CELSIUS HOLDINGS, INC. 140 NE 4th Avenue, Suite C Delray Beach, Florida 33483 |
May 12, 2009
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-0213
Re: | Celsius Holdings, Inc. |
Request for Acceleration of Registration Statement on Form S-1 |
File No. 333-153244 |
Ladies and Gentlemen:
Celsius Holdings, Inc. (the “Company”) hereby requests acceleration of the effectiveness of Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-153244), filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 29, 2009, to 4:00 pm EST on May 14, 2009, or as soon thereafter as practicable. The Company hereby acknowledges that:
· | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
· | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in 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. |
Please direct any questions or comments regarding this filing to Roger Shaffer, Esq. at (561) 862-5535 of Baritz & Colman, LLP, counsel to the Company.
Sincerely, | |
/s/ Jan Norelid | |
Chief Financial Officer | |