SecProbe.io

August 16, 2018
Edwin Negron-Carballo
Chief Financial Officer
Celsius Holdings, Inc.
2424 N Federal Highway
Suite 206
Boca Raton, Florida 33431
Re:Celsius Holdings, Inc.
Form 10-K for the year ended December 31, 2017
Filed March 8, 2018
File No. 001-34611
Dear Mr. Negron-Carballo:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2017
Item 9.A. Controls and Procedures
Management's report on internal control over financial reporting, page 22
1.Please revise to include a statement identifying the framework used by management to
evaluate the effectiveness of the Company's internal control over financial reporting.
Refer to Item 308 of Regulation S-K for guidance.  Also, your current disclosures on page
23 indicate that your Interim President and Chief Executive Officer and your Chief
Financial Officer conducted an evaluation of the effectiveness of the design and operation
of your disclosure controls and procedures and determined they were effective.  Please
revise to provide management's assessment and conclusion with respect to the
effectiveness of your  internal control over financial reporting as of the end of the

 FirstName LastNameEdwin Negron-Carballo
 Comapany NameCelsius Holdings, Inc.
 August 16, 2018 Page 2
 FirstName LastName
Edwin Negron-Carballo
Celsius Holdings, Inc.
August 16, 2018
Page 2
Company's most recent fiscal year as required by Item 308 of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Linda Cvrkel, Staff Accountant at (202)551-3813 or Joel Parker, Senior
Assistant Chief Accountant at (202)551-3651 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining