**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**








**Form
      10-QSB**





**(x)**  **Quarterly
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934**


**for
      the quarterly period ended March 31, 2007**





**(
      )**  **Transition
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934**





Commission
      file number: **333-64840**




**CELSIA
      TECHNOLOGIES, INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)





**Nevada**
            **91-2015441**(State
                or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
                Employer
              Identification
                No.)





**1395
      Brickell Avenue, Suite 800**


**Miami,
      Florida 33131**


(Address
      of Principal Executive Offices)





**(305)
      529-6290**


(Issuer’s
      Telephone Number, Including Area Code)





**iCurie,
      Inc.**


(Former
      Name)





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes X No
      ___





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes ___ No X





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date.





Class
              -------
              Common
                Stock
            Outstanding
                as of May9**,**2007
              ------------------------------------------
              36,460,254





Transitional
      Small Business Disclosure Format: Yes ____ No X











**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1.**   **Financial
      Statements.**




Celsia
                  Technologies, Inc. and SubsidiariesConsolidated
                  Balance Sheetas
                  of March 31, 2007Unaudited
                  (US Dollars)
  AssetsCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              223,954Receivable
              
              
              108,603Inventory
              
              
              124,881Prepaid
                  expenses
              
              
              17,146Other
              
              
              22,003Total
                  current assets
              
              
              496,587Guarantee
                  deposits
              
              
              129,264Advance
                  payments
              
              
              124,975Furniture
                  and equipment, net (note 1)
              
              
              673,363Deferred
                  Charges (note 1)
              
              
              186,973Royalty
                  Advance (note 3)
              
              
              500,000Other
              
              
              28,844Total
                  assets
              
              $
              2,140,006Liabilities
                  and Stockholders' Equity (Deficit)Current
                  liabilitiesAccounts
                  payable
              
              $
              457,192Bond
                  Payable (note 5)
              
              
              303,969Note
                  Payable (note 6)
              
              
              1,000,000Accrued
                  expensesPayroll
                  and Related
              
              
              1,191,832Other
              
              
              278,416Other
              
              
              18,054Total
                  current liabilities
              
              
              3,249,463Accrual
                  for Employee Retirement Benefits (note 3)
              
              
              117,015Total
                  liabilities
              
              
              3,366,478Stockholders'
                  equity (deficit) (note 4)Preferred
                  Stock, Series A; $.001 par value; 30,000,000 shares authorized;
                  23,061,505
                  issued and outstanding
              
              
              23,061Preferred
                  Stock, Series B; $.001 par value; 7,000,000 shares authorized;
                  3,063,402
                  issued and outstanding
              
              
              3,063Common
                  stock; $.001 par value; 150,000,000 shares authorized; 36,460,254
                  issued
                  and outstanding
              
              
              36,460Common
                  stock Subscribed
              
              
              2,274Additional
                  paid-in-capital
              
              
              23,643,516Other
                  comprehensive loss
              
              
              (81,306
              )Accumulated
                  (deficit)
              
              
              (24,853,540
              )Total
                  stockholders' equity (deficit)
              
              
              (1,226,472
              )Total
                  liabilities and stockholders' equity (deficit)
              
              $
              2,140,006See
                  notes to consolidated financial statements


F-1


Celsia
                  Technologies, Inc. and SubsidiariesConsolidated
                  Statements of OperationsUnaudited
                  (US Dollars)
  Three
                  Months EndedMarch
                  31,2007
              
              2006Revenue
              
              $
              99,323
              
              $
              2,566Costs
                  and expensesCost
                  of Sales
              
              
              166,538
              
              
              98,980Selling
                  and Administrative expenses (note 4)
              
              
              956,962
              
              
              1,302,035Depreciation
              
              
              43,474
              
              
              5,618Amortization
                  of deferred financing cost (note 1)
              
              
              5,053
              
              
              -Miscellaneous
                  (income) expense
              
              
              663
              
              
              4,602Total
                  costs and expenses
              
              
              1,172,690
              
              
              1,411,235Operating
                  (loss)
              
              
              (1,073,367
              )
              
              (1,408,669
              )Other
                  income (expenses)Loss
                  on disposal of furniture and equipment
              
              
              -
              
              
              (45,900
              )Interest
                  and other income
              
              
              (27,300
              )
              
              43,387Interest
                  expense (notes 5 and 6)
              
              
              (16,056
              )
              
              (10,598
              )Total
                  other income (expenses)
              
              
              (43,356
              )
              
              (13,111
              )Net
                  (loss)
              
              $
              (1,116,723
              )
              $
              (1,421,780
              )Dividend
                  on Series A Preferred Stock (Note 4)
              
              $
              (400,322
              )
              $
              (336,977
              )Net
                  Loss Attributable to Common Shareholders
              
              $
              (1,517,045
              )
              $
              (1,758,757
              )Net
                  Loss per Share:Basic
                  and Diluted
              
              $
              (0.04
              )
              $
              (0.06
              )Weighted
                  Average Shares Outstanding
              
              
              36,382,907
              
              
              29,521,258See
                  notes to consolidated financial statements






F-2







Celsia
                Technologies, Inc. and SubsidiariesConsolidated
                Statements of Cash Flowsfor
                the Three Months Ended March 31,Unaudited
                (US Dollars)




2007
            
            2006Cash
                flows from operating activities:Net
                (loss)
            
            $
            (1,116,723
            )
            $
            (1,421,780
            )Adjustments
                to reconcile net (loss) to net cash (used)by operating activities:Depreciation
            
            
            43,474
            
            
            5,618Amortization
            
            
            5,053
            
            
            -Stock
                Based Compensation
            
            
            93,441
            
            
            67,330Loss
                on Disposal of Furniture and Equipment
            
            
            -
            
            
            45,900Imputed
                Interest, Net
            
            
            -
            
            
            (6,654
            )Changes
                to certain other accounts:Receivable
            
            
            (53,151
            )
            
            86,727Inventory
            
            
            3,632
            
            
            (38,485
            )Advance
                payments
            
            
            10,128
            
            
            (26,782
            )Prepaid
                expenses
            
            
            17,146
            
            
            19,500Accounts
                payable
            
            
            36,422
            
            
            (67,153
            )Accrued
                expenses
            
            
            79,822
            
            
            (20,112
            )Accrual
                for Employee Retirement Benefits
            
            
            (30,097
            )
            
            -Other
            
            
            52,756
            
            
            (41,204
            )Net
                cash (used) by operating activities
            
            
            (858,097
            )
            
            (1,397,095
            )Cash
                flows from investing activities:Deposits
            
            
            1,542
            
            
            (49,327
            )Redemption
                of short-term financial instrument
            
            
            -
            
            
            (10,294
            )Purchase
                of furniture and equipment
            
            
            (22,865
            )
            
            (47,087
            )Net
                cash (used) by investing activities
            
            
            (21,323
            )
            
            (106,708
            )Cash
                flows from financing activities:Short-term
                borrowings
            
            
            
            
            
            10,596Deferred
                Finance Charge
            
            
            (192,026
            )Long-term
                borrowings
            
            
            1,000,000
            
            
            15,020Net
                cash (used) provided by financing activities
            
            
            807,974
            
            
            25,616Net
                (decrease) increase in cash and cash equivalents
            
            
            (71,446
            )
            
            (1,478,187
            )Cash
                and cash equivalents - beginning of period
            
