UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-129847	20-2745790
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer Identification No.)

140 NE 4th Avenue, Suite C

Delray Beach, FL 33483

(Address of principal executive offices) (Zip Code)

(561) 276-2239

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock, par value $0.001

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(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer has (1) filed all reports required to be files by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Company's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [] No [X]

The issuer's revenue for the fiscal year ended December 31, 2008 was $2,589,887. The aggregate market value of voting common equity held by non-affiliates as of April 29, 2009 was approximately $11.2 million, based upon the closing sale price as quoted on the OTC Bulletin Board of $0.125 on  April 29, 2009. As of April 29, 2009 there were 149,009,524 shares of Common Stock issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10−K/A to our Annual Report on Form 10−K for the fiscal year ended December 31, 2008 that was originally filed with the Securities and Exchange Commission on March 9, 2009 is being filed to provide additional information required by Part III. These items were not included in the original Form 10−K because we anticipated that the information would be provided in our Proxy Statement for our 2009 Annual Meeting of Shareholders to be filed within 120 days after the end of our 2008 fiscal year. This Amendment No. 1 on Form 10−K/A does not change our previously reported financial statements or any of the other disclosure previously contained in Part I or Part II. This Amendment No. 1 does not include the entire Form 10-K.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The name, age and positions of our directors and executive officers are set forth below:

Name		Age		Position
Stephen C. Haley		51		Chief Executive Officer, President and Chairman of the Board of Directors
Jan Norelid		55		Chief Financial Officer and Director
Jeffrey Perlman		44		Chief Operating Officer
Janice Haley		46		Vice President of Marketing
James Cast		60		Director
William Milmoe		60		Director
Geary Cotton		57		Director

Set forth below is a brief description of the background and business experience of each of our executive officers and directors.

Stephen C. Haley is Chief Executive Officer, President and Chairman of the Board of Directors for the Company, and has served in this capacity since he founded Elite in 2004. Elite merged into the Company’s subsidiary, Celsius, Inc. on January 26, 2008.  Prior to founding Elite, from 2001 to 2004, Mr. Haley invested in multiple companies including the beverage industry. From 1999 to 2001, he held positions as COO and Chief Business Strategist for MAPICS, a publicly held, international software company with over five hundred (500) employees and $145 million in revenue. From 1997 to 1999, he was CEO of Pivotpoint, a Boston based Enterprise Requirements Planning (ERP) software firm, backed by a venture group including Goldman Sachs, TA Associates, and Greyloc. He holds a BSBA in Marketing from the University of Florida.

Jan Norelid is the Chief Financial Officer and a director of the Company.  He joined the Company as Chief Financial Officer in November 2006. Mr. Norelid has twenty-seven (27) years of local and international financial experience. Most recently, from 2005 to 2006 he worked as consultant for Bioheart Inc, a start-up bio-medical company, and FAS Group, a consulting firm specialized in SEC related matters. Previously, from September 1997 to January 2005, Mr. Norelid served as Chief Financial Officer for Devcon International Corp, an $80 million NASDAQ listed company which manufactures building materials and provides a comprehensive range of heavy-construction and support services. From January 1996 to September 1997, Mr. Norelid owned and operated a printing franchise. Prior to this, from 1990 to 1995, Mr. Norelid worked as Chief Financial Officer for Althin Medical Inc., a $100 million public medical device company. Previous experience since 1977 consisted of various controller and CFO positions for Swedish companies, stationed in six different countries in four continents. Mr. Norelid holds a degree in Business Administration from the Stockholm School of Economics.

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Jeffrey Perlman is the Chief Operating Officer of the Company.  Mr. Perlman joined Celsius as Chief Operating Officer in January 2009. Since 2002 and until 2008 Mr. Perlman was President of Community Ventures Inc., a consulting firm offering business development, public relations, government relations, strategic planning, publishing and economic development services. Mr. Perlman is the former mayor of the City of Delray Beach. Mr. Perlman is member of the board of directors for the Business Development Board of Palm Beach County, the Greater Delray Beach Chamber of Commerce and several other non-profit organizations. Mr. Perlman holds a BA in Political Science from the State University of New York, College at Oswego.

