SecProbe.io

Mail Stop 3561
        August 17, 2007
Jan Norelid, Chief Financial Officer
Celsius Holdings, Inc.
140 NE 4th Avenue, Suite C
Delray Beach, FL  33483

 Re:  Celsius Holdings, Inc.
  Registration Statement on Form SB-2
  Filed July 20, 2007
  File No. 333-144751

  Form 10-QSB for Quarter Ended June 30, 2007
  Filed July 16, 2007
  File No. 333-129847

Dear Mr. Norelid:

 We have reviewed your filings 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.

Form SB-2
1. We note that the calculation of registrati on fee table is based on the price of your
common stock on July 13, 2007.  We also note the common stock you are registering relates to a periodic equity investment agreement in which the number
of shares to be issued is based upon the market price of the common shares.  Accordingly, please confirm to us as follows:
• You have registered a good faith estimate of the maximum number of
shares you may issue under the periodic equity investment agreement;

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 2
• You will not rely on Rule 416 if the market price of the common shares
results in you having insufficient shares; and
• You will file a new registration statement to cover the resale of any
additional shares in the event that th e number of shares actually issued
exceeds the number of shares that you have included in the registration fee
table.

Prospectus Cover Page
2. Please eliminate parenthetical definitions  here and elsewhere in your document
where the meaning is clear from context.  For example, eliminate (“Common Stock”), (the “Company”) and (“Fusion Capital”).  Eliminate (the “Exchange
Act”) in the fourth paragraph.
Prospectus Summary, page 4
3. Please revise the first sentence in the fi rst paragraph to stat e that you in the
business of producing, distributing and mark eting functional beverages.  Similarly
revise the fourth sentence in the second paragraph and like disclosure elsewhere
in your document, such as under Current Business of the Company on page 22.  Please avoid references to “science” and “nutrition” when describing your product or explain to us why you believe su ch descriptions are appropriate.
4. Please delete “which has been scientifically validated” in the sixth sentence of the
second paragraph.  Also delete under Cu rrent Business of the Company on page
22 and under Plan of Operation on page 26.
5. Prominently disclose that your auditors have raised substan tial doubt as to your
ability to continue as a going concern.  Also, quantify the amount of funding you
will need to raise over the next 12 m onths to effectuate your business plan.
6. Please advise us as to how you have arrived at the 44,081,295 shares held by non-
affiliates.
Forward-Looking Statements, page 6
7. We note that you refer to Section 27A of  the Securities Act and Section 21E of
the Exchange Act.  Please note that Section 27A(b)(1)(C) of the Securities Act of 1933 and Section 21E(b)(1)(C) of the Securities Excha nge Act of 1934 expressly
state that the safe harbor for forwar d looking statements does not apply to
statements made by issuers that, at the time the statement is made, issue penny stock.  Therefore, the Litigation Reform  Act’s safe harbor does not apply to
statements made in your registration stat ement.  Please delete any references to

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 3
the safe harbor, Section 27A of the Securities Act and Section 21E of the
Exchange Act.  Also consider this comment in connection with similar disclosure on page 26.

Risk Factors, page 7
8. In general, descrip tions of risks that describe circumstances that could apply
equally to other businesses th at are similarly situated ar e generic risks that should
not be included in your risk factor secti on.  Please either eliminate these generic
risks, or revise them to state specific material risk s to your company or to the
purchasers in this offering.  For example,  we note that the following risk factors
appear to contain ge neric disclosures:

• The market price of our Comm on Stock is highly volatile.

• If we do not achieve profitability, our  business may not grow or continue
to operate.

• If we cannot effectively manage our  growth, we may incur substantial
losses .

• We may not be able to develop successful new products which are
important to our growth .

• We do not expect to pay dividends for the foreseeable future .