            $
            295,400
            
            $
            6,009,966Cash
                and cash equivalents - end of period
            
            $
            223,954
            
            $
            4,531,779Supplemental
                cash flow disclosureNoncash
                financing activityDuring
                2007 and 2006 the Company recorded stock compensationarrangements for certain employees and directors
            
            $
            93,441
            
            $
            67,330




See
                notes to consolidated financial statements






F-3


Celsia
          Technologies, Inc. and Subsidiaries
 Notes
          to
          Consolidated Financial Statements
 March
          31,
          2007
 
 **Note
          1 - Summary of significant accounting policies**
 
 **Organization**
 
 Celsia
          Technologies, Inc. (the "Company" or "Celsia"), a US Corporation, is formerly
          known as iCurie, Inc. Celsia's operations consist of research, development,
          and
          commercialization of next-generation cooling solutions. The Company was
          founded
          in 2000 to address the emerging heat problem that now threatens the development
          of higher-performing microelectronic products. Celsia anticipates being
          the
          first Company to take this innovative thermal management technology from
          the
          laboratory to high volume manufacturing, and operate as both a licensor
          of the
          technology and a vertically integrated provider of customized
          applications.
 
 The
          Company's corporate headquarters is located in Miami, USA with subsidiaries
          in
          London, United Kingdom and Seoul, South Korea. Our Design and Manufacturing
          operations are based in Seoul. Our patented NanoSpreaderTM is a completely new
          alternative to conventional cooling devices. By utilizing a nano scale
          environment, the laws of physics are manipulated enabling our cooling technology
          to be thinner, lighter and deliver significantly higher thermal conductivity
          (heat transfer capacity) versus conventional options such as Heat Pipes.
          And, we
          can supply our plate-shaped heat spreaders in virtually any shape that
          a design
          engineer requires. As a result, customers should be able to achieve improved
          product performance without trading off size, weight or cost
          considerations.
 
 Celsia
          Technologies, Inc.'s subsidiaries consist of (i) Celsia Technologies UK
          Limited
          ("UK Subsidiary"), a United Kingdom Company formerly known as iCurie Lab
          Holdings Limited, and (ii) Celsia Technologies Korea, Inc. ("Korea Subsidiary"),
          a Korean Company formerly known as iCurie Lab, Inc. In consolidation, all
          significant intercompany balances and transactions
 have
          been
          eliminated.
 
 **Financial
          reporting**
 
 The
          accompanying unaudited condensed consolidated financial statements have
          been
          prepared in accordance with accounting principles generally accepted in
          the
          United Statesof America for interim financial information. They do not
          include
          all of the information and footnotes
 required
          by accounting principles generally accepted in the United States of America
          for
          complete financial statements. In the opinion of management, all adjustments,
          consisting of normal recurring accruals, considered necessary for a fair
          presentation have been included. Operating results for the three month
          period
          ended March 31, 2007 are not necessarily indicative of the results that
          may be
          expected for the year ended December 31, 2007.
 
 The
          Company prepares its financial statements in conformity with accounting
          principlesgenerally accepted in the United States of America, which require
          management to make estimates and assumptions that affect the reported amounts
          in
          the financial statements. Although these statements are based on management's
          best knowledge of current events and actions that the Company may undertake
          in
          the future, actual results could differ from those estimates.
 
 Significant
          estimates required to be made by management include the valuation of
          investments, prepaid royalties, and equity securities issued.
 
 **Going
          Concern**
 
 The
          accompanying financial statements have been prepared assuming the Company
          will
          continue as a going concern, which contemplates the realization of assets
          and
          satisfaction of liabilities in the normal course of business. The Company
          and
          its Subsidiaries have recently commenced limited revenue producing operations
          and have sustained accumulated losses since inception of approximately
          $24.8
          million. The Company and its Subsidiaries have funded operations through
          equity
          and debt financing since inception. All these factors raise substantial
          doubt
          over the Company's ability to continue as a going concern.
 
 **Cash
          and Cash Equivalents**
 
 Cash
          and
          cash equivalents include all cash balances and highly liquid investments,
          including time deposits, which are readily convertible into known amounts
          of
          cash and have an original maturity dates of three months or less. The Company
          and its Subsidiary's cash and cash equivalents are maintained in banks
          and
          financial institutions in the United States, United Kingdom and South Korea,
          and
          they have not experienced any losses on their cash balances.
 
 **Inventory**
 
 Inventory
          consists of finished goods ready to be sold to customers. Inventories are
          carried at the lower
 of
          cost
          or market value.
 
 **Investment**
 
 The
          UK
          Subsidiary owns 527,000 shares of an entity affiliated through common
          management. During 2006, the Company recorded a $110,670 loss on investment
          to
          bring its carry basis down to its estimated net realizable value. These
          shares
          have been fully reserved and carry a book value of $ 0 as of March 31,
          2007.
 
 F-4
 **Revenue
          recognition**
 
 The
          Company's policy is to record revenue as earned when the following attributes
          are met.
 
 - 
          Persuasive evidence of a sale arrangement exists.
 
 - 
          Delivery has occurred to the customers.
 
 - 
          The sales price to the customer is fixed or determinable.
 
 - 
          Collection is reasonably assured.
 
 The
          Company recognized revenues of $99,323 and $2,566 for the three months
          ended
          March 31, 2007 and 2006, respectively, from customer orders for test samples
          and
          commercial deliveries.
 
 **Deferred
          costs**
 
 In
          connection with obtaining debt financing as described in Note 6, the Company
          incurred legal and other  related
          fees. Deferred financing costs incurred in connection with long-term
          financing  amounted
          to $192,026 and are being amortized on a straight-line basis  over
          the
          stated term of the loans. Amortization expense for the three months
          ended  March
          31,
          2007 amounted to $5,053.
 
 **Furniture
          and equipment**
 
 Furniture
          and equipment at March 31, 2007 are summarized as follows:
 Vehicles
                  
                  $
                  53,515Machinery
                  
                  
                  621,254Furniture
                      and fixtures
                  
                  
                  378,9591,053,728Accumulated
                      depreciation
                  
                  
                  (380,365
                  )$
                  673,363
 
 Furniture
          and equipment are stated at cost. Major renewals and betterments,
          which  prolong
          the useful life or enhance the value of assets, are capitalized. Depreciation
          is  computed
          using the straight-line method over the estimated life of five years
          for  machinery
          and equipment, furniture and fixtures, and vehicles. Depreciation  expense
          for the three months ended March 31, 2007 and 2006 amounted to
          $43,474  and
          $5,618, respectively.
 
 **Net
          Loss per Share**
 
 Basic
          Loss per share is computed by dividing net loss attributable to common
          shareholders for the  period
          by
          the weighted average number of common shares outstanding during the period.
          Diluted  earnings
          per share is computed by dividing net earnings by the weighted average
          number of
          shares plus  the
          dilutive effect of convertible preferred shares and outstanding options
          and
          warrants.  Approximately
          23 million and 3 million shares to be issued upon conversion of Series
          A and
          Series B, respectively, Preferred Shares were excluded from the calculation
          of
          diluted earnings per share for the period  ended
          March 31, 2007, respectively, because they were anti-dilutive.  Approximately
          21 million and 3 million shares to be issued upon conversion of Series
          A and
          Series B, respectively,  Preferred
          Shares were excluded from the calculation of diluted earnings per share
          for the
          period  ended
          March 31, 2006, respectively, because they were anti-dilutive.
 
