SecProbe.io

Mail Stop 3561

                                                                                                  September 25, 2008

Stephen C. Haley, President
Celsius Holdings, Inc.
140 NE 4th Avenue, Suite C
Delray Beach, Florida  33483

RE: Celsius Holdings, Inc.
Registration Statement on Form S-1
Filed August 29, 2008
File No. 333-153244

Dear Mr. Haley:

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 provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securitie s underlying the c onvertible Series A Preferred Stock
and other convertible securi ties that you have regist ered for resale (using the
number of underlying securities that you have regist ered for resale and the
market price per share for those securities on the date of the sale of the Preferred
and other convertible securities).
2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transaction (including
any interest payments, liquidated damage s, payments made to “finders” or
“placement agents,” and any other payments or potential payments).  Please

provide footnote disclosure of the terms of each such payment.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the Preferred and other
convertible securities and th e total possible payments to all selling shareholders
and any of their affiliates in the first y ear following the sale of the Preferred and
other convertible securities.
3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the Preferred and other
convertible securities presented in a table, with the following information
disclosed separately:

• the market price per share of the securities underlying the convertible
securities on the date of sale  of the convertible securities;

• the conversion price per share of the underlying securities on the date of the
sale of the convertible securities, calculated as follows:

- if the conversion/exercise  price per sh are is set at a fixed price, use the
price per share established for the convertible securities; and

- if the conversion price per share is no t set at a fixed price and, instead, is
set at a floating rate in relationship to the market price of the underlying
security, use the conversion/exercise di scount rate and the market rate per
share on the date of the sale of the co nvertible securities and determine the
conversion/exercise price per share as of that date;

• the total possible shares underlyi ng the convertible securities;

• the combined market price of the total number of shares underlying the
convertible securities, calculated by us ing the market price per share on the
date of the sale of the convertible se curities and the total possible shares
underlying them;

• the total possible shares the selling shareholders may receive and the
combined conversion/exercise price of the total number of  shares underlying
the convertible securities,  calculated by using the conversion/exercise price on
the date of the sale of the convertible securities and the total possible number
of shares the selling shareholders may receive; and

• the total possible discount to  the market price as of th e date of the sale of the
convertible securities, calculated by s ubtracting the total conversion/exercise

price on the date of the sale of the co nvertible securities from the combined
market price of the total number of  shares underlying them on that date.

If there are provisions in the Preferred or  other convertible s ecurities that could
result in a change in the price per sh are upon the occurrence of certain events,
please provide additional tabular disclosure  as appropriate.  For example, if the
conversion/exercise price per share is fixed unless and unt il the market price falls
below a stated price, at which point the conversion/exercise price per share drops
to a lower price, please provide additional disclosure.
4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be realized as a result of  any conversion discounts
for shares underlying any other warrants, options, notes or other securities that
are held by the selling shareholders or any affiliates of the selling
shareholders, presented in a table with the following information disclosed separately:

• market price per share of the underlying securities on the date of the sale of that other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the exercise price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;

• the total possible shares to  be received and the comb ined conversion price of
the total number of shares underlying th at other security calculated by using
the conversion price on the date  of the sale of that ot her security and the total
possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other secu rity from the combined market price of
the total number of underly ing shares on that date.
5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the issuer in the Preferred and other
convertible security transactions;

• all payments that have been made or that may be required to be made by the
issuer that are disclosed in  response to comment two;

• the resulting net proceeds to the issuer; and

• the combined total possible profit to be realized as a result of any conversion
discounts regarding the securities un derlying the Preferred and any other
convertible securities, and any other warrants, options, notes, or other
securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to comment three and comment four.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to comment two, and the total possible discount to the
market price of the shares underlying  the Preferred and other convertible
securities, as disclosed in response to comment three, divided by the net proceeds
to the issuer from the sale of the Prefe rred and other convertible  securities, as well
as the amount of that resulting percentage averaged over the term of the convertible securities.
6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (o r any predecessors of those persons),
with the table including the following in formation disclosed separately for each
transaction:

• the date of the transaction;

• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;

• the number of shares of the class of secu rities subject to the transaction that

were outstanding prior to the transacti on and held by persons other than the
selling shareholders, affiliates of th e company, or affiliates of the selling
shareholders;

• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full issuance), with the percentage
calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling shareholders,
affiliates of the company, or affiliates of the selling shareholders, and dividing
that number by the number of shares issued  or issuable in connection with the
applicable transaction;

• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to  the Preferred and other convertible
securities transactions that are held  by persons other than the selling
shareholders, affiliates of the comp any, and affiliates of the selling
shareholders;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;

• the number of shares that have been sold in registered resa le transactions by
the selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale  on behalf of the selling shareholders
or affiliates of the selling share holders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstanding convertible securities,
options, or warrants.
8. Please provide us, with a view toward di sclosure in the prospectus, with the

following information:

• Whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to make all payments on the overlying convertible notes; and

• whether – based on information obtained from the selling shareholders – any
of the selling shareholders have an existing short position in the company’s
common stock and, if any of the selling shareholders have an existing short
position in the company’s common stoc k, provide the following additional
information:

-the date on which each such selling shareholder entered into that short
position; and

-the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the Preferred and
other convertible securitie s transactions and the fi ling of the registration
statement ( e.g., before or after the announcement of the transaction, before the
filing or after the filing of the registration statement, etc.).
9. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have existed in the past three years or  are to be performed in the future
between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders , or any person with whom any selling
shareholder has a contractual relationsh ip regarding the transaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the rights and obligations of the
parties in connection with the issuance of the Prefe rred and other convertible
securities transactions; and

• copies of all agreements between the issuer (or any of its predecessors) and
the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling share holder has a contractual relationship
regarding the transaction (or any predece ssors of those persons) in connection
with the sale of the Preferred.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.
10. Please provide us, with a view toward disclosure in the prospectus, with a

description of the method by which the co mpany determined the number of shares
it seeks to register in connection with this registration statement.  In this regard,
please ensure that the number of shares registered in the fee table is consistent
with the shares listed in the “Selling Shareholders” section of the prospectus.
11. With respect to the shares to be offered for resale by each se lling security holder
that is a legal entity, plea se disclose the natural pers on or persons who exercise
the sole or shared voting and/or dispositive powers with respect to the shares to be
offered by that shareholder.

Financial Statements
12. Please revise to include an  audited balance sheet fo r the fiscal year ended
December 31, 2006 in accordance with Article 8-02 of Regulation S-X.

Signatures
13. Please revise the statement in the second part of the Signatures page to make clear that the individuals are signing on their own behalf.
14. Please provide the full titles for Messrs. Haley and Norelid, and the capacities in which they sign the registration statement,  in the second section of the Signatures
page.  See Instructions 1 and 2 to  the Signatures page of Form S-1.

Other
15. We note references on page 28 and else where to a December 19, 2007 securities
purchase agreement with Golden Gate Inve stors, Inc.  For example, you state on
page F-13 that Golden Gate Investors is obligated to pay $250,000 per month w