SecProbe.io

Mail Stop 3561
        September 20, 2007
Jan Norelid, Chief Financial Officer
Celsius Holdings, Inc.
140 NE 4th Avenue, Suite C
Delray Beach, FL  33483

 Re:  Celsius Holdings, Inc.
  Amendment No. 1 to Registra tion Statement on Form SB-2
  Filed August 28, 2007
  File No. 333-144751

Dear Mr. Norelid:

 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 comment is inapplicable or
a revision is unnecessary.  Please be as deta iled 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 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.

Risk Factors, page 7

1. We note your response to prior comment  9 in our letter of August 17, 2007.
Please also revise your risk factor entitled “We may be unsuccessful in managing our growth…” as you do not explain why this is a risk of which investors should be aware as it relates to your specific circ umstances.  Please revise to elaborate.

2. Please revise the caption “Our business may su ffer from lack of diversification” to
further explain this risk.

The Fusion Transaction, page 13

3. We note your response to prior comment 14 in our letter of August 17, 2007.
While you indicate generally your belief that  the company has completed the sale

Jan Norelid
Celsius Holdings, Inc.
September 20, 2007 Page
2

of securities, you have not specifically a ddressed the provision referenced in the
prior comment.  Please tell us why you be lieve that the sale of securities is
complete if the terms of your Common Stock 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.

Directors, Executive Officers, Promoters and Control Persons, page 17

4. We note your response to comment 18 in our letter of August 17, 2007.  However, it does not appear you have completed the fifth sentence in Mr. Haley’s
biography.  Please ad vise or revise.

Current Business of the Company, page 23

5. We note your response to comment 21 in  our letter of August 17, 2007.  Although
your revised disclosure addresses the role that DSD distributors play in marketing
your product, you do not provide much in th e way of specifics as to how you plan
to “expand [y]our beverage brand, develop product extensions and reformulations of new products” including your timetable fo r achieving this.  This comment also
applies to comment 47, in terms of proj ected costs and means of financing.
Please revise.

Our Products, page 23

6. We note your response to comment 24 in our letter of August 17, 2007.  However, please clarify whether the physical or f unctional need Celsiu s is intended to
satisfy is weight loss or energy or both.

Selling to Retail Stores, page 26

7. We note your response to comment 39 in our letter of August 17, 2007.  However, please clarify whether you are
currently  marketing to retail stores by utilizing
trade shows, trade advertising, telemarket ing, direct mail pieces and direct contact
with retailers you believe woul d be interested in your produc ts.  If this is a future
plan, please provide a timefr ame and expected costs.

Management’s Discussion and Anal ysis of Plan of Operation

Results of Operations for the Three Months Ended June 30, 2007

Operating Expenses, page 28

8. We note your response to prior comment  45 of our letter dated August 27, 2007.
We believe the discussion with regard s to the termination of the consulting

Jan Norelid
Celsius Holdings, Inc.
September 20, 2007 Page
3

agreement, since it occurred in the firs t quarter of 2007, should be included in the
results of operations for the six mont hs ended June 30, 2007, as opposed to the
three months ended June 30, 2007.  Additionally, please remove the discussion referring to the $3.3 million impairment charge at the bottom of page 28.

Notes to Financial Statements June 30, 2007

Note 12.  Stock-based compensation, page F-9

9. We note your response to prior comment  57 of our letter dated August 17, 2007.
For the 10.4 million shares issued Janua ry 19, 2007, help us better understand
how you determined a fair market value of $0.02 per share, as  input into your
Black Scholes model, when prior to that date the shares had been traded at $0.50
per share and subsequent to the merger the shares have not traded below $0.62.
Also, explain whether the 1,337,246 shares  issued during the interim period
ending March 31, 2007, as presented per the table on page F-11, were issued in
connection with the Incentive Plan discu ssed in Note 12.  If they are not, please
describe the arrangement and explain how  you arrived at $0.02 per share value.

10. We note your response to prior comment  58 that the company had no options
outstanding as of December 31, 2006.  Please revise your interim period financials to include the disclosure requirements of SFAS 123(R) paragraphs
A240 and A241.  The disclosure requiremen ts are also applicable to interim
periods.

Note 14.  Issuance of Shares and Financing, page F-10

11. We note the reconciliation of equity transactions you pr ovided in response to prior
comment 60 of our letter dated August 17, 2007.  Every transaction with the exception of 105,000 shares issued at $0.99 per share and the warrants which we understand had an exercise price of $0.14, a ppears to have occurred below the fair
market value of your stock as traded on the Over the Counter Bulletin Board.
Please explain how the valuation method you utilized is more reliably measurable than the fair value of your equity in struments.  See SFAS 123(R) paragraph 7.
Further, explain why the 2,057,194 shares issued for $500,000 in consideration to Fusion are represented in the s econd table on page F-11 as $486,140.

Notes to Financial Statements December 31, 2006

Note 1. Organization and Descri ption of Business, page F-21

12. Please include the disclosure you provided  in responses to prior comment 53 of
our letter dated August 17, 2007, here as well.

Jan Norelid
Celsius Holdings, Inc.
September 20, 2007 Page
4

* * * *

 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 letter with your amendment that keys your
responses to our comments and provides a ny requested information.  Detailed 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 Scott Stringer, Staff Accountant, at  (202) 551-3272 or Michael
Moran Accounting Branch Chief, at (202)  551-3841 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anita Karu, Attorney-Advisor, at 202-551-3240, Mara Rans om, Legal Branch Chief, at (202) 551-
3264, or me at (202) 551-3725 w ith 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: Clayton E. Parker, Esq.
 Facsimile: (305) 358-7095