SEC Comment Letter for Celsius Holdings, Inc. (CELH) (CIK 0001341766) (CELH) — Mar 28, 2007
Celsius Holdings, Inc. (CELH) (CIK 0001341766)
Date: March 28, 2007 · CIK: 0001341766 · Accession: 0000000000-07-015622
AI Filing Summary & Sentiment
File numbers found in text: 333-129847
Letter
Mail Stop 3561 March 28, 2007 Jan Norelid Chief Financial Officer Celsius Holdings, Inc. 140 NE 4th Avenue, Suite C Delray Beach, FL 33483
RE: Celsius Holdings, Inc. Item 4.01 Form 8-K filed March 9, 2007 File No. 333-129847
Dear Mr. Norelid:
We have reviewed your filing a nd 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.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requ irements 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 contact us at the telephone numbers listed at the end of this letter.
1. We note that you consummated a reverse acquisition on January 26, 2007 and that Sherb & Co was the auditor for the entity th at became the accounting survivor in that merger. We believe you had a change in acc ountants effective with that date. Please revise to disclose the January 26, 2007 change in accountants. You may do this by either amending the Form 8-K filed Februa ry 2, 2007 to include Item 4.01 disclosure, or you may amend the Form 8-K filed March 9, 2007 to describe the circumstances of the change.
Jan Norelid Celsius Holdings, Inc. March 28, 2007 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information 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 disclosures 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 this action as a defense in any pro ceeding 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.
As appropriate, please file your Amended Form 8-K and respond to these comments within five business days or tell us when you w ill provide us with a response. Your response to these comments should be submitted as an EDGAR correspondence file.
You may contact Robert Burnett, Sta ff Accountant, at ( 202) 551-3330, or in his absence, me at (202) 551-3841 if you ha ve questions regarding these comments.
S i n c e r e l y ,
M i c h a e l M o r a n Branch Chief
Show Raw Text
Mail Stop 3561
March 28, 2007
Jan Norelid
Chief Financial Officer
Celsius Holdings, Inc.
140 NE 4th Avenue, Suite C
Delray Beach, FL 33483
RE: Celsius Holdings, Inc.
Item 4.01 Form 8-K filed March 9, 2007
File No. 333-129847
Dear Mr. Norelid:
We have reviewed your filing a nd 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.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requ irements 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
contact us at the telephone numbers listed at the end of this letter.
1. We note that you consummated a reverse acquisition on January 26, 2007 and that Sherb & Co was the auditor for the entity th at became the accounting survivor in that
merger. We believe you had a change in acc ountants effective with that date. Please
revise to disclose the January 26, 2007 change in accountants. You may do this by either amending the Form 8-K filed Februa ry 2, 2007 to include Item 4.01 disclosure,
or you may amend the Form 8-K filed March 9, 2007 to describe the circumstances of
the change.
Jan Norelid
Celsius Holdings, Inc.
March 28, 2007
Page 2
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information 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 disclosures 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 this action as a defense in any pro ceeding 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.
As appropriate, please file your Amended Form 8-K and respond to these comments within five business days or tell us when you w ill provide us with a response. Your response
to these comments should be submitted as an EDGAR correspondence file.
You may contact Robert Burnett, Sta ff Accountant, at ( 202) 551-3330, or in his
absence, me at (202) 551-3841 if you ha ve questions regarding these comments.
S i n c e r e l y ,
M i c h a e l M o r a n
Branch Chief