 **Long-lived
          assets**
 
 Long-lived
          assets are reviewed for impairment whenever events or changes  in
          circumstances indicate that the carrying amount of the assets may not
          be  recoverable.
          When the aggregate undiscounted future cash flows is less than  the
          carrying value of the asset, an impairment loss is recognized, based on
          the  fair
          value of the asset.
 
 **Business
          risks**
 
 The
          Company is subject to the risks associated with start-up and high growth  companies
          such as the risks of raising adequate capital, producing profitable  operations,
          and operating in various countries through-out the world.
 
 **Research
          and development costs**
 
 Research
          and development costs are expensed as incurred and amounted to  $87,566
          and $133,844 for the three months ended March 31, 2007 and 2006,
          respectively.
 
 **Foreign
          currency translation**
 
 The
          reporting and functional currency of the Company and its UK Subsidiary
          is the
          U.S. Dollar, while the  functional
          currency of Korea Subsidiary is the Korean Won.
 
 The
          assets and liabilities of the Korea Subsidiary have been translated into
          U.S.
          Dollars at the  prevailing
          period-end rate of exchange, while the related income and expense items
          were  translated
          at the average rate of exchange during the period. The resulting
          translation  adjustments
          are accumulated in a separate component of stockholders' equity
          (deficit).
 
 F-5
 The
          Company follows Financial Accounting Standards No. 130 (SFAS 130) "Reporting
          Comprehensive Income." SFAS 130 requires a Company to report comprehensive
          income (loss) and its components in a full set of financial statements.
          Comprehensive income (loss) includes the change in equity during a period
          from
          transactions and other events and circumstances from non-owner sources,
          such as
          unrealized gains (losses) on foreign currency translation adjustments.
          Changes
          in unrealized foreign currency translation gains (losses) for the three
          months
          ended March 31, 2007 and 2006 amounted to $37,258 and $(8,517), respectively.
          Accordingly, comprehensive loss for the three months ended March 31, 2007
          and
          2006 amounted to $1,079,465 and $1,430,297, respectively.
 
 **Fair
          value of financial instruments**
 
 The
          Company's cash, receivables, accounts payable, short-term debt, and bonds
          payable represent financial instruments whose carrying amounts reasonably
          approximate their fair value.
 
 **Recent
          accounting pronouncements**
 
 In
          July
          2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
          No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
          Statement No. 109 (FIN 48), which provides clarification related to the
          process
          associated with accounting for uncertain tax positions recognized in
          consolidated financial statements. FIN 48 prescribes a more-likely-than-not
          threshold
 for
          financial statement recognition and measurement of a tax position taken,
          or
          expected to be taken, in a tax return. FIN 48 also provides guidance related
          to,
          among other things, classification, accounting for interest and penalties
          associated with tax positions, and disclosure requirements. FIN 48 is effective
          for fiscal years beginning after December 15, 2006. The adoption of this
          statement did not have a material effect on the Company's future
          reportedfinancial position or results of operations.
 
 In
          September 2006, the FASB issued SFAS No. 157, “Fair Value
          Measurements” (“SFAS 157”), which provides guidance for
          measuring the fair value of assets and liabilities, as well as requires
          expanded
          disclosures about fair value measurements. SFAS 157 indicates that fair
          value
          should be determined based on the assumptions marketplace participants
          would use
          in pricing the asset or liability, and provides additional guidelines to
          consider in determining the market-based measurement .The adoption of this
          standard is not expected to have a material effect on the Company’s results of
          operations or financial position.
 
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
          Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits all
          entities to choose to measure eligible items at fair value at specified
          election
          dates.The adoption of this standard is not expected to have a material
          effect on
          the Company’s results of operations or financial position.
 
 In
          September 2006, the SEC issued Staff Accounting Bulletin No. 108 “Considering
          the Effects of Prior Year Misstatements ** when
          Quantifying Misstatements in Current Year Financial Statements” *.* This
          bulletin requires companies to consider the effect of prior year misstatements
          for past and current financials statements when determining the materiality
          of
          these misstatements, and to make appropriate adjustments to the financial
          statements and related disclosures accordingly. This requirement is in
          effect
          for all companies with fiscal years ending after November 15, 2006. SAB No.
          108 is effective for fiscal years ending after November 15, 2006. The adoption
          of this statement did not have a material effect on the Company's reported
          financial position or results of operations.
 
 **Note
          2 - Income Taxes**
 
 The
          Company recognizes deferred tax assets and liabilities created by temporary
          differences between the financial statement and tax basis of assets and
          liabilities. Deferred tax assets and liabilities are computed on such temporary
          differences, including available net operating loss carry forwards and
          tax
          credits, by applying enacted statutory tax rates applicable to the years
          when
          such differences are
 expected
          to reverse. A valuation allowance is provided on deferred tax assets to
          the
          extent that it is more likely than not that such deferred tax assets will
          not be
          realized.
 
 The
          Company currently operates in the United States, while its Subsidiaries
          operate
          in the United Kingdom and South Korea. Operating loss carryforwards in
          the
          United States approximated $8,000,000 at December 31, 2006, and can be
          carried
          forward for 20 years, expiring in the years 2025-2026. Operating loss
          carryforwards in the United Kingdom approximated $9,000,000 at December
          31,
          2006, and can be carried forward indefinitely, provided the Company (i)
          doesn't
          cease operations and (ii) doesn't change its business nature, while operating
          loss carryforwards in South Korea approximated $4,300,000 at December 31,
          2006,
          and expire in the years 2007-2011. The Company has a deferred tax asset
          of
          approximately $6,700,000 and has recorded a full valuation allowance against
          the
          deferred tax asset resulting from these tax loss carry-forwards.
 
 **Note
          3 - Commitments**
 
 **Operating
          Leases**
 
 The
          Company has two leases in Seoul, Korea for its pilot plant, as well as
          for its
          administrative and research office. One lease expires in March 2008 and
          the
          other in July 2007. As of December 31, 2006, the minimum future rental
          commitments under all non-cancelable operating leases with terms greater
          than
          one year, are as follows:
 Year
                      Ending December 31,2007
                  
                  $
                  113,8322008
                  
                  $
                  13,871$
                  127,703
  
 F-6
 **Employment
          contracts**
 
 The
          Corporation has entered into employment agreements with 19 of its officers
          /
          employees for terms ranging between one and two years. Under the terms
          of the
          contracts these officers / employees are entitled to minimum ** compensation
          of approximately $1,200,000 in 2007 and $230,000 in 2008. In addition,
          some
          agreements ** provide
          for bonuses and stock option based upon performance criteria as defined
          in the
          respective agreements.
 
 **Accrual
          for Employment Retirement Benefits**
 
 The
          Company has recorded a liability of $117,015 as of March 31, 2007, as a
          result  of
          a
          legal decision by the Korean Supreme Court in 2006 related to employment
          benefits. The Company believes that this potential liability will not be
          paid
          within the current year, and it has therefore been recorded as a long term
          liability.
 
 **Commitments
          to a third party**
 
 According
          to an agreement between the Korea Subsidiary and Sae Han IT, on May
          21,  2004,
          The
          Korea Subsidiary is to provide 25 percent of gross margin to B.A.C. Network
          (BAC) from the micro cooling systems business for 3 years from the initial
          sales
          to  include
          only LG Electronics, LGIBM, and others to which LG Electronics and LGIBM
          will
          supply the Company's products. Gross margin is determined based on the
          difference between suppliers' unit cost and selling price to purchaser. 
Through March 31, 2007, no qualifying sales have occurred.
 
