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


**Washington,
      DC 20549**








**Form
      10-QSB**




**o Quarterly
      report
      under Section 13 or 15(d) of the Securities Exchange Act of 1934** **for
      the quarterly period ended September 30, 2006**




**o 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
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o 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
            Outstanding
                as of October31**,**2006Common
                Stock
            36,635,183





Transitional
      Small Business Disclosure Format: Yes o No x










**PART
      I**


**FINANCIAL
      INFORMATION**





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


Celsia
                  Technologies, Inc. and SubsidiariesConsolidated
                  Balance Sheetas
                  of September 30, 2006Unaudited
                  (US Dollars)AssetsCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              1,484,160Short
                  Term Financial Instrument
              
              
              10,571Receivable
              
              
              30,896Inventory
              
              
              42,874Advance
                  payments
              
              
              174,347Prepaid
                  expenses
              
              
              51,574Other
              
              
              18,572Total
                  current assets
              
              
              1,812,994Guarantee
                  deposits
              
              
              128,594Investment
                  (note 1)
              
              
              -Furniture
                  and equipment, net (note 1)
              
              
              648,521Royalty
                  Advance (note 3)
              
              
              500,000Total
                  assets
              
              $
              3,090,109Liabilities
                  and Stockholders' EquityCurrent
                  liabilitiesAccounts
                  payable
              
              $
              292,225Accrued
                  expensesPayroll
                  and Related
              
              
              1,045,997Other
              
              
              85,656Other
              
              
              13,856Total
                  current liabilities
              
              
              1,437,734Accrual
                  for Employee Retirement Benefits (note 3)
              
              
              166,452Bond
                  payable (note 5)
              
              
              292,118Total
                  liabilities
              
              
              1,896,304Stockholders'
                  equity (note 4)Preferred
                  Stock, Series A; $.001 par value; 30,000,000 shares authorized;
                  23,193,171
                  issued & outstanding
              
              
              23,193Preferred
                  Stock, Series B; $.001 par value; 7,000,000 shares authorized;
                  3,063,402
                  issued & outstanding
              
              
              3,063Common
                  stock; $.001 par value; 150,000,000 shares authorized; 36,503,517
                  issued
                  & outstanding
              
              
              36,504Common
                  stock Subscribed
              
              
              81Additional
                  paid-in-capital
              
              
              23,448,459Other
                  comprehensive loss
              
              
              (96,663
              )Accumulated
                  (deficit)
              
              
              (22,220,832
              )Total
                  stockholders' equity
              
              
              1,193,805Total
                  liabilities and stockholders' equity
              
              $
              3,090,109
  See
                  notes to consolidated financial statements




F-1


Celsia
                  Technologies, Inc. and SubsidiariesConsolidated
                  Statements of OperationsUnaudited
                  (US Dollars)
 Three
                  Months Ended
              
              
              Nine
                  Months EndedSeptember
                  30,
              
              
              September
                  30,2006
              
              
              
              2005
              
              
              2006
              
              
              2005Revenue
              
              $
              32,854
              
              
              $
              -
              
              $
              55,414
              
              $
              -Costs
                  and expensesCost
                  of Sales
              
              
              149,670
              
              
              
              -
              
              
              433,924
              
              
              -Selling
                  and Administrative expenses
              
              
              2,117,212
              
              
              
              1,968,628
              
              
              4,802,375
              
              
              4,237,356Depreciation
              
              
              6,599
              
              
              
              39,992
              
              
              18,756
              
              
              61,017Amortization
                  of deferred financing cost (note 1)
              
              
              -
              
              
              
              220,745
              
              
              -
              
              
              316,661Miscellaneous
                  (income) expense
              
              
              (19,534
              )
              
              
              4,999
              
              
              (16,834
              )
              
              15,792Total
                  costs and expenses
              
              
              2,253,947
              
              
              
              2,234,364
              
              
              5,238,221
              
              
              4,630,826Operating
                  (loss)
              