 Please note these are examples only.  Please review your entire risk factor
 section and revise as necessary.
9. Some of your risk factor cap tions merely state facts and do not describe the risk in
concrete terms.  For example,  the risk factor captioned “ Our directors and
executive officers beneficially own a s ubstantial amount of our Common Stock”
does not explain that these persons may c ontrol the direction of the company and
may have interests different from the shar eholders.  The risk factor captioned “We
are dependent on our key executives” does not explain whether it is difficult to
find persons expert in the functional beverage industry.  Please review your risk
factor captions to ensure th ey clearly and concisely de scribe the relevant risks.
10. Please eliminate language that mitigates the particular risk, such as “Although we maintain insurance coverage against the risk of product liability and product recall…” in the risk  factor captioned “
We may incur material losses as a result of
product recall and product liability .”

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 4
11. The last paragraph of the ri sk factors section on page 10 is inappropriate.  Please
delete.  The purpose of the risk factors sec tion is to set forth the risks material to
investors, not to address “all factors affecting your business.”

Use of Proceeds, page 11
12. Please provide a table for the use of net proceeds from the common stock purchase agreement based upon a reasonable range of prices and a reasonable number of shares to be issued pursuant to the agreement.  We would understand if
you added cautionary language that you ma y never receive the entire proceeds.

Selling Stockholders, page 11

Gregory Horn, page 12
13. We note your disclosure that you issued  1,391,500 shares to Gregory Horn which
were assigned a value of $2,005,640 or $2.16 per share.  The price per share you have presented is mathematically incorre ct.  Please revise your disclosure.

The Fusion Transaction, page 12
14. We note that the terms of your Common St ock Purchase Agreement with Fusion
Capital Fund II, LLC allow you to elect,  but do not require you, to increase the
Block Purchase Amount under certain trading conditions.  Since the pricing terms
of the equity line financing do not appear  to be based on a fixed amount and may
be elected by you, it does not appear that the transaction you pr opose is consistent
with an equity line financing that may be described as a secondary offering
because the private placement does not appear to have been completed.  See "Equity Line Financings" in Section VIII of the March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update .  Please tell us why you believe that
your private placement is complete.
15. We note that you did not file your  registration statement within the time period
required by the terms of your regi stration rights agreement. Please disclose the
consequences, if any, for having failed to timely file your registration statement.

Plan of Distribution, page 15
16. We note that 25,000 of the shares you are registering for resale by Fusion were
issued as a reimbursement for services rendered in connection with the equity
line.  Tell us what consideration you ha ve given to disclosing, under Item 508 of
Regulation S-B, that these shares amount  to underwriter or dealer compensation.

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 5
Directors, Executive Officers, Promot ers And Control Persons, page 16
17. It is not clear whether the biographies of Stephen and Ja nice Haley cover the past
five years.  Please advise or revise.
18. The fifth sentence of Mr. Haley’s biography appears incomplete.  Please revise.  Also explain “ERP.”
19. Please describe the business of Biohear t, Inc. in Mr. Norelid’s biography.
20. Please remove from the biographies any st atements not required by Item 401 of
Regulation S-B.  For example:

• “She transformed the company’s corporate identity from a turnaround
situation to position it for a profitable sale to Mapics.”

• “He … was instrumental in building the GNC brand and in expanding the company’s revenue by $100 million per year eleven (11) years in a row,
from $400 million to $1.5 billion.”

 These are only examples.  Please revise.

Current Business of the Company, page 22
21. You state that you are focused on expa nding your beverage brand, developing
product extensions and reformulations of new products and strengthening the distribution network for your products.  Pl ease explain in reasonable detail what
you have done to achieve these goals, what remains to be done, what is your timetable, projected costs and sources of revenue.  Please consider this comment
in connection with the discussion of your marketing endeavors, such as to
distributors, retail st ores, consumers, etc. and in tentions described on page 24.

Our Products, page 22
22. Please explain “clinical pr oof of functionality.”
23. Please provide support for the statement th at “Celsius is the first functional
beverage product to launch with c linical proof of functionality.”
24. Please explain what is the physical or functional need Celsius is intended to satisfy.

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 6
25. Explain whether Celsius has a premium price tag.  State how much a 12 ounce
bottle or can costs.
26. In the third sentence of this paragraph you refer to an independent research facility.  Under Clinical St udies you refer to independent  research organizations.
Please reconcile.