 **Royalty
          Agreement**
 
 On
          May
          18, 2005, the UK Subsidiary entered into a Royalty Agreement with CHL Investment
          Partnership ("CHL") and  Hansen
          Gray & Company, Inc. ("Hansen Gray"). The terms of the agreement call for a
          payment of 1.14% and 0.86% of revenue to CHL and Hansen Gray, respectively,
          once
          the UK Subsidiary's revenue exceeds $25 million. The agreement is terminated
          once the aggregate payment to CHL and Hansen Gray totals $50 million. During
          2005, the Company paid a Royalty Advance to Hansen Gray totaling $500,000
          which
          is recorded as a royalty advance.
 
 CHL
          is an
          organization in which Dr. Jeong Hyun Lee (a former Director of the Company)
          holds an interest in. Hansen Gray is an entity affiliated through common
          management.
 
 **Registration
          Rights**
 
 The
          Company entered into a registration rights agreement with the Preferred
          Series A
          Share  Holders
          dated July 11, 2005. Under the terms of the Registration Rights Agreement,
          if
          a  registration
          statement is not filed within 60 days of July 11, 2005 or declared effective
          within 120 days  of
          July
          11, 2005 (each a "Non-registration Event"), then for each 30 day period
          during
          the pendancy of such a Non-Registration Event, the company is required
          to pay to
          the selling shareholders liquidated
 damages
          in an amount equal to one percent (1%) of the aggregated price such selling
          shareholders paid for the Company's series A Preferred stock (deemed to
          be $0.88
          per share), which the company may pay in cash or additional shares of series
          A
          Preferred Stock (valued at $0.88 per share), at the company's option. The
          registration statement was filed on October 6, 2005 and was declared effective
          on April 17, 2006. At December 31, 2005, the Company accrued $923,790 as
          an
          estimate of the registration rights penalty, which
 amount
          is
          included in selling and administrative expenses in the accompanying 2005
          financial statements. On August 10, 2006, the Company issued 970,550 Series
          A
          Preferred Shares valued at $902,611 to Preferred Series A Share Holders
          in
          settlement of the Registration Rights Penalty. Hansen Gray and CHL have
          certain
          registration rights, and the holders of the Series A Preferred Shares have
          certain continuing rights under this Registration Rights Agreement.
 
 The
          Company entered into a registration rights agreement with the preferred
          series B
          share holders dated December 16, 2005. Under the terms of the Registration
          Rights Agreement, the Company is required to use its best efforts to file
          a
          Registration Statement covering the underlying Common Stock within six
          months
          after the Company's Registration Statement on Form SB-2 (SEC File
          No. 333-128856) is declared effective. The Company is required to maintain
          the effectiveness of the Initial Registration Statement through the first
          anniversary of the Closing Date and shall use its best efforts to maintain
          the
          effectiveness of the Initial Registration Statement through the second
          anniversary of the Closing Date.
 
 **Note
          4 - Stockholders' equity**
 
 **Capital
          stock**
 
 At
          March
          31, 2007, the Company had an authorized number of shares of 150,000,000
          Common
          Shares and 100,000,000 of Preferred Shares, 30,000,000 of which has been
          designated as Preferred Series A Shares and 7,000,000 of which has been
          designated Preferred Series B Shares. The total issued and outstanding
          shares
          were 36,460,254 Common Shares, 23,061,505 Preferred Series A Shares, and
          3,063,402 Preferred Series B Shares.
 
 During
          the year ended December 31, 2006, 560,030 shares of Preferred Series A
          were
          converted to Common Shares at a rate of 1:1. On September 30, 2006, the
          Company
          issued 6,564,104 common shares (valued at $1,772,307) to Series A and Series
          B
          Preferred Shareholders as a 25% common stock dividend.
 
 **Share
          Exchange Agreement and Series A Offering**
 
 Effective
          as of July 8, 2005, Cedar Mountain Distributors, Inc. entered into a Share
          Exchange Agreement with the shareholders of iCurie Lab Holdings Limited,
          a UK
          Company, and certain additional parties. Immediately prior to the execution
          of
          the Share Exchange Agreement 3,050,001 shares of Cedar Mountain common
          stock
          were cancelled (the "Common Stock Cancellation") pursuant to agreements
          between
 Cedar
          Mountain and certain shareholders of Cedar Mountain (including the then
          sole
          officer and director of Cedar Mountain) for aggregate consideration of
          $214,000.
          After the Common Stock Cancellation, 1,350,023 shares of Cedar Mountain
          remained
          issued and outstanding. Upon the consummation of the transactions contemplated
          by the Share Exchange Agreement on July 8, 2005, (i) Cedar Mountain acquired
          all
          of the outstanding shares of iCurie UK (resulting in iCurie UK becoming
          a wholly
          owned subsidiary of Cedar Mountain), (ii) Cedar Mountain issued 24,935,047
          shares of common stock to the shareholders of iCurie UK and certain of
          their
          assigns, which represented 94.864% of the issued and outstanding shares
          of Cedar
          Mountain common stock, (iii) the sole director and executive officer of
          Cedar
          Mountain resigned, (iv) directors and officers associated with iCurie UK
          were
          appointed as directors and officers of Cedar Mountain, (v) Amended and
          Restated
          Articles of Incorporation of Cedar Mountain were approved and filed which,
          among
          other things, changed the
          name
          of Cedar Mountain to iCurie, Inc., and authorized 30,000,000 shares of
          Series A
          Preferred Stock; and (vi) the new directors approved and adopted Amended
          and
          Restated Bylaws of iCurie, Inc.
 
 F-7
 The
          Share
          Exchange between the shareholders of iCurie UK, a private company, with
          Cedar
          Mountain, a non-operating public shell with nominal assets, was accounted
          for as
          an equity transaction. The stock retained by the shareholders of Cedar
          Mountain
          has been adjusted to reflect the financing transaction with the proceeds
          equal
          to the net asset value of Cedar Mountain immediately prior to the acquisition
          and the equity of iCurie has been adjusted to reflect a recapitalization
          whereby
          the prior retained earnings of Cedar Mountain were eliminated. This resulted
          in
          an adjustment to common stock and additional paid in capital to arrive
          at the
          net asset value of Cedar Mountainof $34,844. This amount has been reflected
          in
          the statement of stockholder’s equity as the effects of the July
          recapitalization of iCurie. No goodwill or other intangible asset has been
          recorded in connection with the share exchange. The historical financial
          statements of Cedar Mountain (which has since changed its name to iCurie,
          Inc)
          has become the historical financial statements of iCurie UK.
 
 Effective
          as of July 11, 2005, iCurie, Inc. issued 20,995,239 shares of Series A
          Preferred
          Stock, together with warrants exercisable for a total of 6,441,895 shares
          of
          iCurie, Inc. common stock at prices ranging from $0.88 - $1.32, to various
          parties in exchange for approximately $12.48 million in cash (at a cash
          price of
          $0.88 per share of Series A Preferred Stock) and the transfer of $4.6 million
          of
          previously issued promissory notes issued by various parties. Certain of
          the
          promissory notes carried beneficial conversion features and as a result,
          during
          the year ended December 31, 2005, the Company recorded additional interest
          expense of $192,959. (These transactions are collectively referred as the
          “Series A Offering”). The Series A Offering was effectuated pursuant to
          Subscription Agreements (in the case of cash sales) and a Preferred Stock
          Purchase Agreement (in the case of the issuance of Series A Preferred Stock
          for
          promissory notes) between iCurie, Inc. and the stock recipients, each effective
          as of July 11, 2005. In connection with the Series A Offering, iCurie,
          Inc. also
          entered into a Registration Rights Agreement dated as of July 11, 2005
          with the
          Company's shareholders, Series A Shareholders, and certain additional parties
          (see note 3).
 
