**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington
      D. C. 20549





**FORM
      10-QSB**





x 
QUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





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





o  
TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      transition period from





Commission
      file number 000-51599





**OmniReliant
      Holdings, Inc.**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            54-2153837(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)




4902
      Eisenhower Blvd., Suite 185


Tampa,
      FL
      33634


(Address
      of principal executive offices)





(813)
      885-5998


(Issuer's
      telephone number)





Copies
      to:


Darrin
      Ocasio, Esq.


Sichenzia
      Ross Friedman Ference LLP


61
      Broadway


New
      York, New York 10006


Phone:
      (212) 930-9700


Fax:
      (212) 930-9725





Check
      whether the issuer (1) has 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 o No x





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





The
      number of shares of the issuer's outstanding common stock on May 14, 2007
      was 13,800,000.





Transitional
      Small Business Disclosure Format (check one): Yes o No x











**INDEX**


PagePart
                  IItem
                  1. Financial Statements.
              
              F-1Item
                  2. Management's Discussion and Analysis or Plan of
                  Operations.
              
              2Item
                  3. Controls and Procedures
              
              5Part
                  IIItem
                  1. Legal Proceedings.
              
              6Item
                  2. Unregistered Sale of Equity Securities and Use of
                  Proceeds
              
              6Item
                  3. Defaults Upon Senior Securities
              
              6Item
                  4. Submission of Matters to a Vote of Security Holders.
              
              6Item
                  5. Other Information
              
              6Item
                  6. Exhibits.
              
              6Signatures.
              
              7




1


**PART
          I**
 **ITEM
          1.     FINANCIAL STATEMENTS**
 
 **OMNIRELIANT
          HOLDINGS, INC. & SUBSIDIARY**
 **(A
          Development Stage Company)**
 **BALANCE
          SHEET**
 **ASSETS****March
                      31,****2007**Current
                      assets:Cash
                      and cash equivalents
                  
                  $
                  608,062Prepaid
                      expenses
                  
                  
                  35,057Total
                      current assets
                  
                  
                  643,119Licenses,
                      net of accumulated amortization of $407,165
                  
                  
                  651,346Total
                      other assets
                  
                  
                  651,346**Total
                      assets**
                  
                  **$**
                  **1,294,465****LIABILITIES
                      AND STOCKHOLDERS' EQUITY**Current
                      liabilities:Accounts
                      payable and accrued expenses
                  
                  $
                  16,332Total
                      current liabilities
                  
                  
                  16,332Stockholders'
                      equity:Common
                      stock, $0.00001 par value;100,000,000
                      shares authorized; 13,800,000 sharesissued
                      and outstanding.
                  
                  
                  138Preferred
                      stock, $0.0001 par value;100,000,000
                      shares authorized; 3,000,000 sharesissued
                      and outstanding.
                  
                  
                  300Additional
                      paid in capital
                  
                  
                  2,131,249Deficit
                      accumulated during development stage
                  
                  
                  (853,554
                  )Total
                      shareholders' equity
                  
                  
                  1,278,133**Total
                      liabilities and shareholders' equity**
                  
                  **$**
                  **1,294,465**
  The
          accompanying condensed notes are an integral part of these interim financial
          statements.
 
 F-1
 
 **OMNIRELIANT
          HOLDINGS, INC. & SUBSIDIARY**
 **(A
          Development Stage Company)**
 **STATEMENTS
          OF OPERATIONS**
 
 **For
                      the period from****For
                      the three months ended**
                  
                  **For
                        the nine months ended**
                  
                  **August
                      21, 2006 (inception)****March
                                31,**
                              **2007**
                  
                  **March
                        31,**
                      **2007**
                  
                  **to
                      March 31,**
                    **2007**Revenue
                  
                  $
                  -
                  
                  $
                  2,640
                  
                  $
                  2,640Cost
                      of goods sold
                  
                  
                  -
                  
                  
                  1,320
                  
                  
                  1,320Gross
                      margin
                  
                  
                  -
                  
                  
                  1,320
                  
                  
                  1,320Operating
                      expenses:General
                      & administrative
                  
                  
                  435,311
                  
                  
                  854,874
                  
                  
                  854,874Total
                      operating expenses
                  
                  
                  435,311
                  
                  
                  854,874
                  
                  
                  854,874Operating
                      income (loss)
                  
                  
                  (435,311
                  )
                  
                  (853,554
                  )
                  
                  (853,554
                  )Other
                      income (expense)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Loss
                      before provision for income taxes
                  
                  
                  (435,311
                  )
                  
                  (853,554
                  )
                  
                  (853,554
                  )Provision
                      for income taxes
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Net
                      loss**
                  
                  
                  **($435,311**
                  **)**
                  
                  **($853,554**
                  **)**
                  
                  **($853,554**
                  **)****Basic
                      and diluted loss per share**
                  
                  
                  **($0.03**
                  **)**
                  
                  **($0.09**
                  **)****Weighted
                      average shares outstanding****basic
                      and diluted**
                  
                  
                  **13,792,833**
                  
                  
                  **9,937,033**
 
 
 
 The
          accompanying condensed notes are an integral part of these interim financial
          statements.
 
