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      CELSIUS
HOLDINGS, INC.

      140
NE 4th Avenue,
Suite C

      Delray
Beach, Florida  33483

      February
5, 2009

      Mr. John
Reynolds

      100 F
Street, N.E.

      Mail Stop
3561

      Washington,
DC  20549-7010

      Re:          Celsius
Holdings, Inc.

      Amendment No. 1 to Form
S-1

      Filed October 9, 2008

      File No. 333-153244

      Dear Mr.
Reynolds:

      At the
request of the U.S. Securities and Exchange Commission, we are providing this
letter in response to certain comments made in the Commission’s letter dated
December 17, 2008 regarding the Company’s Amendment No. 1 to Form S-1 filed on
October 9, 2008 (the “Registration
Statement”).  We are providing the following letter containing
our responses.

                COMMENT
      1:

                We
      note your responses to comment 15 from our letter dated September 25, 2008
      and comment two from our letter dated November 7, 2008. Without addressing
      your Rule 144 analysis, please note the Preliminary Note to Rule 144,
      which states that the Rule 144 safe harbor is not available for a
      transaction or series of transactions that, although in technical
      compliance with Rule 144, is part of a plan or scheme to evade the
      registration requirements 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 advise
      us why you believe Golden Gate is not acting as an underwriter as defined
      in Section 2(a)(11) of the Act regardless 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.

                RESPONSE:

                We
      have enlisted the assistance of Golden State Equity Investors, Inc.
      (previously known as “Golden Gate Investors, Inc.”) (“GSEI”) and its
      outside counsel to provide a comprehensive response to Comment
      1.  The response is attached hereto as Exhibit A and
      incorporated herein by reference.  Based on the facts, law and
      interpretive material presented in Exhibit A, the Company does not believe
      GSEI was acting as an underwriter as defined in Section 2(a)(11) of the
      Act.  Exhibit A is intended to replace the Company’s prior
      explanations to the extent
necessary.

                COMMENT
      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 the
      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 holding period for
      the restricted securities involved in the partial conversion. Please
      advise us why you believe the partial conversions comply with the holding
      period of Rule 144(d) given the time period between each partial
      conversion's share issuance and full discharge of
  debt.

                RESPONSE:

                We have enlisted the
      assistance of Golden State Equity Investors, Inc. (previously known as
      “Golden Gate Investors, Inc.”) (“GSEI”) and its outside counsel to provide
      a comprehensive response to Comment 2.  The response is attached
      hereto as Exhibit A and incorporated herein by reference.  Based
      on the facts, law and interpretive material presented in Exhibit A, the
      Company believes that each partial conversion complies with the holding
      period of Rule 144(d) for the restricted securities involved in the
      partial conversion.

                COMMENT
      3:

                To
      assist us in understanding your responses, 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 Golden 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 advise
      us of the approximate number of shares Golden Gate has sold into the
      market to date.

                RESPONSE:

                We
      have issued 16,846,645 shares to Golden State Equity Investors, Inc.
      (previously known as “Golden Gate Investors, Inc.”) (“GSEI”) to date. As
      described below and discussed in Exhibit A, the number of shares issuable
      to GSEI is subject to a variety of factors outside the control of both the
      Company and GSEI.  That said, the maximum number of shares that
      may be acquired by GSEI assuming the company's current share price of
      $0.05, will be the volume weighted average sales price of our common stock
      during the previous 20 days of any conversion, then the total amount of
      shares in a full conversion of the outstanding convertible debenture would
      be 17,525,000 shares of common stock.  If hypothetically, the
      current share price decreases 50% and 75%, then the full conversion would
      be to 35,050,000 and 70,100,000 shares of common stock, respectively.
      However, it should be noted that all such hypothetical calculations assume
      that GSEI elects to convert the debenture to shares and that the Company
      chooses to issue shares rather than pay the debenture in cash which the
      Company has the right to do at any time the conversion price is less than
      $0.20.  The Company cannot provide any assurance that it will
      issue such stock or that GSEI will elect to convert
  it.