 In
          addition to the warrants issued together with Series A Preferred Stock,
          681,018
          warrants for common stock and 1,364,528 warrants for preferred (Series
          A) stock
          were issued to placement agents.
 
 Pursuant
          to the Share Exchange Agreement, the Company agreed to assume the obligations
          of
          iCurie UK under a Placement Agent Agreement between iCurie UK, Indigo Securities
          LLC and Axiom Capital Management Inc. (Indigo and Axiom are collectively
          referred to as the “Placement Agent”), pursuant to which the Placement Agent was
          compensated by the Company for its services in connection with the Share
          Exchange Agreement and the Series A Offering. In connection with the Share
          Exchange Agreement and Series A Offering, the Company also granted warrants
          exercisable for a total of 270,000 shares of iCurie, Inc. common stock
          to a
          party that identified Cedar Mountain as a potential participant in the
          share
          exchange.
 
 In
          connection with the Share Exchange Closing and Series A Offering, (i) certain
          executive officers entered into employment agreements, (ii) iCurie, Inc.
          advanced a major shareholder $500,000 (see Note 3) payable under a pre-existing
          revenue sharing agreement and entered into certain related transactions
          with
          such shareholder, (iii) iCurie, Inc. cancelled a $1.1 million promissory
          note
          made by an executive officer in exchange for 1.25 million shares of common
          stock
          of the Company owned by such officer, (iv) an option for 440,000 shares
          of the
          Company's common stock held by an executive officer was cancelled in exchange
          for a warrant to purchase 1,097,142 shares of iCurie, Inc. common stock,
          (v)
          iCurie, Inc. executive officers were paid certain accrued but previously
          unpaid
          salaries in cash and shares of iCurie, Inc. common stock and (vi) an executive
          officer agreed to indemnify iCurie, Inc. against certain
          liabilities.
 
 **Terms
          of Series A Preferred**
 
 In
          the
          event of any sale or dissolution of the Company, the holders of the
          Series A Preferred shall be entitled to receive in preference to the
          holders of the Series B and Common Stock a per share amount equal to $0.88
          plus
          any accrued, unpaid dividends. The holders of the Series A Preferred have
          the right to convert the Series A Preferred at any time into shares of
          Common Stock at an initial conversion rate of 1:1, as defined. At the option
          of
          the Company, if certain criteria as defined in the agreement are met, the
          Series A Preferred can be converted into Common Stock. The conversion price
          of the Series A Preferred is subject to a weighted average antidilution
          adjustment. The Series A Preferred vote together with the Common Stock and
          not as a separate class. Each share of Series A Preferred has a number of
          votes equal to the number of shares of Common Stock then issuable upon
          conversion of such share of Series A Preferred. So long as 50% or more of
          the Series A Preferred Stock remains outstanding, the holders of the Series
          A
          Preferred Stock are entitled to elect two directors of the Company, and
          so long
          as 25% or more of the Series A Preferred Stock remain outstanding, the
          holders
          of the Series A Preferred Stock are entitled to elect one director of the
          Company. The directors elected by the Series A Preferred Stock and the
          holders
          of the Series A Preferred Stock each have approval rights over specified
          corporate actions. Subject to certain exceptions, in the event the Company
          proposes to offer or sell any new securities, the Company shall first make
          an
          offering of such new securities to each holder of Series A Preferred
          Stock.
 
 F-8
 The
          holders of Series A Preferred Stock are entitled to receive cumulative,
          compounding dividends at a rate of eight percent (8%) per annum as, when
          and if
          declared by the Board of Directors of the Company. The dividends may be
          paid in
          cash or shares of Series A Preferred Stock (valued at original issue price)
          at
          the sole discretion of the Company. Holders of Series A Preferred Stock
          also
          receive on an as-converted basis any distributions paid on the common stock.
          No
          dividends may be paid on common stock unless all unpaid cumulative dividends
          on
          the Series A Preferred Stock are paid. On August 10, 2006, the Company
          issued
          approximately 1,700,000 shares of Series A Preferred Stock as dividends
          to all
          holders of record on July 11, 2006, valued at approximately $1,500,000.
          As of
          March 31, 2007, accumulated, undeclared dividends on the Series A Preferred
          Shares totaled approximately $1,172,000.
 
 **Terms
          of Series B Preferred**
 
 Subject
          and subordinate to the liquidation rights of the Company’s Series A
          Preferred Stock, the holders of the Series B Preferred shall be entitled
          to
          receive in preference to the holders of the Common Stock a per share amount
          equal to $1.00, in the event of any sale or dissolution of the Company.
          The
          holders of the Series B Preferred have the right to convert the
          Series B Preferred at any time into shares of Common Stock at an initial
          conversion rate of 1:1, as defined. At the option of the Company, if certain
          criteria as defined in the agreement are met, the Series B Preferred can be
          converted into Common Stock. The conversion price of the Series B Preferred
          and the exercise price of the Warrants which accompanied the Preferred
          Stock are
          subject to a weighted average antidilution adjustment. The Series B
          Preferred vote together with the Common Stock and not as a separate class.
          Each
          share of Series B Preferred has a number of votes equal to the number of
          shares of Common Stock then issuable upon conversion of such share of
          Series B Preferred.
 The
          Series B Preferred does not carry any dividend.
 
 **Stock
          Compensation**
 
 Through
          March 31, 2007, the Company has granted approximately 6.6 million of its
          common
          stock to employees and others, of which approximately 4.3 million common
          shares
          have vested. These shares issuances were valued between $0.07-0.50 based
          upon
          management's estimate of the fair value of the common stock on the date
          of
          issuance. These stocks grants have certain vesting provisions through May
          2009.
          For the period ended March 31, 2007 and 2006, approximately 78,000 and
          661,000
          shares, respectively, have vested and a charge to compensation expense
          of
          $51,838 and $72,049, respectively, was recorded. The remaining unvested
          shares
          valued at approximately $387,000 are being amortized over their respective
          vesting periods.
 
 **Employee
          Stock Options**
 
 On
          January 1, 2006, the Company adopted the fair value recognition provisions
          of
          Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based
          Payment,” using the modified prospective method. For the period ended March 31,
          2007 and 2006, the Company recognized stock-based compensation of $41,603
          and
          $9,583, respectively. The Company considers voluntary termination behavior
          as
          well as trends of actual option forfeitures when estimating its forfeiture
          rate.
          Given the limited history of outstanding options, the Company has estimated
          a 0%
          forfeiture rate and has only recorded actual forfeitures as
          incurred.
 
 Stock
          options issued under the Company’s Long-term Incentive Plans are granted with an
          exercise price equal or greater than the market price of the Company’s stock at
          the date of grant and expire ten years from the date of grant. These options
          generally vest over  a
          two- or
          three-year period. During the period ended March 31, 2007 and 2006, the
          Company
          issued 0 and 156,000 options, respectively, to purchase common to purchase
          common stock.
 
