SEC Comment Letter for Celsius Holdings, Inc. (CELH) (CIK 0001341766) (CELH) — Oct 11, 2007
Celsius Holdings, Inc. (CELH) (CIK 0001341766)
Date: Oct. 11, 2007 · CIK: 0001341766 · Accession: 0000000000-07-049575
AI Filing Summary & Sentiment
File numbers found in text: 333-144751
Referenced dates: September 20, 2007
Letter
Mail Stop 3561 October 9, 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. 2 to Registra tion Statement on Form SB-2 Filed September 24, 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. Pleas e be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments.
Current Business of the Company, page 23
1. We note your response to comment 5 in our letter dated September 20, 2007. We note your indication that it is not feasible to provide a timetable for achieving the expansion efforts you discussed. However, you continue to state on page 23 that “[o]nce [you] have a comprehensive netw ork in place, [you] plan on launching additional brands through that network.” If you are not focused on expanding your beverage brand at this time, please revi se your disclosure to specifically state this and explain why. Please also indicat e what aspect of your business you are focused on at this time.
Exhibit 5.1 Opinion of Counsel 1. We note the legality opinion states that "This opinion is rendered as of the date hereof.” This implies that the opinion is valid only as of September 24, 2007, the date you filed your registration statement. The legality opinion must speak as of the effective date of the registration stat ement. Please revise to eliminate the quoted language, or file the legality opini on as part of an amendment on the date you request effectiveness of the registration statement.
Jan Norelid Celsius Holdings, Inc. October 9, 2007 Page 2 * * * *
Please contact Anita Karu, Attorney -Advisor, at 202-551-3240, Mara Ransom, Legal Branch Chief, at (202) 551-3264, or me at (202) 551-3725 with any 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
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Mail Stop 3561
October 9, 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. 2 to Registra tion Statement on Form SB-2
Filed September 24, 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. Pleas e be as detailed as necessary in your explanation. After
reviewing this information, we may raise additional comments.
Current Business of the Company, page 23
1. We note your response to comment 5 in our letter dated September 20, 2007. We note your indication that it is not feasible to provide a timetable for achieving the
expansion efforts you discussed. However, you continue to state on page 23 that
“[o]nce [you] have a comprehensive netw ork in place, [you] plan on launching
additional brands through that network.” If you are not focused on expanding your beverage brand at this time, please revi se your disclosure to specifically state
this and explain why. Please also indicat e what aspect of your business you are
focused on at this time.
Exhibit 5.1 Opinion of Counsel
1. We note the legality opinion states that "This opinion is rendered as of the date
hereof.” This implies that the opinion is valid only as of September 24, 2007, the
date you filed your registration statement. The legality opinion must speak as of
the effective date of the registration stat ement. Please revise to eliminate the
quoted language, or file the legality opini on as part of an amendment on the date
you request effectiveness of the registration statement.
Jan Norelid
Celsius Holdings, Inc.
October 9, 2007 Page 2
* * * *
Please contact Anita Karu, Attorney -Advisor, at 202-551-3240, Mara Ransom,
Legal Branch Chief, at (202) 551-3264, or me at (202) 551-3725 with any 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