
acknowledge that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosures in
      our filings;

                ·

                staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                ·

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

    Sincerely,

    /s/ James Linesch

    James
Linesch

    Chief
Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        December 2, 2009

Mr. Christopher J. Reed
Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061

Re: Reed’s, Inc.
 Form 10-K for fiscal year ended December 31, 2008
Filed March 27, 2009
 File No. 001-32501

Dear Mr. Reed:

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.

Form 10-K for fiscal year  ended December 31, 2008

Exhibits
 1. Please file all material agreements in their entirety, including all schedules,
exhibits, annexes, etc.  We note that th e loan and security agreement with First
Capital Western Region, LLC dated May 30, 2008, and the Brewing Agreement with The Lion Brewery dated November 1, 2008, do not appear to include all of the
exhibits to the agreements.  Please expl ain why these attachments were not filed
pursuant to Item 601(b)(10) of Regulation S- K, or refile the agreements with all
attachments.

Mr. Reed
Reed’s, Inc.
December 2, 2009
Page 2

Form 10-Q for fiscal quarter ended September 30, 2009

Part II – Other Information
 Item 6.  Exhibits, page 21

 2. Your exhibit index indicates that the asset purchase agreement with Sonoma Cider
Mill, Inc. was filed as an exhibit to your Form 10-Q for fiscal quarter ended
September 30, 2009, but the agreement does not a ppear to have been filed.  Please
file the asset purchase agreemen t as an exhibit or advise.

* * *
 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  Please understand that
we may have additional comments after re viewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Reed
Reed’s, Inc.
December 2, 2009
Page 3

 Please contact Louis Rambo at (202 ) 551-3289 or Pamela Howell at (202) 551-
3357 with any questions.

Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

    reeds_corresp-110309.htm

    REED’S,
INC.

    13000
South Spring Street

    Los
Angeles, California 90061

    (310)
217-9400

    November
3, 2009

    John
Reynolds

    Assistant
Director

    Office of
Beverages, Apparel and Healthcare Services

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    Edwin
Kim

    Staff
Attorney

    Office of
Beverages, Apparel and Healthcare Services

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

            RE:

              Reed’s
      Inc.

              Registration
      Statement on Form S-3/A, filed October 14, 2009

              File
      No. 333-156908

    Dear Mr.
Reynolds:

    Reed’s
Inc. (the “Company”) hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to make the above-captioned
registration statement be ordered effective at 10:00 a.m. (E.S.T.)
on  Thursday, November 5, 2009, or as soon as practicable
thereafter.

    The
Company acknowledges that:

              1.

              should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the
filing;

              2.

              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

              3.

              the
      Company may not assert 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.

    Please do
not hesitate to contact Ruba Qashu, Qashu & Schoenthaler LLP, by telephone
at (949) 355-5405 or by facsimile at (866) 313-3040, should you have any
questions.

                Sincerely,

                /s/ Christopher J. Reed

                Christopher
      J. Reed

                Chief
      Executive Officer

                Reed’s,
      Inc.

CORRESP
1
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    Unassociated Document

    REED’S,
INC.

    13000
South Spring Street

    Los
Angeles, California 90061

    (310)
217-9400

    October
13, 2009

    John
Reynolds

    Assistant
Director

    Office of
Beverages, Apparel and Healthcare Services

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

            RE:

              Reed’s
      Inc.

              Registration
      Statement on Form S-3/A

              File
      No. 333-156908

              Filed
      September 15, 2009

    Dear Mr.
Reynolds:

    Set forth
below are Reed’s, Inc.’s (the “Company” or “Reed’s”) responses to the
comments received from the staff (“Staff”) of the Securities and
Exchange Commission in the letter dated October 7, 2009.  References
in this letter to “we”,
“our” or “us” mean the Company or its
advisors, as the context may require.

    Please be
advised that, as reflected in the revised registration statement on Form S-3/A
filed in conjunction with this letter, we have reduced the number of shares of
Series B Convertible Preferred Stock underlying the rights offered from 300
shares to 225 shares and have reduced the corresponding offering amount from
$3,000,000 to $2,250,000.

    Exhibit 5.1 – Legality
Opinion

              1.

              We note your statement in the
      legality opinion of Qashu & Schoenthaler LLP that “we are not members
      of the bar of the State of Delaware, nor do we purport to be experts in
      the laws of the State of Delaware.”  It is inappropriate for
      counsel to qualify the legality opinion by indicating or implying that it
      is not qualified to opinion on the law of the relevant
      jurisdiction.  Revise to delete the noted
      statements.

    Response:  Counsel
has revised its legal opinion to delete the statements noted by the
Staff.

              2.

              We also note your statement
      that “the opinions expressed herein are based upon and limited to the
      General Corporation Law of the State of Delaware, as amended.” Please
      revise to indicate that you are opining upon Delaware corporate law
      including the statutory provision and regulations and all applicable
      judicial and regulatory decisions interpreting those
      laws.

    Response:  Counsel
has revised its legal opinion to include a statement that, “[a]s used herein,
the term “General Corporation Law of the State of Delaware, as amended” includes
the statutory provisions and regulations and also all applicable provisions of
the Delaware Constitution and reported judicial and regulatory decisions
interpreting these laws

    We hope
that the information contained in this letter satisfactorily addresses the
Staff’s comments.  Please do not hesitate to contact Ruba Qashu, Esq.,
Qashu & Schoenthaler LLP, by telephone at (949) 355-5405 or by facsimile at
(866) 313-3040.

              Sincerely,

               /s/ Christopher
      J.
      Reed

              Christopher
      J. Reed

              Chief
      Executive Officer

              Reed’s,
      Inc.

Mail Stop 3561
October 7, 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 September 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.

Exhibit 5.1 – Legality Opinion

1. We note your statement in the legality opinion by Qashu & Schoenthaler LLP that
“we are not members of the bar of the St ate of Delaware, nor do we purport to be
experts in the laws of the State of Delawa re.”  It is inappropriate for counsel to
qualify the legality opinion by indicating or  implying that it is not qualified to
opine on the law of the relevant jurisd iction.  Revise to delete the noted
statements.
2. We also note your statement that “the opinions expressed he rein are based upon
and limited to the General Corporation Law of the State of Delaware, as
amended.”  Please revise to indicat e that you are opining upon Delaware

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
October 7, 2009
Page 2

corporate law including the st atutory provisions and regula tions and all applicable
judicial and regulat ory decisions interpreting those laws.

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: (866) 313-3040

CORRESP
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REED’S, INC.

13000 South Spring Street

Los Angeles, California 90061

(310) 217-9400

September 15, 2009

John Reynolds

Assistant Director

Office of Beverages, Apparel and Healthcare Services

United States Securities and Exchange Commission

Division of Corporate Finance

RE:

Reed’s Inc.

Registration Statement on Form S-3/A

File No. 333-156908

Filed June 23, 2009

Dear Mr. Reynolds:

On behalf of Reed’s, Inc. (the “Company” or “Reed’s”), set forth below are the Company’s responses to the comments received from the staff (“Staff”) of the Securities and Exchange Commission in the letter dated August 14,
2009.  References in this letter to “we”, “our”, or “us” mean the Company or its advisors, as the context may require.

General

1. We note your response to comments one and seven of our letter dated July 15, 2009, and we reissue comment them. Your registration statement still remains incomplete. Please
fill in all of the blanks throughout your registration statement and file your missing exhibits. Please note we need sufficient time to review these changes and exhibits prior to the effectiveness of your registration statement and may have further comments.

Response: We have filed all our missing exhibits.  We have revised our registration statement to include missing terms that have become known, particularly with regard to the common stock underlying the Series B Convertible Preferred Stock.  Pursuant
to Rule 430 of the Securities Act of 1933, we have omitted information with regard to the offering date and delivery dates. In accordance with Rule 430, the securities are offered for cash, we have included the undertaking required by Reg. S-K, Item 512(i), and the omitted information shall be contained in a prospectus thereafter filed pursuant to Rule 424(b).

2.  Please provide us with a detailed analysis as to why you believe this transaction is eligible for registration on Form S-3 pursuant to General Instruction I.B.4. We may have further comment.

Response: We are taking our original position and relying on General Instruction I.B.6 of Form S-3 for this rights offering.  General Instruction I.B.6 states as follows (emphasis added):

“Limited Primary Offerings by Certain Other Registrants. Securities to be offered for cash by or on behalf of a registrant; provided that:

(a) the aggregate market value of securities sold by or on behalf of the registrant pursuant to this Instruction I.B.6. during the period of 12 calendar months immediately prior to, and including, the sale is no more than one-third of the aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant;

(b) the registrant is not a shell company (as defined in §230.405 of this chapter) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information with the Commission at least 12 calendar months previously
reflecting its status as an entity that is not a shell company; and

(c) the registrant has at least one class of common equity securities listed and registered on a national securities exchange.”

(a) As of September 10, 2009, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $12,102,644, based on 9,215,693 shares of outstanding common stock, of which approximately 5,603,076 shares are held by non-affiliates, and a per share price of $2.16 based on the closing
sale price of our common stock on September 10, 2009.  One-third of the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant to date is approximately $4,034,214. Reed’s is offering $3,000,000 of securities under this registration statement. (No exercise price is payable by holders of Series B Convertible Preferred Stock to convert to common stock; therefore the registration of the underlying common stock does not increase the aggregate offering
price to be considered herein).  The aggregate market value of securities sold by or on behalf of Reed’s pursuant to Instruction I.B.6.during the period of 12 calendar months immediately prior to, and including, this sale will be no more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. Reed’s also has $1,500,000 registered under a shelf registration (Registration No. 333- 159298) pursuant
to General Instruction I.B.6. There have not been any take downs of securities with regard to this shelf registration.  Reed’s will not, during the period of 12 calendar months immediately prior to, and including, any sale under any registration statement in reliance on General Instruction I.B.6, sell more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant.1

(b) Reed’s is not a shell company and has not been a shell company for at least 12 calendar months previously.

(c) Reed’s common stock is listed and registered on the NASDAQ Capital Market, a national securities exchange.

3.  Please revise footnote 4 in your fee table to clearly indicate that the indeterminate number of additional shares of common stock being registered is in accordance with Rule 416 to prevent dilution resulting
from stock splits, stock dividends or similar transactions.

Response: We have revised footnote 4 in our fee table accordingly.

4.  We note your response to comment four of our letter dated July 15, 2009. Please revise your cover page to indicate the number of shares of common stock underlying the Series B Preferred that are being registered.

Response: We have revised our cover page accordingly.

The Rights Offering, page 41

5. We note your statement that “each record date stockholder is being issued one right for every share of our Series B Preferred owned on the record date.” Your cover page indicates that the company is distributing one right for every share of common stock
that you own on the record date. Please revise as appropriate.

Response: We have revised the error on page 41 to conform to the cover page accordingly.

Form 10-K for the fiscal year ended December 31, 2008 Filed on March 27, 2009

Form 10-Q for the quarter ended March 31, 2009 Filed May 13, 2009

6. We note your proposed changes to your periodic reports in Exhibits A and B of your response letter.  Please file your amended periodic reports.

Response: We have filed our amended periodic reports accordingly.

_________

We hope that the information contained in this letter satisfactorily addresses the Staff’s comments.  Please do not hesitate to contact Ruba Qashu, Esq., Qashu & Schoenthaler LLP, by telephone at (949) 355-5405 or by facsimile at (866) 313-3040.

Sincerely,

/s/ Christopher J. Reed

Christopher J. Reed

Chief Executive Officer

Reed’s, Inc.

__________________________________________

1 See footnote 70 of SEC Release No. 33-8878, Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 and F-3, January 28, 2008, available at http://www.sec.gov/rules/final/2007/33-8878.pdf,
wherein it is noted that ”[a]lthough only one-third of the public float may be sold in any year, a company may register a larger amount.”  See also SEC Release 33-8591, Securities Offering Reform, December 1, 2005, at 210-211, available at http://www.sec.gov/rules/final/33-8591.pdf, stating “[f]or offerings under Rule 415(a)(1)(x) … that are registered on Form S-3 … we are eliminating the provision in Securities Act Rule 415(a)(2) that limits the amount of securities registered.”

Reeds, Inc.

September 15, 2009

Page 2 of 2

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REED’S INC.

13000 South Spring

Los Angeles, California 90061

Tel: 310-217-9400 Fax: 310-217-9411

August 20, 2009

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

John Reynolds, Esq.

Edwin Kim, Esq.

David Link, Esq.

Re:

Reed’s Inc.

Registration Statement on Form S-3

File No. 333-159298

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Reed’s Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it
will become effective at 4:30pm, Eastern Time, on August 24, 2009, or as soon thereafter as possible.

We hereby acknowledge that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 and 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.

REED’S INC.

By: /s/ James Linesch

Name: James Linesch

Title:  Chief Financial Officer

Mail Stop 3561
August 14, 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 July 28, 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 note your response to comments one a nd seven of our letter dated July 15,
2009, and we reissue comment them.  Your registration statement still remains incomplete.  Please fill in all of the bl anks throughout your registration statement
and file all of your missing exhibits.  Pl ease note we need sufficient time to
review these changes and exhibits prior to the effectiveness of your registration
statement and may have further comments.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
August 14, 2009
Page 2

2. Please provide us with a detailed analysis as to why you believe this transaction is
eligible for registration on Form S-3 pursu ant to General Instruction I.B.4.  We
may have further comment.

3. Please revise footnote 4 in your fee table to  clearly indicate that the indeterminate
number of additional shares of common stock is being registered is in accordance
with Rule 416 to prevent dilution resulti ng from stock splits, stock dividends or
similar transactions.

4. We note your response to comment four of our letter dated July 15, 2009.  Please
revise your cover page to indicate the number of shares  of common stock
underlying the Series B Preferred that are being registered.

The Rights Offering, page 41

5. We note your statement that “each record  date stockholder is  being issued one
right for every share of our Series B Pref erred owned on the record date.”  Your
cover page indicates that the company is distributing one right for every share of common stock that you own on the record da te.  Please revise as appropriate.
  Form 10-K for the fiscal year ende d December 31, 2008 Filed on March 27, 2009

Form 10-Q for quarter ended March 31, 2009 Filed May 13, 2009
   6. We note your proposed changes to your peri odic reports in Ex hibits A and B of
your response letter.  Please file your amended periodic reports.
  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.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
August 14, 2009
Page 3

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: (866) 313-3040

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Reed’s Inc.

13000 South Spring

Los Angeles, California 90061

Tel: 310-217-9400 Fax: 310-217-9411

August 11, 2009

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

John Reynolds, Esq.

Edwin Kim, Esq.

David Link, Esq.

Re:

Reed’s Inc.

Registration Statement on Form S-3/A

File No. 333-159298

Filed June 23, 2009

Gentlemen:

The following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated July 15, 2009 (the “Comment Letter”) relating to the Registration Statement on Form S-3 (the “Registration Statement”) of Reed’s, Inc. (“Reed’s” or
the "Company")  On behalf of the Company, we respond as set forth below.

The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

Form S-3

1.

We note your response to comment 1 to provide the information to comply with Instruction 7 of Form S-3 regarding IB.6. We also note your statement that "as of the date hereof, we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof." Please
revise to reflect the company's offering on Form S-3 333-156908 filed on 1/23/09, as amended.

Response:

The Company is no longer relying on General Instruction I.B.6 of Form S-3 for the offering on Form S-3 333-156908 filed on 1/23/09, as amended.

Form 10-K for the fiscal year ended December 31, 2008 Filed on March 27, 2009 Item 9A. Controls and Procedures, page 27

1.

We note your response to comment six of our letter dated June 5, 2009, and we reissue it. It is unclear why your material weaknesses with your lack of segregation of duties, backup systems, and documentation and review of your internal control would not also affect "the information required to be disclosed by the issuer in the reports that it files or
submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms." See Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Please revise or advise us in sufficient detail why your material weaknesses related to your internal control over financial reporting would not materially affect your disclosure controls and procedures.

Response:

We have amended our Item 9A. Controls and Procedures disclosure to indicate that our disclosure controls and procedures were not effective at December 31, 2008. Attached hereto as Exhibit A is our proposed amendment to our Item 9A. Control and Procedures.

Form 10-Q Filed May 13, 2009

Item 4T, Controls and Procedures, page 17

           3.

In light of your response to comments 3B and five of our comment letter dated June 5, 2009, please revise your discussion in the "Changes in Internal Control over Financial Reporting" section to discuss your remediation efforts that have occurred since the fiscal year ended December 31, 2008.

Response:

Attached as Exhibit B is a proposed amendment to our Item 4T. Control and Procedures

4.

In light of comment two above, please either amend your assessment of your disclosure controls and procedures for the quarter ended March 31, 2009 or advise us why it is not necessary.

Response:

We have indicated in our assessment of our disclosure controls and procedures for the quarter ended March 31, 2009 that our controls continue to be ineffective.

We trust that the foregoing appropriately addresses the issues raised by your recent comment letter.

Thank you in advance for your prompt review and assistance.  If you have any questions, please contact the undersigned or our Special Counsel, Marcelle S. Balcombe or Gregory Sichenzia at Sichenzia Ross Friedman Ference LLP ((212) 930-9700).

Very truly yours,

Reed’s Inc.,

/s/ James Linesch

Chief Financial Officer

EXHIBIT A

Item 9A.   Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2008, the end of the period covered by this Annual Report on Form 10-K, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e))
under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal control over financial reporting described below.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, recorded and reported and our assets are safeguarded against unauthorized
or improper use, to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

We identified certain matters that constitute material weakness (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2) in our internal control over financial reporting as discussed on Management’s Report on Internal Control Over Financial Reporting below.

In light of the material weaknesses in internal control over financial reporting described below, we performed additional analysis and other post-closing procedures to ensure that our financial statements were prepared in accordance with generally accepted accounting principles. Despite material weaknesses in our
internal control over financial reporting, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in shareholder’s equity and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is a process, under the supervision of our Chief Executive Officer and Chief Financial Officer, designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting include those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

·

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time. Our system contains self monitoring
mechanisms, and actions are taken to correct deficiencies as they are identified.

Our CEO and CFO conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness
is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based upon that assessment, we have identified the following material weaknesses and have implemented the following remediation of material weaknesses in internal control over financial reporting:

Insufficient disaster recovery or backup of core business functions

Inadequate backup or our critical data and software used by our business could cause loss of financial data and business interruptions, should a disaster occur.  We have implemented regular backup procedures for our data relating to our financial reporting, which include off-site storage.  We
are planning to also install a remote server running the software programs used for our financial reporting processes, so that we can quickly recover our backup data and use it at a remote location, in the event of a disaster.  We anticipate this additional measure to be completed in the next quarter.

Lack of segregation of duties

We have limited staff in our corporate offices and, as such, there is a lack of segregation of duties.  With the resignation of our Chief Financial Officer in April 2008, our Chief Executive Officer assumed the duties of both President and Chief Financial Officer.  Many functions, including purchasing,
accounts payable, bank reconciliations and month end closings, have not been adequately segregated.  In January 2009, we hired a Chief Financial Officer, adding to the management oversight of financial accounting processes.  We now have separate individuals performing purchasing, accounts payable processing, and bank reconciliations.  Our Chief Financial Officer supervises and reviews the month end closing process.  Our Chief Operating Officer oversees the cash disbursements.  Checks
are signed by the Chief Executive Officer.  At this time, we believe that we have established adequate segregation of duties to the extent possible with our small staff size.  The close supervision and oversight by management also mitigates the remaining weakness in internal controls resulting from a lack of segregation of duties.

Lack of documented and reviewed system of internal control

We have an internal control weakness due to the lack of a documented and reviewed system of internal controls.  We have determined that to perform the processes and remediate this internal control deficiency, we will either need to engage an internal control consultant or reassign existing personnel.  We
have started to enhance some of our key internal control systems surrounding inventory purchasing and control, and to document those changes; however, this process is on-going and the implementation of policies and procedures may take several quarters.

As a result of the material weaknesses described above, management concluded that, as of December 31, 2008, we did not maintain effective internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework, issued by COSO.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Controls Over Financial Reporting

During the year ended December 31, 2008, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

EXHIBIT B

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our chief executive officer and our chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures”
(as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).  Based upon that evaluation, our chief executive officer and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.  As of March 31, 2009, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal control over
financial reporting described in our Form 10-K at December 31, 2008.

Changes in Internal Control over Financial Reporting. In our Form 10-K at December 31, 2008, we identified certain matters that constitute material weaknesses (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2) in
our internal control over financial reporting as discussed on Management’s Report on Internal Control Over Financial Reporting.  We are undergoing ongoing evaluation and improvements in our internal controls over financial reporting.  Regarding our identified weaknesses, we have performed the following remediation efforts:

Insufficient disaster recovery or backup of core business functions. We have installed a remote server running the software programs used for our financial reporting processes, so that we can quickly recover our backup data and use it
at a remote location, in the event of a disaster.

Lack of segregation of duties.   We now have separate individuals performing purchasing, accounts payable processing, and bank reconciliations.  Our Chief Financial Officer supervises and reviews the month end closing
process.  Our Chief Operating Officer oversees the cash disbursements.  Checks are signed by the Chief Executive Officer.  At this time, we believe that we have established adequate segregation of duties to the extent possible with our small staff size.

