Celsius Holdings, Inc.

Regulatory Filings • Dec 23, 2010

8-K 1 f8k122210_celsius.htm CURRENT REPORT f8k122210_celsius.htm Licensed to: Edgar Agents Document Created using EDGARizerAgent 5.2.3.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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

December 22, 2010

Date of Report (Date of earliest event reported)

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	001-34611	20-2745790
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	No.)

2424 N Federal Hwy, Suite 208, Boca Raton, FL	33431
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The Company issued a press release December 22, 2010 that announced that the Company is voluntarily withdrawing the listing of its common stock and warrants on the NASDAQ Capital Market effective the close of business on December 31, 2010.

It is anticipated that our common stock and warrants will commence trading on the OTC Bulletin Board, on or about January 3, 2011, under their current symbols.

A copy of the press release is attached hereto as Exhibit 99.1

Item 9.01 Exhibits

99.1 Press release dated December 22, 2010

EFPlaceholder SIGNATURE

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: December 23, 2010	By: s/Geary W. Cotton
	Geary W. Cotton
	Chief Financial Officer