              
              (2,221,093
              )
              
              
              (2,234,364
              )
              
              (5,182,807
              )
              
              (4,630,826
              )Other
                  income (expenses)Net
                  Loss on Disposal of furniture and equipment
              
              
              -
              
              
              
              -
              
              
              (45,900
              )
              
              -Loss
                  on Investment
              
              
              -
              
              
              
              (105,903
              )
              
              (110,670
              )
              
              (105,903
              )Interest
                  and other income
              
              
              61,902
              
              
              
              37,174
              
              
              134,593
              
              
              53,904Interest
                  expense (notes 5 and 6)
              
              
              (20,289
              )
              
              
              (13,020
              )
              
              (47,450
              )
              
              (257,424
              )Total
                  other income (expenses)
              
              
              41,613
              
              
              
              (81,749
              )
              
              (69,427
              )
              
              (309,423
              )Net
                  (loss)
              
              $
              (2,179,480
              )
              
              $
              (2,316,113
              )
              $
              (5,252,234
              )
              $
              (4,940,249
              )Dividend
                  on Series A Preferred Stock (Note 4)
              
              $
              (2,360,171
              )
              
              $
              (307,024
              )
              $
              (3,037,869
              )
              $
              (307,024
              )Net
                  Loss Attributable to Common Shareholders
              
              $
              (4,539,651
              )
              
              $
              (2,623,137
              )
              $
              (8,290,103
              )
              $
              (5,247,273
              )Net
                  Loss per Share:Basic
                  and Diluted
              
              $
              (0.15
              )
              
              $
              (0.09
              )
              $
              (0.28
              )
              $
              (0.20
              )Weighted
                  Average Shares OutstandingBasic
                  and Diluted
              
              
              30,089,173
              
              
              
              28,668,779
              
              
              29,792,739
              
              
              26,193,301
 See
                    notes to consolidated financial statements
  F-2
  Celsia
                  Technologies, Inc. and SubsidiariesConsolidated
                  Statements of Cash Flowsfor
                  the Nine Months Ended September 30, 2006 and 2005(US
                  Dollars)2006
              
              2005Cash
                  flows from operating activities:Net
                  (loss)
              
              $
              (5,252,234
              )
              $
              (4,940,249
              )Adjustments
                  to reconcile net (loss) to net cash (used)by
                  operating activities:Depreciation
              
              
              18,756
              
              
              61,017Amortization
              
              
              -
              
              
              322,984Beneficial
                  conversion feature on long-term debt
              
              
              -
              
              
              192,959Loss
                  on Investment
              
              
              110,670
              
              
              105,903Finders
                  Fee Settlement
              
              
              -
              
              
              38,219Accrued
                  Registration Rights Penalty settled with Preferred Stock
              
              
              902,611Stock
                  Based Compensation
              
              
              180,702
              
              
              138,024Loss
                  on Disposal of Furniture and Equipment
              
              
              45,901
              
              
              -Imputed
                  interest, net
              
              
              (17,988
              )
              
              (17,156
              )Changes
                  to certain other accounts:Receivable
              
              
              64,673
              
              
              50,185Inventory
              
              
              (42,874
              )
              
              -Advance
                  payments
              
              
              (49,402
              )
              
              (57,367
              )Prepaid
                  expenses
              
              
              (12,437
              )
              
              (82,301
              )Royalty
                  Advance
              
              
              -
              
              
              (500,000
              )Accounts
                  payable
              
              
              (162,827
              )
              
              207,167Accrued
                  expenses
              
              
              (153,827
              )
              
              119,262Accrual
                  for Employee Retirement Benefits
              
              
              166,452Other
              
              
              (4,388
              )
              
              33,077Net
                  cash (used) by operating activities
              
              
              (4,206,212
              )
              
              (4,328,276
              )Cash
                  flows from investing activities:Acquisition
                  of Subsidiary
              