Lack of documented and reviewed system of internal control.  We have started to review and document our internal controls and we are also currently updating our risk assessment and preparing to test our systems.  This
process will continue over the next two quarters.

 There was no other change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

CORRESP
1
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    reeds_corresp-072809.htm

REED’S, INC.

13000 South Spring Street

Los Angeles, California 90061

(310) 217-9400

July 28, 2009

John Reynolds

Assistant Director

Office of Beverages, Apparel and Healthcare Services

United States Securities and Exchange Commission

Division of Corporate Finance

RE:         Reed’s Inc.

Registration Statement on Form S-3/A

File No. 333-156908

Filed June 23, 2009

Dear Mr. Reynolds:

On behalf of Reed’s, Inc.  (the “Company” or “Reed’s”), set forth below are the Company’s responses to the comments received from the staff (“Staff”) of the Securities and Exchange Commission in the letter dated
July 15, 2009.  References in this letter to “we”, “our”, or “us” mean the Company or its advisors, as the context may require.

General

1. We have revised our registration statement to include missing terms that become known, particularly with regard to the common stock underlying the Series B Convertible
Preferred Stock, and will continue to do so.

2. We have eliminated the component of the offering whereby the Series B Convertible Preferred Stock may be reoffered and sold to the public in the event of under subscription of the rights offering to our shareholders
of record, as of the record date. Therefore, we are no longer relying on General Instruction I.B.6 of Form S-3. Instead, the rights offering will be conducted in reliance on General Instruction I.B.4 of Form S-3.

3. We have revised our fee table to indicate the number of transferable rights being registered.

4. We have revised our fee table and cover page to include the number of shares of common stock underlying the Series B Convertible Preferred Stock that are being registered.

5. We have eliminated the component of the offering whereby the Series B Convertible Preferred Stock may be reoffered and sold to the public in the event of under subscription of the rights offering to our shareholders
of record, as of the record date. Therefore, we are no longer relying on General Instruction I.B.6 of Form S-3. Instead, the rights offering will be conducted in reliance on General Instruction I.B.4 of Form S-3.

1

Waiver of Maximum Offering Amount, page 43

6. We will raise no more than $3,000,000 in this offering, and we have revised our disclosures for consistency.

Exhibits, page II-2

7. We shall file any remaining missing exhibits by amendment.

Form 10-K for the fiscal year ended December 31, 2008 Filed on March 27, 2009

Item 9A.  Controls and Procedures, page 27

8. We have amended our Item 9A. Controls and Procedures disclosure to indicate that our disclosure controls and procedures were not effective at December 31, 2008. Attached hereto as Exhibit A is our proposed amendment
to our Item 9A. Control and Procedures.

Form 10-Q Filed May 13, 2009

Item 4T. Controls and Procedures, page 17

9. Attached hereto as Exhibit B is our proposed amendment to our Item 4T. Control and Procedures.

10. We have indicated in our assessment of our disclosure controls and procedures for the quarter ended March 31, 2009 that our controls continue to be ineffective.

Form S-3/A (File no. 333-159298) Filed on June 23, 2009

11.           We shall resolve the staff’s outstanding comments for our Form S-3/A (File no. 333-159298) prior to requesting acceleration for Form S-3 (File no. 333-156908).

_________

We hope that the information contained in this letter satisfactorily addresses the Staff’s comments.  Please do not hesitate to contact Ruba Qashu, Esq., Qashu & Schoenthaler LLP, by telephone at (949) 355-5405 or by facsimile at (866) 313-3040.

Sincerely,

/s/ Christopher J. Reed

Christopher J. ReedChief Executive Officer

Reed’s, Inc.

2

EXHIBIT A

Item 9A.   Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2008, the end of the period covered by this Annual Report on Form 10-K, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under
the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal control over financial reporting described below.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, recorded and reported and our assets are safeguarded against unauthorized
or improper use, to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

We identified certain matters that constitute material weakness (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2) in our internal control over financial reporting as discussed on Management’s Report on Internal Control Over Financial Reporting below.

In light of the material weaknesses in internal control over financial reporting described below, we performed additional analysis and other post-closing procedures to ensure that our financial statements were prepared in accordance with generally accepted accounting principles. Despite material weaknesses in our internal
control over financial reporting, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in shareholder’s equity and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is a process, under the supervision of our Chief Executive Officer and Chief Financial Officer, designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

3

Our internal control over financial reporting include those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

·

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time. Our system contains self monitoring mechanisms,
and actions are taken to correct deficiencies as they are identified.

Our CEO and CFO conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness
is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based upon that assessment, we have identified the following material weaknesses and have implemented the following remediation of material weaknesses in internal control over financial reporting:

Insufficient disaster recovery or backup of core business functions

Inadequate backup or our critical data and software used by our business could cause loss of financial data and business interruptions, should a disaster occur.  We have implemented regular backup procedures for our data relating to our financial reporting, which include off-site storage.  We are planning
to also install a remote server running the software programs used for our financial reporting processes, so that we can quickly recover our backup data and use it at a remote location, in the event of a disaster.  We anticipate this additional measure to be completed in the next quarter.

Lack of segregation of duties

We have limited staff in our corporate offices and, as such, there is a lack of segregation of duties.  With the resignation of our Chief Financial Officer in April 2008, our Chief Executive Officer assumed the duties of both President and Chief Financial Officer.  Many functions, including purchasing,
accounts payable, bank reconciliations and month end closings, have not been adequately segregated.  In January 2009, we hired a Chief Financial Officer, adding to the management oversight of financial accounting processes.  We now have separate individuals performing purchasing, accounts payable processing, and bank reconciliations.  Our Chief Financial Officer supervises and reviews the month end closing process.  Our Chief Operating Officer oversees the cash disbursements.  Checks
are signed by the Chief Executive Officer.  At this time, we believe that we have established adequate segregation of duties to the extent possible with our small staff size.  The close supervision and oversight by management also mitigates the remaining weakness in internal controls resulting from a lack of segregation of duties.

4

Lack of documented and reviewed system of internal control

We have an internal control weakness due to the lack of a documented and reviewed system of internal controls.  We have determined that to perform the processes and remediate this internal control deficiency, we will either need to engage an internal control consultant or reassign existing personnel.  We
have started to enhance some of our key internal control systems surrounding inventory purchasing and control, and to document those changes; however, this process is on-going and the implementation of policies and procedures may take several quarters.

As a result of the material weaknesses described above, management concluded that, as of December 31, 2008, we did not maintain effective internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework, issued by COSO.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Controls Over Financial Reporting

During the year ended December 31, 2008, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5

EXHIBIT B

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our chief executive officer and our chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as
defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).  Based upon that evaluation, our chief executive officer and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.  As of March 31, 2009, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal control over
financial reporting described in our Form 10-K at December 31, 2008.

Changes in Internal Control over Financial Reporting. In our Form 10-K at December 31, 2008, we identified certain matters that constitute material weaknesses (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2) in our internal
control over financial reporting as discussed on Management’s Report on Internal Control Over Financial Reporting.  We are undergoing ongoing evaluation and improvements in our internal controls over financial reporting.  Regarding our identified weaknesses, we have performed the following remediation efforts:

Insufficient disaster recovery or backup of core business functions.  .  We have installed a remote server running the software programs used for our financial reporting processes, so that we can quickly recover our backup data
and use it at a remote location, in the event of a disaster.

Lack of segregation of duties.   We now have separate individuals performing purchasing, accounts payable processing, and bank reconciliations.  Our Chief Financial Officer supervises and reviews the month end closing process.  Our
Chief Operating Officer oversees the cash disbursements.  Checks are signed by the Chief Executive Officer.  At this time, we believe that we have established adequate segregation of duties to the extent possible with our small staff size.

Lack of documented and reviewed system of internal control.  We have started to review and document our internal controls and we are also currently updating our risk assessment and preparing to test our systems.  This process
will continue over the next two quarters.

There was no other change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

6

Mail Stop 3561
July 15, 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. 333-159298   Filed June 23, 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.
 Form S-3

1. We note your response to comment 1 to provide the information to comply with Instruction 7 of Form S-3 re garding IB.6.  We also note your statement that “as of
the date hereof, we have not offered any securities pursuant to  General Instruction
I.B.6 of Form S-3 during the prior 12 cal endar month period that ends on and
includes the date hereof.”  Please revise to reflect the company’s offering on Form
S-3 333-156908 filed on 1/23/09, as amended.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
July 15, 2009
Page 2

Form 10-K for the fiscal year ende d December 31, 2008 Filed on March 27, 2009
Item 9A.  Controls a nd Procedures, page 27

2. We note your response to comment six of our letter dated June 5, 2009, and we reissue it.  It is unclear why your material weaknesses with your lack of segregation of duties, backup systems,  and documentation and review of your
internal control would not also affect “t he information required to be disclosed by
the issuer in the reports th at it files or submits under the Act (15 U.S.C. 78a et
seq.) is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms.”  See Rules 13a-15(e) and 15d-
15(e) of the Securities Exchange Act of  1934.  Please revise or advise us in
sufficient detail why your material wea knesses related to your  internal control
over financial reporting would not material ly affect your disclosure controls and
procedures.
  Form 10-Q Filed May 13, 2009

 Item 4T. Controls and Procedures, page 17

 3. In light of your response to comments 3B and five of our comment letter dated June 5, 2009, please revise your discussion in the “Changes in Internal Control
over Financial Reporting” section to disc uss your remediation efforts that have
occurred since the fiscal year ended December 31, 2008.
 4. In light of comment two above, please either amend your assessment of your disclosure controls and procedures for the quarter ended March 31, 2009 or advise
us why it is not necessary.
 Form S-3/A (File no. 333-156908) Filed on May 4, 2009

 5. We reissue comment seven of our letter dated June 5, 2009.  Please resolve the staff’s outstanding comments for your Form S-3/A (File no. 333-156908) prior to
requesting acceleration for Form S-3 (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.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
July 15, 2009
Page 3

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

CORRESP
1
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    reeds_corresp-062309.htm

    REED’S,
INC.

    13000
South Spring Street

    Los
Angeles, California 90061

    (310) 217-9400

    June 23,
2009

    John
Reynolds

    Assistant
Director

    Office of
Beverages, Apparel and Healthcare Services

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

            RE:
            Reed’s
      Inc.

            Registration
      Statement on Form S-3/A

            File No.
      333-156908

            Filed May 4,
      2009

    Dear Mr.
Reynolds:

    On behalf
of Reed’s, Inc.  (the “Company” or “Reed’s”), set forth below are the
Company’s responses to the comments received from the staff (“Staff”) of the
Securities and Exchange Commission in the letter dated May 28,
2009.  We previously filed responses to  comments 7-9
concerning the Company’s annual report on Form 10K for the fiscal year ended
December 31, 2008, filed March 27, 2009 ( “2008 10K”).  We have
included responses to the Staff’s follow up comments with regards to the 2008
10K  which were included with the SEC’s letter dated June 5, 2009
concerning the Company’s shelf registration on Form S-3 (File No. 333-159298)
(June 5, 2009 Letter”). We have reproduced the Staff’s comments in bold type for
your convenience and have followed the comment with the Company’s
response.  References in this letter to “we”, “our”, or “us” mean the
Company or its advisors, as the context may require.

    General

    1.      We
reissue comment one of our letter dated February 22, 2009, as it appears your
registration statement remains incomplete 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.

    Response:
We have revised our registration statement to include missing terms that have
become known and will continue to do so.

    2.      Please
revise to provide the missing information to comply with Instruction 7 of Form
S-3 regarding I.B.6.

    Response:  We
have revised to include the missing information to comply with Instruction 7 of
Form S-3 regarding I.B.6.

    3.      Please
revise your registration statement in the appropriate places to clearly disclose
whether the shares of common 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 conversion of the Series B
Convertible Preferred Stock.  We may have further
comment.

    Response:  The
shares of common stock underlying our Series B Convertible Preferred Stock are
being registered hereunder.  We have revised our registration
statement to include appropriate discussion of the dilutive effects caused upon
conversion of the Series B Convertible Preferred Stock as well.

    4.      Please
advise us of the basis for your belief that this offering is eligible to be
registered on Form S-3.  We may have further comment.

    Response:  Reed’s
satisfies the general requirements of eligibility to register securities under
Instruction I.A of Form S-3.  With regards to transactional
requirements, while Instruction I.B.4 provides for registration of rights
offerings, this offering is a rights offering to be followed by a public
offering and may be registered under Instruction I.B.6. of Form S-3 as a limited
primary offering.  Reed’s satisfies the requirements of Instruction
I.B.6 as follows:  (i) The aggregate market value of securities sold
by or on behalf of Reed’s pursuant to Instruction I.B.6. during the period of 12
calendar months immediately prior to, and including, the sale will be no more
than one-third of the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant; (ii)  Reed’s is not a
shell company and has not been a shell company for at least 12 calendar months
previously and (iii)  Reed’s common stock is listed and registered on
the NASDAQ Capital Market.

    Capitalization

    5.      Your
presentation of the “pro forma as adjusted” column is
inappropriate.  See Rule 170 of the Securities Act of
1933.

    Response:  We
have removed the “pro forma as adjusted” column in accordance with Rule
170.

    Exhibits

    6.      Please
file all missing exhibits with your next amendment,

    Response:  We
have included missing exhibits with this amendment.

    2008 10K (comments 4-6 from
June 5, 2009 Letter substituted for comments 7-9)

              4.

              We note that you filed a
      response letter on June 2, 2009 for your File no. 333­156908 Form
      S-3/A to address the Controls 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.

          Reed’s,
Inc.

          June 23,
2009

          Page 2 of
6

              Response:
      We intend to revise the disclosure in Item 9A to clearly differentiate
      between internal control over financial reporting and disclosure controls
      and procedures. Please see our proposed revised Item 9A, attached hereto
      as Exhibit A.
      Subject to the Staff’s approval, we intend to file an amendment to the
      Company’s Form 10-K to include the revised Item
  9A.

                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.

              Response: We intend
      to file an amendment to the Company’s Form 10-K to provide expanded
      disclosure in Item 9A of the remediation efforts by the Company to address
      material weaknesses related to its internal control over financial
      reporting.

                  6.

                      We
      note your response to comment 3C (comment 9 in our May 28, 2009 letter),
      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 control over financial reporting is not
      effective. Please clearly indicate why your material weaknesses related to
      your internal control over financial reporting would not materially affect
      your disclosure controls and procedures. We may have further
      comment.

              Our
      assessment of our internal control over financial reporting, as covered
      under Item 308T, resulted in the determination that we have several
      material weaknesses in our internal control over financial reporting,
      including deficiency in each of (i) in our disaster or backup of core
      business functions, (ii) our segregation of duties and (iii) our
      documented and reviewed system of internal
  control.

              Our
      disclosure controls and procedures include those components of internal
      control over financial reporting that provide reasonable assurances that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting
      principles.  However, our disclosure controls and procedures do
      not include certain components of internal control over financial
      reporting pertaining to the accurate recording of transactions and
      disposition of assets or to the safeguarding of assets. The particular
      components of internal control over financial reporting in which we
      detected material weaknesses; in our disaster or backup of core business
      functions; and our lack of segregation of duties; and our  lack
      of documented and reviewed system of internal control  are not
      components included in our disclosure controls and
    procedures.

    _________

    We hope
that the information contained in this letter satisfactorily addresses the
Staff’s comments.  Please do not hesitate to contact Ruba Qashu, Esq.,
Qashu & Schoenthaler LLP, by telephone at (949) 355-5405 or by facsimile at
(866) 313-3040.

              Sincerely,

              /s/ Christopher J.
      Reed

              Christopher
      J. ReedChief Executive Officer

              Reed’s,
      Inc.

         Reed’s,
Inc.

          June 23,
2009

          Page 3
of 6

    EXHIBIT
A

    Proposed
Revised Item 9A

    Item
9A.   Controls and Procedures

    Disclosure
Controls and Procedures

    As of
December 31, 2008, the end of the period covered by this Annual Report on Form
10-K, we conducted an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e))
under the Exchange Act). Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31, 2008, our
disclosure controls and procedures were effective.

    Disclosure
controls are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, such as this report, is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Internal controls are
procedures which are designed with the objective of providing reasonable
assurance that our transactions are properly authorized, recorded and reported
and our assets are safeguarded against unauthorized or improper use, to permit
the preparation of our financial statements in conformity with generally
accepted accounting principles.

    We
identified certain matters that constitute material weakness (as defined under
the Public Company Accounting Oversight Board Auditing Standard No. 2) in our
internal control over financial reporting as discussed on Management’s Report on
Internal Control Over Financial Reporting below.

    Management’s
Report on Internal Control over Financial Reporting

    Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Our internal control over financial
reporting is a process, under the supervision of our Chief Executive Officer and
Chief Financial Officer, designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial
statements for external purposes in accordance with accounting principles
generally accepted in the United States of America.

    Our
internal control over financial reporting include those policies and procedures
that:

              ·

              pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect our transactions and dispositions of our
      assets;

              ·

              provide
      reasonable assurance that our transactions are recorded as necessary to
      permit preparation of our financial statements in accordance with
      accounting principles generally accepted in the United States of America,
      and that our receipts and expenditures are being made only in accordance
      with authorizations of our management and our directors;
    and

        Reed’s, Inc.

          June 23,
2009

          Page 4
of 6

              ·

              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of our assets that could
      have a material effect on the financial
  statements.

    Because
of its inherent limitations, internal control over financial reporting can
provide only reasonable assurance and may not prevent or detect misstatements.
Further, because of changes in conditions, effectiveness of internal control
over financial reporting may vary over time. Our system contains self monitoring
mechanisms, and actions are taken to correct deficiencies as they are
identified.

    Our CEO
and CFO conducted an assessment of the effectiveness of our internal control
over financial reporting as of December 31, 2008 based on the framework in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). A material weakness is a
deficiency or a combination of deficiencies in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.

    Based
upon that assessment, we have identified the following material
weaknesses:

    Insufficient
disaster recovery or backup of core business functions

    Inadequate
backup of our critical data and software used by our business could cause loss
of financial data and business interruptions, should a disaster
occur.  We have implemented regular backup procedures for our data
relating to our financial reporting, which include off-site
storage.  We are planning to also install a remote server running the
software programs used for our financial reporting processes, so that we can
quickly recover our backup data and use it at a remote location, in the event of
a disaster.  We anticipate this additional measure to be completed in
the next quarter.

    Lack
of segregation of duties

    We have
limited staff in our corporate offices and, as such, there is a lack of
segregation of duties.  With the resignation of our Chief Financial
Officer in April 2008, our Chief Executive Officer assumed the duties of both
President and Chief Financial Officer.  Many functions, including
purchasing, accounts payable, bank reconciliations and month end closings, have
not been adequately segregated.  In January 2009, we hired a Chief
Financial Officer, adding to the management oversight of financial accounting
processes.  We now have separate individuals performing purchasing,
accounts payable processing, and bank reconciliations.  Our Chief
Financial Officer supervises and reviews the month end closing
process.  Our Chief Operating Officer oversees the cash
disbursements.  Checks are signed by the Chief Executive
Officer.  At this time, we believe that we have established adequate
segregation of duties to the extent possible with our small staff
size.  The close supervision and oversight by management also
mitigates the remaining weakness in internal controls resulting from a lack of
segregation of duties.

    Lack
of documented and reviewed system of internal control

    We have
an internal control weakness due to the lack of a documented and reviewed system
of internal controls.  We have determined that to perform the
processes and remediate this internal control deficiency, we will either need to
engage an internal control consultant or reassign existing
personnel.  We have started to enhance some of our key internal
control systems surrounding inventory purchasing and control, and to document
those changes; however, this process is on-going and the implementation of
policies and procedures may take several quarters.

        Reed’s,
Inc.

          June 23,
2009

          Page 5
of 6

As a
result of the material weaknesses described above, management concluded that, as
of December 31, 2008, we did not maintain effective internal control over
fina

CORRESP
1
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    reeds_corresp-062209.htm

    Reed’s
Inc.

    13000
South Spring

    Los
Angeles, California 90061

    Tel:
310-217-9400 Fax: 310-217-9411

    June 23,
2009

    Via
Edgar

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, NE

    Washington,
DC 20549

            Attention:

              John
      Reynolds, Esq.

              Edwin
      Kim, Esq.

              David
      Link, Esq.

            Re:

              Reed’s
      Inc.

              Registration
      Statement on Form S-3

              File
      No. 333-159298

              Filed
      May 15, 2009

    Gentlemen:

    The
following responses address the comments of the Staff (the “Staff”) as set forth
in its letter dated June 5, 2009 (the “Comment Letter”) relating to the
Registration Statement on Form S-3 (the “Registration Statement”) of Reed’s,
Inc. (“Reed’s” or the "Company")  On behalf of the Company, we respond
as set forth below.

    The numbers of the responses in this
letter correspond to the numbers of the Staff’s comments as set forth in the
Comment Letter.

