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      Response to SEC comments

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    VIA
      EDGAR

    April
      4,
      2007

    Mr.
      Michael Moran

    Branch
      Chief

    101
      F
      Street

    Washington,
      D.C. 20549

    RE:        Celsius
      Holdings, Inc

    Item
      4.01
      Form 8-K filed March 9, 2007

    File
      No.
      333-129847

    Dear
      Mr.
      Moran;

    Please
      accept this letter as the formal response of Celsius Holdings, Inc (the
“Company”) to the Staff’s letter dated March 28, 2007. Courtesy copies of this
      letter are being forwarded to you and Robert Burnett.

    The
      following was the material request from the Staff’s March 28, 2007 letter:

          1.

            We
              note that you consummated a reverse merger acquisition on January 26,
              2007
              and that Sherb & Co was the auditor for the entity that became the
              accounting survivor in that merger. We believe you had a change in
              accountant effective with that date. Please revise to disclose the
              January
              26, 2007 change in accountants. You may do this by either amending
              the
              Form 8-K filed February 2, 2007 to include item 4.01 disclosure, or
              you
              may amend the Form 8-K filed March 9, 2007 to describe the circumstances
              of the change.

    As
      stated
      in my conversation with the Staff on April 2, 2007, we would like to clarify
      that the auditors Chang G. Park, CPA, Ph.D. (“Chang Park”) continued performing
      services for the Company until we terminated their services on March 8, 2007.
      For instance they reviewed the Form 10-QSB that was filed on 2/14/07. The
      Company’s Board determined to terminate Chang Park’s services as soon as
      practical after the new board members had taken their positions as new board
      members of Celsius Holdings, Inc on March 5, 2007. This was 10 days after Form
      SC-14F1 was filed on 2/23/07. Prior to this date the old board of directors
      was
      still in control of the board of the Company.

    The
      Company represents that there were no disagreements with the auditors Chang
      Park
      through March 8, 2007, as was also represented by Chang Park in the letter
      filed
      with Form 8-K on March 9, 2007.

    The
      Company believes that it filed Form 8-K correctly and has determined that there
      is no reason to amend the Form 8-K filed on March 9, 2007.

    The
      Company acknowledges that:

          ·

            the
              Company is responsible for the adequacy and accuracy of the disclosures
              in
              the filing;

          ·

            Staff
              comments or changes to disclosure in response to staff comments do
              not
              foreclose the Commission from taking any action with respect to the
              filing; and

          ·

            the
              Company may not assert this action as a defense in any proceeding
              initiated by the Commission or any person under the federal securities
              laws of the United States.

    Sincerely

    /s/
      Jan Norelid

    Jan
      Norelid

    Chief
      Financial Officer