              
              -
              
              
              (2,025,344
              )Deposits
              
              
              (1,218
              )
              
              (74,311
              )(Acquisition)
                  redemption of short-term financial instrument
              
              
              (10,571
              )
              
              19,322Purchase
                  of furniture and equipment
              
              
              (106,960
              )
              
              (462,029
              )Net
                  cash provided (used) by investing activities
              
              
              (118,749
              )
              
              (2,542,362
              )Cash
                  flows from financing activities:Short-term
                  borrowings
              
              
              (231,683
              )
              
              (423,344
              )Long-term
                  borrowings
              
              
              30,838
              
              
              1,000,000Deferred
                  financing fees
              
              
              -
              
              
              (100,000
              )Issuance
                  of common stock
              
              
              -
              
              
              110,643Net
                  proceeds from the issuance of preferred stock
              
              
              -
              
              
              11,096,252Repayment
                  of convertible bond
              
              
              -
              
              
              (2,030
              )Offering
                  Costs
              
              
              -
              
              
              (755,127
              )Net
                  cash (used) provided by financing activities
              
              
              (200,845
              )
              
              10,926,394Net
                  (decrease) increase in cash and cash equivalents
              
              
              (4,525,806
              )
              
              4,055,756Cash
                  and cash equivalents - beginning of period
              
              
              6,009,966
              
              
              1,019,770Cash
                  and cash equivalents - end of period
              
              $
              1,484,160
              
              $
              5,075,526Supplemental
                  cash flow disclosureNoncash
                  financing activityDuring
                  2006 the Company issued Preferred Stock as a PreferredStock
                  Dividend
              
              $
              1,554,703
              
              $
              -During
                  2006 the Company issued Common Stock as a PreferredStock
                  Dividend
              
              $
              1,772,308
              
              $
              -During
                  2006 the Company issued Preferred Stock Series A Sharesto
                  settle the Registration Rights Penalty
              
              $
              902,611
              
              $
              -During
                  2006 and 2005 the Company recorded stock compensationarrangements
                  for certain employees and directors
              
              $
              180,702
              
              $
              138,024During
                  2006 Preferred Shares were converted into Common Shares
              
              $
              428
              
              $
              -During
                  2005 the Company recorded a beneficial conversion featureon
                  certain Long-term debt.
              
              
              
              
              $
              192,959During
                  2005 the Company recorded deferred stockcompensation
                  arrangements for certain employees anddirectors
              
              $
              -
              
              $
              306,165During
                  2005 the Company converted debt issued by theUK
                  subsidiary into Preferred Stock in the US Parent
              
              $
              -
              
              $
              2,500,000During
                  2005 the Company converted equity issued by theUK
                  subsidiary into Preferred Stock in the US Parent
              
              $
              -
              
              $
              1,000,000During
                  2005 the Company converted a personal promissorynote,
                  collateralized by the Company's Common Stock, intoPreferred
                  Stock in the US Parent
              
              $
              -
              
              $
              1,100,000During
                  2005 the Company accrued Preferred Stock Dividend
              
              $
              -
              
              $
              307,024
  See
                    notes to consolidated financial statements







F-3


Celsia
        Technologies, Inc. and Subsidiaries
 Notes
        to
        Consolidated Financial Statements
 September
        30, 2006
  **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 States of 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 nine month period ended September 30, 2006 are
        not
        necessarily indicative of the results that may be expected for the year ended
        December 31, 2006.
  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 o investments,
        prepaid royalties, equity securities issued, and registration
        rights.
  **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 $22.2
        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 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.
  **Investment**
  The
        UK
        Subsidiary owns 527,000 shares of an entity affiliated through common
        management. These shares have been fully reserved and carry a book value
        of $ 0
        as of September 30, 2006.
   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.
  **Deferred
        costs**
  In
        connection with obtaining debt and equity financing, the UK subsidiary incurred
        placement agent fees from a third party equal to 10% of the amount financed.
        Deferred financing costs incurred in connection with long-term financing
        amounted to $329,406 and were being amortized on a straight-line basis over
        the
        stated term of the loans. The long-term debt financing arrangement has been
        converted to preferred stock and, therefore, the Company has no additional
        financing fees related to this transaction. Amortization expense for the
        nine
        months ended September 30, 2006 and 2005 amounted to $0 and $316,661,
        respectively.
  **Furniture
        and equipment**
  Furniture
        and equipment at September 30, 2006 are summarized as follows:
  Vehicles
                  