 F-2
 **OMNIRELIANT
          HOLDINGS, INC. & SUBSIDIARY**
 **(A
          Development Stage Company)**
 **STATEMENTS
          OF CASH FLOWS**
 **From
                      August 21, 2006****Nine
                      Months Ended**
                  
                  **(inception)
                      through****March
                        31,**
                      **2007**
                  
                  **March
                      31,**
                    **2007****Cash
                      flows from operating activities:**Net
                      loss
                  
                  $
                  (853,554
                  )
                  $
                  (853,554
                  )Adjustments
                      to reconcile net loss to net cashused
                      in operating activities:Stock
                      Compensation
                  
                  
                  15,000
                  
                  
                  15,000Amortization
                  
                  
                  407,165
                  
                  
                  407,165Prepaid
                      expenses
                  
                  
                  (35,058
                  )
                  
                  (35,058
                  )Accounts
                      payable and accrued expenses
                  
                  
                  16,332
                  
                  
                  16,332Subtotal
                      of adjustments
                  
                  
                  403,439
                  
                  
                  403,439Net
                      cash used for operating activities
                  
                  
                  (450,115
                  )
                  
                  (450,115
                  )**Cash
                      flows from investing activities:**Investment
                      in licenses
                  
                  
                  (1,006,010
                  )
                  
                  (1,006,010
                  )Net
                      cash used for investing activities
                  
                  
                  (1,006,010
                  )
                  
                  (1,006,010
                  )**Cash
                      flows from financing activities:**Proceeds
                      from sale of shares
                  
                  
                  3,015,000
                  
                  
                  3,015,000Offering
                      costs from preferred sale
                  
                  
                  (475,000
                  )
                  
                  (475,000
                  )Share
                      buyback
                  
                  
                  (475,813
                  )
                  
                  (475,813
                  )Net
                      cash provided by financing activities
                  
                  
                  2,064,187
                  
                  
                  2,064,187Net
                      (decrease) increase in cash and cash equivalents
                  
                  
                  608,062
                  
                  
                  608,062Cash
                      and cash equivalents at beginning of year
                  
                  
                  -
                  
                  
                  -**Cash
                      and cash equivalents at end of year**
                  
                  **$**
                  **608,062**
                  
                  **$**
                  **608,062****Supplemental
                      disclosure of cash flow information:**Interest
                      paid
                  
                  
                  -
                  
                  
                  -Income
                      taxes paid
                  
                  
                  -
                  
                  
                  -**Total
                      Supplemental disclosure of cash flow information**
                  
                  
                  -
                  
                  
                  -**Supplemental
                      schedule of non-cash investing and financing
                      activities:**Stock
                      issued for license
                  
                  
                  52,500
                  
                  
                  52,500**Total
                      non-cash investing and financing transactions**
                  
                  **$**
                  **52,500**
                  
                  **$**
                  **52,500**
 
 The
          accompanying condensed notes are an integral part of these interim financial
          statements.
 
 F-3
  **OMNIRELIANT
          HOLDINGS, INC. & SUBSIDIARY**
 **(A
          Development Stage Company)**
 **CONDENSED
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
  **NOTE
          1 - DESCRIPTION OF BUSINESS**
 
