SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* DESANTIS CARL (Last) (First) (Middle) 3299 N.W. 2ND AVENUE (Street) BOCA RATON FL 33431 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2008	3. Issuer Name and Ticker or Trading Symbol Celsius Holdings, Inc. [ CSUH.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,184,016	I	By CD Financial, LLC
Common Stock	100,000	I	By self as trustee of revocable trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	08/08/2008	(1)	Common Stock	25,000,000	$0.08	I	By CDS Ventures of South Florida, LLC

1. Name and Address of Reporting Person* DESANTIS CARL (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* 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. Conversion option does not expire.

Remarks:

Carl DeSantis, an individual, holds beneficial ownership of (a) 100,000 common shares held by him as trustee of his revocable living trust, (b) 100% of the 11,184,016 common shares held by CD Financial, LLC, and (c) 100% of the 2,000 shares of Series A Preferred Stock (which is convertible into common stock as indicated in Table II) which are held by CDS Ventures of South Florida, LLC, the beneficial ownership of which is held by CD Financial, LLC of which Carl DeSantis holds 100% beneficial ownership.

	CD Financial, LLC, c/o CDS Int'l Holdings, Inc., 3299 N.W. 2nd Avenue, Boca Raton, FL 33431, By: W.H. Milmoe, Manager	08/18/2008
	CDS Ventures of South Florida, LLC, c/o CDS Int'l Holdings, Inc., 3299 N.W. 2nd Avenue, Boca Raton, FL 33431, By: W.H. Milmoe, Manager	08/18/2008
	Carl DeSantis, c/o CDS Int'l Holdings, Inc., 3299 N.W. 2nd Avenue, Boca Raton, FL 33431	08/18/2008
	** 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 5 (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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