                  $
                  53,241Machinery
                  
                  
                  567,189Furniture
                      and fixtures
                  
                  
                  305,617926,047Accumulated
                      depreciation
                  
                  
                  (277,526
                  )$
                  648,521
  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 nine months ended September 30, 2006 and 2005 amounted to
        $18,756 and $61,017, 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 periods ended September 30, 2006 and 2005,
        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 $624,337 and
        $618,362 for the nine months ended September 30, 2006 and 2005,
        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.
  F-5
 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.
  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) during the first
        nine
        months of 2006 and 2005 amounted to ($19,231) and $15,220, respectively.
        Accordingly, comprehensive loss for the nine months ended September 30, 2006
        and
        2005 amounted to $5,271,465 and $4,925,029, 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.
  **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 $1,800,000 at December 31, 2005, and can be carried
        forward for 20 years. Operating loss carryforwards in the United Kingdom
        approximated $6,900,000 at December 31, 2005, 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 $3,100,000 at December 31, 2005, and expire in the years 2007-2010.
        The Company has a deferred tax asset of approximately $3,500,000 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 renews on a quarterly basis. As of September
        30, 2006, the minimum future rental commitments under all non-cancelable
        operating leases with terms greater than one year, are as follows:
  Year
                    Ending December 31,2006
                
                $
                38,2202007
                
                $
                111,9072008
                
                $
                13,636$
                163,763
 **Employment
        contracts**
  The
        Corporation has entered into employment agreements with 26 of its officers
        /
        employees for terms ranging between two and three years. Under the terms
        of the
        contracts these officers / employees are entitled to compensation, bonuses
        and
        stock options based upon performance as defined in the respective agreements.
        The Company has recorded a liability for executive management bonus totaling
        approximately $835,000 which is payable in common stock.
  **Accrual
        for Employment Retirement Benefits**
  The
        Company has recorded a liability of $166,452 for the period ended September
        30,
        2006, as a result of a recent legal decision by the Korean Supreme Court
        related
        to employment benefits. The Company believes it will not realize this potential
        liability 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
        September 30, 2006, no qualifying sales have
        occurred.
   F-6
  **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.
  CHL
        is an
        organization in which Dr. Jeong Hyun Lee (the Company's Director) holds an
        interest in. Hansen Gray is an entity affiliated through common
        management.
  **Registration
        Rights**
  The
        Company has 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.
  On
        August
        10, 2006, the Company issued 970,550 Series A Preferred Shares 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 has 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
        September 30, 2006, 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 36,503,517 Common Shares, 23,193,171 Preferred Series A Shares,
        and 3,063,402 Preferred Series B Shares.
  The
        Company issued Preferred Series A and Series B Shares during 2005. During
        the
        period ended September 30, 2006, 428,364 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 to Series A and Series B Preferred Shareholders
        as a 25% common stock dividend valued at approximately $1,800,000.
  **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.
  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
        1,655,746 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 September
        30,
        2006, accumulated, undeclared dividends on the Series A Preferred Shares
        totaled
        $362,347.
  F-7
   **Terms
        of Series B Preferred**
  Subject
        and subordinate to the liquidation rights of the Company’s Series A Preferred
        Stock, in the event of any sale or dissolution of the Company, 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. 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 conversio
        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
        September 30, 2006, the Company has issued approximately 4.5 million of its
        common stock to employees and others, of which approximately 4 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 June
        2007.
  During
        the nine months ended September 30, 2006, 1,073,509 shares have vested and a
        charge to compensation expense of $132,536 was recorded. The remaining unvested
        shares totaling $37,233 at September 30, 2006 will be amortized in future
        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. Consequently, for the nine
        months ended September 30, 2006, the Company’s results of operations reflected
        compensation expense for new stock options granted and vested under its stock
        incentive plans during the first nine months of fiscal year 2006 and the
        unvested portion of previous stock option grants which vested during the
        nine
        months of fiscal year 2006. The amount recognized in the financial statements
        related to stock-based compensation was $48,079 for the nine months ended
        September 30, 2006.
  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 nine months ended
        September 30, 2006, the Company issued 233,000 options to purchase common
        stock
        valued at $89,440 which vests over a 2 year period. During the nine months
        ended
        September 30, 2006, the Company recorded compensation expense of approximately
        $20,000 related to this issuance.
  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 nine months ended September 30, 2006
        using
        the Black-Scholes option-pricing model:
  Risk
        free
        interest rate 7.53 -8.25% Expected Term (years) 5 Expected volatility 100.00%
        Dividend Yield 0.00%
  A
        summary
        of the option activity for the nine months ended September 30, 2006 is as
        follows:
  **Weighted
                    Average****Shares**
                