    General

    1.           Please
revise to provide the missing information to comply with Instruction 7 of Form
S-3 regarding IB.6.

    Response:

    We have revised to include the
information required by Instruction 7 of Form S-3 regarding IB.6. See page iv of
the Registration Statement.

    Exhibits, page
39

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

    Response:

    We have revised to include the form of
the trust indenture agreement.

    Form 10-K for the fiscal
year ended December 31, 2008Filed on March 27, 2009 Item 9A.  Controls
and 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:

        1

              A.

              We
      note that your Management's Annual Report on Internal Control over
      Financial Reporting concludes 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 related to your "internal control
      procedures" or your "system of internal controls." Please clarify what:
      you are referring to when you reference those
  terms.

              B.

              Please
      provide a more detailed description of your remediation effects to address
      your material weaknesses related to your internal controls, over financial
      reporting. Your revised disclosure 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.

              C.

              Please
      advise us why you believe your disclosure controls and, procedures are
      effective given that 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.
      333­156908 Form S-3/A to address the Controls 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.

              Response:
      We have revised the disclosure in Item 9A to clearly differentiate between
      internal control over financial reporting and disclosure controls and
      procedures. Please see the attached proposed revised Item 9A. Subject to
      the Staff’s approval, we intend to file an amendment to the Company’s Form
      10-K to include the revised Item
9A.

              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.

    Response:
We intend to file an amendment to the Company’s Form 10-K to provide expanded
disclosure in Item 9A of the remediation efforts by the Company to address
material weaknesses related to its internal control over financial
reporting.

              6

              We
      note your response to comment 3C (comment 9 in our May 28, 2009 letter),
      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 is not
      effective. Please dearly indicate why your material weaknesses related to
      your internal control over financial reporting would not materially affect
      your disclosure controls and procedures. We may have further
      comment.

              Our
      assessment of our internal control over financial reporting, as covered
      under Item 308, resulted in the determination that we have several
      material weaknesses in our internal control over financial reporting,
      including each of (i) in our disaster or backup of core business
      functions, (ii) our segregation of duties and (iii) our documented and
      reviewed system of internal
control.

              Our disclosure controls and
      procedures include those components of internal control over financial
      reporting that provide reasonable assurances that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting
      principles.  However, our disclosure controls and procedures do
      not include certain components of internal control over financial
      reporting pertaining to the accurate recording of transactions and
      disposition of assets or to the safeguarding of assets. The particular components of
      internal control over financial reporting in which we detected material
      weaknesses; in our disaster or backup of core business functions; our lack
      of segregation of duties; and our lack of documented and reviewed system
      of internal control  are not components included in our
      disclosure controls and
procedures.

    Form S-3/A (File no.
333-156908) Filed on May 4, 2009

              7.

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

        2

              Response:
      We intend to address the remaining comments on the Company’s Form S-3/A
      (File no. 333-156908) in the near
future.

    We trust
that the foregoing appropriately addresses the issues raised by your recent
comment letter.

    Thank you
in advance for your prompt review and assistance.  If you have any
questions, please contact the undersigned or our Special Counsel, Marcelle S.
Balcombe or Gregory Sichenzia at Sichenzia Ross Friedman Ference LLP ((212)
930-9700).

    Very truly yours,

    Reed’s Inc.,

    /s/ James Linesch

    James Linesch

    Chief Financial Officer

        3

    Item
9A.   Controls and Procedures

    Disclosure
Controls and Procedures

    As of
December 31, 2008, the end of the period covered by this Annual Report on Form
10-K, we conducted an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e))
under the Exchange Act). Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31, 2008, our
disclosure controls and procedures were effective.

    Disclosure
controls are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, such as this report, is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Internal controls are
procedures which are designed with the objective of providing reasonable
assurance that our transactions are properly authorized, recorded and reported
and our assets are safeguarded against unauthorized or improper use, to permit
the preparation of our financial statements in conformity with generally
accepted accounting principles.

    We
identified certain matters that constitute material weakness (as defined under
the Public Company Accounting Oversight Board Auditing Standard No. 2) in our
internal control over financial reporting as discussed on Management’s Report on
Internal Control Over Financial Reporting below.

    Management’s
Report on Internal Control over Financial Reporting

    Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Our internal control over financial
reporting is a process, under the supervision of our Chief Executive Officer and
Chief Financial Officer, designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial
statements for external purposes in accordance with accounting principles
generally accepted in the United States of America.

    Our
internal control over financial reporting include those policies and procedures
that:

              ·

              pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect our transactions and dispositions of our
      assets;

              ·

              provide
      reasonable assurance that our transactions are recorded as necessary to
      permit preparation of our financial statements in accordance with
      accounting principles generally accepted in the United States of America,
      and that our receipts and expenditures are being made only in accordance
      with authorizations of our management and our directors;
    and

              ·

              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of our assets that could
      have a material effect on the financial
  statements.

    Because
of its inherent limitations, internal control over financial reporting can
provide only reasonable assurance and may not prevent or detect misstatements.
Further, because of changes in conditions, effectiveness of internal control
over financial reporting may vary over time. Our system contains self monitoring
mechanisms, and actions are taken to correct deficiencies as they are
identified.

    Our CEO
and CFO conducted an assessment of the effectiveness of our internal control
over financial reporting as of December 31, 2008 based on the framework in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). A material weakness is a
deficiency or a combination of deficiencies in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.

    Based
upon that assessment, we have identified the following material
weaknesses:

    Insufficient
disaster recovery or backup of core business functions

    Inadequate
backup or our critical data and software used by our business could cause loss
of financial data and business interruptions, should a disaster
occur.  We have implemented regular backup procedures for our data
relating to our financial reporting, which include off-site
storage.  We are planning to also install a remote server running the
software programs used for our financial reporting processes, so that we can
quickly recover our backup data and use it at a remote location, in the event of
a disaster.  We anticipate this additional measure to be completed in
the next quarter.

        4

    Lack
of segregation of duties

    We have
limited staff in our corporate offices and, as such, there is a lack of
segregation of duties.  With the resignation of our Chief Financial
Officer in April 2008, our Chief Executive Officer assumed the duties of both
President and Chief Financial Officer.  Many functions, including
purchasing, accounts payable, bank reconciliations and month end closings, have
not been adequately segregated.  In January 2009, we hired a Chief
Financial Officer, adding to the management oversight of financial accounting
processes.  We now have separate individuals performing purchasing,
accounts payable processing, and bank reconciliations.  Our Chief
Financial Officer supervises and reviews the month end closing
process.  Our Chief Operating Officer oversees the cash
disbursements.  Checks are signed by the Chief Executive
Officer.  At this time, we believe that we have established adequate
segregation of duties to the extent possible with our small staff
size.  The close supervision and oversight by management also
mitigates the remaining weakness in internal controls resulting from a lack of
segregation of duties.

    Lack
of documented and reviewed system of internal control

    We have
an internal control weakness due to the lack of a documented and reviewed system
of internal controls.  We have determined that to perform the
processes and remediate this internal control deficiency, we will either need to
engage an internal control consultant or reassign existing
personnel.  We have started to enhance some of our key internal
control systems surrounding inventory purchasing and control, and to document
those changes; however, this process is on-going and the implementation of
policies and procedures may take several quarters.

    As a
result of the material weaknesses described above, management concluded that, as
of December 31, 2008, we did not maintain effective internal control over
financial reporting based on the criteria established in Internal Control – Integrated
Framework, issued by COSO.

    This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.

    Changes in Internal Controls Over Financial
Reporting

    During
the year ended December 31, 2008, there were no changes in our internal control
over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act)
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

    5

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

CORRESP
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    reeds_corres-060209.htm

    REED’S,
INC.

    13000
South Spring Street

    Los
Angeles, California 90061

    (310) 217-9400

    June 2,
2009

    John
Reynolds

    Assistant
Director

    Office of
Beverages, Apparel and Healthcare Services

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

              RE:

              Reed’s
      Inc.

                Registration
      Statement on Form S-3/A

                File
      No. 333-156908

                Filed
      May 4, 2009

    Dear Mr.
Reynolds:

    On behalf
of Reed’s, Inc.  (the “Company” or “Reed’s”), set forth below are the
Company’s partial responses to the comments received from the staff (“Staff”) of
the Securities and Exchange Commission in the letter dated May 28,
2009.  We are addressing comments 7-9 concerning the Company’s annual
report on Form 10K for the fiscal year ended December 31, 2008, filed March 27,
2009 ( “2008 10K”) and intend to address the remaining comments under separate
cover. We have reproduced the Staff’s comments in bold type for your convenience
and have followed the comment with the Company’s response.  References
in this letter to “we”, “our”, or “us” mean the Company or its advisors, as the
context may require.

              7.

              We
      note that your Management’s Annual Report on Internal Control over
      Financial Reporting concludes your system of internal control over
      financial reporting was ineffective as of December 31, 2008.
      Throughout  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
      your “internal control procedures” or your “system of internal
      controls”.  Please clarify what you are referring to when you
      reference these terms.

    Response:  Throughout
our disclosure, the references to “internal control procedures” and “system of
internal controls” refer to our disclosure controls and procedures over
financial reporting as defined in Rules 13a- 15(e) and 15d- 15(e) under the
Exchange Act, and based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”).

              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 disclosure 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.

    Response:
With regard to our remediation efforts to address our material weaknesses
relating to controls over financial reporting:

              ·

              Insufficient
      disaster recovery or backup of core business
      functions.  We have implemented regular backup procedures
      for our data relating to our financial reporting, which include off-site
      storage.  We are planning to also install a remote server
      running the software programs used for our financial reporting processes,
      so that we can quickly recover our backup data and use it at a remote
      location, in the event of a disaster.  We anticipate this
      additional measure to be completed in the next
  quarter.

              ·

              Lack of
      segregation of duties.  We have limited staff in our
      corporate offices and, as such, there is a lack of segregation of
      duties.  With the resignation of our Chief Financial Officer in
      April 2008, our Chief Executive Officer assumed the duties of both
      President and Chief Financial Officer.  Many functions,
      including purchasing, accounts payable, bank reconciliations and month end
      closings, have not been adequately segregated.  In January 2009,
      we hired a Chief Financial Officer, adding to the management oversight of
      financial accounting processes.  We now have separate
      individuals performing purchasing, accounts payable processing, and bank
      reconciliations.  Our Chief Financial Officer supervises and
      reviews the month end closing process.  Our Chief Operating
      Officer oversees the cash disbursements.  Checks are signed by
      the Chief Executive Officer.  At this time, we believe that we
      have established adequate segregation of duties to the extent possible
      with our small staff size.  The close supervision and oversight
      by management also mitigates the remaining weakness in internal controls
      resulting from a lack of segregation of
duties.

              ·

              Lack of
      documented and reviewed system of internal control.  We
      have a material weakness due to the lack of a documented and reviewed
      system of internal controls.  We have determined that to perform
      the processes and remediate this internal control deficiency, we will
      either need to engage an internal control consultant or reassign existing
      personnel.  We have started to enhance some of our key internal
      control systems surrounding inventory purchasing and control, and to
      document those changes; however, this process is on-going and the
      implementation of policies and procedures may take several
      quarters.

              9.

              Please
      advise us why you believe your disclosure controls and procedures are
      effective given that your internal control over financial reporting is
      ineffective.

    Response:  We
believe that our disclosure controls and procedures are effective, despite our
identified weaknesses in internal control procedures.  Due to the
small size of our Company and our financial reporting staff, we are able to
closely supervise the procedures surrounding the compilation of data leading to
our financial reporting.  We believe that material misstatements would
be detected and corrected as they occur.

    We respectfully submit that our
conclusions that our disclosure controls and procedures are effective and our
responses herein do not necessitate that an amendment to our 2008 10K be
filed.

    We hope
that the information contained in this letter satisfactorily addresses comments
7-9 issued by the Staff.  Please do not hesitate to contact Ruba
Qashu, Esq. by telephone at  (949) 355-5405 or by facsimile at (949)
759-7533.

                Sincerely,

                /s/ James Linesch

                James
      Linesch

                Chief
      Financial Officer

                Reed’s,
      Inc.

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

CORRESP
1
filename1.htm

    reeds_corresp-050109.htm

    REED’S,
INC.

    13000
South Spring Street

    Los
Angeles, California 90061

    (310) 217-9400

    May  4,
2009

    VIA
FEDERAL EXPRESS

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F.
Street, N.E.

    Washington,
D.C. 20549-6010

              Attn:

              John
      Reynolds

              Assistant
      Director

              Office
      of Beverages, Apparel and Healthcare
Services

              Re:

              Reed’s, Inc.

              Registration
      Statement on Form S-1

              File
      No. 333-156908

              Filed
      January 23, 2009

    Dear Mr.
Reynolds:

    On behalf
of Reed’s, Inc.  (the “Company” or “Reed’s”), set forth below are the
Company’s responses to the comments received from the staff (“Staff”) of the
Securities and Exchange Commission in the letter dated February 22,
2009.  We have reproduced the Staff’s comments in bold type for your
convenience and have followed the comment with the Company’s
response.  References in this letter to “we”, “our”, or “us” mean the
Company or its advisors, as the context may require.

    General

    1.           We
note that your registration statement appears to be incomplete with many blank
spaces and missing terms as they become known.  We may have further
comment.

    Response:  We
acknowledge that you may have further comment until the registration statement
is complete.

    2.           Please
clarify when the board will set the subscription price and the duration of the
exercise period for the stock rights.

    Mr. John
Reynolds

    Securities
and Exchange Commission

    May 4,
2009

    Page 2 of
4

    Response:  The
subscription price has been set at $10.00 per share of Series B
Preferred.  The duration of the exercise period shall be set prior to
effectiveness of the Registration Statement on Form S-3.

    3.           Please
revise to indicate the maximum number of rights that can be exercised under this
stock rights offering.  It appears that the maximum is 4,444,444
shares of common stock, which is $10,000,000 divided by the minimum allowable
exercise price of $2.25 per share.  If true, please revise your cover
page and other appropriate areas of your registration statement to include this
figure, along with the number of shares outstanding that are eligible to receive
stock rights to purchase one share of common stock.

    Response: We have revised our
disclosure to incorporate this information with regards to the new offering
terms.

    4.           Since
there are approximately 9 million shares of common stock outstanding of your
stock, please clarify in the appropriate places in your registration statement
how the shares underlying the stock rights will be allocated if more than
4,444,444 shares are exercised in the basic subscription right prior to the
over-subscription pro rata scheme described on page 87.  Similarly,
please clarify how Maxim’s warrant affects exercise of the stock rights if
either the basic subscription or over-subscription rights are oversubscribed by
shareholders of the stock rights in this offering.

    Response:  The
terms of the offering have been revised.  As such, the basic
subscription rights may no longer be over-susbcribed and Maxim is no longer
involved in this offering.

    5.           We
note your disclosure in a number of instances that “unless our board of
directors waives the maximum offering amount, we will raise no more than
$10,000,000 in this offering.”  We note that you have registered a
maximum of $10,000,000 of securities pursuant to this registration
statement.  Supplementally advise how the company plans on raising
more than $10,000,000 in the offering given the amount of securities registered
on its Form S-1.  We may have further comment.

    Response:  The
terms of the offering have been revised.  We are registering150,000
shares of Series B Preferred at an offering price of $10.00 per
share.  The maximum offering amount is $1,500,000. We will not raise
more than $1,500,000 in this offering.

    6.           Please
clarify whether the board of directors may extend the stock rights offering
beyond 20 days of the original expiration date and under what circumstances it
may do so.

Response:  The
Board of Directors may extend the rights offering if the offering is
undersubscribed, at their sole discretion. We have revised our disclosure
accordingly.

        2

    Mr. John
Reynolds

    Securities
and Exchange Commission

    May 4,
2009

    Page 3 of
4

    7.           On page 86, you indicate that the
subscription rights will not be listed for trading on any stock exchange or
market.  We note, however, on the cover page, page 3, and page 12 seem
to indicate that the rights are transferable and will be
listed.  Please revise to clarify or remove this inconsistency.

    Response:  Due to
the revised terms of the offering, the rights are no longer
transferable.  We have revised our disclosures for consistency
accordingly.

    8.           We
note your statement that the stock rights will be listed on the NASDAQ Capital
Market, please advise us whether they have been approved for listing by Nasdaq
and/or whether you plan on filing a Form 8-A.

      Response: Due to revised
offering terms, the rights will not be listed on NASDAQ. We have revised our
disclosures accordingly.

      9.           We
note that as of today your common stock price is $1.13 per share, substantially
below the minimum exercise price of $2.25 per share.  We also note
your disclosure that the price per share will not be less than $2.25 unless
waived by our board of directors.  Please advise us how this will
impact your offering or the timing of your offering.

      Response:  We have
revised the offering to provide for the sale of Series B Preferred in lieu of
common stock.

      Cover
Page

      10.           Please
clarify here and other appropriate places in the registration statement that in
order to receive any over-subscription rights, the shareholder must: 1) exercise
their entire allotment of basic subscription rights; 2) that the exercise price
for both the basic and over-subscription rights is the same amount; and 3) that
the over-subscription rights must be exercised at the same time as the basic
subscription rights.

      Response:  We have
revised our disclosure accordingly.

    Reed’s, Inc. Condensed
Balance Sheets, F-1

    11.           Please
revise to include an audited balance sheet for the fiscal year ended December
31, 2006 in accordance with Rule 8-02 of Regulation S-X.

    Response:  No
longer applicable.

        3

    Mr. John
Reynolds

    Securities
and Exchange Commission

    May 4,
2009

    Page 4 of
4

    Exhibits, page
II-4

    12.
We note the Form of Dealer-Manager Agreement by and between Reed’s, Inc. and
Maxim Group LLC and other exhibits have yet to be filed.  We require
sufficient time to review these documents prior to your request for acceleration
and may have further comment.  Please file all missing exhibits with
your next amendment.

    Response:  We will
file all missing exhibits with our next amendment.

    * * * * *
* *

    We hope
that the information contained in this letter satisfactorily addresses the
comments by the Staff.  Please do not hesitate to contact Ruba Qashu,
Esq. by telephone at  (949) 355-5405 or by facsimile at (949)
759-7533.

              Sincerely,

              REED’S,
      INC.

              /s/ Christopher J. Reed

              Christopher
      J. Reed

              Chief
      Executive Officer

    4

Mail Stop 3561
February 22, 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-1
  File No. 333-156908   Filed January 23, 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 note that your registration statement appears to be incomplete with many blank spaces and missing terms as to your stock rights offering.  Please revise to include the missing terms as they b ecome known.   We may have further
comment.
 2. Please clarify when the board will set th e subscription price and the duration of
the exercise period for the stock rights.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
February 22, 2009
Page 2

3. Please revise to indicate the maximum nu mber of rights that can be exercised
under this stock rights offering.  It ap pears that the maximum is 4,444,444 shares
of common stock, which is $10,000,000 di vided by the minimum allowable
exercise price of $2.25 per share.  If true , please revise your cover page and other
appropriate areas of your regi stration statement to include  this figure, along with
the number of shares outstanding that are eligible to receive stock rights to
purchase one share of common stock.
 4. Since there are approximately 9 million shares of common stock outstanding of
your stock, please clarify in the appropria te places in your registration statement
how the shares underlying the stock right s will be allocated if more than
4,444,444 shares are exercised in the basic subscription right prior to the over-
subscription pro rata scheme described on pa ge 87.  Similarly, please clarify how
Maxim’s warrant affects exercise of th e stock rights if either the basic
subscription or over-subscription rights are oversubscribed by shareholders of the
stock rights in this offering.
 5. We note your disclosure in a number of instances that “unless our board of
directors waives the maximum offeri ng amount, we will raise no more than
$10,000,000 in this offering.”  We note that  you have registered a maximum of
$10,000,000 of securities pursuant to this re gistration statement.  Supplementally
advise us how the company plans on raising more than $10,000,000 in the offering given the amount of securities re gistered on its Form S-1.  We may have
further comment.
 6. Please clarify whether the board of direct ors may extend the stock rights offering
beyond 30 days of the original expiration date and under what circumstances it
may do so.
 7. On page 86, you indicate that the subscrip tion rights will not be listed for trading
on any stock exchange or market.  We note, however, on the cover page, page 3,
and page 12 seem to indicate that the ri ghts are transferable and will be listed.
Please revise to clarify or remove this inconsistency.
 8. We note your statement that the stoc k rights will be listed on the NASDAQ
Capital Market, please advise us whethe r they have been approved for listing by
Nasdaq and/or whether you plan on filing a Form 8-A.
 9. We note that as of today your common stock price is $1.13 per share, substantially below the minimum exercise price of $2.25 per share.  We also note
your disclosure that the price per share will not be less than $2.25 unless waived
by our board of directors.  Please advise us how this will impact your offering or
the timing of your offering.

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
February 22, 2009
Page 3

Cover Page

10. Please clarify here and other appropriate places in the registration statement that in order to receive any over-subscription ri ghts, the shareholder must: 1) exercise
their entire allotment of basic subscription rights; 2) that the exercise price for both the basic and over-subs cription rights is the same  amount; and 3) that the
over-subscription rights must be exercise d at the same time as the basic
subscription rights.