 The
          fair
          value of each option granted is estimated on the date of grant using the
          Black-Scholes option-pricing method. Given its limited trading history,
          the
          Company used volatility from companies in the same industry. The Company
          estimated the expected option life and the expected forfeiture rate. The
          risk-free rate is based on the U.S. Treasury yield curve in effect at the
          time
          of grant for the estimated life of the option. The Company has not made
          any
          dividend payments on common stock nor does it have plans to pay dividends
          in the
          foreseeable future. The following assumptions were used to estimate the
          fair
          value of options granted during the three months ended March 31, 2006 using
          the
          Black-Scholes option-pricing model:
  Risk
                      free interest rate
                  
                  
                  7.53
                  %Expected
                      Term (years)
                  
                  
                  5Expected
                      volatility
                  
                  
                  100.00
                  %Dividend
                      Yield
                  
                  
                  0.00
                  %
  Information
          about all employee options outstanding is as follows:
 
 For
                      the three months ended March 31,
                  
                  **2007**
                  
                  **2006****Weighted
                      Average**
                  
                  
                  
                  **Weighted
                      Average****Shares**
                  
                  **Exercise
                      Price**
                  
                  **Shares**
                  
                  **Exercise
                      Price**Options
                      Outstanding at beginning of period
                  
                  
                  3,176,015
                  
                  $
                  0.79
                  
                  
                  2,510,337
                  
                  $
                  0.88Granted
                  
                  
                  0
                  
                  $
                  -
                  
                  
                  156,000
                  
                  $
                  1.00Cancelled
                  
                  
                  (104,000
                  )
                  $
                  0.88
                  
                  
                  0
                  
                  $
                  -Options
                      Outstanding at end of period
                  
                  
                  3,072,015
                  
                  $
                  0.79
                  
                  
                  2,666,337
                  
                  $
                  0.89
 
 **Warrants
          to Purchase Common Stock**
 
 During
          2005, the Company issued various warrants to preferred shareholders and
          the
          placement agents in connection with the Series A and B Offerings. On September
          11, 2006, the Company issued warrants to purchase 1,500,000 of Celsia common
          stock to a third party as part of a distribution agreement. As part of
          the same
          agreement, the Company received warrants to purchase 500,000 shares of
          the
          distributors common stock. The warrants vest 25% in December 2006, 25%
          in
          December 2007, and 50% contingent upon acheivement of volume thresholds.
          The
          agreement was executed with the intention that the value of each warrant
          to be
          materially similar in value. Management has estimated the fair market value
          of
          both issuances using the Black-Scholes and has valued the issuance to them
          at
          approximately $220,000. The Company has recorded an expense totaling
          approximately $55,000 related to this issuance for the year ended December
          31,
          2006. No value was assigned to the warrants received by the Company.A summary
          of
          the issued and outstanding warrants are as follows:
 
 F-9
  **Exercise**
                  
                  **#
                      of Warrants**
                  
                  **#
                      of Warrants**
                  
                  **Expiration****Price**
                  
                  **Outstanding**
                  
                  **Exercisable**
                  
                  **Date**$
                      0.32
                  
                  
                  1,500,000
                  
                  
                  375,000
                  
                  
                  September
                      2011$
                      0.88
                  
                  
                  1,874,178
                  
                  
                  1,874,178
                  
                  
                  July
                      2010$
                      1.09
                  
                  
                  1,097,142
                  
                  
                  1,097,142
                  
                  
                  July
                      2010$
                      1.10
                  
                  
                  2,759,357
                  
                  
                  2,759,357
                  
                  
                  July
                      2010$
                      1.32
                  
                  
                  2,759,357
                  
                  
                  2,759,357
                  
                  
                  July
                      2010$
                      1.50
                  
                  
                  772,190
                  
                  
                  772,190
                  
                  
                  December
                      2010$
                      3.00
                  
                  
                  765,850
                  
                  
                  765,850
                  
                  
                  December
                      2010
 
  **Warrants
          to Purchase Preferred Stock**
 
 During
          2005, the Company issued various warrants to placement agents in connection
          with
          the Series A and B Offerings. A summary of these warrants are as
          follows:
 
 **Exercise**
                  
                  **#
                      of Warrants**
                  
                  **#
                      of Warrants**
                  
                  **Expiration****Price**
                  
                  **Outstanding**
                  
                  **Exercisable**
                  
                  **Date**$
                      0.88
                  
                  
                  1,364,528
                  
                  
                  1,364,528
                  
                  
                  July
                      2010$
                      1.50
                  
                  
                  210,000
                  
                  
                  210,000
                  
                  
                  December
                      2010
 
 **Note
          5 - Bond payable**
 
 The
          bond
          payable (Won 300 million) at March 31, 2007, was issued to Asia Vital Components
          in December 2002 and matures in December 2007. The bond carries no interest
          and
          has been discounted using a 7% interest rate. At March 31, 2007 the unamortized
          bond discount amounted to $14,823.
 
 The
          bond
          payable at March 31, 2007 is summarized as follows:
 Face
                      Amount
                  
                  $
                  318,792Less:
                      Discount
                  
                  
                  (92,800
                  )Plus:
                      Amortization of discount
                  
                  
                  77,977Carrying
                      value
                  
                  $
                  303,969
 
 Under
          the
          original terms, the bond was convertible into 6,667 shares (an approximate
          2%
          ownership) of common stock in the Korea Subsidiary; however, Asia Vital
          Components has waived its right to convert the bond into common
          stock.
 
 **Note
          6 - Note Payable**
 
 On
          February 20, 2007, the Company issued Secured Convertible Promissory Notes
          (the
“Notes”) in an aggregate principal amount of $1,000,000 to certain purchasers
          (the “Noteholders”) pursuant to the terms of Securities Purchase Agreements
          dated as of February 20, 2007 by and between the Company and the Noteholders.
          The Notes carry an annual interest rate of 10%, with all principal and
          accrued
          interest being due and payable on June 20, 2007; provided, however, that
          upon
          the terms and subject to the conditions of the Notes, all outstanding principal
          and interest on the Notes will automatically convert into securities of
          the
          Company issued pursuant to a Company financing meeting certain conditions
          (a
“Qualified Financing”), if such Qualified Financing is effectuated on or prior
          to June 20, 2007. All principal and accrued interest on the Notes shall
          become
          payable prior to June 20, 2007 upon certain events of default relating
          to, among things, the bankruptcy or dissolution of the Company, the sale
          of
          substantially all of the Company’s assets and certain breaches by the Company of
          the terms and conditions of the Notes and related agreements. The obligations
          evidenced by the Notes are secured by a pledge of substantially all of
          the
          Company’s assets, including the capital stock of Celsia Technologies UK Limited
          and Celsia Technologies Korea, Inc. In connection with the issuance of
          the
          Notes, the Company’s Chief Executive Officer and Chief Financial Officer have
          agreed to transfer approximately 735,000 shares of Company common stock
          held by
          such executives to the Noteholders in the event that a Qualified Financing
          does
          not occur on or prior to June 20, 2007.
 
 As
          of
          March 31, 2007, the Company has accrued interest payable of
          $10,685.
 
 **Note
          7 - Subsequent Event**
 
 On
          April
          20, 2007, the Company received an additional $150,000 under the secured
          convertible promissory notes as describedin Note 6. The terms of these
          notes are
          the same as those described in Note 6.
 
