SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DESANTIS CARL (Last) (First) (Middle) C/O CDS INTERNATIONAL HOLDINGS 3299 NW SECOND AVE (Street) BOCA RATON FL 33431 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Celsius Holdings, Inc. [ CELH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/10/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Preferred Stock	03/10/2010		P(1)		3.21	A	$20,000	168.28	I	by CDS Ventures of South Florida, LLC
Series A Preferred Stock	03/10/2010		C(2)		168.28	D	$1.6	0	I	by CDS Ventures of South Florida, LLC
Common Stock	03/10/2010		C		2,103,446(2)	A	$1.6	7,007,647	I	by CDS Ventures of South Florida, LLC, CD Financial, LLC and direct
Common Stock	03/10/2010		C		441,176	A	$10.2	7,448,823(4)	I	by CDS Ventures of South Florida, LLC, CD Financial, LLC and direct

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible note	$10.2	03/10/2010		C			$4,500,000	09/10/2009	09/08/2012	Common Stock	441,176	$10.2	$2,000,000(3)	I	by CDS Ventures of South Florida, LLC

1. Name and Address of Reporting Person* DESANTIS CARL (Last) (First) (Middle) C/O CDS INTERNATIONAL HOLDINGS 3299 NW SECOND AVE (Street) BOCA RATON FL 33431 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD Financial, LLC (Last) (First) (Middle) 3299 N.W. 2ND AVENUE (Street) BOCA RATON FL 33431 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CDS Ventures of South Florida, LLC (Last) (First) (Middle) 3299 N.W. 2ND AVENUE (Street) BOCA RATON FL 33431 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 3.21 Series A preferred shares received in accrued dividend at time of conversion

2. CDS Ventures of South Florida converted its total owenership of Series A Convertible Preferred Shares, 168.28 preferred shares, into 2,103,446 shares of common stock

3. Carl DeSantis is the beneficial owner of $2,000,000 of convertible debt, which at the fixed conversion rate can be converted into 196,078 shares of common stock.

4. Carl DeSantis is the beneficial holder of 7,448.823 shares of common stock. CDS Ventures of South Florida is the owner of 6,887,622 shares of common stock, of which Carl DeSantis holds 100% beneficial ownership. CD Financial LLC holds 559,201 shares of common stock, of which Carl DeSantis holds 100% beneficial ownership. Carl DeSantis Holds 5,000 shares of common stock directly.

	/s/ Jan Norelid	03/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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