Reed’s, Inc. Condensed Balance Sheets, F-1

11. Please revise to include an  audited balance sheet for the fiscal year ended
December 31, 2006 in accordance with Rule 8-02 of Regulation S-X.
 Exhibits, page II-4

 12. We note the Form of Dealer-Manager Agreement by and between Reed’s, Inc.
and Maxim Group LLC and other exhibits ha ve yet to be filed.  We require
sufficient time to review these documents prior to your request for acceleration and may have further comment.  Please file  all missing exhibits with your next
amendment.
 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:

Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
February 22, 2009
Page 4

‚ 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
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 me at (202) 551-3790 with any
questions.

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

cc: Peter Hogan, Esq.
Ruba Qashu, Esq.
Richardson & Patel, LLP
       FAX: (310) 208-1154

CORRESP
1
filename1.htm

    REED’S,
      INC.

    13000
      SOUTH SPRING STREET

    LOS
      ANGELES, CA 90061

    November
      19, 2008

    VIA
      EDGAR

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      First
      Street, N.E.

    Washington,
      D.C. 20249

              Attn:

              John
                Reynolds, Assistant Director

              Damon
                Colbert, Staff Attorney

              RE:

              Reed’s,
                Inc.

              Post-Effective
                Amendment No. 2 to Registration Statement on Form S-1

              Filed
                on October 31, 2008

              File
                No. 333-146012

    Gentlemen:

    Set
      forth
      below are the Company’s responses to the comments received from the staff
      (“Staff”) of the Securities and Exchange Commission in the letter dated November
      10, 2008. We have reproduced the Staff’s comments for your convenience and have
      followed the comment with the Company’s response. References in this letter to
“we”, “our”, or “us” mean the Company or its advisors, as the context may
      require. Capitalized terms not defined herein have the meaning set forth in
      the
      Registration Statement.

    Risk
      Factors, page 5

    1. We
      note
      your response to comment one of our letter dated August 21, 2008 and the revised
      disclosure on page 15. Please revise where appropriate to summarize the status
      of the remediation efforts described on pages 38 and 39 of your Form 10-KSB
      filed April 15, 2008. For example, in your Form 10-KSB, you describe remediation
      efforts for different systems, reviews, procedures, and other items with
      anticipated completion dates ranging from the second quarter of 2008 to the
      fourth quarter of 2008. Please revise your registration statement to briefly
      describe the status of these efforts.

    Response:
      We have
      revised our registration statement accordingly.

    Form
      10-KSB/A for Fiscal Year Ended December 31, 2007

    Page
      1 of 2

    Exhibits

    2. We
      note
      that you changed the term “internal control over financial reporting” to
“internal controls” in the certification required by Exchange Act Rule
      13a-14(a). In future filings, the certification should comply fully with Item
      601(b)(31)(i) of Regulation S-K.

    3. Response:
      We
      have
      made note of your comment. In future filings, the certification will comply
      fully with Item 601(b)(31)(i) of Regulation S-K.

    If
      you
      have any questions or further comments, please do not hesitate to contact the
      undersigned or Ruba Qashu at (310) 208-1182 or via fax at (310)
      208-1154.

              Sincerely,

              REED’S,
                INC.

              /s/
                Christopher J. Reed

              Christopher
                J. Reed

              Chief
                Executive Officer

    Page 2
      of 2

CORRESP
1
filename1.htm

      Unassociated Document

    REED’S,
      INC.

    13000
      SOUTH SPRING STREET

    LOS
      ANGELES, CA 90061

    November
      19, 2008

    VIA
      EDGAR
      AND FACSIMILE

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      First
      Street, N.E.

    Washington,
      D.C. 20249

    Fax:
      (202) 772-9206

              Attn:

              John
                Reynolds, Assistant Director

              Damon
                Colbert, Staff Attorney

              Re:

              Reed’s,
                Inc.

              Registration
                Statement on Form S-1

              File
                No. 333-146012

    Gentlemen:

    Reed’s,
      Inc. (the “Company”) hereby requests that the Securities and Exchange Commission
      (the “Commission”) take appropriate action to make the above-captioned
      registration statement be ordered effective at 10:00 a.m. (E.S.T.) on Monday,
      November 24, 2008 or as soon as practicable thereafter.

    The
      Company acknowledges that:

    1. should
      the Commission or the staff, acting pursuant to delegated authority, declare
      the
      filing effective, it does not foreclose the Commission from taking any action
      with respect to the filing;

    2. 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

    3. the
      Company may not assert 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.

    Page
      1 of
      2

    If
      you
      have any questions or further comments, please do not hesitate to contact the
      undersigned or Ruba Qashu at (310) 208-1182 or via fax at (310)
      208-1154.

              Sincerely,

              REED’S,
                INC.

              /s/
                Christopher J. Reed

              Christopher
                J. Reed

              Chief
                Executive Officer

    Page
      2 of
      2

Mail Stop 3561
November 10, 2008
 Christopher J. Reed Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA  90061
Re: Reed’s, Inc.
Post-Effective Amendment No. 2 to Registration Statement on Form
S-1 Filed October 31, 2008
  File No. 333-146012   Form 10-KSB/A for Fiscal Year Ended
December 31, 2007 Filed October 6, 2008 File No. 001-32501

Dear Mr. Reed:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents 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 filings.  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.

Christopher J. Reed
Reed’s, Inc. November 10, 2008 Page 2   Risk Factors, page 5

  1. We note your response to comment one of  our letter dated August 21, 2008 and
the revised disclosure on page 15.  Please revise where approp riate to summarize
the status of the remediation efforts described on pages 38 and 39 of your Form
10-KSB filed April 15, 2008.  For example, in your Form 10-KSB, you describe remediation efforts for different systems,  reviews, procedures, and other items
with anticipated completion dates ranging from the second quarter of 2008 to the fourth quarter of 2008.  Please revise your registration statement to briefly
describe the status of these efforts.
  Form 10-KSB/A for Fiscal Year Ended December 31, 2007

 Exhibits

  2. We note that you changed the term “inter nal control over fina ncial reporting” to
“internal controls” in the certification re quired by Exchange Act Rule 13a-14(a).
In future filings, the certification should  comply fully with Item 601(b)(31)(i) of
Regulation S-K.

* * * * *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

Christopher J. Reed
Reed’s, Inc. November 10, 2008 Page 3
Please contact Damon Colbert at (202 ) 551-3581 or James Lopez at (202) 551-
3536 with any questions.

     S i n c e r e l y ,          John Reynolds      A s s i s t a n t  D i r e c t o r

 cc: Peter V. Hogan, Esq.
Ruba Qashu, Esq.
Fax:  (310) 208-1154

CORRESP
1
filename1.htm

      Unassociated Document

    Reed’s,
      Inc.

    13000
      South Spring Street

    Los
      Angeles, CA 90061

    October
      6, 2008

    VIA
      EDGAR

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      First
      Street, N.E.

    Washington,
      D.C. 20249

    Attn:
      Damon Colbert, Division of Corporation Finance

            RE:

              Reed’s,
                Inc. (the “Company”)

                Post-effective
                  amendment to Form S-1

                Filed
                  July 28, 2008

                File
                  No. 333-1146012

                Form
                  10-KSB for Fiscal Year Ended

                December
                  31, 2007

                Filed
                  April 15, 2008

                File
                  No. 001-32501

    Dear
      Mr.
      Colbert,

    Set
      forth
      below are the Company’s responses to the comments received from the staff
      (“Staff”) of the Securities and Exchange Commission in the letter dated August
      21, 2008. We have reproduced the Staff’s comments for your convenience and have
      followed the comment with the Company’s response. References in this letter to
“we”, “our”, or “us” mean the Company or its advisors, as the context may
      require. Capitalized terms not defined herein have the meaning set forth in
      the
      Registration Statement.

    Risk
      Factors, page 5

            1.

              Your
                risk factor on page 14 appears to state a generic risk regarding
                your
                system of internal control over financial reporting, including statements
                indicating that management “may” conclude that your system is ineffective.
                But your Form 10-KSB for the period ended December 31, 2007 indicates
                that
                management has concluded that your system of internal control over
                financial reporting was ineffective as of December 31, 2007. Please
                revise
                this risk factor to disclose management’s conclusion that your internal
                control over financial reporting was ineffective and provide a brief
                description of the material deficiencies, as disclosed beginning
                on page
                37 of your annual report on Form 10-KSB for the fiscal year ended
                December
                31, 2007.

    Response:
      We will
      revise this risk factor to identify weaknesses in our internal control
      procedures. Please note however, as disclosed in our Form 10-KSB, despite the
      lack of the complete implementation of recommended improvements to the
      identified weaknesses in our internal control procedures, our Chief Executive
      Officer and Chief Financial Officer concluded that, as of December 31, 2007,
      such disclosure controls and procedures were
      effective
      to
      ensure that information required to be disclosed by us in the reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in the rules and forms of the SEC, and
      accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate to allow timely decisions
      regarding required disclosure.

    Form
      10-KSB for Fiscal Year Ended December 31, 2007

    Exhibits

            2.

              We
                note that your filed your Principal Executive Officer and Principal
                Financial Officer certifications under Item 601(b)(31) of Regulations
                S-B.
                Please revise these certifications to include the introductory language
                of
                paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31)
                of
                Regulation S-K.

    Response:
      We are
      concurrently filing a Form 10KSB/A and have revised the certifications
      accordingly.

    If
      you
      have any questions or further comments, please do not hesitate to contact the
      undersigned or Ruba Qashu at (310) 208-1182 or via fax at (310)
      208-1154.

              Very
                truly yours,

              REED’S,
                INC.

            By:
            /s/
              Christopher J. Reed

              Christopher
              J. Reed

            Chief
              Executive Officer

Mail Stop 3561
August 21, 2008
 Christopher J. Reed Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA  90061
Re: Reed’s, Inc.
  Post-effective amendment to Form S-1
Filed July 28, 2008
  File No. 333-146012   Form 10-KSB for Fiscal Year Ended
December 31, 2007 Filed April 15, 2008 File No. 001-32501

Dear Mr. Reed:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents 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 filings.  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.
 Risk Factors, page 5

  1. Your risk factor on page 14 appears to st ate a generic risk regarding your system
of internal control over financial repor ting, including statements indicating that
management “may” conclude that your system is ineffective.  But your Form 10-KSB for the period ended December 31, 2007 indicates that management has
concluded that your system of internal  control over financial reporting was

Christopher J. Reed
Reed’s, Inc. August 21, 2008 Page 2
ineffective as of December 31, 2007.  Please revise this risk fa ctor to disclose
management’s conclusion that your inte rnal control over financial reporting was
ineffective and provide a brief descrip tion of the material deficiencies, as
disclosed beginning on page 37 of your annual report on Form 10-KSB for the
fiscal year ended December 31, 2007.
  Form 10-KSB for Fiscal Y ear Ended December 31, 2007

 Exhibits

  2. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certifications under Item 601(b)(3 1) of Regulation S-B.  Please revise
these certifications to include the intr oductory language of paragraph 4 and the
language of paragraph 4(b) of Item  601(b)(31) of Regulation S-K.

* * * * *

As appropriate, please amend your filings in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments a nd responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the amended registration statemen t to be certain that the filing includes all
information required under the Securities Ac t of 1933 and that they have provided all
information investors require for an inform ed investment decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

Before the amended registration statemen t is declared effective pursuant to
Section 8 of the Securities Act, the co mpany should provide us with a letter,
acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

Christopher J. Reed
Reed’s, Inc. August 21, 2008 Page 3
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal secu rities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your fili ngs or in response to our comments on your filings.
 Please contact Damon Colbert at (202 ) 551-3581 or David Link at (202) 551-3356
with any questions.

     S i n c e r e l y ,          John Reynolds      A s s i s t a n t  D i r e c t o r

 cc: Peter V. Hogan, Esq.
Ruba Qashu, Esq. Fax:  (310) 208-1154

Mail Stop 3561                  October 12, 2007  Christopher J. Reed  Chief Executive Officer  Reed’s, Inc.  13000 South Spring Street  Los Angeles, CA  90061
 Re:  Reed’s, Inc.
  Registration Statement on Form SB-2
  Filed September 12, 2007   File No. 333-146012
Dear Mr. Reed:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form SB-2

 Calculation of Registration Fee

1. We note your indication in footnote (2) th at you have calculated the registration
fee according to the price paid originally  for such securities, even though you also
refer to Rule 457(c).  Tell us why you did not rely upon the method set forth in
Rule 457(c), which refers to the average of the bid and asked prices of securities traded over-the-counter.

Christopher J. Reed
Reed’s, Inc.
October 12, 2007 Page 2  Selling Stockholders, page 13

2. You indicate that “[i]nformation coveri ng the selling stockholder may change
from time to time and changed information will be presented in a supplement to this prospectus.”  Revise to indicate that you will make such changes by post-
effective amendment or tell us why you belie ve it is appropriate to make changes
to your selling stockholders via a prospectus supplement.
3. We note that some of the selling share holders are non-natural persons.  Please
disclose the natural persons who exercise  sole or shared vot ing or investment
power over the entity.  If any of the en tities listed are public entities, majority-
owned subsidiaries of public entities or registered investment companies, please
disclose this by way of footnote.  See Interpretation 60 under Section I.
Regulation S-K in the Division of Cor poration Finance’s Manual of Publicly
Available Telephone Interpre tations (July 1997).

Undertakings, page II-3

4. Please revise to include the undertakings in Item 512(g)(2) of Regulation S-B.
 Legality Opinion – Exhibit 5.1

5. We also note that the legal opinion refers to the “General Corporation Law of the
State of Delaware.”  Please have counsel confirm for us in writing that the legality
opinion concurs with our understanding th at the reference and limitation to the
Delaware General Corporation Law includes the statutory provisions and also all
applicable provisions of the Delaware C onstitution and the reported judicial cases
interpreting those laws cu rrently in effect.

Form 10-QSB for the period ended June 30, 2007
 Evaluation of Disclosure Controls and Procedures

6. We note your disclosure indicates that  your management “recognized that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired c ontrol objectives…”   In
future filings, please revise your disclosu re to state clearly, if true, that your
disclosure controls and procedures are designed to provide reasonable assurance
of achieving their objectives and that  your principal executive officer and
principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level.  In the alternative, please remove
the reference to the level of  assurance of your disclosure  controls and procedures.
Please refer to Section II.F.4 of Manageme nt’s Reports on Internal Control Over

Christopher J. Reed
Reed’s, Inc.
October 12, 2007 Page 3
Financial Reporting and Certif ication of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238.

*   *   *   *   *

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 filings reviewed by the staff to be certain that the filing includes all information required under the Securities Act of 1933 and they have provided all
information investors require for an inform ed investment decision.  Since the company
and its management are in possession of all f acts 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 ev ent 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 pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, 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 and the declaration of
effectiveness as a defense in any pr oceeding 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
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 a confirmation of th e fact that those reque sting 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

Christopher J. Reed
Reed’s, Inc. October 12, 2007 Page 4  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.
 You may contact Mara Ransom, Legal Bran ch Chief, at (202) 551-3264, or me at
(202) 551-3725 with any questions.
Sincerely,

H. Christopher Owings Assistant Director

cc via facsimile:

Jeffrey P. Berg, Esq. (310) 820-8859

CORRESP
1
filename1.htm

    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel.
      No.
      310-217-9400

    November
      6, 2007

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      DC 20549-0404

    Attn:
      Mara L. Ransom, Legal Branch Chief

    Re:  Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    (File
      No. 333-146012)

    Dear
      Ms.
      Ransom:

    Reed’s,
      Inc. (the “Company”) is requesting by separate correspondence the effectiveness
      of the above-referenced Registration Statement on Form SB-2 (File No.
      333-146012).

    As
      requested in the Staff's correspondence, dated October 12, 2007, in connection
      with such request for acceleration, Reed’s, Inc. hereby acknowledges the
      following:

              ·

              should
                the Commission or the Staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the 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 and 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.

    We
      have
      sent you a corresponding letter requesting that the effectiveness of the
      above-referenced Registration Statement be accelerated to Friday, November
      9,
      2007 at 10:00 a.m. (Eastern Time), or as soon thereafter as is
      practicable.

    Please
      contact me at (310) 217-9400 or Jeffrey P. Berg of Baker & Hostetler LLP at
      (310) 820-8800 if you have any further questions.

            REED’S,
              INC.

            By:
            /s/ Christopher J. Reed

              Christopher
                J. Reed

              Chief
                Executive Officer

            cc:

              JEFFREY
                P. BERG, ESQ.

CORRESP
1
filename1.htm

    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel.
      No.
      310-217-9400

    November
      6, 2007

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      DC 20549-0404

    Attn:
      Mara L. Ransom, Legal Branch Chief

    Re:  Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    (File
      No. 333-146012)

    Dear
      Ms.
      Ransom:

    We
      hereby
      request that the effectiveness of the above-referenced Registration Statement
      on
      Form SB-2 (File No. 333-146012)
      be
      accelerated to Friday, November 9, 2007 at 10:00 a.m. (Eastern Time), or as
      soon
      thereafter as is practicable.

    Please
      contact me at (310) 217-9400 or Jeffrey P. Berg of Baker & Hostetler LLP at
      (310) 820-8800 if you have any further questions.

            REED’S,
              INC.

            By:
            /s/ Christopher
              J. Reed

              Christopher
                J. Reed

              Chief
                Executive Officer

            cc:

              JEFFREY
                P. BERG, ESQ.

CORRESP
1
filename1.htm

            November
              6,
              2007

              Jefffrey
                P. Berg

              Direct
                dial: 310.442.8850

              jberg@bakerlaw.com

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      DC 20549-0404

    Attn:
      Mara L. Ransom, Legal Branch Chief

    Re:  Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    (File
      No. 333-146012)

    Dear
      Ms.
      Ransom:

    Per
      our
      earlier conversation, Reed’s, Inc. is hereby requesting that the effectiveness
      of the Registration Statement on Form SB-2 (File No. 333-146012)
      be
      accelerated to Friday, November 9, 2007 at 10:00 a.m. (Eastern Time), or as
      soon
      thereafter as is practicable. We enclose copies of the Company’s request for
      acceleration and the additional acknowledgement letter, each dated as of
      November 6, 2007.

    Please
      contact me at (310) 820-8800 if you have any further questions.

              Very
                truly yours,

              /s/
                Jeffrey P. Berg

              Jeffrey
                P. Berg

              of
                BAKER & HOSTETLER LLP

    JPB/LC

            CC:

              CHRISTOPHER
                J. REED

                DAVID
                  M. KANE

CORRESP
1
filename1.htm

      Unassociated Document

        [BAKER
          & HOSTETLER LLP LETTERHEAD]

        November
          2, 2007

        United
          States Securities and Exchange Commission

      Division
        of Corporate Finance

      100
        F
        Street, N.E.

      Washington,
        DC 20549-0404

      Attn:
        Mara L. Ransom, Legal Branch Chief

      Re:
        Reed’s,
        Inc.

      Registration
        Statement on Form SB-2

      (File
        No. 333-146012)

      Form
        10-QSB for the Quarter Ended June 30, 2007

      (File
        No. 1-32501)

      Dear
        Ms.
        Ransom:

      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 (the “Commission”), dated October 12, 2007 (the “comment letter”)
        relating to the above-referenced Registration Statement on Form SB-2
        (File
        No. 333-146012)
        which
        was filed on September 12, 2007 and the Form 10-QSB which was filed on August
        20, 2007. The Company also has responded to the comment letter by the filing
        of
        the Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2/A
        (the “Amended Registration Statement”)
        with the
        Commission. The Amended Registration Statement has been filed electronically
        pursuant to EDGAR, and we will provide you with an additional copy, marked
        to
        show all changes.

      The
        following responses correspond to the numbered paragraphs in your comment
        letter. The responses and undertakings contained in this letter are the
        positions of the Company, except as reflected in the response to your Comment
        5
        regarding the opinion of this firm included as Exhibit 5.1 to the Amended
        Registration Statement. For your convenience, we have set forth each comment
        in
        bold typeface and included the Company’s response below the relevant
        comment:

        United
          States Securities and Exchange Commission

        Mara
          L.
          Ransom, Legal Branch Chief

        November
          2, 2007

        Page
          2

      Registration
        Statement on Form SB-2

      Calculation
        of Registration Fee

                1.

                We
                  note your indication in footnote (2) that you have calculated the
                  registration fee according to the price paid originally for such
                  securities, even though you also refer to Rule 457(c). Tell us
                  why you did
                  not rely upon the method set forth in Rule 457(c), which refers
                  to the
                  average of the bid and asked prices of securities traded
                  over-the-counter.

      In
        response to your comments, the Company has recalculated the registration
        fee
        based on the closing market price of the Company’s common stock on September 11,
        2007, the date immediately preceding the initial filing date of the Registration
        Statement.

      Selling
        Stockholders, page 13

                2.

                You
                  indicate that “[i]formation covering the selling stockholder may change
                  from time to time and changed information will be presented in
                  a
                  supplement to this prospectus.” Revise to indicate that you will make such
                  changes by post-effective amendment or tell us why you believe
                  it is
                  appropriate to make changes to your selling stockholders via a
                  prospectus
                  supplement.

