Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the use of our report dated February 23, 2009 on the consolidated
financial statements of Celsius Holdings, Inc. and Subsidiaries for the years
ended December 31, 2008 and 2007, included herein on the registration statement
of Celsius Holdings, Inc. on Form S-1 Amendment No. 2, and to the reference to
our firm under the heading “Experts” in the prospectus.
/s/ Sherb
& Company, LLP
Certified
Public Accountants
Boca
Raton, Florida
April 29,
2009