 
 Willowtree
          Advisor, Inc. ("the Company") was incorporated on June 16, 2004 under the
          laws
          of the State of Nevada to offer landscape advisory services. On November
          22,
          2006, Willowtree Advisor, Inc. entered into a Securities Purchase Agreement
          with
          OmniReliant Corporation (“OmniReliant”) and Cynthia Allison, pursuant to which
          OmniReliant purchased 5,000,000 shares of the Company's common stock from
          Ms.
          Allison. Also on November 22, 2006, Willowtree entered into an exchange
          agreement pursuant to which the Company acquired one hundred percent (100%)
          of
          the equity of OmniReliant from, the stockholders of OmniReliant.
          Contemporaneously, the Company entered into to a securities purchase agreement
          with an accredited investor for the sale of convertible preferred stock
          and
          warrants for an aggregate purchase price of $3,000,000. As a result of
          the
          Exchange Agreement, OmniReliant became a wholly-owned subsidiary of the
          Company
          and the Company succeeded to the business of OmniReliant as its sole business.
          The Exchange Transaction is deemed to be a reverse acquisition. In accordance
          with the Accounting and Financial Reporting Interpretations and Guidance
          provided by the staff of the U.S. Securities and Exchange Commission, WillowTree
          (the legal acquirer) is considered the accounting acquiree and OmniReliant
          (the
          legal acquiree) is considered the accounting acquirer. The consolidated
          financial statements of the combined entity will in substance be those
          of
          OmniReliant, with the assets and liabilities, and revenues and expenses,
          of
          WillowTree being included effective from the date of consummation of the
          Exchange Transaction. WillowTree is deemed to be a continuation of the
          business
          of OmniReliant. The outstanding stock of WillowTree prior to the Exchange
          Transaction will be accounted for at its net book value and no goodwill
          will be
          recognized. Effective
          December 29, 2006, the Registrant’s name changed from Willowtree Advisor, Inc.
          to OmniReliant Holdings, Inc. As
          a
          result of the foregoing transactions, effective
          December 29, 2006, the
          Company changed its name to OmniReliant Holdings, Inc.
  OmniReliant
          Corporation was incorporated on August 21, 2006 under the laws of the State
          of
          Florida. The Company is in the development stage and has realized only
          minor
          revenues from its planned operations. OmniReliant Corporation (“OmniReliant”)
          engages in the creation, design, distribution, and sale of affordable luxury
          products. OmniReliant plans to make these products available to U.S. and
          international consumers through direct response infomercials, live shopping
          networks, ecommerce, direct mail and traditional retail
          channels. OmniReliant will first focus on bringing the Kathy Hilton
“Private Beauty Spa” product line to market, after which OmniReliant plans to
          develop other personalities and designer licenses. Ms. Hilton, who is the
          wife
          of Rick Hilton, the grandson of the Hilton Hotel founder, has agreed to
          appear
          in television segments and infomercials. We are seeking to enter into an
          agreement with a live shopping network which would permit us to begin marketing
          our first product. We expect that our costs will be limited as all inventories
          would be purchased by the live shopping network.  Until our products are
          successfully marketed on a live shopping network or via infomercials, we
          will
          not generate significant revenues and may not be successful. If we can
          not
          generate sufficient revenues to continue operations, we will be forced
          to
          suspend or cease operations.
 
 **NOTE
          2 - BASIS OF PRESENTATION**
  The
          accompanying unaudited consolidated financial statements for the three
          and nine
          months ended March 31, 2007 have been prepared in accordance with accounting
          principles generally accepted in the United States of America for interim
          financial information and with the instructions to Regulation S-B as promulgated
          by the Securities and Exchange Commission ("SEC"). Accordingly, these financial
          statements do not include all of the disclosures required by generally
          accepted
          accounting principles in the United States of America for complete financial
          statements. The condensed consolidated financial statements included in
          this
          report should be read in conjunction with the financial statements and
          notes
          thereto included in the Registrant's June 30, 2006 Annual Report on Form
          10-KSB
          and subsequent filings on form 8-K. The unaudited financial information
          included
          in this report includes all adjustments which are, in the opinion of management,
          necessary to reflect a fair statement of the results for the interim periods.
          The operations for the three and nine months ended March 31, 2007 are not
          necessarily indicative of the results of the full fiscal year.
 
 The
          preparation of financial statements in accordance with generally accepted
          accounting principles in the United States of America requires the use
          of
          estimates and assumptions that affect the reported amounts of assets and
          liabilities, disclosure of contingent assets and liabilities known to exist
          as
          of the date the financial statements are published, and the reported amounts
          of
          revenues and expenses during the reporting period. Uncertainties with respect
          to
          such estimates and assumptions are inherent in the preparation of the Company's
          financial statements; accordingly, it is possible that the actual results
          could
          differ from these estimates and assumptions and could have a material effect
          on
          the reported amounts of the Company's financial position and results of
          operations.
 
 F-4
 
 **NOTE
          3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Revenue
          Recognition --*** Revenue
          is recognized when the product is shipped to a customer, or in the limited
          circumstances, at destination, when terms provide that title passes at
          destination. Estimated amounts for sales returns and allowances are recorded
          at
          the time of sale.
 