Clinical Studies, page 22
27. Please eliminate “respected” and “indepe ndent” from the second sentence of the
first paragraph.
28. Please explain “randomized, counterbalan ced design.”  Also explain “substrate
oxidation, indirect calorimetry and respiratory exchange ratios.”
29. Please explain who comprises the Ohio Re search Group of Exercise Science and
Sports Nutrition.
30. We note your discussion of what the studi es proved.  Also discuss the variables
involved that may make these conclusions less certain.
31. You indicate you funded the c linical studies.  Please indicate the amount paid to
each of the Ohio Research Group of Exer cise Science and Sports Nutrition and
the University of Oklahoma.  Also i ndicate whether any of  your officers or
directors is affiliated in any way with either entity.

Manufacture and Supply of Our Products, page 23
32. State the amount of your production.
33. Disclose the ingredients of  Celsius.  Explain whether there is a food label on a
bottle or can of Celsius and what it states.
34. Please revise the first sentence in the thir d paragraph to state “We believe that if
we grow” (not “as we continue to grow”).

Our Primary Markets, page 23
35. Please provide a table or chart showing wh ere your product is sold by state and by
venue, such as grocery store, convenience store, etc.  Also show the percentage sold in each location.

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 7
Distribution, Sales a nd Marketing, page 23
36. Please provide support for your statement th at “[m]edia interest in the category-
creating positioning and clinical proof generated national coverage on both television and radio.”
37. Please describe the comprehensive integr ated marketing communications program
developed for use in regional and national roll-out.  Explain how these materials
have been proven effective at creating sales where used.

Marketing to Distributors, page 23
38. Please describe whether or not  you have any contracts w ith your distributors such
that the amount that is distributed for any particular period of time is guaranteed.  If no contracts are in place, explain how you plan to expand your business, as you indicate elsewhere that this is your intended plan.

Marketing to Retail Stores, page 23
39. Elaborate upon your intentions that are desc ribed here.  Provide additional detail
as to how you plan to  execute on your intentions to market to retail stores directly,
including your timeframe and expected costs.

Direct Sales and Di stribution, page 23
40. Explain how you are establishing a DSD network what impact this will have upon
your existing distribution process.  For example, explain how you currently
distribute your product and how this ne twork will work with your existing co-
packing facility manufacturing process.

Research and Development, page 25
41. Please explain the statement that you maintain “a productive ongoing process for
identifying, qualifying and developing innovative new product concepts.”  Provide an estimate of the amount spent duri ng each of the last two fiscal years on
research and development activities, and if applicable the extent to which the cost of such activities are borne directly by customers.
Management’s Discussion And Analysis  Or Plan Of Operation, page 26
Overview
42. State the increase in the number of dist ributors and stores th at carry your product
over the last two (2) years.

Jan Norelid
Celsius Holdings, Inc.
August 17, 2007 Page 8
Revenues
43. Please state the number of ne w distributors you contracted  in 2007 as compared to
2006 and why this number fluctuated.

Gross Profit
44. Please state the shelf life of your product.

Operating Expenses, page 27
45. We note your disclosure that you rec ognized an impairment charge of $3.3
million in the first quarter of 2007 related primarily to trademarks of Celsius acquired from a director in  January 2007.  We note that paragraph 7 of SFAS
123(R) indicates that the fair value of a good received in a shar e based transaction
should be used to value th e transaction if the fair value of the good is a more
reliable measurement.  Given the amount of  shares issued in the transaction, the
amount of shares of the Company outstand ing, the breadth of the market in your
Company’s shares, and the nature of the good received, it does not  appear that the
fair value of transaction was appropriate ly measured by reference to the trading
price of the stock immediately after the reverse merger.  We also note that the
transaction included an agreement to cancel  a consulting contract.  We also note
that given the value of the trademarks acquired were written down to $0 shortly
after the transaction it appears that the tr ademarks did not have significant value
at the time of the transaction.  Please re vise your financial statements to assign a
value to the cancellation of the existing consulting contract with Mr. Horn and record that amount as an expense on can cellation of an executory contract.
Further, please assign any remaining valu e from the transaction not allocated to
the cancellation of the contract to the tradem