SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
                                                                                                   December 17, 2008  Stephen C. Haley, President Celsius Holdings, Inc. 140 NE 4
th Avenue, Suite C
Delray Beach, Florida  33483
RE: Celsius Holdings, Inc.
Amendment No. 1 to Form S-1
Filed October 9, 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.

1. We note your responses to comment 15 fr om our letter dated September 25, 2008
and comment two from our letter date d November 7, 2008.  Without addressing
your Rule 144 analysis, please note th e Preliminary Note to Rule 144, which
states that the Rule 144 safe harbor is not  available for a trans action or series of
transactions that, although in  technical compliance with Rule 144, is part of a plan
or scheme to evade the registration require ments of the Securities Act.  In this
regard, we note disclosure on page F-13 of the Form S-1 describing the criteria
for Golden Gate’s payment obligations and the statement that “[t]he most
significant criteria is that the Company can issue freely tradable shares.”  It
appears the parties relied on technical compliance with Rule 144(d).  Please

Stephen C. Haley
Celsius Holdings, Inc.
Page 2
advise us why you believe Golden Gate is not acting as an underwriter as defined
in Section 2(a)(11) of the Act regard less of your belief concerning compliance
with Rule 144.  In this regard, given Golden Gate’s percentage ownership limit
and the necessity for Golden Gate to resell significant numbers of shares into the
market, please advise us why you believe Golden Gate should not be deemed to
have purchased the securities with a view to distribution.
2. We note your response to comment 15 from our letter dated September 25, 2008.
You state that, under Rule 144( d)(2), the transactions complied with the holding
period for restricted securities and, with respect to the promissory note, payment
in full was received prior to the issuance of the underlying securities for each partial conversion.  It appears that th e holding period for each partial conversion
in the table on page 12 of your response is  less than six months after receipt of
payment under the promissory note.  For example, the table indicates that the
partial conversion on August 11, 2008 of 617,674 shares relates to the full
payment of $45,000 received less than two months earlier, on June 23, 2008, the date identified under the column “Eligible for resale.”  It is unclear how each partial conversion complies with the holdi ng period for the restricted securities
involved in the partial conversion.  Pleas e advise us why you believe the partial
conversions comply with the holding peri od of Rule 144(d) given the time period
between each partial conversion’s shar e issuance and full discharge of debt.
3. To assist us in understanding your re sponses, please quantify the number of
shares issued to Golden Gate to date, and quantify the maximum possible number of shares that may be acquired by Gold en Gate assuming the company’s current
share price and hypothetical 50%  and 75% decreases to the current share price.
Also, to the extent known to you, please a dvise us of the approximate number of
shares Golden Gate has sold into the market to date.

* * *

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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 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.

Stephen C. Haley
Celsius Holdings, Inc.
Page 3

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding 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.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Janice McGuirk at (202) 551- 3395 or Jim Lopez, Branch Chief, at
(202) 551- 3536 with any questions.
     S i n c e r e l y ,

                                                             John Reynolds,      A s s i s t a n t  D i r e c t o r

cc: Roger Shaffer, Esq.
Fax (561) 864-5101