 
 F-10







**Item
      2.**   **Management’s
      Discussion and Analysis or Plan of Operation.**





Management
      believes the following discussion is relevant to an assessment and understanding
      of the plan of operation of Celsia Technologies, Inc. and its subsidiaries
      (collectively “we” or the “Company”) as of March 31, 2007. The discussion should
      be read in conjunction with the unaudited condensed consolidated financial
      statements and notes thereto included in this Form 10-QSB.




Our
      operations include research, development, sales and marketing of our own
      patented technology portfolio as well as operating our pilot plant. During
      2006
      we commercialized our technology and executed several commercial orders. During
      the first quarter of 2007, the company continued on the commercialization path
      and executed several commercial deliveries. We are currently involved with
      many
      potential customers in several projects designed to commercially produce and
      sell our products. Furthermore, technology companies face challenges as they
      develop and manufacture new and more powerful components and products, which
      generate heat and require a solution to dissipate the heat. We believe that
      the
      heat emission problem has accelerated and is now seriously threatening the
      development of new heat generating products in several industries. Our cooling
      technologies should therefore enable companies to develop new products with
      higher performance, increased efficiency and with smaller size. We want to
      become a world leader in developing and commercializing this next generation
      of
      cooling solutions for the PC, LED-lighting, flat panel display, and the
      communication and entertainment industries. Management has decided to focus
      the
      main part of the resources on the Nano Spreader TechnologyTM (NST). This
      technology path is meant to be a more economical and faster way to commercialize
      our products compared to our MCS technology.




The
      Company had an order backlog of approximately $500,000 at March 31, 2007, of
      which the majority is commercial orders.




The
      Company has produced revenues of $99,323 for the three months ended March 31,
      2007 compared to $2,566 for the same period last year. The revenues are a result
      of customers paying for test samples, and commercial deliveries. Cost of sales
      for the three months ended March 31, 2007 was $166,538 compared to $98,980
      for
      the same period last year. This is attributable to increased production activity
      originating from an increasing demand for our products. Notwithstanding
      the February 2007 note issuance described below, the Company needs to raise
      additional funds in order to continue its operations. There can be no assurance
      that we will be able to obtain the necessary funds in a timely manner or the
      terms on which such funds may be obtained. Since inception, we have not
      generated material revenue from operations and there can be no assurance that
      we
      will generate revenue in the future. We may also determine to raise additional
      capital if such capital can be raised on terms, which we deem
      appropriate.




On
      February 20, 2007, the Company obtained additional funds through the issuance
      of
      $1 million aggregate principal amount of secured convertible promissory notes,
      which was increased by $150,000 as of April 20, 2007. The
      Company is working with tight cost controls in order to manage its
      commercialization process. A
      majority of our expenses in the quarter ended March 31, 2007 were from selling
      and administrative expenses, which include research and development costs.
      The
      selling and administrative expenses for the three months ended March 31,
      2007 were approximately $957,000 compared to approximately $1,302,000 for the
      same period last year. The decrease compared to last year is mainly attributable
      to increased functional efficiency.




2


We
      expect
      our product development, and project management activities to continue to be
      driven by commercial opportunities and undertaken as a result of potential
      customers requesting test units. The test orders that we receive from potential
      customers are fulfilled either by 1) modification of already commercialized
      products or 2) new solutions designed together with the potential customer.
      During the first quarter of 2007, the majority of our R&D resources were
      dedicated to customer projects and for the design of products with commercial
      opportunities. This is expected to continue during the remainder of 2007.




We
      expect
      our capital expenditures over the next twelve months to be focused on
      complementing our pilot plant with specific volume related equipment and on
      specific research and development related test equipment. All investments will
      be driven by commercialization opportunities, customer driven projects, and/or
      commercial volumes. We
      plan
      to recruit two sales executives in order to efficiently continue to execute
      our business
      plan and make sure that we fully capitalize on the market opportunity. As of
      March 31, 2007 the Company **** employed
      23 people, 19 of
      which were
      located in Korea. Other additional new employees are strictly replacement
      hirings. However, if opportunities arise with what we believe are significant
      upsides with reasonable risks, we are prepared to reevaluate and change our
      plans.




During
      the quarter ended March 31, 2007, we continued to make progress towards building
      the Company and commercializing our technology. We have received product test
      orders, which have led to
      several related test product deliveries ,
      as well
      as commercial orders. Test products
      are used by potential customers to examine our products' features and
      compatibility with customer products. Although such testing procedures can
      involve numerous steps and significant timelines, in several instances our
      test
      products have advanced beyond the test phases and been incorporated on a limited
      volume basis into commercial products. The mix between sample order deliveries
      and commercial deliveries increased during the first quarter of 2007 in favor
      of
      commercial deliveries. ****





*Liquidity
      and Capital Resources*




Our
      main
      sources of liquidity are the approximate $10.0 million in net cash proceeds
      generated from our 2005 Series A Preferred Stock offering, the $2.8 million
      in
      net proceeds from our Series B offering in 2005 and the cash proceeds from
      the
      $1.0 million issuance of promissory notes in February 2007. The cash outflow
      for
      the first three months of 2007 has been approximately $360,000 per month, which
      was below our plans. Our main use of cash during the first three months of
      2007
      has been related to product development driven by customer projects and general
      and administrative expenses. Prior to the Series A Preferred Stock issuance
      in
      July 2005, the Company had limited liquidity and approximately $2.5 million
      in
      convertible debt.




3


Based
      on
      our current operating plan, we anticipate using our cash mainly to continue
      commercialization efforts and to expand the distribution network for our
      technology solutions. The main cash uses will be for sales and marketing,
      general and administrative, and research and development expenses. Investments
      will be focused on product development and manufacturing. All investments will
      be driven by commercialization opportunities. The total cash need for the next
      twelve months is estimated to be approximately $5.0 million, starting at April
      1, 2007. The main portion of the cash need is for operating expenses, cost
      of
      sales, and a smaller portion is for investments in manufacturing and R&D. We
      expect to fund these activities through cash generated from operations and
      additional financing .




The
      ratio
      between current assets and current liabilities at March 31, 2007 was
      approximately 0.15. However, a majority portion of current liabilities relates
      to expenses that have limited cash impact and the above ratio also includes
      the
      February 2007 $1.0 million promissory note issuance described
      above.




*Significant
      Estimate* *s*




The
      Company prepares its financial statements in conformity with accounting
      principles generally accepted in the United States of America, which require
      management to make estimates and assumptions that affect the reported amounts
      in
      the financial statements. Although these statements are based on management’s
      best knowledge of current events and actions that the Company may undertake
      in
      the future, actual results could differ from those estimates. Significant
      estimates required to be made by management include the valuation of
      1) investments, 2) equity securities issued, 3) prepaid
      royalties, and 4) registration rights.