 ***Use
          of Estimates*** - The
          process of preparing financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          the use
          of estimates and assumptions regarding certain types of assets, liabilities,
          revenues, and expenses. Such estimates primarily relate to unsettled
          transactions and events as of the date of the financial statements. Accordingly,
          upon settlement, actual results may differ from estimated amounts.
 
 ***Cash
          and Equivalents***  ***--*** Cash
          equivalents are comprised of certain highly liquid investments with maturity
          of
          three months or less when purchased.
 
 ***Merchandise
          Inventories -*** Merchandise
          inventories are recorded at the lower of average cost or market. In-bound
          freight-related costs from our vendors are included as part of the net
          cost of
          merchandise inventories. Other costs associated with acquiring, storing
          and
          transporting merchandise inventories are expensed as incurred and included
          in
          cost of goods sold.
 
 ***Trademarks
          and licenses --*** Trademarks and licenses are recorded at cost and those with a finite life
          are
          amortized over the estimated periods of benefit. Amortization expense for
          the
          three and nine month period ended March 31, 2007 was $200,301 and $407,165,
          respectively.
 
 Indefinite-lived
          intangible assets are reviewed annually for impairment under the provisions
          of
          Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and
          Other Intangible Assets, during the Company's fourth quarter of each fiscal
          year, or sooner, if events indicate a potential impairment. The identification
          and measurement of impairment of indefinite-lived intangible assets involves
          the
          estimation of the fair value of the related asset. The estimates of fair
          value
          are based on the best information available as of the date of the assessment,
          which primarily incorporates management assumptions about discounted expected
          future cash flows. Future cash flows can be affected by changes in industry
          or
          market conditions.
 
 ***Income
          Taxes--*** Deferred
          income taxes result primarily from temporary differences between financial
          and
          tax reporting and operating loss carry forwards. Deferred tax assets and
          liabilities are determined based on the difference between the financial
          statement basis and tax basis of assets and liabilities using enacted tax
          rates.
          A valuation allowance is recorded to reduce the deferred tax asset for
          the
          portion that is not expected to be realized.
 
 ***Advertising-*** Advertising costs are charged to operations when incurred and are included
          in
          operating expenses. Advertising costs for the three and nine month period
          ending
          March 31, 2007 were $1,295 and $7,065, respectively.
 
 ***Net
          Loss Per Share***  ***-*** The
          Company uses SFAS No. 128, “ *Earnings
          Per Share* ”
for
          calculating the basic and diluted loss per share. Basic loss per share
          is
          computed by dividing net loss and net loss attributable to common shareholders
          by the weighted average number of common shares outstanding. Diluted loss
          per
          share is computed similar to basic loss per share except that the denominator
          is
          increased to include the number of additional common shares that would
          have been
          outstanding if the potential shares had been issued and if the additional
          shares
          were dilutive. Common equivalent shares are excluded from the computation
          of net
          loss per share as they would be anti-dilutive.
 
 ***Stock
          Based Compensation -*** In
          December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
          Payment". SFAS 123(R) will provide investors and other users of financial
          statements with more complete and neutral financial information by requiring
          that the compensation cost relating to share-based payment transactions
          be
          recognized in financial statements. That cost will be measured based on
          the fair
          value of the equity or liability instruments issued. SFAS 123(R) covers
          a wide
          range of share-based compensation arrangements including share options,
          restricted share plans, performance-based awards, share appreciation rights,
          and
          employee share purchase plans. SFAS 123(R) replaces FASB Statement No.
          123,
          "Accounting for Stock-Based Compensation", and supersedes APB Opinion No.
          25,
          "Accounting for Stock Issued to Employees". SFAS 123, as originally issued
          in
          1995, established as preferable a fair-value-based method of accounting
          for
          share-based payment transactions with employees. However, that statement
          permitted entities the option of continuing to apply the guidance in Opinion
          25,
          as long as the footnotes to financial statements disclosed what net income
          would
          have been had the preferable fair-value-based method been used. Public
          entities
          (other than those filing as small business issuers) will be required to
          apply
          SFAS 123(R) as of the first interim or annual reporting period that begins
          after
          June 15, 2005. For public entities that file as small business issuers
          SFAS
          123(R) is applicable as of the beginning of the first interim or annual
          reporting period that begins after December 15, 2005.
 
