SecProbe.io

September 11, 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
Response dated August 21, 2018
File No. 001-34611
Dear Mr. Negron-Carballo:
            We have reviewed your August 21, 2018 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 16, 2018  letter.
Form 10-K for the year ended December 31, 2017
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 22
1.We note your proposed disclosures to be made in response to our comment.
Management's report on internal control over financial reporting still does not identify the
relevant framework that was used to evaluate your internal controls over financial
reporting.  Please revise to indicate the relevant framework that was used to evaluate your
internal controls over financial reporting.  Also, the proposed disclosures continue to
indicate that management evaluated the effectiveness of disclosure controls and

 FirstName LastNameEdwin Negron-Carballo
 Comapany NameCelsius Holdings, Inc.
 September 11, 2018 Page 2
 FirstName LastName
Edwin Negron-Carballo
Celsius Holdings, Inc.
September 11, 2018
Page 2
procedures as of December 31, 2017 rather than internal controls over financial reporting.
Please revise to indicate that management evaluated the effectiveness of your internal
controls over financial reporting and provide management's conclusions with respect to
the effectiveness of these controls. Refer to the guidance outlined in Item 308 of
Regulation S-K.
            You may contact Linda Cvrkel, Staff Accountant at (202)551-3813 or Joel Parker, Senior
Assistant Chief Accountant at 202-551-3651 if you have questions regarding comments on the
financial statements and any other matters.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining