Item 2.02. Results of Operations and Financial Condition

On November 6, 2009, Celsius Holdings, Inc (the "Company") issued a press release reporting its financial results for the three and nine month period ended September 30, 2009. A copy of the press release, dated November 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 November 6, 2009 (attached hereto as Exhibit 99.1), announcing its financial results for the three and nine month period ended September 30, 2009, and such press release is incorporated herein by this reference.

On November 10, 2009, the Company held a management conference, via web-cast and telephone, to discuss the Company's financial results for the three months ended September 30, 2009 and certain other matters. A copy of the script of the Company's management for the conference call is being furnished herewith as Exhibit 99.2. The full webcast can be listened to via calling 877-660-6853, account 286 and conference ID number 337036, it is available until 11:59 pm 11/17/09. The full webcast can be listened to until December 10, 2009 via http://www.investorcalendar.com/IC/CEPage.asp?ID=151976.

Item 9.01 Exhibits

99.1 Press Release dated November 6, 2009
99.2 Script from phone conference on November 10, 2009

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibits, the web cast and information on the website referenced herein) 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.

---