Janice Haley is the Vice President of Strategic Accounts and Business Development of the Company.  Ms. Haley joined Elite in 2006 as VP of Marketing. Prior to joining Elite, from 2001 to 2006, Ms. Haley, together with her husband Stephen C. Haley, was an investor in beverage distribution and manufacturing companies. Ms. Haley has over twenty (20) years management expertise including the software technology industry in enterprise applications and manufacturing industries specializing in business strategy, sales and marketing. From 1999 to 2001 she was Director of Corporate Communications of Mapics, an international public software company. Previously, from 1997 to 1999 she worked as VP of Marketing of Pivotpoint, a Boston based, venture-funded, software company. Ms. Haley began her career in production in commercial and defense manufacturing firms such as ITT and Honeywell Inc.  Ms. Haley holds a BSBA in Marketing from University of Florida.

James Cast is a director of the Company.  Mr. Cast joined the Company as director in 2008. Mr. Cast is a certified public accountant and is the owner of a CPA firm in Ft. Lauderdale, Florida, which specializes in taxes and business consulting. Prior to forming his firm in 1994, Mr. Cast was senior tax Partner-in-Charge of KPMG Peat Marwick’s South Florida tax practice with over one hundred ten (110) employees. During his twenty-two (22) years at KPMG he was also the South Florida coordinator for all mergers, acquisitions, and business valuations. He is a member of AICPA and FICPA. He currently serves on the Board of the Covenant House of Florida and is the former President of the Board of Trustees, First Presbyterian Church of Ft. Lauderdale. He has a BA from Austin College and a MBA from the Wharton School at the University of Pennsylvania.

William Milmoe is a director of the Company.  Mr. Milmoe joined the Company as director in August 2008. Mr. Milmoe is president and chief financial officer of CDS International Holdings, Inc., a position he has held since 2006. From 1997 to 2006, he was CDS’ chief financial officer and treasurer.  Mr. Milmoe is a certified public accountant with over 30 years of broad business experience in both public accounting and private industry. His financial career has included positions with PricewaterhouseCoopers, an internal public accounting firm, General Cinema Corporation, an independent bottler of Pepsi Cola and movie exhibitor.  Mr. Milmoe is member of both the Florida and the American Institute of Certified Public Accountants.

Geary Cotton is a director of the Company. Mr. Cotton joined the Company as director in September, 2008. Mr. Cotton is director of a privately held insurance industry company, XN Financial. Mr. Cotton was from 1986 to 2000 chief financial officer of Rexall Sundown, and public entity sold in 2000 for $1.8 billion. Mr. Cotton was a director and audit committee chairman of QEP Co. Inc. from 2002 to 2006. Mr. Cotton is a certified public accountant with over 30 years of broad business experience in both public accounting and private industry. Mr. Cotton is a graduate of University of Florida.

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Board committees

There is currently no audit, compensation or nomination committee. The board of directors has determined that two of our five directors, Mr. Cast and Mr. Cotton, are independent pursuant to the independence standards of the NASDAQ Stock Market.. The independent directors communicate every quarter with the independent accountants.

Section 16 (a) Beneficial ownership reporting compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC reports of their holdings of and transactions in our common stock. To the best of our knowledge, based solely upon our review of copies of such reports and representation from reporting persons that were provided to us, we believe that each of our executive officers and directors timely filed Forms 4 and 5 with respect to transactions that should have been reported by them on such Forms.

Code of Ethical Conduct

The Company has adopted a written code of ethical conduct that applies to the Company's principal executive officer, principal financial officer, principal accounting officer and any persons performing similar functions. The written code was filed with the SEC on July 20, 2008 as exhibit 14.1 to the Company’s filing of Form SB-2. The Company will provide a copy of its code of ethical conduct to any person without charge upon written request addressed to Chief Financial Officer, Celsius Holdings, Inc. 140 NE 4th Ave., Suite C, Delray Beach, FL 33483.

ITEM 10.    EXECUTIVE COMPENSATION

The following table sets forth all compensation for the last fiscal year awarded to, or earned by, our Chief Executive Officer, all other executive officers and two executives serving as such at the end of fiscal year ended December 31, 2008 whose salary and bonus exceeded $100,000 for the year ended December 31, 2008 or who, as of December 31, 2008, was being paid a salary at a rate of at least $100,000 per year.

