UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
May 6, 2009
Date of Report (Date of earliest event reported)
 
CELSIUS HOLDINGS, INC. 
(Exact name of registrant as specified in its charter)
 
NEVADA 
333-129847
20-2745790
(State or other jurisdiction of
(Commission File
(IRS Employer Identification
incorporation)
Number)
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
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Item 2.02.
Results of Operations and Financial Condition
 
On May 6, 2009, Celsius Holdings, Inc (the “Company”) issued a press release reporting its financial results for the three-month period ended March 31, 2009. A copy of the press release, dated May 6, 2009, announcing these financial results is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
 
Item 7.01
Regulation FD Disclosure
 
The Company is attaching a copy of a press release, dated May 6, 2009, announcing its financial results for the three-month period ended March 31, 2009, and such press release is incorporated herein by this reference.
 
Item 9.01
Exhibits
 
             99.1   Press Release dated May 6, 2009
 
Limitation on Incorporation by Reference
 
In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CELSIUS HOLDINGS, INC.
   
DATE: May 6, 2009
By: s/Jan Norelid
 
Jan Norelid
 
Chief Financial Officer