      We trust
that this response satisfactorily responds to your request.  Should
you require further information, please contact Roger L. Shaffer, Esq. at (561)
862-5535 or myself at (561) 276-2239.

      Very
truly yours,

      /s/ Jan
Norelid

      Jan
Norelid

      Chief
Financial Officer

      EXHIBIT
A

      The
following information is submitted by Celsius Holdings, Inc. (the “Company”)
on behalf of Golden State Equity Investors, Inc. (previously known as “Golden
Gate Investors, Inc.”) (“GSEI”) in
response to the Commission staff’s (the “Staff”)
December 17, 2008 correspondence (the “December 17
Letter”).

      Background

      GSEI’s principal business is making
private investments.  It is entirely funded by its sole stockholder
and regularly makes direct investments in publicly traded
companies.  As disclosed by the Company in its Form S-1 filed on
August 28, 2008 (the “Form
S-1”), GSEI entered into a securities purchase agreement with the Company
on December 19, 2007 (the “Purchase
Agreement”) for the sale of an unsecured convertible debenture (“Debenture”)
and the shares of the Company’s common stock, par value $0.001 per share (the
“Common
Stock”) issuable upon conversion or redemption of the Debenture (the
“Conversion
Shares” and, collectively with the Debentures, the “Securities”).  GSEI
understands that the Company entered into this transaction in pursuit of capital
to grow its business and fund operations.

      The transaction was structured so that
at the closing, which occurred on December 19, 2007, the Company issued to GSEI
the Debenture in the amount of $1,500,000 in return for receipt of the sum of
$1,500,000, $250,000 of which was paid in cash and the remainder of which was
evidenced by a full-recourse, secured promissory note issued by GSEI to the
Company.  The promissory note matures on February 1, 2012 (the “Note”),
and each of the transaction documents, including the Purchase Agreement, the
Debenture and the Note were filed with the Securities and Exchange Commission
(the “Commission”)
by the Company on a current report of Form 8-K.1  As of the date of this
letter, the Company has received the following cash prepayments under the Note
from GSEI:

                      Date

                      Promissory
      Note Prepayments

                      12/27/2007

                    $
                    250,000.00

                      6/23/2008

                    250,000.00

                      7/21/2008

                    250,000.00

                      7/31/2008

                    50,000.00

                      8/20/2008

                    200,000.00

                      9/24/2008

                    250,000.00

                      Total

                    $
                    1,250,000.00

      Analysis
of Underwriter Status

        1  While
no registration statement was required in connection with this exempt
transaction, the Company’s public disclosure of information concerning the
transaction in a Form 8-K furthers the purpose of Section 5 of the Securities
Act of 1933 (“Securities Act”), which is to promote disclosure of information to
inform investment decisions.  SEC v. Cavanaugh, 1 F. Supp.
2d 337, 360 (S.D.N.Y. 1998).

      GSEI respectfully submits that it is
not an underwriter because it did not purchase the Securities with a view to
distribution.  Instead, GSEI acquired the Securities as an investment
for its own account in the ordinary course of its business and was immediately
subject to various forms of market risk.  In addition, at the time
GSEI acquired the Securities, it did not have any agreement or understanding,
directly or indirectly, with any person to distribute the
Securities.

      Definition
of an “Underwriter”

      Section 2(11) of the Securities Act
defines an underwriter as “any person who has purchased from an issuer with a
view to, or offers or sells for an issuer in connection with, the distribution
of any security, or participates or has a direct or indirect participation in
any such undertaking, or participates or has a participation in the direct or
indirect underwriting of any such undertaking”.  One of the purposes
of the definition is to “cover all persons who might operate as conduits for the
transfer of securities to the public”.  See, e.g., Wheaton v. Matthews Holmquist &
Associates, 858 F.Supp. 753, 757 (N.D.Ill. 1994); and Ackerberg v. Johnson, 892
F.2d 1328, 1335-36 (8th Cir. 1989).