      In
        response to your comments, the Company has revised the Registration Statement
        in
        accordance with your comments concerning changes to information regarding
        the
        selling stockholders.

                3.

                We
                  note that some of the selling shareholders are non-natural persons.
                  Please
                  disclose the natural persons who exercise sole or shared voting
                  or
                  investment power over the entity. If any of the entities listed
                  are public
                  entities, majority-owned subsidiaries of public entities or registered
                  investment companies, please disclose this by way of footnote.
                  See
                  Interpretation 60 under Section I. Regulation S-K in the Division
                  of
                  Corporation Finance’s Manual of Publicly Available Telephone
                  Interpretations (July
                  1997).

      In
        response to your comments, the Company has revised the Registration Statement
        in
        accordance with your comments in the footnotes to the Selling Stockholders
        table.

      Undertakings,
        page II-3

                4.

                Please
                  revise to include the undertakings in Item 512(g)(2) of Regulation
                  S-B.

      In
        response to your comments, the Company has included the additional undertakings
        in Item 512(g) of Regulation S-B.

        United
          States Securities and Exchange Commission

        Mara
          L.
          Ransom, Legal Branch Chief

        November
          2, 2007

        Page
          3

      Legality
        Opinion - Exhibit 5.1

                5.

                We
                  also note that the legal opinion refers to the “General Corporation Law of
                  the State of Delaware.” Please have counsel confirm for us in writing the
                  legality opinion concurs with our understanding that the reference
                  and
                  limitation to the Delaware General Corporation Law includes the
                  statutory
                  provisions and also all applicable provisions of the Delaware Constitution
                  and the reported judicial cases interpreting those laws currently
                  in
                  effect.

      In
        response to your comments, the Company has filed a revised opinion of counsel
        (Exhibit
        5.1)
        in
        accordance with your comments. Our firm hereby confirms your understanding
        that
        the reference to the “Delaware General Corporation Law” includes the statutory
        provisions and also all applicable provisions of the Delaware Constitution
        and
        the reported judicial cases interpreting those laws currently in
        effect.

      Form
        10-QSB for the period ended June 30, 2007

      Evaluation
        of Disclosure Controls and Procedures

                6.

                We
                  note your disclosure indicates that your management “recognized that any
                  controls and procedures, no matter how well designed and operated,
                  can
                  provide only reasonable assurance of achieving the desired control
                  objectives…” In future filings, please revise your disclosure to state
                  clearly, if true, that your disclosure controls and procedures
                  are
                  designed to provide reasonable assurance of achieving their objectives
                  and
                  that your principal executive officer and principal financial officer
                  concluded that your disclosure controls and procedures are effective
                  at
                  that reasonable assurance level. In the alternative, please remove
                  the
                  reference to the level of assurance of your disclosure controls
                  and
                  procedures. Please refer to Section II.F.4 of Management’s Reports on
                  Internal Control Over Financial Reporting and Certification of
                  Disclosure
                  in Exchange Act Periodic Reports, SEC Release No.
                  33-8238.

      The
        Company will undertake to revise its disclosure in future filings in accordance
        with your comments.

      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 Registration Statement and the relevant Report on Form
        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

        United
          States Securities and Exchange Commission

        Mara
          L.
          Ransom, Legal Branch Chief

        November
          2, 2007

        Page
          4

      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.

      The
        Company would like to be able to have the Registration Statement go effective
        by
        the end of next week.

      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

      JPB/LC

              CC:

                CHRISTOPHER
                  J. REED

                DAVID
                  M. KANE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
         Mail Stop 3561
     September 26, 2007
 By Facsimile and U.S. Mail

 Mr. Christopher J. Reed Chief Executive Officer Reed’s Inc. 13000 South Spring Street Los Angeles, California 90061
  Re: Reeds, Inc.
   Form 10-KSB for the fiscal year ended December 31, 2006
   Filed April 16, 2007
   File No. 001-32501

Dear Mr. Reed:
   We have completed our review on the a bove referenced filing and have no further
comments at this time.
    Sincerely,
              Michael Moran
   Accounting Branch Chief

CORRESP
1
filename1.htm

      [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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
         Mail Stop 3561

    August 28, 2007

By Facsimile and U.S. Mail

Ms. Judy Holloway Reed
Chief Financial Officer
Reed’s Inc.
13000 South Spring Street Los Angeles, California

  Re: Reeds, Inc.
   Form 10-KSB for the fiscal year ended December 31, 2006
   Filed April 16, 2007
   File No. 001-32501

Dear Ms. Reed:

We have reviewed your response to our prior comments dated June 29, 2007, on
the above referenced filing and have the fo llowing additional comments.  We welcome
any questions you may have about our comments  or on any other aspe ct of our review.
Feel free to call us at th e telephone numbers listed at the end of th is letter.

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 purch aser’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 securitie s 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

Ms. Judy Holloway Reed
Reeds, Inc.
August 28, 2007 Page 2
any statutory interest we may be requir ed to pay.”  Specifically EITF D-98
paragraph 4 states “rule 5-02.28 of Re gulation 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 possi bility that any trig gering 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 believe the shar es are properly classified as permanent
equity please explain using current Federal Securities Laws how you, as the offeror, are solely in control when th e 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.

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 how
they qualify as having a maturity of thr ee months or less.  See SFAS 95 paragraph
13.

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 effec tive as of the Company’s year ending
August 31, 2007  or revise your disclosure in futu re filings to indicate the fiscal
year December 31, 2006.  SFAS 158 is e ffective for Company’s with publicly
traded securities as of the fis cal year ending after December 15, 2006.

As appropriate, please revise your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  You may wish to
provide us with marked copies of the amendm ents to expedite our review.  Please furnish
a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have additiona l comments after reviewing your responses
to our comments.  Please submit your re sponse letter on EDGAR as a correspondence
file.

Ms. Judy Holloway Reed
Reeds, Inc.
August 28, 2007 Page 3
  You may contact Scott Stringer, Staff Accountant at (202) 551-3272 or me at (202) 551-3841 if you have any questions regarding the comments on the financial
statements and related matters.

    Sincerely,

    Michael Moran
   Accounting Branch Chief

CORRESP
1
filename1.htm

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
         Mail Stop 3561

    June 29, 2007

By Facsimile and U.S. Mail

Ms. Judy Holloway Reed
Chief Financial Officer
Reed’s Inc.
13000 South Spring Street
Los Angeles, California

  Re: Reeds, Inc.
   Form 10-KSB for the fiscal year ended December 31, 2006
   Filed April 16, 2007
   Form 10-QSB for the quarter ended March 31, 2007
   Filed May 15, 2007
   File No. 001-32501

Dear Ms. Reed:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your docum ents in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.

Ms. Judy Holloway Reed
Reeds, Inc.
June 29, 2007 Page 2
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 on ly running at 40% capacity, negatively
impacting gross margins.  Please explain why the Brewery is operating at 40% capacity.  Please clarify for us if your disc losure in the sectio n titled Liquidity and
Capital Resources, page 34, that there are no material commitments for capital
expenditures implies that currently ma nagement 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 a ffect operations to also be included in
MD&A for the interim period ended Ma rch 31, 2006.  Please explain why have
chosen not to discuss the status of th e Brewery in your interim 10QSB for the
period ended March 31, 2007.

Results of Operations, page 32

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 diffe rence 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.

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 i ssued 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 re classified as temporary equity.  Please
refer to EITF D-98, Regulation S-X 5-02(28) and SAB 107(E).

Statement of Cash Flows, page F-5

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

Ms. Judy Holloway Reed
Reeds, Inc.
June 29, 2007 Page 3
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.

Form 10QSB March 31, 2007

Condensed Balance Sheets, page 2

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

As appropriate, please revise your filings  and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ents to expedite our review.  Please furnish
a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have additiona l comments after reviewing your responses
to our comments.  Please submit your re sponse letter on EDGAR as a correspondence
file.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

Ms. Judy Holloway Reed
Reeds, Inc.
June 29, 2007 Page 4
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

  You may contact Scott Stringer, Staff Accountant at (202) 551-3272 or me at (202) 551-3841 if you have any questions regarding the comments on the financial
statements and related matters.

    Sincerely,

    Michael Moran
   Accounting Branch Chief

CORRESP
1
filename1.htm

    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel.
      No. 310-217-9400

    October
      11, 2006

    Kurt
      Murao, Esq.

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Re:
       Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-120451

    Dear
      Mr.
      Murao:

    We
      hereby
      request that the effectiveness of the above-referenced Registration Statement
      on
      Form SB-2 (File No. 333-120451) be accelerated to Wednesday, October 11, 2006
      at
      4:00 p.m. (Eastern Time).

            REED’S,
              INC.

            By:
            /s/ Christopher
              J. Reed

              Christopher
              J. Reed

            Chief
              Executive Officer

    cc: JEFFREY
      P. BERG, ESQ.

CORRESP
1
filename1.htm

    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel.
      No. 310-217-9400

    October
      11, 2006

    Kurt
      Murao, Esq.

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Re:
       Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-120451

    Dear
      Mr.
      Murao:

    Reed’s,
      Inc. is requesting by separate correspondence the effectiveness of the
      above-referenced registration statement.

    As
      requested in the Staff's correspondence, dated September 12, 2006, in connection
      with such request for acceleration, Reed’s, Inc. hereby acknowledges the
      following:

              ·

              should
                the Commission or the Staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the 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 and the declaration of effectiveness
                as a defense in any proceeding initiated by the Commission or any
                person
                under the federal securities laws of the Untied
                States.

          Kurt
            Murao, Esq.

          Securities
            and Exchange Commission

          October
            11, 2006

          Page
            2

    We
      have
      sent you a corresponding letter requesting that the effectiveness of the
      above-referenced Registration Statement be accelerated to Wednesday, October
      11,
      2006 at 4:00 p.m. (Eastern Time).

            REED’S,
              INC.

            By:
            /s/ Christopher
              J. Reed

              Christopher
              J. Reed

            Chief
              Executive Officer

    cc: JEFFREY
      P. BERG, ESQ.

CORRESP
1
filename1.htm

              Kenneth
                M. H. Hoff

              khoff@jenkens.com

              Jenkens
                & Gilchrist, LLP

              12100
                Wilshire Boulevard

              15th
                Floor

              Los
                Angeles, California 90025

              (310)
                820-8800

              Facsimile
                (310) 820-8859

              www.jenkens.com

              Austin,
                Texas

              (512)
                499-3800

              Chicago,
                Illinois

              (312)
                425-3900

              Dallas,
                Texas

              (214)
                855-4500

              Houston,
                Texas

              (713)
                951-3300

              Pasadena,
                California

              (626)
                578-7400

              San
                Antonio, Texas

              (210)
                246-5000

              Washington,
                D.C.

              (202)
                326-1500

    October
      11, 2006

    Kurt
      Murao, Esq.

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Re:
       Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-120451

    Dear
      Mr.
      Murao:

    Per
      our
      earlier conversation, Reed’s, Inc. is hereby requesting that the effectiveness
      of the Registration Statement on Form SB-2 (File No. 333-120451) be accelerated
      to Wednesday, October 11, 2006 at 4:00 p.m. (Eastern Time). We enclose copies
      of
      the Company’s request for acceleration and the additional acknowledgement
      letter, each dated as of October 11, 2006. If you have any further questions,
      please call me at my office.

    Very
      truly yours,

    /s/
      Jeffrey P. Berg

    Jeffrey
      P. Berg

    of
      JENKENS & GILCHRIST, llp

    ENCLOSURE

    CC:
       CHRISTOPHER
      J. REED

Mail Stop 3561
September 12, 2006

Christopher J. Reed
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, CA 90061

Re: Reed’s, Inc.
 Post-Effective Amendment No. 8 to  Registration Statement on
Form SB-2
Filed September 1, 2006
  File No. 333-120451
  Form 10-QSB for Fiscal Quarter Ended June 30, 2006
  Filed August 21, 2006
  File No. 1-32501

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.

Form 10-QSB for Fiscal Quarter Ended June 30, 2006

Controls and Procedures, page 14
1. We refer you to comment 4 in our letter dated July 13, 2006 relating to the Form SB-2 filed on June 21, 2006, as it is also ap plicable here.  You disclosed “[o]ur

Christopher J. Reed
Reed’s, Inc.
September 12, 2006
Page 2

principal executive officer and principal fina ncial officer concluded, as of the end of
such period, that these disclosure cont rols and procedures are effective and
designed to ensure that the information requi red to be disclosed in our reports filed
or submitted under the Securities Exchange  Act of 1934 is recorded, processed,
summarized and reported with in the requisite time peri ods.”  Please revise to
clarify, if true, that your principal executiv e officer and principal financial officer
concluded that your disclosure  controls and procedures ar e also effective to ensure
that information required to be disclosed in  the reports that y ou file or submit under
the Exchange Act is accumulated an d communicated to your management,
including your principal ex ecutive and principal financial officers, or persons
performing similar functions, as appropria te to allow timely decisions regarding
required disclosure.  See Exch ange Act Rule 13a-15(e).

Exhibits 31
2. Please revise the 302 certif ication to specify the re port and identify the small
business issuer in paragraph 1.  Please note that the exact wording of the 302
certification provided in Item 601(b)( 31) of Regulation S-B is required.

******

As appropriate, please amend your Form 10- QSB in response to these comments.
You may wish to provide us with marked copies of the amendm ent to expedite our
review.  Please furnish a cover letter with  your amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment 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 filings;

Christopher J. Reed
Reed’s, Inc.
September 12, 2006
Page 3

‚ 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
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 Kurt Murao, Attorney Advisor, at (202) 551-3338, Ellie Quarles,
Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other questions.

     S i n c e r e l y ,

      H. Christopher Owings
     A s s i s t a n t  D i r e c t o r

cc:  Jeffrey P. Berg, Esq.
Fax: (310) 820-8859

CORRESP
1
filename1.htm

      Unassociated Document

              Kenneth
                M. H. Hoff

              310-442-8888

              khoff@jenkens.com

              Jenkens
                & Gilchrist, LLP

              12100
                Wilshire Boulevard

              15th
                Floor

              Los
                Angeles, California 90025

              (310)
                820-8800

              Facsimile
                (310) 820-8859

              www.jenkens.com

              Austin,
                Texas

              (512)
                499-3800

              Chicago,
                Illinois

              (312)
                425-3900

              Dallas,
                Texas

              (214)
                855-4500

              Houston,
                Texas

              (713)
                951-3300

              Pasadena,
                California

              (626)
                578-7400

              San
                Antonio, Texas

              (210)
                246-5000

              Washington,
                D.C.

              (202)
                326-1500

    August
      10, 2006

    Howard
      Baik, Esq.

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Re: Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-135186

    Dear
      Mr.
      Baik:

    Per
      your
      message to our office, we are enclosing a copy of a revised additional
      acknowledgement letter (referenced in the Staff's July 13, 2006 correspondence)
      from Reed’s, Inc., dated as of August 10, 2006. If you have any further
      questions, please call me at my office.

              Very
                truly yours,

              /s/
                Jeffrey P. Berg

              Jeffrey
                P. Berg

              of
                JENKENS & GILCHRIST, LLP

    ENCLOSURE

            CC:

              CHRISTOPHER
                J. REED

    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel.
      No. 310-217-9400

    August
      10, 2006

    Howard
      Baik, Esq.

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Re: Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-135186

    Dear
      Mr.
      Baik:

    Reed’s,
      Inc. is requesting by separate correspondence the effectiveness of the
      above-referenced registration statement.

    As
      requested in the Staff's correspondence, dated July 13, 2006, in connection
      with
      such request for acceleration, Reed’s, Inc. hereby acknowledges the
      following:

              ·

              should
                the Commission or the Staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the 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 and the declaration of effectiveness
                as a defense in any proceeding initiated by the Commission or any
                person
                under the federal securities laws of the Untied
                States.

      Howard
        Baik, Esq.

      Securities
        and Exchange Commission

      August
        10, 2006

      Page
        2

    We
      have
      sent you a corresponding letter requesting that the effectiveness of the
      above-referenced Registration Statement be accelerated to Friday, August 11,
      2006 at 1:00 p.m. (Eastern Time).

              REED’S,
                INC.

              By:
                /s/
                Christopher J. Reed

              Christopher
                J. Reed

              Chief
                Executive Officer

            cc:

              JEFFREY
                P. BERG, ESQ.

CORRESP
1
filename1.htm

      Unassociated Document

    REED’S,
      INC.

    13000
      South Spring Street

    Los
      Angeles, California 90061

    Tel.
      No. 310-217-9400

    August
      9,
      2006

    Howard
      Baik, Esq.

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Re: Reed’s,
      Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-135186

    Dear
      Mr.
      Baik:

    We
      hereby
      request that the effectiveness of the above-referenced Registration Statement
      be
      accelerated to Friday, August 11, 2006 at 1:00 p.m. (Eastern Time).

    REED’S,
      INC.

    By:
      _/s/
      Christopher J. Reed

      Christopher J. Reed

           Chief
      Executive Officer

    cc: JEFFREY
      P. BERG, ESQ.

Mail Stop 3561
July 13, 2006

Christopher J. Reed
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061

 Re:  Reed’s, Inc.
Registration Statement on Form SB-2
Filed June 21, 2006
  File No. 333-135186
  Form 10-KSB for the year ended December 31, 2005
Form 10-QSB for the quarter ended March 31, 2006
File No. 1-32501

Dear Mr. Reed:

We have limited our review of your fili ngs to those issues addressed in our
comments.  Where indicated, we think you shoul d revise your documents in response to
these comments.  If you disagree, we will 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Supplemental Notes Regarding the Rescission Offer
1. The forepart of the document should consist of the cover page, the summary and the risk factors.  Please m ove this section to follow the summary or include this
information in the summary.

Christopher J. Reed
Reed’s, Inc.
July 13, 2006 Page 2
Appendix A – Form of Notice of Election
2. Please delete the language indicating that investors have “read” and “review[ed]”
the prospectus.

Exhibit 5.1
3. Counsel should confirm our understanding that its reference to the “General
Corporation Law of Delaware” includes the statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

Form 10-KSB for the Year Ended December 31, 2005

Item 8A. Controls and Procedures, page 13
4. We note your disclosure that your “princ ipal executive and financial officer
concluded that the Company’s disclosure c ontrols and procedures are effective to
ensure that information required to be di sclosed in the reports the Company files
and submits under the Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.”  Revise to  clarify, if true, that your principal
executive and financial officer conclude d that your disclosure controls and
procedures are also effective to ensure th at information required to be disclosed in
the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive officer and financial officer, to allow timely deci sions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).  Please make similar revisions to your Form 10-
QSB for the quarterly period ended March 31, 2006.
5. Please revise your disclosure regardi ng changes to internal controls and
procedures over financial reporting to identify “any changes,” not just
“significant” changes, that have materia lly affected, or are reasonably likely to
materially affect, your intern al controls and procedures  over financial reporting.
See Item 308(c) of Regulation S-B.
Certifications
6. We note that you have not included as  exhibits to the Form 10-KSB the
certifications required by Item 601(b)(32) of Regulation S-B and Rule 13a-14(b) of the Securities Exchange Act of 1934.  Please re-file the entire Form 10-KSB,
including all required certifications.

Christopher J. Reed
Reed’s, Inc.
July 13, 2006 Page 3
Form 10-QSB for the Quarter Ended March 31, 2006
7. Where applicable, please revise to comply with the above comments.

Exhibit 31
8. Please eliminate the titles you indicate Christopher J. Reed holds in the opening
paragraph of the certification.
9. Please do not omit required language or ot herwise alter the certification.  For
example, in paragraph 5 you should specify  that your certifying officers have
disclosed to both your auditors and the audit committee the items specified.  Also, throughout the certification, you should refer to the “small business issuer” instead of “the Company.”  See Item 601(b)(31) of Regulation S-B.

*****

As appropriate, please amend your registra tion statement and periodic reports in
response to these comments.  You may wish to  provide us with marked copies of the
amendments to expedite our review.  Please furnish a letter with your amendments that
keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen ts 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 pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, 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

Christopher J. Reed
Reed’s, Inc.
July 13, 2006 Page 4
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding 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
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 Howard Baik, Attorney-Advi sor, at (202) 551-3317, Ellie Quarles,
Special Counsel at (202) 551-3238, or me at (202) 551-3725 with any other questions.