                **Exercise
                    Price**Options
                    Outstanding at December 31, 2005
                
                
                2,510,337
                
                $
                0.88Granted
                
                
                233,000
                
                $
                0.60Cancelled
                
                
                (108,926
                )
                $
                0.91Options
                    Outstanding at September 30, 2006
                
                
                2,634,411
                
                $
                0.87
 **Warrants
        to Purchase Common Stock**
  During
        the period ended September 30, 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 model and has
        determined that no value need be assigned to the warrants issued or
        received.
  F-8
 A
        summary
        of the issued and outstanding warrants at September 30, 2006 are summarized
        as
        follows:
 **Amount**
                
                **Issue
                    Date**
                
                **Exercise
                    Price**
                
                **Expiration
                    Date**Warrants
                    to purchase Common Stock
                
                
                11,528,078
                
                
                July
                    2005-Sept 2006
                
                $
                0.32
                    to $3.00
                
                
                2010Warrants
                    to purchase Preferred Stock
                
                
                1,574,528
                
                
                July
                    2005-Dec 2005
                
                $
                0.88-$1.50
                
                
                2010
  **Note
        5 - Bond payable**
  The
        bond
        payable (Won 300 million) at September 30, 2006, 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 September 30,
        2006
        the unamortized bond discount amounted to $25,022.
  The
        bond
        payable at September 30, 2006 is summarized as follows:
 Face
                    Amount
                
                $
                317,140Less:
                    Discount
                
                
                (92,319
                )Plus:
                    Amortization of discount
                
                
                67,297Carrying
                    value
                
                $
                292,118
 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 - Solicitation of shareholder consent**
  During
        the second quarter of 2006, the Company solicited written consents from certain
        of its shareholders with respect to (i) a change in the Company's name from
        "iCurie, Inc" to "Celsia Technologies, Inc.," (ii) an increase in the number
        of
        shares of the Company common stock subject to the Company's incentive stock
        option plan, from 9,803,380 to 15,000,000, (iii) a distribution of common
        stock
        to the holders of our Series A Preferred Stock and Series B Preferred Stock
        of
        record as of September 30, 2006, in an amount equal 25% of the number of
        shares
        of Series A Preferred Stock and Series B Preferred Stock then held by such
        holders (resulting in the issuance of 6,564,104 shares of our common stock
        as of
        September 30, 2006), (iv) certain agreements and waivers from the holders
        of the
        Company's Series A and Series B Preferred Stock relating to the effects of
        certain contemplated corporate actions on the terms of such stock and (v)
        a
        proposed amendment to the Company's Amended and Restated Articels of
        Incorporation to reflect certain of the matters referred to above. During
        the
        period covered by this report, each of the above matters were approved by
        the
        Company's shareholders with the Company receiving written consents to each
        of
        the above matters from holders of (i) 26,271,861 of the 29,990,010 outstanding
        shares of Company Common Stock, (ii) 10,857,062 of the 20,725,861 outstanding
        shares of Company Series A Preferred Stock and (iii) 3,000,000 of the 3,063,402
        outstanding shares of Company Series B Preferred Stock.
 F-9