*Recent
      accounting pronouncement*




In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
      Statement No. 109 (FIN 48), which provides clarification related to the process
      associated with accounting for uncertain tax positions recognized in
      consolidated financial statements. FIN 48 prescribes a more-likely-than-not
      threshold for financial statement recognition and measurement of a tax position
      taken, or expected to be taken, in a tax return. FIN 48 also provides guidance
      related to, among other things, classification, accounting for interest and
      penalties associated with tax positions, and disclosure requirements. FIN 48
      is
      effective for fiscal years beginning after December 15, 2006. The adoption
      of
      this statement did not have a material effect on the Company's future reported
      financial position or results of operations.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements” (“SFAS
      157”), which provides guidance for measuring the fair value of assets and
      liabilities, as well as requires expanded disclosures about fair value
      measurements. SFAS 157 indicates that fair value should be determined based
      on
      the assumptions marketplace participants would use in pricing the asset or
      liability, and provides additional guidelines to consider in determining the
      market-based measurement . The adoption of this standard is not expected to
      have
      a material effect on the Company’s results of operations or financial
      position.





4


In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits all
      entities to choose to measure eligible items at fair value at specified election
      dates. The adoption of this standard is not expected to have a material effect
      on the Company’s results of operations or financial position.





In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108
“Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements”. This bulletin requires
      companies to consider the effect of prior year misstatements for past and
      current financials statements when determining the materiality of these
      misstatements, and to make appropriate adjustments to the financial statements
      and related disclosures accordingly. This requirement is in effect for all
      companies with fiscal years ending after November 15, 2006. SAB No. 108 is
      effective for fiscal years ending after November 15, 2006. The adoption of
      this
      statement did not have a material effect on the Company's reported financial
      position or results of operations.




*Off
      Balance Sheet Arrangements*




We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.




*Market
      Risks*




The Company operates
      in the
      United States, the United Kingdom and
      South Korea ,
      each of
      which has its own currency. This
      may
      cause the Company to
      experience and be exposed to different market risks such as changes in interest
      rates and currency deviations .




*Forward-Looking
      Statements*




When
      used
      in this Form 10-QSB or other filings by the Company with the Securities and
      Exchange Commission, in our press releases or other public or shareholder
      communications, or in oral statements made with the approval of an authorized
      Company officer, the words or phrases “would be”, “will allow”, “intends to”,
“will likely result”, “are expected to”, “will continue”, “is anticipated”,
“estimate”, “project”, or similar expressions are intended to identify
“forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995.




We
      caution readers not to place undue reliance on any forward-looking statements,
      which speak only as of the date made, and advise readers that forward-looking
      statements involve various risks and uncertainties. We do not undertake, and
      specifically disclaim, any obligation to update any forward-looking statements
      to reflect occurrences or unanticipated events or circumstances after the date
      of such statement.




5


**Item
      3.****Controls
      and Procedures.**




We
      have
      evaluated, with the participation of our Chief Executive Officer and Chief
      Financial Officer, the effectiveness of the design and operation of our
      disclosure controls and procedures as of March 31, 2007 pursuant to Exchange
      Act
      Rule 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures are
      effective in timely alerting them to material information relating to the
      Company required to be included in our periodic SEC filings. There were no
      changes made in our internal control over financial reporting, as such term
      is
      defined in Exchange Act Rule 15d-15(f), during the period covered by this report
      that have materially affected, or are reasonably likely to materially affect,
      these controls subsequent to the date of their last evaluation.




**PART
      II**


**OTHER
      INFORMATION**





**Item
      2.**   **Unregistered
      Sales of Equity Securities and Use of Proceeds.**




On
      February 20, 2007, the Company issued secured convertible promissory notes
      in an
      aggregate principal amount of $1.0 million to certain purchasers as reported
      in
      the Company’s current report on Form 8-K filed on February 23, 2007. The
      issuance of such securities was exempt from registration under the Securities
      Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof.
      The Company made this determination in part based on the representations of
      the
      purchasers of such securities, which included, in pertinent part, that such
      purchasers were “accredited investors” within the meaning of Rule 501 of
      Regulation D promulgated under the Securities Act.




**Item
      6.**  **Exhibits.**




Exhibit
      titles reflect the Company’s September 14, 2006 name change from “iCurie, Inc.”
to “Celsia Technologies, Inc.”




3(i).1
            Amended
                and Restated Articles of Incorporation of Celsia Technologies, Inc.
                (incorporated by reference to Exhibit 3(i).1 to Celsia Technologies,
                Inc.’s Quarterly Report on Form 10-QSB for the quarterly period ended
                June
                30, 2005).




3(i).2
            Certificate
                of Designation to Amended and Restated Articles of Incorporation
                of Celsia
                Technologies, Inc. (incorporated by reference to Exhibit 3(i).2 to
                Celsia
                Technologies, Inc.’s Annual Report on Form 10-KSB for the fiscal year
                ended December 31, 2005).




3(i).3
            Amendment
                to Amended and Restated Articles of Incorporation of Celsia Technologies,
                Inc. (incorporated by reference to Exhibit 3(i).3 to Celsia Technologies,
                Inc.’s Quarterly Report on Form 10-QSB for the quarterly period ended
                September 30, 2006).




3(ii).1
            Amended
                and Restated Bylaws of Celsia Technologies, Inc. (Incorporated by
                reference to Exhibit 3(ii).1 to Celsia Technologies, Inc.’s Quarterly
                Report on Form 10-QSB for the quarterly period ended June 30,
                2005).






6




4.1*
            Form
                of Warrant issued to Placement Agents (for common stock, Series A
                Preferred Stock and Series B Preferred
                Stock).




4.2*
            Form
                of $0.88 Warrants issued to purchasers of Series A Preferred
                Stock.




4.3*
            Form
                of $1.10 and $1.32 Warrants issued to purchasers of Series A Preferred
                Stock and $1.50 and $3.00 warrants issued to purchasers of Series
                B
                Preferred Stock.




4.4*
            Warrant
                dated July 11, 2005 between Celsia Technologies, Inc. and Dr. Jeong
                Hyun
                Lee, Ph.D.




4.5*
            Celsia
                Technologies, Inc. 2005 Stock Incentive
                Plan.




4.6*
            Form
                of Option Grant under Celsia Technologies, Inc. 2005 Stock Incentive
                Plan.




4.7*
            Form
                of Restricted Stock Grant under Celsia Technologies, Inc. 2005 Stock
                Option Incentive Plan.




10.1**+  Letter
      Agreement between Celsia Technologies, Inc. and Hakan Wretsell.




10.2**+  Letter
      Agreement between Celsia Technologies, Inc. and Michael Karpheden.




10.3***  Form
      of
      Convertible Promissory Note (the “Notes”)




10.4***  Security
      Agreement related to the Notes.




10.5***  Form
      of
      Securities Purchase Agreement related to the Notes.




10.6***  Stock
      Transfer Agreement related to the Notes.




31.1  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002




31.2  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002




32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002






*  Included
      as an exhibit to Celsia Technologies, Inc.’s Registration Statement on Form
      SB-2, SEC File No. 333-128856 (the “Form SB-2”), and incorporated herein by
      reference.




**  Included
      as an exhibit to Celsia Technologies Inc.’s Current Report on Form 8-K filed
      March 27, 2007.




***  Included
      as an exhibit to Post-Effective Amendment No. 1 to the Form SB-2 and
      incorporated herein by reference.




+  Represents
      a management contract or compensatory plan or arrangement.




7








8


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**CELSIA
      TECHNOLOGIES, INC** .


(Registrant)




Date:  May
      11,
      2007


By: /s/
      Hakan Wretsell


Hakan
      Wretsell


Chief
      Executive Officer




By: /s/
      Michael Karpheden


Michael
      Karpheden


Chief
      Financial Officer




9


**EXHIBIT
      INDEX**




31.1  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002




31.2  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002




32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002










10