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Summary Compensation Table

Name & Principal Position	Year		Salary				Bonus				Stock Awards				Option Awards (2)				Non- Equity Incentive Plan Compensation				Non- Qualified Deferred Compensation Earnings				All Other (1) Compensation				Total Compensation
Stephen C. Haley, President, CEO and Chairman of the Board	2008		$	141,231			$	-			$	-			$	0			$	-			$	-			$	-			$	141,231
	2007		$	93,877			$	-			$	-			$	24,769			$	-			$	-			$	51,000			$	169,646
	2006		$	-			$	-			$	-			$	-			$	-			$	-			$	120,000			$	120,000
Jan A. Norelid, CFO and Director	2008		$	141,092			$	-			$	-			$	62,120			$	-			$	-			$	7,200			$	210,412
	2007		$	135,831			$	-			$	25,000			$	20,271			$	-			$	-			$	4,985			$	186,087
	2006		$	8,308			$	-			$	-			$	-			$	-			$	-			$	-			$	8,308
Richard W. McGee, Former COO (3)	2008		$	105,692			$	-			$	-			$	20,707			$	-			$	-			$	12,000			$	138,399
	2007		$	106,615			$	13,506			$	-			$	28,073			$	-			$	-			$	9,692			$	157,886
	2006		$	60,000			$	-			$	-			$	-			$	-			$	-			$	-			$	60,000
Janice H. Haley, Vice President of	2008		$	98,077			$	-			$	-			$	17,256			$	-			$	-			$	-			$	115,333
	2007		$	103,846			$	-			$	-			$	33,025			$	-			$	-			$	-			$	136,871
Strategic Accounts and	2006		$	65,385			$	-			$	-			$	-			$	-			$	-			$	-			$	65,385
Business Development
Irina Lorenzi, Innovations Vice President (3)	2008		$	122,596			$	-			$	-			$	15,938			$	-			$	-			$	-			$	138,534
	2007		$	45,673			$	-			$	-			$	96,924			$	-			$	-			$	-			$	142,597
	2006		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-

(1)	From March 2006 through part of May of 2007 the Company accrued Mr. Haley’s salary and have still not paid it, the accrued amounts are shown under All Other Compensation as $120,000 and $51,000 for the years 2006 and 2007, respectively. Mr. Norelid received $7,200 and 4,985 in health insurance reimbursement, for the years 2008 and 2007, respectively. Mr. McGee received $12,000 and 9,692 as auto allowance for the years 2008 and 2007, respectively.
(2)	Represent options to purchase common stock. See Note 19- Stock Based Compensation in the audited financial statement contained herein for a discussion of the assumptions related to the determination of the fair value of the stock options.
(3)	Employees of the Company but not officers.

Director Compensation

The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended December 31, 2008

Name		Fees earned or paid in cash ($)				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Non-Qualified Deferred Compensation Earnings				All Other Compensation				Total Compensation
James R. Cast (1) (2)		$	4,000			$	-			$	11,562			$	-			$	-			$	-			$	15,562

(1)   Represents options to purchase 200,000 of common stock issued to Mr. Cast on April 9, 2008, at an exercise price equal to $0.11. See Note 19 - Stock Based Compensation in the audited financial statements contained herein for a discussion of the assumptions related to the determination of the fair value of the stock options.

(2)   Cash compensation to non-employee directors has been established to be $4,000 annually, and $250 per audit committee meeting, once such committee is formed.

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Equity Awards 2008 Table

The following table sets forth information with respect to stock awards and grants of options to purchase our common stock under our 2006 Stock Incentive Plan, or separately, to the named executive officers during the fiscal year ended December 31, 2008.

		Stock Awards																Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of  Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Stephen C.			-				-				-				-			-					-				-				-				-
Haley CEO
Jan A. Norelid CFO			900,000				-				-				0.11			04/09/2013					-				-				-				-
Richard W. McGee Former COO			300,000				-				-				0.11			04/09/2013					-				-				-				-

Janice H. Haley, Vice President			250,000				-				-				0.11		04/09/2013			-				-				-				-
Irina Lorenzi, Innovations VP			250,000				-				-				0.11		04/09/2013			-				-				-				-

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows as of April 29, 2009 (or such other date indicated in the footnotes below), the number of shares beneficially owned and the percentage ownership of the Company’s common stock, by the following:

(a) each person known to management to own beneficially more than five percent of the outstanding shares of the Company’s common stock;

(b) each of the Company’s directors;

(c) each of the named executive officers; and

(d) all of the Company’s directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares issuable upon the exercise of stock options that are immediately exercisable or exercisable within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.