**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 September 30, 2006. 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. Our
      technology is ready for commercialization and we have
      received commercial orders **** as
      well **** as **** orders
      for test products from **** potential
      customers **** in
      several projects designed to increase
      commercial production and sales of 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, and the flat panel display industries. Management has decided
      to focus the main part of our 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. Our technology is
      described in our annual report on Form 10-KSB for the fiscal year ended December
      31, 2005.




The
      Company received orders of approximately $116,000
      during the quarter ended September 30, 2006. These orders were
      a
      combination of sample
      orders and commercial orders. The Company had an order backlog of approximately $83,000
      at September 30, 2006, of which the majority was commercial orders.




The
      Company has produced revenues of $55,414 for the nine months ended September
      30,
      2006 compared to $0 for the same period last year. The revenues for the three
      months ended September 30, 2006 were $32,854. The revenues are a result of
      commercial deliveries and customers paying for test samples.




The
      Company is currently contemplating financing alternatives to
      raise
      additional capital to
      support its growth strategy. There can be no assurance that we will be
      able
      to successfully raise such capital ,
      or that
      we will be able to commercialize our product portfolio without additional
      funds .
      The
      Company is working with tight cost controls in order to manage its
      commercialization process. A
      majority of our expenses in the quarters ended September 30, 2006 and 2005
      were
      from selling and administrative expenses, which include research and development
      costs. The selling and administrative expenses for the nine months ended
      September 30, 2006 were approximately $4.8 million compared to approximately
      $4.2 million for the same period last year. The increase compared to last year
      is mainly attributable to increased personnel costs.







We
      expect
      our research, development, and project management activities to continue to
      be
      focused on product projects undertaken in conjunction with potential customers
      relating to the use and/or modification of our product for
      use
      by such customers .




We
      expect
      our c apital
      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 such expenditures will be generated
      in
      Seoul, South Korea, where our research and development headquarters are located. All
      investments will be driven by commercialization opportunities.




We
      believe we are sufficiently staffed to execute our business
      plan. As of September 30, 2006 the Company **** employed
      32 people, 27 of
      which were
      located in Korea. Planned 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 September 30, 2006, 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 limited 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 third quarter 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 as well as the $2.8
      million in net proceeds from our Series B offering in 2005. The cash outflow
      for
      the first nine months of 2006 has been approximately $500,000 per month, which
      was consistent with our plans and included a pay off of a short-term loan in
      May
      2006 of $231,683. Our main use of cash during the first nine months of 2006
      has
      been related to product development driven by customer projects, general and
      administrative expenses and, as stated above, a pay off of short-term loan.
      Prior to the Series A Preferred Stock issuance in July 2005, the Company had
      limited liquidity and approximately $2.5 million in convertible
      debt.




Based
      on
      our current operating plan, we anticipate using our cash mainly to continue
      our
      commercialization and roll out of our business plan of our technology solutions
      and products. 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 volume related manufacturing equipment.
      All
      investments will be driven by commercialization opportunities.