      The definition’s phrase “with a view to
. . . . distribution” creates a subjective standard regarding the purchaser’s
intent.  As such, it is fact-specific.  In determining
intent, courts and the Commission often look to evidence based on objective
criteria, such as the purchaser’s actions at and following the time of the
purchase and during any holding period.

      This “facts and circumstances” approach
to analyzing underwriter status is echoed in Staff no-action letters and in
interpretations published by the Staff in its Manual of Publicly Available
Telephone Interpretations (the “SEC Staff
Interpretations”).  Specifically, in the no-action letter
issued to the American Council of Life Insurance (May 10, 1983), the Staff noted
that determination of “underwriter” status depends on all of the facts and
circumstances surrounding a particular transaction.  The Staff also
stated that institutional investors generally should not be deemed to be
underwriters with regard to the purchase of large amounts of securities,
provided such securities are acquired in the ordinary course of the purchaser’s
business and that the purchasers have no arrangement with any person to
participate in the distribution of such securities.

      Similarly, SEC Staff Interpretation D.5
states that the “determination of whether a person is an underwriter with
respect to a large amount of securities acquired in one or a series of offerings
under the rule depends on the particular facts and
circumstances.”  And SEC Staff Interpretations D.29 and H.76 provide
the following list of factors for determining whether selling security holders
are acting as underwriters selling on behalf of an issuer:

                ·

                how
      long the selling shareholders have held the
  shares;

                ·

                the
      circumstances under which they received
them;

                ·

                their
      relationship to the issuer;

                ·

                the
      amount of shares involved;

                ·

                whether
      the sellers are in the business of underwriting securities;
      and

                ·

                finally,
      whether under all the circumstances it appears that the seller is acting
      as a conduit for the issuer.

          2

      GSEI has reviewed the factors in the
Staff’s comments and other relevant factors including the considerations in the
SEC Staff Interpretations mentioned above.  For the reasons explained
in greater detail below, based upon the totality of the facts and circumstances
in this matter, GSEI is not an underwriter as defined in Section 2(11) of the
Securities Act and as clarified by the Commission and Staff interpretive
positions.

      GSEI Purchased
the Securities in the Ordinary Course of Business.

      GSEI is a private equity investor with
one shareholder and not a registered broker dealer, and GSEI made the Company
aware of the fact that GSEI is in the business of buying and holding equity
investments in a number of different companies.  In the ordinary
course of its business, GSEI acquired the Debenture and the underlying Common
Stock issuable upon conversion or redemption of the Debenture for its own
account, for investment purposes only and not with a view towards or in
connection with the public sale or distribution of the Securities.

      The terms and conditions of the
transaction demonstrate that the transaction was an investment, not an
underwritten transaction.  For instance, GSEI acquired the Debentures
with an agreed upon purchase price, and the purchase price does not reflect a
discount that is customary in an underwritten transaction.  Further,
the fixed conversion price feature of the Debenture (with the conversion price
being equal to the lesser of a percentage of the market price at the time of
conversion or a fixed price) creates an incentive for the purchaser to hold the
securities.  Indeed, the longer that the purchaser holds the debenture
in anticipation of the market price increasing above the fixed price, the
greater the potential return on the ultimate conversion of the Debenture into
Common Stock.

      Moreover, GSEI has not (and will not)
receive a commission or any other remuneration from the Company if and when it
sells any of the Conversion Shares, and the Company will not receive any
proceeds from the sale of such shares by GSEI.  In addition, the
Purchase Agreement includes customary representations and warranties, covenants
and conditions to closing from the Company regarding ongoing status of the
Company being a reporting company under the Exchange Act; proper and timely
filing of reports, proxy statements, forms and other documents requi