       S i n c e r e l y ,

        H. Christopher Owings
        A s s i s t a n t  D i r e c t o r

cc: Jeffrey Berg, Esq.
 Fax: 310-820-8859

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308 							May 5, 2005

VIA U.S. MAIL AND FACSIMILE

Christopher J. Reed
President, CEO, CFO, and Chairman
Reed`s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re:	Reed`s, Inc.
      Registration Statement on Form SB-2
      File No. 333-120451
      Amended April 28, 2005

Dear Mr. Reed:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General
1. We note your response to our prior comment 1.  It appears that
Mr.
Sharma, who is both an affiliate of the issuer and a
representative
of the underwriter, and is involved in "marketing" of the
offering,
is engaged in the distribution of securities in this offering.
Moreover, he is receiving a substantial portion of the commissions
and fees you will pay Brookstreet.  It is our view therefore that
Mr.
Sharma is an "underwriter" within the meaning of Section 12(a)(11)
of
the Securities Act.  Accordingly, please revise to state in the
Plan
of Distribution section that Mr. Sharma is an underwriter.
  Prospectus Front Cover Page
2. We note that you have added in this amendment several new
artworks, which you have not provided the staff earlier for
review.
It is not clear that the first artwork is on the front cover page
of
your prospectus.  If that is so, it is not consistent with the
requirements of Item 501 of Regulation S-B.  Please remove any
artwork or graphic material from the prospectus front cover page.
In
addition, please tell us whether you have used this particular
prospectus for distribution purposes.  We may have further
comments.
Forward-Looking Statements, page 8
3. We note your response to our prior comment 2.  As you are
responsible for the accuracy and completeness of all contents of
the
registration statement, please delete the statement to the
contrary
in the last sentence of the last paragraph.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 18
4. We reviewed your response to comment 59 from our comment letter
dated December 10, 2004.  On page 18 of this filing you state that
the increase in general and administrative expenses was primarily
due, among other reasons, to increased transportation expenses due
to
the expansion of local direct distribution and increased
depreciation
expenses due to equipment being used for local distribution.  Note
1(H) of the notes to the financial statements states that you
classify shipping and handling costs, freight costs and costs
associated with product distribution as costs of sales.  Please
supplementally explain this apparent inconsistency in income
statement classification and revise your filing accordingly. We
may
have further comments.

Business, page 21
5. The artworks you have included in this section in this
amendment
for the first time comprise new disclosure.  Please refer on pages
24
and 51 to the drawings of a cauldron, which allude to the natural,
kettle brewing process of your ginger drinks.  As it seems
unlikely
that you make the ginger brews in your plant in exactly the
depicted
way, please delete the graphics or, alternatively, provide
pictures
of your actual brewing process.  Please revise throughout the
document as needed.
6. Please represent to us that you have permission from the Wall
Street Journal to reprint the article you have added on page 28,
or
delete it.
7. In addition, in the same report, we note that Mr. Chris Reed
made
the claims that the public demand for crystallized ginger would be
similar to that for oat-bran "10 years ago," and that you were
"positioning (your)selves to be ready for it."  Please provide us
annotated third-party documentary evidence substantiating these
claims, or remove the article from the prospectus.  If you intend
to
retain this article, also explain whether all information
contained
in it is still valid given that two-and-a-half years have elapsed
since the date of the report.

Plan of Distribution, page 47
8. Please disclose in this section all commissions and fees, fixed
and contingent, that Mr. Sharma will receive in connection with
this
offering.

Financial Statements

Balance Sheet, page F-3
9. We note that you have recognized an asset for deferred stock
offering costs of $219,955.  Please tell us the specific nature
and
amount of each item capitalized as an expense of the offering.
Deferred offering costs should include only direct, incremental
costs
of the offering and should exclude indirect costs such as
management
salaries and advertising expenses, which must be expensed as
incurred.  Please advise or revise, as necessary.

Statements of Operations, page F-4
10. We reviewed your response to prior comment 9.  Based on review
of
your Form SB-2 filed on November 12, 2004 it appears that you had
approximately $53,000 of packaging design costs capitalized as of
December 31, 2003.  It appears that you have recorded an expense
in
2004 to write off your packaging design costs incurred in prior
periods.  Revise your filing to reflect the packaging design costs
in
the period they were incurred.  We assume that this will require
that
most, or all, of the expense will be recorded in 2003 given that
there does not appear to be significant activity in the packaging
design costs account in 2004.  Please apply the guidance in AU
561.06a of the AICPA professional standards and the reporting and
disclosure requirements of APB 20 paragraphs 36 and 37 as it
relates
to your restatement for your audited financial statements.
Additionally, on the face of each of the financial statements and
footnotes that are affected by the restatement, please clearly
label
the headings and applicable periods as restated.  Finally, as
stated
in AU 561.06a, your auditors should refer to the restatement note
describing the revisions in their auditor`s report.

Notes to Financial Statements

Note 1. Operations and Summary of Significant Accounting Policies

Note 1(N). Advertising Costs, page F-11
11. We have reviewed your response to prior comment 4.  In
response
to our comments 63 and 64 of our comment letter dated December 10,
2004 you stated that you do not engage in providing promotional
allowances described in EITF 01-09.  In response to comment 15 of
our
comment letter dated March 15, 2005 you stated that you do not
engage
in promotional allowance activity. In response to prior comment 8
you
indicate your "financial statements include a sales amount which
is
net of sales incentives, as required by EITF 01-9."   In this
third
amendment you disclose your policy of accounting for certain sales
incentives, including slotting fees is in accordance with EITF 01-
09.
In addition, on page 15 you state that supermarkets can require
more
advertising monies to be spent and sometimes require slotting fees
and that you work to keep these fees reasonable.  Please
supplementally explain the apparent inconsistencies between your
disclosures and your responses. Tell us the amount of each type of
sales incentive you offer for each period presented.  To the
extent
that sales incentives are material please disclose in the
Management`s Discussion and Analysis section the amounts of sales
incentives classified in each financial statement line item.

Note 8. Stockholders` Equity, page F-17
12. You state that 55,500 shares were issued in connection with
the
conversion of debt.  Your statement of changes in stockholders`
equity states that 25,500 were issued.  Please revise or advise.
13. We have reviewed your response to prior comment 3.  Per APB
Opinion No. 26 the difference between the reacquisition price and
the
net carrying amount of the extinguished debt should be recognized
currently in income of the period of extinguishment as losses or
gains rather than being charged directly to retained earnings. APB
Opinion No. 26 does apply to extinguishments of debt effected by
the
issuance of preferred stock.  The reacquisition price of the
extinguished debt is to be determined by the value of the
preferred
stock issued or the value of the debt--whichever is more clearly
evident.  Refer to FTB 80-1.  Please supplementally explain with
reference to authoritative guidance why you deem it appropriate
not
to recognize a loss on the extinguishment of debt in October 2004
considering that you extinguished $255,002 of debt and accrued
interest through the issuance of 25,500 preferred shares which
were
fair valued at a total of $408,000, assuming $16.00 per preferred
share.  Please revise if necessary.

Note 13. Related Party Activity, page F-20
14. Based on your disclosure, it appears that the line of credit
agreement between the Company and Mr. Sharma represents an
investing
activity consistent with paragraph 17a of SFAS 95.  Please revise
your statements of cash flows accordingly.

*	*	*	*	*

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Adam Phippen, Staff Accountant, at (202)
551-
3336 or George Ohsiek, Accounting Branch Chief, at (202) 551-3843,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-3333, David Mittelman, Legal Branch Chief, at (202) 551-
3214, or me at (202) 551-3720 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc. Lawrence W. Horwitz, Esq.
Horwitz & Cron
Four Venture - Suite 390
Irvine, California 92618

??

??

??

??

Reed's, Inc.
May 5, 2005
Page 1

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CORRESP
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Reed’s
Inc

Beneficial
Conversion Feature

Response
to Comment 3

We
believe the measurement date, as defined in EITF 98-5, for most of the preferred
stock offering is May 2004. We base this determination on the fact that 1) our
subscription agreement has non-refundable language, which provides for a
sufficiently large disincentive for nonperformance, 2) one investor who signed
the subscription agreement in early May 2004, accounted for about 50% of the
proceeds received from the offering. (His subscription agreement will be
forthcoming by fax under separate cover. The subscriber is Robert Reed, Jr., the
brother of the Company’s President and he paid $150,000 for the
stock).

We plan
to become effective with the December 31, 2004 financial statements, putting us
at a May 2005 effective date. The offering would commence sometime after that. .
If for whatever reason we do not become effective with the December 31, 2004
financials, our offering would be further delayed by at least a
month.

If the
offering were to occur in May 2005, that puts us right at the cusp of one year
from the May 2004 measurement date, making the presumption to use the offering
price as the fair value of the stock in May 2004 less presumptive. Therefore, we
argue using the offering price as the fair value of the stock to be incorrect.

Our
argument is that the fair value of the stock in May 2004 is $2.50. We plan to
support this position using verifiable valuation criteria which we plan to
produce internally, using the assistance of outside consultants as needed.

If you
agree that the measurement date, for purposes of compliance with EITF 98-5 is
May 2004 and the presumption to use the offering price should be abandoned in
favor of a fair value calculation of the stock as of May 2004, then we will
proceed to produce the valuation described above.

If you do
not agree to our measurement date or the creation of an in-house, verifiable
fair value calculation of our common stock as of May 2004 please so inform us
and provide guidance as which measurement date to use and confirm you believe
the offering price of $4.00 is the fair value of the stock to use at the
measurement date.

Reeds,
Inc.

Packaging
and Design Costs

Response
to Comment 9

We
believe our treatment of Packaging and Design Costs meets the definition of
intangible assets under SFAS 142, paragraph 10, because they are specifically
identifiable, have determinable lives and are not inherent in our continuing
business.

Our
packaging and design costs are specifically identifiable because they are costs
we incur, from third party graphic designers, to specifically design labeling
for our products. The costs we capitalize are costs associated with the final
rendition of the label.

These
costs have determinable lives because we know that the labels will have to
change given the changes in the market place, formulation changes, changes in
habits and preferences of consumers, etc. Based on our product life cycle we
have estimated these lives to be 10 years. We will change our estimate of useful
life, based on actual changes in the market place.

These
costs are not inherent in our continuing business because we do not incur these
costs on a regular basis in order to manufacture or sell our product. These
costs are incurred at the beginning of the product life cycle and will not be
incurred again until the product needs to be changed.

We
believe that our treatment of Packaging and Design Costs meet the definition of
FASB Concepts Statement No. 5, paragraph 63, i.e., it meets the definition of an
asset, it is measurable, it has relevance and it has reliability.

One basic
definition of an asset is that of a right or resource that has future benefit in
use and can be expressed in monetary terms, resulting from an enterprise's
transactions. We believe our treatment of Packaging and Design Costs meets the
definition of an asset under this definition because the future benefit of these
costs extends to the product life-cycle of our products. Further, we believe the
matching principle supports our classification of these costs as an asset,
because the amortization of the asset is matched with the revenue generation of
our product life-cycle. Expensing these costs at the time incurred, we believe,
would be a violation of the matching principle and a violation of the definition
of an asset.

The
attributes of measurability, relevance and reliability are highly subjective
criteria to measure. However, we believe our treatment of Packaging and Design
Costs meets these criteria based on the facts presented, the inherent nature of
why the costs are being incurred and the products which these costs
benefit.

To
further support our position, we call your attention to the December 31, 2004
Form 10-K filed by Marvel Enterprises, Inc. Please see footnote 2, Summary of
Significant Accounting Policies -Product and Package Design Costs. This
disclosure states “The Company capitalizes costs related to product and package
design when such products are determined to be commercially acceptable. Package
design costs include costs relating to art work, modeling and printing
separations used in the production of packaging.”

We
believe we have provided the burden of proof required to substantiate our
accounting treatment of Packaging and Design Costs. We trust you concur.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308 							April 8, 2005

VIA U.S. MAIL AND FACSIMILE

Christopher J. Reed
President, CEO, CFO, and Chairman
Reed`s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re:	Reed`s, Inc.
      Registration Statement on Form SB-2
      File No. 333-120451
      Amended March 25, 2005

Dear Mr. Reed:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General
1. Please note that we still are considering your response to our
prior comment 1.
Forward-Looking Statements, page 8
2. Please delete references to Section 27A of the Securities Act
and
Section 21E of the Exchange Act on page 8, and to the Private
Securities Litigation Reform Act of 1995 as the safe harbor
provided
by them for forward-looking statements is not available for an
initial registration statement.  In addition, as you are
responsible
for the accuracy and completeness of all contents of the
registration
statement, please delete the statement to the contrary in the last
paragraph of page 8.  You may retain the rest of the Forward-
Looking
Statements section if you so elect.

Dilution, Page 11
3. We have considered your response to prior comment 4.
Convertible
securities issued within a year prior to the filing of an initial
registration statement with a conversion price below the initial
offering price are presumed to contain an embedded beneficial
conversion feature.  To overcome this presumption, you must
provide
sufficient, objective and verifiable evidence that the conversion
price represented fair value at the issuance or commitment date.
We
do not believe your response provides such evidence.
Specifically,
you have not justified the use of a fair value lower than the
initial
offering price since your valuation was based on an approximation
of
value using a multiple of revenues of between 1 and 2 rather than
contemporaneous transactions in your securities or a third party
valuation.  Also, we do not believe your valuation provides better
evidence than the initial offering price given the proximity of
the
initial filing on Form SB-2 on November 12, 2004 to the issuance
of
the convertible preferred stock during November 2004.  Further, we
do
not believe that you have supported that June 30, 2004 is the
commitment date for purposes of applying the guidance in EITF 98-
5.
We base our assessment on the fact that the convertible preferred
stock was not created under Delaware law until after June 30,
2004,
was not issued until November 2004 and there were no disincentives
for non-performance in the subscription agreement.  Accordingly,
it
appears that the commitment date is the date of issuance.  Please
revise your filing to reflect the embedded beneficial conversion
feature using the expected initial public offering price.  If the
convertible preferred stock is convertible at the date of
issuance,
the beneficial conversion should be charged to retained earnings
at
the issuance date.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies, page 15
4. In response to our initial comment 63 you stated that the
company
does not engage in promotional allowance activity.  Please remove
"Promotional Allowances" from the "Advertising and Promotional
Allowances" title in order to avoid confusion.

Plan of Distribution, page 43
5. We note your response to our prior comment 11.  Please expand
the
disclosure to disclose all of the factors that you considered in
determining the initial public offering price as there is no
public
market yet for your common stock.  For example, discuss, if
accurate,
whether the anticipated offering price was determined by
negotiations
between you and the selling agents, and whether you considered
other
factors like your record of operations, current financial
condition,
market conditions, prospects of your industry, your management,
the
currently prevalent condition in equity prices in the OTC Bulletin
Board market, the current market valuations of publicly traded
companies considered comparable to yours, and so on.  In addition,
please add a reminder on page 44 that you cannot assure investors
that the prices at which your shares will sell in the public
market
after this offering will not be lower than the initial public
offering price or that an active market in your common stock will
develop and continue after this offering.

Lock-in of Promotional Shares, page 45
6. We note your response to our prior comment 13.  Please identify
the agent in charge of the common stock subject to the escrow.
Also,
file the new lock-in agreements as exhibits.

Financial Statements

General
7. In response to several of our prior comments you have indicated
that you intend to revise your financial statements and/or notes,
but
you have not provided the proposed revisions for our review.
Please
understand that we may have further comments upon reviewing the
revisions included in your next amendment.

Notes to Financial Statements, page 45
8. In response to our prior comment 6 you revised your results of
operations disclosures to include discussion of sales of specific
products.  In your response to comment 58 from our initial comment
letter you stated that you do not generate product line revenue
information.  Please advise with consideration of initial comment
58
which is included as follows for your convenience:
* Revise your filing to provide the product line revenue
disclosure
required by paragraph 37 of SFAS 131.

Note 4. Intangible Assets, page 49
9. Under GAAP, marketing and advertising costs are period costs,
unless specific authoritative guidance supports capitalization.
This
is supported by paragraph 10 of SFAS 142, which requires expensing
of
costs that are inherent in a continuing business.  Please
supplementally explain how the design costs capitalized do not
meet
the definition of an expense as defined in paragraph 10 of SFAS
142
and FASB Concepts Statement No 5.  If you believe the capitalized
design costs are not expenses, please also supplementally explain
how
these costs meet the four fundamental recognition criteria for
assets
in paragraph 63 of FASB Concepts Statement No. 5 as required by
paragraph B29 of SFAS 142.  If you can support capitalization,
please
supplementally explain your basis for the ten-year useful life
assigned to capitalized design costs.  If you cannot support
capitalization of these costs, please revise your financial
statements to reflect such costs as expenses in the period(s) in
which they were incurred.
10. In your response to prior comment 16 your reference to
capitalization of costs to design trademarks and trade names does
not
appear to be supported by GAAP.  Only legal fees and similar costs
relating to patents, copyrights, and trademarks may be
capitalized.
Please confirm to us that it is not the company`s policy to
capitalize design costs related to trademarks and trade names.

Note 10. Stock Options, page 52
11. Prior comment 17 stated "This table in this note indicates
that
as of June 30, 2004 you have 72,500 options outstanding and
exercisable.  Page 34 states that as of the date of this
prospectus,
17,500 options have been issued under the 2001 Stock Option Plan.
Please revise or advise."  In your response to prior comment 17
you
state that additional language was added to page 34 to indicate a
total of 72,500 options.  It does not appear that additional
language
was added.  Please revise or advise.
*	*	*	*	*
      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Adam Phippen, Staff Accountant, at (202)
824-
5549 or George Ohsiek, Accounting Branch Chief, at (202) 942-2905,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-1776, David Mittelman, Legal Branch Chief, at (202) 942-
1921, or me at (202) 942-1900 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc. Lawrence W. Horwitz, Esq.
Horwitz & Cron
Four Venture - Suite 390
Irvine, California 92618

??

??

??

??

Reed's, Inc.
April 8, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308 							March 10, 2005

VIA U.S. MAIL AND FACSIMILE

Christopher J. Reed
President, CEO, CFO, and Chairman
Reed`s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re:	Reed`s, Inc.
      Registration Statement on Form SB-2
      File No. 333-120451
      Amended February 23, 2005

Dear Mr. Reed:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2
1. We reissue our prior comment 1.  Your response states that Mr.
Sharma is not an underwriter because Section 2(a)(11) expressly
excludes from the definition of an underwriter "a person whose
interest is limited to a commission from an underwriter or dealer
not
in excess of the usual and customary distributor`s or selling
commission."  Please tell us in reasonable detail the precise
nature
of services that Mr. Sharma will perform in relation to this
offering, and tell us how his function and commission are
consistent
with Rule 141 of the Securities Act.

Prospectus Back Cover Page
2. We note your response to our prior comment 7.  We do not find
the
requisite language on dealer prospectus delivery obligations.  We
reissue the comment.

Prospectus Summary, page 1
3. We note your response to our prior comment 9.  Please provide
disclosure as requested under the first bullet point of our prior
comment.

Dilution, page 11
4. You state that the commitment date for the issuance of the
Series
A Convertible Preferred Stock was June 30, 2004.  Please
supplementally explain how you determined that June 30, 2004 was
the
commitment date as that term is defined in paragraph 1, footnote 1
of
EITF 98-5.  Please be sure to explain the large disincentives for
nonperformance that existed in the agreement as of June 30, 2004
such
that the investors` purchase of the preferred shares was probable
as
of June 30, 2004.   Absent "sufficiently large disincentives for
nonperformance" as of June 30, 2004, it appears that the
commitment
date for purposes of applying the guidance in EITF 98-5 would be
the
date that the preferred shares were sold to investors in October
2004.  Please advise.  We may have further comments after
reviewing
your response.

Management`s Discussion and Analysis

Overview, page 13
5. We note your response to our prior comment 9.  Please state the
percentage of your total sales revenue that you derive from your
products being sold at natural and specialty food stores, at
retail
stores serviced by your vehicles, and also at large retailers and
mainstream beverage distributors.

Results of Operations, page 17
6. Your revised disclosure indicates that increases in sales are
attributable to increases in new and existing product sales, but
you
do not discuss the specific products contributing to the sales
changes.  For changes in existing product sales, identify the
specific products driving the change in sales and explain why
sales
increased.   For example, if the increase in sales of existing
products is the result of sales to a new customer, state so.
Please
also break down the change in sales by reference to percentage
changes in average selling price and unit volumes, or other
metrics
used by management.  To the extent that introductions of new
products
were supported by one-time advertising or promotional campaigns or
discounted pricing to attract customers, please explain the nature
of
the special promotions and whether you anticipate that sales of
new
products at current levels are sustainable absent such promotions
or
discounts.  Please revise your filing accordingly.
7. In our prior comment 23, we requested that where you describe
two
or more business reasons that contributed to a material change in
a
financial statement line item between periods that you quantify
the
extent to which each change contributed to the overall change in
that
line item, if practical.  You provide a list of the primary
factors
leading to the decrease in gross margin through the first six
months
of 2004 totaling 0.4%.  However, gross margin decreased by 3.0%.
Please revise your filing to address the most significant factors
impacting the decrease in your gross margin.

Liquidity and Capital Resources, page 19
8. You identify increases in receivables and inventory, offset by
an
increase in accounts payable as the primary drivers of the use of
operating cash flow.   In our prior comment 23, we requested that
you
expand your discussion to address the specific business reasons
why
inventory and accounts payable fluctuated.  In this regard it
would
be helpful to disclose your inventory turnover, day`s payables
outstanding, or other metrics used by management to evaluate
working
capital.  Such disclosure should be accompanied by an explanation
and
analysis of any material trends indicated by the data.  Also,
please
supplementally provide us with your day`s sales outstanding for
each
period presented so that we may better understand your assertion
that
changes in receivables were directly attributable to an increase
in
June sales.  Please expand your disclosure accordingly.