The
      total
      cash need for the next twelve months is estimated to approximately $6.5 million,
      starting at October 1, 2006. The main portion of the cash need is for operating
      expenses and a smaller portion is for investments in manufacturing and R&D.
      We expect to fund these activities out of our current cash reserve of
      approximately $1.5 million as of September 30, 2006, through
      cash generated from operations, which is expected to slightly accelerate in
      the
      fourth quarter of 2006 compared to the third quarter of 2006,
      and
      additional outside funding. The company
      is currently contemplating financing
      alternatives to raise the additional
      capital required to
      continue its operations , since
      cash on hand and estimated cash generated from operations will be insufficient to
      continue operations without adversely affect the business in the short
      term . 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 material revenue in the future.







The
      ratio
      between current assets and current liabilities at September 30, 2006 was
      approximately 1.26. However, a majority portion of current liabilities relates
      to expenses that have limited cash impact.




*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) prepaid royalties, 3) equity securities issued, and 4)
      registration rights penalties .




*Recent
      accounting pronouncement*




In
      December 2004, the Financial Accounting Standards Board issued SFAS No.123(R),
      "Share-Based Payment," which replaces SFAS No. 123, "Accounting for Stock-Based
      Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued
      to Employees." SFAS No. 123(R) requires compensation costs relating to
      share-based payment transactions be recognized in financial statements. The
      pro
      forma disclosure previously permitted under SFAS No. 123 will no longer be
      an
      acceptable alternative to recognition of expenses in the financial statement.
      SFAS No. 123(R) is effective for awards beginning January 1, 2006. The Company
      adopted this policy on January 1, 2006 and records all stock based compensation
      at their fair values.




*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.




**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 September 30, 2006 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
      4.**   **Submission
      of Matters to a Vote of Security Holders.**




During
      the second quarter of 2006, the Company solicited written consents from certain
      of its shareholders with respect to (i) a change in the Company’s name from
“iCurie, Inc.” to “Celsia Technologies, Inc.,” (ii) an increase in the number of
      shares of the Company common stock subject to the Company’s incentive stock
      option plan from
      9,803,380 to 15,000,000, **** (iii)
      a  distribution
      of common stock to the
      holders of our Series A Preferred Stock and Series B Preferred Stock of record
      as of September 30, 2006, in an amount equal to 25% of the number of shares
      of
      Series A Preferred Stock and Series B Preferred Stock then held by such holders
      (resulting in the issuance of 6,564,104 shares of our common stock as of
      September 30, 2006) **,** (iv)
      certain agreements and waivers from the holders of the Company’s Series A and
      Series B Preferred Stock relating to the effects of certain contemplated
      corporate actions on the terms of such stock and (v) a proposed amendment to
      the
      Company’s Amended and Restated Articles of Incorporation to reflect certain of
      the matters referred to above. During the period covered by this report, each
      of
      the above matters were approved by the Company’s shareholders with the Company
      receiving written
      consents to each of the above matters from holders of (i) 26,721,861 of
      the
      29,990,010 outstanding shares of Company Common Stock, (ii) 10,857,062 of the
      20,725,861 outstanding
      shares of Company Series A Preferred Stock and (iii) 3,000,000 of the 3,063,402 outstanding
      shares of Company Series B Preferred Stock.







**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.




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).




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+
            Agreement
                dated August 18, 2006 by and among Celsia Technologies Korea, Inc.,
                Celsia
                Technologies UK Limited, Celsia Technologies, Inc. and Dr. Jeong
                Hyun
                Lee




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, and incorporated herein by
      reference.





+  Represents
      a management contract or compensatory plan or arrangement.







**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: November
              1, 2006
            By:
            /s/ Hakan
              WretsellHakan
              WretsellChief
              Executive Officer


By:
            /s/ Michael
              KarphedenMichael
              KarphedenChief
              Financial Officer







**EXHIBIT
      INDEX**




3(i).3
            Amendment
                to Amended and Restated Articles of Incorporation of Celsia Technologies,
                Inc.




10.1
            Agreement
                dated August 18, 2006 by and among Celsia Technologies Korea, Inc.,
                Celsia
                Technologies UK Limited, Celsia Technologies, Inc. and Dr. Jeong
                Hyun
                Lee




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