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      CELSIUS
HOLDINGS, INC.

      140
NE 4th Avenue,
Suite C

      Delray
Beach, Florida  33483

      May 26,
2009

      Ms. Tia
Jenkins

      Senior
Assistant Chief Accountant

      100 F
Street, N.E.

      Mail Stop
3561

      Washington,
DC  20549-7010

                Re:

                Celsius
      Holdings, Inc.

                Form
      10-K for Fiscal Year Ended December 31,
2008

                Filed
      March 9, 2009

                Form
      10-Q for the Fiscal Quarter Ended March,
2009

                Filed
      May 6, 2009

                File
      No. 333-129847

      Dear Ms.
Jenkins:

      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 May
22, 2009 regarding the Company’s filings on Form 10-K and Form 10Q, filed on
March 9, 2009 and May 6, 2009, respectively. We are providing the following
letter containing our responses.

      Form 10-K: Item
8A

                COMMENT
      :

                As
      required by Item 308T(a)4 of Regulation S-K, please confirm in future
      filings, if applicable, you will provide a statement in substantially the
      following form:

      "This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this annual report."

                RESPONSE:

                We
      will in future filings include language as specified, if
      applicable.

        Form 10-Q for the quarterly
period ended March 31, 2009: Section 302
Certifications

                COMMENT:

                We
      note that your Section 302 certifications do not comply with the language
      required by Item 601(31) of Regulation S-K in that you make reference to
      the "small business issuer” rather than the "registrant". Please confirm
      that in future filings, you will revise your Section 302 certifications to
      make reference to the "registrant" rather than the "small business
      issuer".

                RESPONSE:

                We
      will in future filings revise the Section 302 certifications as
      required.

      The
company hereby acknowledges that:

                ·

                the
      company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

                ·

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

                ·

                the
      company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

      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.

      Thank you
very much for your consideration of this response.

      Very
truly yours,

      /s/ Jan
Norelid

      Jan
Norelid

      Chief
Financial Officer