Business

Manufacture of Our Products, page 26
9. We note your response to our prior comment 32.  Please identify
the co-pack facility in Germany as it is the only supplier of your
Virgil`s Root Beer swing-lid bottles.

Plan of Distribution, page 40
10. We note your response to our prior comment 41.  Please state
when
you expect Reed`s, Inc. to be quoted on the OTC Bulletin Board.
11. We note your response to our prior comment 44.  Please
disclose
in this section the information discussed in your response letter
on
how you have determined the anticipated offering price.

Lock-In of Promotional Shares, page 42
12. We note your response to our prior comment 50.  Please include
in
the table at the bottom of page 42 the number of shares and
options
related to Mr. Sharma and Mr. Grace, and the aggregate number of
shares and options underlying the lock-up agreement.
13. We note your response to our prior comment 51.  Please
identify
the agent in charge of the common stock and options subject to the
escrow.  In addition explain the legal basis of your statement
that
even though you did not withdraw your previous registration
statement
in the various states, "there is an argument that these agreements
terminated and are not currently effective."

Financial Statements

General

14. In response to several of our prior comments you have
indicated
that you intend to revise your financial statements and/or notes,
but
you have not provided the proposed revisions for our review.
Please
understand that we may have further comments upon reviewing the
revisions included in your next amendment.

Note 1M, Advertising Costs, F-10

15. In response to our prior comment 63 you state that the company
does not engage in promotional allowance activity.  You further
explained in your response to our prior comment number 64 that
when
you decide to promote a product you do so with direct advertising
and
expense those costs and when you provide incentives to
distributors
and retailers you do so by reducing the sales price of the
products
sold.  However, on page 15 you state that you support your
customers
with promotional allowances, a portion of which is utilized for
marketing and indirect advertising by them.  You also make
reference
to promotional allowances payable to customers being based on the
levels of sales to such customers and that you estimate promotion
requirements or expected use of the related allowances and that
such
allowances are subject to adjustments.  Please reconcile the
disclosures on page 15 with your responses to our prior comments
63
and 64.  Note that if you do engage in promotional allowance
activity
please revise and supplementally respond to our prior comments 63
and
64.

Note 4. Intangible Assets, F-12

16. In our prior comment 65, we requested an explanation of the
nature of capitalized package design costs and requested reference
to
authoritative guidance to support the capitalization of the costs.
In your response you stated that the design costs relate to costs
incurred in creating the packing and labeling of your products.
You
did not provide a reference to authoritative guidance to support
your
capitalization.  Please note that research and development costs
should be expensed as incurred.  Research and development costs
include design.  Refer to SFAS 2.  Please revise or supplementally
advise, with reference to authoritative guidance, why
capitalization
of packaging design costs is appropriate.

Note 10. Stock Options, F-14

17. This table in this note indicates that as of June 30, 2004 you
have 72,500 options outstanding and exercisable.  On page 34 you
state that as of the date of this prospectus, 17,500 options have
been issued under the 2001 Stock Option Plan.  Please revise or
advise.

*	*	*	*	*

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 event 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 pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
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 and 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Adam Phippen, Staff Accountant, at (202)
824-
5549 or George Ohsiek, Accounting Branch Chief, at (202) 942-2905,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-1776, David Mittelman, Legal Branch Chief, at (202) 942-
1921, or me at (202) 942-1900 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc. Lawrence W. Horwitz, Esq.
Horwitz & Cron
Four Venture - Suite 390
Irvine, California 92618
??

??

??

??

Reed's, Inc.
March 10, 2005
Page 1

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CORRESP
1
filename1.htm

      Horwitz
      & Cron

      Four
      Venture Plaza

      Suite
      390

      Irvine,
      California 92618

      Telephone:
      949 . 450 . 4942

      Facsimile:
      949 . 453 . 8774

~
Via Federal Express ~

February
18, 2005

United
States Securities and Exchange Commission

Attn:  H.
Christopher Owings, Assistant Director

Office of Small Business

Mail Stop
0308

Washington,
D.C. 20549

      RE:

      REED’S,
      INC., a Delaware corporation

      Registration
      Statement on Form SB-2

      SEC
      File No.: 333-120451 ~ Filed November 12,
      2004

Dear Mr.
Reynolds:

This
correspondence is in response to the comment letter of the United States
Securities and Exchange Commission (the “Commission”) dated December 10, 2004
directed to the Issuer, REED’S,
INC., a Delaware corporation (the
“Company”). We have underlined each of the Comments of the Commission for ease
of reference and now respond as follows:

1.     Please
tell us what consideration you have given to naming Mr.. Sharma as an
''underwriter'' within the meaning the federal securities laws. As such, he
appears to be engaged in the distribution of shares in this offering. We note in
this regard that he is both one of your directors and a registered broker-dealer
affiliated with your selling agent, Brookstreet. In fact, we note that Mr.
Sharma will receive a substantial amount of the commissions and fees you will
pay to Brookstreet as part of this offering. If Mr. Sharma is an underwriter,
then he must be named as such on the prospectus cover page, in the Plan of
Distribution, and elsewhere as appropriate.

Mr.
Sharma is not an underwriter within the meaning of federal securities laws.
While Mr. Sharma will be extensively involved in the offering, Section 2(11)
expressly excludes from the definition of an underwriter: “a person whose
interest is limited to a commission from an underwriter or dealer not in excess
of the usual and customary distributor’s or selling commission.” Mr. Sharma is
only receiving a portion of the commission to be paid to Brookstreet and as a
result he would not be considered an underwriter. Mr. Sharma will be operating
pursuant to the terms of the Underwriting Agreement between Brookstreet and the
Company. Characterizing Mr. Sharma as an underwriter would not only be
inaccurate, but it would not provide any additional information necessary to
make a fully informed investment decision. The Registration Statement contains
an extensive discussion regarding Brookstreet’s obligations and intentions
regarding its role as the underwriter in the subject offering.

      Horwitz
      & Cron

United
States Securities and Exchange Commission

Attn: H.
Christopher Owings, Assistant Director ~ Office of Small Business

Responsive
Letter of February 18, 2005 to SEC Comments

RE:  REED’S,
INC., a Delaware corporation
    Registration
Statement on Form SB-2
    SEC
File No.: 333-120451 ~ Filed November 12, 2004

Page
2

Mr.
Sharma’s actions will be no more than what would be expected from a broker
extensively involved in any public offering.

2.     We
note a number of blank spaces throughout your registration statement for
information that you are not entitled to omit under Rule 430A, such as the
anticipated price range. Please note that we may have additional comments once
you have provided this disclosure. Therefore, please allow us sufficient time to
review your complete disclosure prior to any distribution of preliminary
prospectuses.
[appropriate changes are found on the Cover Pages and throughout the
document]

In
this regard, we note you have assumed an offering price of $4.00 per share in
certain sections such as the Use of Proceeds and Dilution sections. Other
sections such as the Capitalization as of June 30, 2004 were -not fully updated
to consider an offering price of $4.00.

In
response to this Comment, we have revised the Registration Statement to fill in
all spaces left blank and anticipate that the initial offering price will be
$4.00 per share. We have revised the Registration Statement
accordingly.

We
note that you have not filed a number of key exhibits, including the selling
agent agreement, various loan agreements, and the legality opinion. Please file
these exhibits with your next amendment, as we will need time to adequately
review them. We also may have further comment with respect to prospectus
disclosure after reviewing the exhibits. [All
missing exhibits are being gathered; please refer to the EXHIBIT INDEX on Page
II-7 for a complete reckoning of current exhibit status.]

3.

In
response to this Comment, the following is a complete listing of the Exhibits we
have filed, or will be filing herewith:

      Ready
      to

      Send
      / Sent

      Code

      Description
      of Exhibit

      Status

      Yes/Yes

      10.9

      Robert
      T. Reed Sr. 1991 loan 94,000 agreement

      New
      Exhibit

      Yes/Yes

      10.10

      Robert
      T. Reed Sr. 1999 loan 250,000 agreement

      New
      Exhibit

      Yes/Yes

      10.11

      Robert
      T. Reed Sr. 2003 loan 50,000 agreement

      New
      Exhibit

      Yes/Yes

      10.12

      Robert
      T. Reed Jr. co-sign Merrill agreement

      New
      Exhibit

      Yes/Yes

      4.4

      Convertible
      Promissory Note issued to investors

      Existing
      Exhibit

      Yes/Yes

      10.1

      Virgil’s
      Purchase Agreement

      Existing
      Exhibit

      Yes/Yes

      10.3

      Loan
      Agreement - purchase of brewery

      Existing
      Exhibit

      Yes/Yes

      10.4

      Loan
      Agreement - building improvement

      Existing
      Exhibit

      Yes/Yes

      10.5

      Loan
      Agreement - bay business

      Existing
      Exhibit

      Yes/Yes

      10.7

      Revised
      promotional shares lock-up

      Existing
      Exhibit

      Horwitz
      & Cron

United
States Securities and Exchange Commission

Attn: H.
Christopher Owings, Assistant Director ~ Office of Small Business

Responsive
Letter of February 18, 2005 to SEC Comments

RE:  REED’S,
INC., a Delaware corporation
    Registration
Statement on Form SB-2
    SEC
File No.: 333-120451 ~ Filed November 12, 2004

Page
3

      Yes/Yes

      10.8

      Loan
      Agreement - bay business, September 28, 2004

      Existing
      Exhibit

      Yes/Yes

      4.5

      Revision
      to Exhibit 4.4 to extend notes

      New
      Exhibit

      No

      10.13

      Sharma
      and Brookstreet Agreement

      New
      Exhibit

      Ready
      to

      Send
      / Sent

      Code

      Description
      of Exhibit

      Status

      No

      1.2

      Selling
      Agent Agreement

      New
      Exhibit

      No

      23.2

      Lawyer
      consent letter

      New
      Exhibit

      Yes/Yes

      10.14

      Sharma’s
      Loan Agreement

      New
      Exhibit

Registration
Statement Cover Page

4.     Add a
sentence and a checked box indicating that the securities are being offered on a
delayed or continuous basis pursuant to Rule 415. See, for example,
interpretation D.36 of the Manual of Publicly Available Telephone
Interpretations (July 1997) and Form S- I to review the disclosure that you
should include. [Responsive
changes are found on the Cover Page.]

In
response to this Comment, we have provided this sentence.

Prospectus
Cover Page

We
may have contingent liabilities resulting from our recent issuance of common
stock

5.     Please
revise the second full paragraph to divide it into two paragraphs: one
addressing the offering itself and the other addressing the lack of a market for
your shares. The latter paragraph also should highlight that, due to the lack of
trading market, purchasers in this offering are receiving an illiquid
security.
[Responsive changes are found on the Cover Pages i and
ii.]

In
response to this Comment, we have inserted the following as a new third
paragraph on the Prospectus Cover page:

“There is
no current public market for our shares and there is no assurance that a public
market for our shares will ever develop. In the event a public market for our
shares does not develop, then purchasers in this offering may be unable to sell
the shares for an extended period of time.”

6.     Your
use of fully justified margins impedes readability. Please revise throughout to
use only a left-justified margin [Global
formatting changes are marked on the cover page and page one of each section of
the document]

In
response to this Comment, we have revised the Registration Statement
accordingly.

      Horwitz
      & Cron

United
States Securities and Exchange Commission

Attn: H.
Christopher Owings, Assistant Director ~ Office of Small Business

Responsive
Letter of February 18, 2005 to SEC Comments

RE:  REED’S,
INC., a Delaware corporation
    Registration
Statement on Form SB-2
    SEC
File No.: 333-120451 ~ Filed November 12, 2004

Page
4

Table
of Contents

7.     the
outside back cover page of the prospectus, advise dealers of their prospectus
delivery obligation, pursuant to Item 502(b) of Regulation S-B.

In
response to this Comment, we have inserted language in compliance with Item
502(b).

Prospectus
Summary, page 1

8.     Since
your summary must provide a brief, but not incomplete, overview of
the key
aspects of the offering, delete the statement that the ''summary is not
complete.'' If necessary, provide additional material information in a concise
manner to make the summary complete [Responsive
change is on Page 1.]

In
response to this Comment, we have deleted the reference to the summary not being
complete. We believe that our response to Comment number 9 below provides
expanded disclosure for this summary section.

9.     We
remind you that a summary should provide a brief overview of you in a balanced
manner. In this regard, please add disclosure about the following in your core
summary:
[Responsive change is on Page 1.]

Disclose
that you have significant net losses, and state the amount for the most recent
audited and interim periods. Also, disclose if accurate that you have an
expectation of continued significant losses and inadequate cash from operations
to cover operating and net losses. [Responsive
change is on Page 1 & 2.]

State
the percentage of your common stock being offered in this prospectus. Also
indicate that the Reed family will hold % of your shares, and as a -result will
exercise control over your direction.
[Responsive change is on Page 1.]

Explain
that your shares currently are not traded on any market or exchange, and briefly
explain how this impacts share liquidity. Briefly explain what is required to
list your shares on an exchange or become quoted on a market. State the
percentage of Your total sales revenues you derive from your products being sold
at supermarkets and also at specialty stores. These are only examples. Revise
accordingly.
[Responsive change is on Page 1 & 2.]

      Horwitz
      & Cron

United
States Securities and Exchange Commission

Attn: H.
Christopher Owings, Assistant Director ~ Office of Small Business

Responsive
Letter of February 18, 2005 to SEC Comments

RE:  REED’S,
INC., a Delaware corporation
    Registration
Statement on Form SB-2
    SEC
File No.: 333-120451 ~ Filed November 12, 2004

Page
5

In
response to this Comment, we have inserted the following disclosure in the
Summary section:

“We
believe that the proceeds of this offering may greatly accelerate the success of
this business strategy by providing working capital to finance an expanded sales
and distribution network….

We
currently rely upon one customer for between 10-15% of our aggregate gross
revenues. If we were to lose this customer, our operations would be materially
effected. …

“This
offering is a best efforts offering through our underwriter, Brookstreet
Securities Corporation. While there is no assurance, our underwriter currently
intends to apply for quotation of our common stock upon the Over the Counter
Bulletin Board (“OTCBB”) quotation system. This will require that we complete
certain filings and disclosures of information to the National Association of
Securities Dealers and to the OTCBB itself. Our shares are currently not traded
on the public securities markets and even if our shares of common stock become
quoted on the OTCBB, there is no assurance that an active public market for our
shares of stock will be established.”

10.   Further,
in the core summary, please briefly describe the type of offering you are
conducting, and describe how the amount of proceeds raised will impact your
ability to operate going forward.
[Responsive change is on Page 1.]

Please
see our response to Comment number 9 above.

Risk
Factors

[Changes
in response to Risk Factor Comments are found on Pages 3, 4, and
7.]

11.   Avoid
risk factors that could apply to any company. Generic risk factors do not
represent meaningful disclosure. Examples include:

• ''We
face risks associated with product liability claims...,'' page 4. If you have a
history of product recall, state the reason for the recall and the amount of
resultant financial loss to you. Moreover, represent whether you carry
commercial reasonable amount of insurance coverage to insulate yourself from
product liability claims. However, you do not need to disclose the dollar amount
of the insurance coverage you carry. Finally, state here that you do not
maintain product recall insurance, as you disclose on page 22.

• ''We
need to manage our growth page 5. Specify the nature of ''significant strain''
put upon your company by the growth you have experienced.

•
''Our ability to obtain needed additional financing..., page 6. Quantify your
known short-term and long-term capital requirements and disclose the time when
you anticipate you will need the additional capital.

      Horwitz
      & Cron

United
States Securities and Exchange Commission

Attn: H.
Christopher Owings, Assistant Director ~ Office of Small Business

Responsive
Letter of February 18, 2005 to SEC Comments

RE:  REED’S,
INC., a Delaware corporation
    Registration
Statement on Form SB-2
    SEC
File No.: 333-120451 ~ Filed November 12, 2004

Page
6

If you
elect to retain these and other generic risk factors in your prospectus,
you must
clearly explain how they apply to your company, industry, offering, etc. Please
revise accordingly throughout..

Rather
then set forth all of our changes in this correspondence, we request that the
examiner review the revisions to the Risk
Factors section
of the Registration Statement, which revisions have been made keeping in mind
this Comment.

12.   Some
of your risk factors are unduly vague. Please revise to include sufficient,
specific information to assess the risk. Examples include:

[Changes
in response to Risk Factor Comments are found on Pages 3, 4, and
7.]

•
''The loss of our third-party suppliers or service providers...,'' page 4; and
''The loss of our third-party distributors...,'' page 4. Tell us supplementally
whether you have lost or foresee losing third-party suppliers, service
Providers, or distributors, or have experienced problems in business
relationship with them. If so, disclose the fact in the discussion under the
following two risk factor captions.

There are
multiple sources for our raw materials and for our packaging and bottling
supplies. We believe that if any one of these sources were unable or refused to
conduct business with us, that we would be successful in expeditiously
identifying an alternative supplier.

•
'''Increases in the cost of packaging for our products...,'' page 4. State the
percentage of the total expenses on manufacturing that is spent on packaging
your products. If your cost of packaging has increased substantially in the
recent years, provide quantitative information on this trend.

We have
deleted this Risk Factor as it does not apply to our operations

CORRESP
2
filename2.htm

Unassociated Document

Horwitz & Cron

Four Venture Plaza

Suite 390

Irvine, California 92618

Telephone: 949 . 450 . 4942

Facsimile: 949 . 453 . 8774

~ Via Federal Express ~

February 18, 2005

United States Securities and Exchange Commission

Attn:    H. Christopher Owings, Assistant Director

Office of Small Business

Mail Stop 0308

Washington, D.C. 20549

RE:      REED’S, INC., a Delaware corporation

Registration Statement on Form SB-2

SEC File No.: 333-120451 ~ Filed November 12, 2004

Dear Mr. Reynolds:

This correspondence is in response to the comment letter of the United States Securities and Exchange Commission (the “Commission”) dated December 10, 2004 directed to the Issuer, REED’S, INC., a Delaware corporation (the “Company”). We have underlined each of the Comments of the Commission for ease of reference and now respond as follows:

1.
Please tell us what consideration you have given to naming Mr.. Sharma as an ''underwriter'' within the meaning the federal securities laws. As such, he appears to be engaged in the distribution of shares in this offering. We note in this regard that he is both one of your directors and a registered broker-dealer affiliated with your selling agent, Brookstreet. In fact, we note that Mr. Sharma will receive a substantial amount of the commissions and fees you will pay to Brookstreet as part of this offering. If Mr. Sharma is an underwriter, then he must be named as such on the prospectus cover page, in the Plan of Distribution, and elsewhere as appropriate.

Mr. Sharma is not an underwriter within the meaning of federal securities laws. While Mr. Sharma will be extensively involved in the offering, Section 2(11) expressly excludes from the definition of an underwriter: “a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributor’s or selling commission.” Mr. Sharma is only receiving a portion of the commission to be paid to Brookstreet and as a result he would not be considered an underwriter. Mr. Sharma will be operating pursuant to the terms of the Underwriting Agreement between Brookstreet and the Company. Characterizing Mr. Sharma as an underwriter would not only be inaccurate, but it would not provide any additional information necessary to make a fully informed investment
decision. The Registration Statement contains an extensive discussion regarding Brookstreet’s obligations and intentions regarding its role as the underwriter in the subject offering.

Mr. Sharma’s actions will be no more than what would be expected from a broker extensively involved in any public offering.

2.
We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A, such as the anticipated price range. Please note that we may have additional comments once you have provided this disclosure. Therefore, please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses.

In this regard, we note you have assumed an offering price of $4.00 per share in certain sections such as the Use of Proceeds and Dilution sections. Other sections such as the Capitalization as of June 30, 2004 were -not fully updated to consider an offering price of $4.00.

In response to this Comment, we have revised the Registration Statement to fill in all spaces left blank and anticipate that the initial offering price will be $4.00 per share. We have revised the Registration Statement accordingly.

3.
We note that you have not filed a number of key exhibits, including the selling agent agreement, various loan agreements, and the legality opinion. Please file these exhibits with your next amendment, as we will need time to adequately review them. We also may have further comment with respect to prospectus disclosure after reviewing the exhibits.