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		Beneficial Ownership
		Outstanding Shares Beneficially Owned				Right to Acquire Within 60 Days After April 30, 2009				Shares Beneficially Owned (7) Number
Name and Address of Beneficial Owner(1)														Percentage
Carl DeSantis (2)															11,284,016				106,232,500				117,516,516				46.0	%
William H. Milmoe (3)															11,194,016				106,232,500				117,426,516				46.0	%
CD Financial, LLC (4)			11,184,016				106,232,500				117,416,516				41.6	%
CDS Ventures of South Florida, LLC (4)			-				106,232,500				106,232,500				41.6	%
Stephen C. Haley (5)			44,889,852				1,337,246				46,227,098				30.7	%
Lucille Santini			18,144,926				-				18,144,926				12.2	%
Joseph & Gionis LLC			10,000,000				7,000,000				17,000,000				10.9	%
Jan Norelid (6)			1,422,344				2,103,529				3,525,873				2.3	%
Richard McGee			1,583,598				1,133,372				2,716,970				1.8	%
Janice Haley			245,098				2,032,995				2,278,093				1.5	%
James Cast			-				367,450				367,450				0.2	%
Geary Cotton			-				-				-				-	%
All executive officers and directors as a			59,334,908				113,207,092				172,542,000				65.8	%
group (6 persons)

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(1)	Unless otherwise noted in the table above, the address of each beneficial owner listed on the table is c/o Celsius Holdings, Inc., 140 NE 4th Avenue, Suite C, Delray Beach, FL 33483.
(2)	Mr. DeSantis directly owns 100,000 shares of common stock. He has beneficial ownership of 11,184,016 common shares owned by CD Financial, LLC. He has beneficial ownership of 2,081 shares of Series A Convertible Preferred Stock and 4,011 shares of Series B Convertible Preferred Stock owned by CDS Ventures of South Florida, LLC, immediately convertible into a maximum of 26,012,500 and 80,220,000 common shares, respectively. Mr. DeSantis has dispositive power over the shares owned by CD Financial, LLC and CDS Ventures of South Florida, LLC. Each of Mr. Milmoe and Mr. DeSantis has shared voting power with regard to the shares held by CDS Ventures of South Florida, LLC and CD Financial, LLC. Mr. Milmoe does not have dispositive power with regard to the shares owned by CD Financial, LLC or CDS Ventures of South Florida, LLC such Shares.
(3)	Mr. Milmoe directly owns 10,000 shares of common stock. He has beneficial ownership of 11,184,016 common shares owned by CD Financial, LLC. He has beneficial ownership of 2,081 shares of Series A Convertible Preferred Stock and 4,011 shares of Series B Convertible Preferred Stock owned by CDS Ventures of South Florida, LLC, immediately convertible into a maximum of 26,012,500 and 80,220,000 common shares, respectively. Mr. DeSantis has dispositive power over such Preferred Shares. Each of Mr. Milmoe and Mr. Carl DeSantis has shared voting power with regard to the shares held by CDS Ventures of South Florida, LLC and CD Financial, LLC. Mr. Milmoe does not have dispositive power with regard to such shares.
(4)	CD Financial, LLC directly owns 11,184,016 common shares. It has beneficial ownership of 2,081 shares of Series A Convertible Preferred Stock and 4,011 shares of Series B Convertible Preferred Stock owned by CDS Ventures of South Florida, LLC, immediately convertible into a maximum of 26,012,500 and 80,220,000 common shares, respectively.
(5)	Mr. Haley directly owns 26,744,926 shares. Also includes 18,144,926 shares owned by Lucille Santini. Mr. Haley has voting power over these shares through a voting agreement dated on August 7, 2008, valid until July 31, 2010. Excludes any shares owned directly and indirectly by his wife Mrs. Janice Haley.
(6)	Includes 54,000 shares owned by Mr. Norelid’s adult children, beneficial ownership of which is disclaimed by Jan Norelid.
(7)	Applicable percentage of ownership is based on 149,009,524 shares of Common Stock outstanding as of April 29, 2009, together with securities exercisable or convertible into shares of common stock within sixty (60) days of April 30, 2009, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Note that affiliates are subject to Rule 144 and insider trading regulations - percentage computation is for form purposes only.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as of December 31, 2008, certain information related to our compensation plans under which shares of our common stock are authorized for issuance:

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		13,447,317		$	0.07		2,474,833
Equity compensation plans not approved by security holders		—			—		—
Total		13,447,317		$	0.07		2,474,833

Material Features of Plan Approved by Shareholders

On January 18, 2007, we adopted our 2006 Incentive Stock Plan. The following description of the 2006 Stock Incentive Plan is only a summary of the important provisions of the 2006 Stock Incentive Plan and does not contain all of the terms and conditions of the 2006 Stock Incentive Plan.