In response to this Comment, the following is a complete listing of the Exhibits we have filed, or will be filing herewith:

Ready to

Send / Sent

Code

Description of Exhibit

Status

Yes/Yes

10.9

Robert T. Reed Sr. 1991 loan 94,000 agreement

New Exhibit

Yes/Yes

10.10

Robert T. Reed Sr. 1999 loan 250,000 agreement

New Exhibit

Yes/Yes

10.11

Robert T. Reed Sr. 2003 loan 50,000 agreement

New Exhibit

Yes/Yes

10.12

Robert T. Reed Jr. co-sign Merrill agreement

New Exhibit

Yes/Yes

4.4

Convertible Promissory Note issued to investors

Existing Exhibit

Yes/Yes

10.1

Virgil’s Purchase Agreement

Existing Exhibit

Yes/Yes

10.3

Loan Agreement - purchase of brewery

Existing Exhibit

Yes/Yes

10.4

Loan Agreement - building improvement

Existing Exhibit

Yes/Yes

10.5

Loan Agreement - bay business

Existing Exhibit

Yes/Yes

10.7

Revised promotional shares lock-up

Existing Exhibit

Yes/Yes

10.8

Loan Agreement - bay business, September 28, 2004

Existing Exhibit

Yes/Yes

4.5

Revision to Exhibit 4.4 to extend notes

New Exhibit

No

10.13

Sharma and Brookstreet Agreement

New Exhibit

Ready to

Send / Sent

Code

Description of Exhibit

Status

No

1.2

Selling Agent Agreement

New Exhibit

No

23.2

Lawyer consent letter

New Exhibit

No

10.14

Sharma’s Loan Agreement

New Exhibit

Registration Statement Cover Page

4.
Add a sentence and a checked box indicating that the securities are being offered on a delayed or continuous basis pursuant to Rule 415. See, for example, interpretation D.36 of the Manual of Publicly Available Telephone Interpretations (July 1997) and Form S- I to review the disclosure that you should include.

In response to this Comment, we have provided this sentence.

Prospectus Cover Page

We may have contingent liabilities resulting from our recent issuance of common stock

5.
Please revise the second full paragraph to divide it into two paragraphs: one addressing the offering itself and the other addressing the lack of a market for your shares. The latter paragraph also should highlight that, due to the lack of trading market, purchasers in this offering are receiving an illiquid security.

In response to this Comment, we have inserted the following as a new third paragraph on the Prospectus Cover page:

“There is no current public market for our shares and there is no assurance that a public market for our shares will ever develop. In the event a public market for our shares does not develop, then purchasers in this offering may be unable to sell the shares for an extended period of time.”

6.
Your use of fully justified margins impedes readability. Please revise throughout to use only a left-justified margin

In response to this Comment, we have revised the Registration Statement accordingly.

Table of Contents

7.
the outside back cover page of the prospectus, advise dealers of their prospectus delivery obligation, pursuant to Item 502(b) of Regulation S-B.

In response to this Comment, we have inserted language in compliance with Item 502(b).

Prospectus Summary, page 1

8.
Since your summary must provide a brief, but not incomplete, overview of the key aspects of the offering, delete the statement that the ''summary is not complete.'' If necessary, provide additional material information in a concise manner to make the summary complete

In response to this Comment, we have deleted the reference to the summary not being complete. We believe that our response to Comment number 9 below provides expanded disclosure for this summary section.

9.
We remind you that a summary should provide a brief overview of you in a balanced manner. In this regard, please add disclosure about the following in your core summary:

Disclose that you have significant net losses, and state the amount for the most recent audited and interim periods. Also, disclose if accurate that you have an expectation of continued significant losses and inadequate cash from operations to cover operating and net losses.

State the percentage of your common stock being offered in this prospectus. Also indicate that the Reed family will hold % of your shares, and as a -result will exercise control over your direction.

Explain that your shares currently are not traded on any market or exchange, and briefly explain how this impacts share liquidity. Briefly explain what is required to list your shares on an exchange or become quoted on a market. State the percentage of Your total sales revenues you derive from your products being sold at supermarkets and also at specialty stores. These are only examples. Revise accordingly.

In response to this Comment, we have inserted the following disclosure in the Summary section:

“We believe that the proceeds of this offering may greatly accelerate the success of this business strategy by providing working capital to finance an expanded sales and distribution network….

We currently rely upon one customer for between 10-15% of our aggregate gross revenues. If we were to lose this customer, our operations would be materially effected. …

While there is no assurance, we currently intend to commence trading upon the Over the Counter Bulletin Board (“OTCBB”) market upon completion of this offering, of which this Prospectus is a part.. This will require that we complete certain filings and disclosures of information to the National Association of Securities Dealers and to the OTCBB itself. Our shares are currently not traded on the public securities markets and even if we successfully commence trading on the OTCBB there is no assurance that a public market for our shares of stock will be established.”

10.
Further, in the core summary, please briefly describe the type of offering you are conducting, and describe how the amount of proceeds raised will impact your ability to operate going forward.

Please see our response to Comment number 9 above.

Risk Factors

11.
Avoid risk factors that could apply to any company. Generic risk factors do not represent meaningful disclosure. Examples include:

• ''We face risks associated with product liability claims...,'' page 4. If you have a history of product recall, state the reason for the recall and the amount of resultant financial loss to you. Moreover, represent whether you carry commercial reasonable amount of insurance coverage to insulate yourself from product liability claims. However, you do not need to disclose the dollar amount of the insurance coverage you carry. Finally, state here that you do not maintain product recall insurance, as you disclose on page 22.

• ''We need to manage our growth page 5. Specify the nature of ''significant strain'' put upon your company by the growth you have experienced.

• ''Our ability to obtain needed additional financing..., page 6. Quantify your known short-term and long-term capital requirements and disclose the time when you anticipate you will need the additional capital.

If you elect to retain these and other generic risk factors in your prospectus, you must clearly explain how they apply to your company, industry, offering, etc. Please revise accordingly throughout..

Rather then set forth all of our changes in this correspondence, we request that the examiner review the revisions to the Risk Factors section of the Registration Statement, which revisions have been made keeping in mind this Comment.

12.
Some of your risk factors are unduly vague. Please revise to include sufficient, specific information to assess the risk. Examples include:

• ''The loss of our third-party suppliers or service providers...,'' page 4; and ''The loss of our third-party distributors...,'' page 4. Tell us supplementally whether you have lost or foresee losing third-party suppliers, service Providers, or distributors, or have experienced problems in business relationship with them. If so, disclose the fact in the discussion under the following two risk factor captions.

There are multiple sources for our raw materials and for our packaging and bottling supplies. We believe that if any one of these sources were unable or refused to conduct business with us, that we would be successful in expeditiously identifying an alternative supplier.

• '''Increases in the cost of packaging for our products...,'' page 4. State the percentage of the total expenses on manufacturing that is spent on packaging your products. If your cost of packaging has increased substantially in the recent years, provide quantitative information on this trend.

We have deleted this Risk Factor as it does not apply to our operations.

• ''There is not yet a public trading market for our securities page 5. Please revise to more clearly articulate what you or market makers must do to create a trading market for your securities, and how long that process may take.

These are only examples, As a general matter, you should express your risk factors in more concrete tern-is with adequate, but not excessive, non-generic detail so that readers are able to clearly identify and assess the magnitude of the risk, Do not assume that investors will be able to decipher the risk..

In response to this Comment, please see the Risk Factors section of our Registration Statement.

Forward-Looking Statements, page 8

13.
The safe harbor provided by the Private Securities Litigation Reform Act of 1995 for forward-looking statements is not available for an initial registration statement. In addition, such a safe harbor in not available for an initial public offering, pursuant to Section 27A(b)(2)(D) of the Securities Act and Section 2 1 E(b)(2)(D) of the Exchange Act. Delete references to Section 27A of the Securities Act, Section 21 E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 here and on page 14.

In response to this Comment, we have deleted all references to this safe harbor.

14.
In the last paragraph on page 9 you state that you are not responsible for the accuracy and completeness of any forward-looking statements. We remind you that are responsible for the accuracy and completeness of all contents of the registration statement. Revise.

In response to this Comment, we have deleted this statement.

Capitalization as of June 30, 2004, page 12

15.
Please revise your ''As adjusted'' disclosure to reflect the 10%, 50% and 100% scenarios presented throughout your filing.

In response to this Comment, the document has been updated to reflect these changes.

16.
Please delete the line-item ''Other liabilities'' from the table. Only capitalization in the form of debt and equity should be included.

In response to this Comment, the document has been updated to reflect these changes.

Dilution, page 13

17.
With respect to the two issuances of Series A Convertible Preferred Stock in October 2004 tell us what consideration was given to recognition of a beneficial conversion feature (BCF) under EITF 98-5. In this regard we note that the Series A Convertible Preferred Stock entitles the holder to convert into 4 shares of common stock. Based on a sale price of $10 per preferred share, the cost of each common share is $2.50. Based on the proposed offering price per common share of $4.00, it appears that the two transactions resulted in an intrinsic BCF of $1.50 per common share ($6.00 per Series A Convertible Preferred share). Please advise.

The offering price of $4.00 per share and the conversion price of the Series A Convertible Preferred Stock of $2.50 were determined independently of one another and were determined at different times. Management does not believe the $4.00 offering price is the fair value of the common stock at the time the $2.50 conversion price was determined. The preferred stock conversion price was established on June 30, 2004, the date the preferred stockholders agreement was created by management, after discussion and negotiation with the potential preferred stockholders. The offering price is based on an offering date yet to be determined and is anticipating growth in the company from June 30, 2004 to the offering date

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Reeds, Inc.
13000 South Spring Street
Los Angeles, CA 90061

December 9, 2004

Attn: Pradip Bhaumik, Examiner
Securities & Exchange Commission
Mail Stop: 3-8
Washington D.C.

Subject: Change of Counsel for Reed's, Inc.
re: Form SB-2 #333-120451

Dear Mr. Bhaumik,

We wish courteously to inform you of a change of securities
counsel pursuant all work and correspondence as regards the SB-2
Registration Statement of Reeds, Inc., filed November 12, 2004.

All correspondence and communications with Lance Kimmel, Esq.
regarding Reeds, Inc.s Registration Statement should cease;
instead please direct all correspondence to Larry Horwitz, Esq.
of Horwitz and Cron using the contact information referenced
below.

Contact information:
Larry Horwitz
Four Venture Plaza
Suite 390
Irvine, CA 92618

Phone:(949) 450-4972
FAX:(949) 453-8774

Thank you for your consideration in this matter.

Sincerely,

Christopher J. Reed, CEO & Founder
Reeds, Inc., A Delaware Corporation

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308 							December 10,
2004

VIA U.S. MAIL AND FACSIMILE

Christopher J. Reed
President, CEO, CFO, and Chairman
Reed`s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re:	Reed`s, Inc.
      Registration Statement on Form SB-2
      File No. 333-120451
      Filed November 12, 2004

Dear Mr. Reed:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. Please tell us what consideration you have given to naming Mr.
Sharma as an "underwriter" within the meaning the federal
securities
laws.  As such, he appears to be engaged in the distribution of
shares in this offering.  We note in this regard that he is both
one
of your directors and a registered broker-dealer affiliated with
your
selling agent, Brookstreet.  In fact, we note that Mr. Sharma will
receive a substantial amount of the commissions and fees you will
pay
to Brookstreet as part of this offering.  If Mr. Sharma is an
underwriter, then he must be named as such on the prospectus cover
page, in the Plan of Distribution, and elsewhere as appropriate.

2. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.

In this regard, we note you have assumed an offering price of
$4.00
per share in certain sections such as the Use of Proceeds and
Dilution sections.  Other sections such as the Capitalization as
of
June 30, 2004 were not fully updated to consider an offering price
of
$4.00.
3. We note that you have not filed a number of key exhibits,
including the selling agent agreement, various loan agreements,
and
the legality opinion.  Please file these exhibits with your next
amendment, as we will need time to adequately review them.  We
also
may have further comment with respect to prospectus disclosure
after
reviewing the exhibits.
Registration Statement Cover Page
4. Add a sentence and a checked box indicating that the securities
are being offered on a delayed or continuous basis pursuant to
Rule
415.  See, for example, interpretation D.36 of the Manual of
Publicly
Available Telephone Interpretations (July 1997) and Form S-1 to
review the disclosure that you should include.

Prospectus Cover Page
5. Please revise the second full paragraph to divide it into two
paragraphs:  one addressing the offering itself and the other
addressing the lack of a market for your shares.  The latter
paragraph also should highlight that, due to the lack of trading
market, purchasers in this offering are receiving an illiquid
security.
6. Your use of fully justified margins impedes readability.
Please
revise throughout to use only a left-justified margin.

Table of Contents
7. On the outside back cover page of the prospectus, advise
dealers
of their prospectus delivery obligation, pursuant to Item 502(b)
of
Regulation S-B.
Prospectus Summary, page 1
8. Since your summary must provide a brief, but not incomplete,
overview of the key aspects of the offering, delete the statement
that the "summary is not complete."  If necessary, provide
additional
material information in a concise manner to make the summary
complete.
9. We remind you that a summary should provide a brief overview of
you in a balanced manner.  In this regard, please add disclosure
about the following in your core summary:

* Disclose that you have significant net losses, and state the
amount
for the most recent audited and interim periods.  Also, disclose
if
accurate that you have an expectation of continued significant
losses
and inadequate cash from operations to cover operating and net
losses.

* State the percentage of your common stock being offered in this
prospectus.  Also indicate that the Reed family will hold __% of
your
shares, and as a result will exercise control over your direction.

* Explain that your shares currently are not traded on any market
or
exchange, and briefly explain how this impacts share liquidity.
Briefly explain what is required to list your shares on an
exchange
or become quoted on a market.

* State the percentage of your total sales revenues you derive
from
your products being sold at supermarkets and also at specialty
stores.

      These are only examples.  Revise accordingly.
10. Further, in the core summary, please briefly describe the type
of
offering you are conducting, and describe how the amount of
proceeds
raised will impact your ability to operate going forward.
Risk Factors
11. Avoid risk factors that could apply to any company.  Generic
risk
factors do not represent meaningful disclosure.  Examples include:

* "We face risks associated with product liability claims...,"
page
4.  If you have a history of product recall, state the reason for
the
recall and the amount of resultant financial loss to you.
Moreover,
represent whether you carry commercially reasonable amount of
insurance coverage to insulate yourself from product liability
claims.  However, you do not need to disclose the dollar amount of
the insurance coverage you carry.  Finally, state here that you do
not maintain product recall insurance, as you disclose on page 22.

* "We need to manage our growth...," page 5.  Specify the nature
of
"significant strain" put upon your company by the growth you have
experienced.

* "Our ability to obtain needed additional financing...," page 6.
Quantify your known short-term and long-term capital requirements
and
disclose the time when you anticipate you will need the additional
capital.

If you elect to retain these and other generic risk factors in
your
prospectus, you must clearly explain how they apply to your
company,
industry, offering, etc.  Please revise accordingly throughout.

12. Some of your risk factors are unduly vague.  Please revise to
include sufficient, specific information to assess the risk.
Examples include:
* "The loss of our third-party suppliers or service providers...,"
page 4; and "The loss of our third-party distributors...," page 4.
Tell us supplementally whether you have lost or foresee losing
third-
party suppliers, service providers, or distributors, or have
experienced problems in business relationship with them.  If so,
disclose the fact in the discussion under the following two risk
factor captions.

* "Increases in the cost of packaging for our products...," page
4.
State the percentage of the total expenses on manufacturing that
is
spent on packaging your products.  If your cost of packaging has
increased substantially in the recent years, provide quantitative
information on this trend.

* "There is not yet a public trading market for our
securities...,"
page 5.  Please revise to more clearly articulate what you or
market
makers must do to create a trading market for your securities, and
how long that process may take.
These are only examples.  As a general matter, you should express
your risk factors in more concrete terms with adequate, but not
excessive, non-generic detail so that readers are able to clearly
identify and assess the magnitude of the risk.  Do not assume that
investors will be able to decipher the risk.
Forward-Looking Statements, page 8
13. The safe harbor provided by the Private Securities Litigation
Reform Act of 1995 for forward-looking statements is not available
for an initial registration statement.  In addition, such a safe
harbor in not available for an initial public offering, pursuant
to
Section 27A(b)(2)(D) of the Securities Act and Section
21E(b)(2)(D)
of the Exchange Act.  Delete references to Section 27A of the
Securities Act, Section 21E of the Exchange Act, and the Private
Securities Litigation Reform Act of 1995 here and on page 14.
14. In the last paragraph on page 9 you state that you are not
responsible for the accuracy and completeness of any forward-
looking
statements.  We remind you that are responsible for the accuracy
and
completeness of all contents of the registration statement.
Revise.

Capitalization as of June 30, 2004, page 12
15. Please revise your "As adjusted" disclosure to reflect the
10%,
50% and 100% scenarios presented throughout your filing.
16. Please delete the line-item "Other liabilities" from the
table.
Only capitalization in the form of debt and equity should be
included.

Dilution, page 13
17. With respect to the two issuances of Series A Convertible
Preferred Stock in October 2004 tell us what consideration was
given
to recognition of a beneficial conversion feature (BCF) under EITF
98-5.  In this regard we note that the Series A Convertible
Preferred
Stock entitles the holder to convert into 4 shares of common
stock.
Based on a sale price of $10 per preferred share, the cost of each
common share is $2.50.  Based on the proposed offering price per
common share of $4.00, it appears that the two transactions
resulted
in an intrinsic BCF of $1.50 per common share ($6.00 per Series A
Convertible Preferred share). Please advise.
Management`s Discussion and Analysis

Overview, page 14
18. We note that you discuss certain trends and uncertainties that
may affect your business or operations, factors such as the rise
in
freight costs and increase in demand for low-carbohydrate foods.
Expand this section to discuss any other known material trends and
uncertainties that will have or are reasonably likely to have a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  For
example,
if relevant, you may discuss the evolving trends in the nature of
your competition and the consumer demands in the geographical
markets
where you compete, developments in the supermarket and health food
store retail sales trends, any increased costs in the packaging
and
advertising for a consumer products manufacturer like you, and so
on.
In doing so, provide additional information about the quality and
variability of your earnings and cash flows so that investors can
ascertain the likelihood of the extent past performance is
indicative
of future performance.  In addition, discuss in reasonable detail:
* economic or industry-wide factors relevant to your company, and
* material opportunities, challenges and risks in short and long
term
and the actions you are taking to address them.
  	Please refer to SEC Release No. 33-8350.
19. State whether the Brewery has reduced production costs and
freight costs associated with your West Coast sales since 2002,
and
provide relevant quantitative disclosure.

Critical Accounting Policies, page 15
20. You state that you evaluate your non-amortizing trademark
license
and trademarks annually for impairment and "the fair value is
calculated by reviewing net sales of the various beverages and
applying industry multiples."  Please tell us the multiples you
apply
and how you determined that those multiples were representative of
multiples used by marketplace participants.

Results of Operations, page 18
21. Discuss whether you expect revenues, operating expenses, etc.
to
increase, decrease, or remain constant, and explain why.
Similarly,
identify and discuss any industry trends or uncertainties that
will
impact your revenues, costs, etc.
22. Delete the discussion of 2002 versus 2001 results of
operations
or include an audited 2001 statement of operations.
23. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
contributed
to the overall change in that line item, if practical.  For
example,
you provide a list of the contributing factors for the decrease in
gross margin through the first six months of 2004 but you do not
quantify the extent to which each factor impacted gross margin.
Also, you provide a list of contributing and offsetting factors
along
with percentage changes for the increase in general and
administrative expenses when comparing the year ended December 31,
2003 to the year ended December 31, 2002 however in the absence of
quantification of the dollar amounts of the expenses to which you
refer, the disclosure of percentage changes in individual cost
items
is not meaningful.  See Item 303(b) of Regulation S-B.

Liquidity and Capital Resources, page 19
24. You identify increases in receivables and inventory, offset by
an
increase in accounts payable as the primary drivers of the use of
operating cash flow.   Please expand your discussion to address
the
specific business reasons why these amounts fluctuated.  In this
regard it would be helpful to disclose the company`s days sales
outstanding, inventory turnover, or other metrics used by
management
to evaluate working capital.  Such disclosure should be
accompanied
by an explanation and analysis of any material trends indicated by
the data.  Also, you attribute the increase in receivables to the
increase in sales; however, the increase in receivables far
outpaced
the sales change on a percentage basis.  Please revise to explain.
25. Disclose the current status of your negotiations with the debt
holders of 2001 regarding the extension of the maturity date of
the
loan.  In addition, file the original and any subsequently revised
version of the loan agreement as exhibits.

Business

Founder`s Statement, page 23
26. Revise to limit the statement to salient aspects of the
offering
or your business.  Also, provide a balanced presentation of your
operations in your letter by including risks and weaknesses in
your
business and this offering.  The following is a partial list of
examples of revisions you need to make:

* Delete statements about doing "something that would be
beneficial
to the planet" and having "a deep respect for Mother Nature`s
remedies" since these statements do not add qualitatively to the
disclosure in the filing;

* Delete any unprovable statement such as many consumers of your
products buy them "for their range of benefits" because ginger has
"healing properties;"

* Provide us third-party annotated documentary evidence
substantiating your claim that your ginger ale recipe is from the
"log cabin days."

Recent Developments, page 24
27. We note the caption of this sub-section.  Please be advised
that
in disclosure documents "Recent Developments" typically denotes
events that have occurred since the most recent audited or interim
financial statements.  Change the caption to reflect that you
discuss
the history and background of your company in this sub-section.
28. Explain clearly what you mean by Reed`s Ginger Brews reaching
over 90% "placement" in natural food stores nationwide.  If, by
that
statement, you mean that 90% of the natural food stores in this
country carry your products, provide us the evidentiary basis of
your
claim.  In addition, state your current "placement" percentage.
Industry Overview, page 25
29. Provide us annotated copies of the relevant