The 2006 Incentive Stock Plan provides for equity incentives to be granted to our employees, officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2006 Incentive Stock Plan, stock appreciation rights, restricted stock awards, stock bonus awards, other stock-based awards, or any combination of the foregoing. The 2006 Incentive Stock Plan is administered by the Compensation Committee of the Board of Directors. In the absence of such committee, the Board of Directors administers the plan. The 2006 Incentive Stock Plan was approved by our stockholders at the shareholders’ annual meeting on January 18, 2007.

Material Features of Individual Arrangements Not Approved by Shareholders

As of December 31, 2008, we do not have any individual equity compensation arrangements outside of our 2006 Incentive Stock Plan.

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Employment Agreements

We entered into employment agreements with our current executive officers on January 19, 2007 and January 5, 2009. The agreements for Stephen Haley and Jan Norelid were filed with the SEC on July 16, 2007, and Ms. Haley’s  agreement was filed with the SEC on February 2, 2007, and Mr. Jeff Perlman’s agreement was filed with the SEC on January 7, 2009, all as exhibits to the Company’s Current Report on Form 8-K.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We received advances from one of our stockholders, Lucille Santini, at various instances during 2004 and 2005, $76,000 and $424,000, respectively. Ms. Santini owned as of April 29, 2009 12.2% of our outstanding common stock. In July 2008, we restructured our agreement with Ms. Santini, decreasing the interest rate to prime rate flat, with no collateral and monthly payments of $5,000 until a balloon payment of approximately $606,000 in January 2010. The outstanding balance as of December 31, 2008 was $644,000.

We have accrued $171,000 for Mr. Haley’s salary from March 2006 through May 30, 2007. Mr. Haley also lent us $50,000 in February 2006. The accrued salary and 2006 loan were restructured in July 2008 into one note accruing 3 percent interest per annum, with no collateral and monthly payments of $5,000 until a balloon payment of $64,000 in January 2011. The outstanding balance as of December 31, 2008 was $176,000.

Mr. Haley has guaranteed the Company’s obligations under the factoring agreement with Bibby Financial Services, Inc. (“Bibby”). This agreement has been cancelled and the debt was paid off in November 2008. Mr. Haley has also guaranteed the financing of vehicles on our behalf, and was previously guaranteeing the office lease for the Company. Mr. Haley was not compensated for issuing the guarantees.

Mrs. Janice Haley, Vice President of Strategic Accounts and Business Development, is the spouse to Mr. Haley, our CEO. Her compensation is disclosed in the compensation chart of named executives.

Related party transactions are contracted on terms comparable to the terms of similar transactions with unaffiliated parties. As part of our code of ethics, any related party transaction must be approved in advance. If the interested party is an officer or director of the Company, approval must be obtained from of a majority of the Audit Committee of the Board or the Board itself, provided that only those that do not have a relationship or an interest in the transaction are eligible to cast a vote. In each such case, the full scope of the conflict of interest must be disclosed to senior management and the Audit Committee or the Board, and must also be publicly disclosed to the extent required by applicable securities laws.

Director Independence

The board of directors has determined that two of our five directors, Mr. Cast and Mr. Cotton, are independent pursuant to the independence standards of the NASDAQ Stock Market.

Conflicts Relating to Officers and Directors 

To date, we do not believe that there are any conflicts of interest involving our officers or directors.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

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ITEM 13.    EXHIBITS

Exhibit Number      Description to Exhibit

10.1 Incorporated by reference to the Company’s filing of Form 10-K as filed with the SEC on March 9, 2009

31.1  Section 302 Certification of Chief Executive Officer

31.2 Section 302 Certification of Chief Financial Officer

32.1 Section 906 Certification of Chief Executive Officer

32.2 Section 906 Certification of Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CELSIUS HOLDINGS, INC.
Dated: April 30, 2009	/s/  Stephen C. Haley
	Stephen C. Haley Chairman and Chief Executive Officer (Principal Executive Officer)

In accordance with Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name		Title		Date
/s/  Stephen C. Haley		Chairman and Chief Executive Officer		April 30, 2009
Stephen C. Haley		(Principal Executive Officer)
/s/  Jan Norelid		Vice President and Chief Financial Officer
Jan Norelid		(Principal Financial and Accounting Officer)		April 30, 2009

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