 ***Recent
          Accounting Pronouncements***
 In
          June
          2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
          in
          -Income Taxes-an interpretation of FASB Statement No. 109" ("FIN 48"),
          which
          clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes
          a
          recognition threshold and measurement attribute for the financial statement
          recognition and measurement of a tax position taken or expected to be taken
          in a
          tax return. The Interpretation requires that the Company recognize in the
          financial statements the impact of tax position, if that position is more
          likely
          than not of being sustained on audit, based on the technical merits of
          the
          position. FIN 48 also provides guidance on derecognition, classification,
          interest and penalties, accounting in interim periods and disclosure. The
          provisions of FIN 48 are effective for fiscal years beginning after December
          15,
          2006 with the cumulative effect of the change in accounting principle recorded
          as an adjustment to beginning retained earnings. The adoption of this statement
          is not expected to have a material impact on the Company's consolidated
          financial position or results of operations.
 
 F-5
 In
          September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
          This
          standard defines fair value, establishes a framework for measuring fair
          value in
          generally accepted accounting principles, and expands disclosures about
          fair
          value measurements. This statement is effective for financial statements
          issued
          for fiscal years beginning after November 15, 2007. Earlier application
          is
          encouraged. The adoption of this accounting pronouncement is not expected
          to
          have a material effect on our consolidated financial statements.
 
 In
          September 2006, the Securities and Exchange Commission issued SAB No. 108
          "Considering the Effects of Prior Year Misstatements When Quantifying
          Misstatements in Current Year Financial Statements", which provides interpretive
          guidance on how the effects of the carryover or reversal of prior year
          misstatements should be considered in quantifying a current year misstatement.
          The guidance is applicable beginning fiscal 2008. The Company does not
          believe
          SAB No. 108 will have a material impact on the consolidated financial
          statements.
 
 **NOTE
          4 - ACCOUNTING FOR STOCK BASED COMPENSATION**
 
 At
          March
          31, 2007, the Company had not yet created a stock incentive plan which
          authorizes the issuance of options to purchase common stock. Prior to January
          1,
          2006, the Company accounted for Stock Options and Stock Based Compensation
          under
          the recognition and measurement provisions of APB Opinion No. 25, “Accounting
          for Stock Issued to Employees”, and related Interpretations, as permitted by
          FASB Statement No. 123, “Accounting for Stock-Based Compensation”. No
          stock-based employee compensation cost was recognized in the Statement
          of
          Operations for the three and nine months ended March 31, 2007. Effective
          January
          1, 2006, the Company adopted the fair value recognition provisions of SFAS
          No.
          123(R), Share-Based Payment, using the modified-prospective-transition
          method.
          Under that transition method, compensation cost for all share-based payments
          granted prior to, but not yet vested as of January 1, 2006 are based on
          (a) the
          grant date fair value estimated in accordance with the original provisions
          of
          SFAS No. 123, and (b) compensation cost for all share-based payments granted
          subsequent to January 1, 2006 are based on the grant-date fair value estimated
          in accordance with the provisions of SFAS No.123(R). Results for prior
          periods
          have not been restated.
 
 As
          a
          result of adopting SFAS No.123(R) on January 1, 2006, this statement did
          not
          have any effect on the Company's net income and earning per share for the
          periods ended March 31, 2007 since no options were granted.
 
 ***Stock
          Options and Warrants:***
 
 The
          following table summarizes the activity related to all Company stock options
          and
          warrants for the three and nine months ended March 31, 2007 and the year
          ended
          June 30, 2006:
 **Weighted
                      Average****Exercise
                      Price**
                  
                  **Exercise
                      Price****Stock**
                  
                  **Per
                      Share**
                  
                  **Per
                      Share****Warrants**
                  
                  **Options**
                  
                  **Warrants**
                  
                  **Options**
                  
                  **Warrants**
                  
                  **Options****Outstanding
                      at June 30, 2006**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**Granted
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cancelled
                      or expired
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Outstanding
                      at September 30, 2006**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**Granted
                  
                  
                  6,900,000
                  
                  
                  -
                  
                  $
                  1.00-3.00
                  
                  
                  -
                  
                  $
                  2.20
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cancelled
                      or expired
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Outstanding
                      at December 31, 2006**
                  
                  
                  **6,900,000**
                  
                  
                  **-**
                  
                  **$**
                  **1.00-3.00**
                  
                  
                  **-**
                  
                  **$**
                  **2.20**
                  
                  
                  **-**Granted
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cancelled
                      or expired
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Outstanding
                      at March 31, 2007**
                  
                  
                  **6,900,000**
                  
                  
                  **-**
                  
                  **$**
                  **1.00-3.00**
                  
                  
                  **-**
                  
                  **$**
                  **2.20**
                  
                  
                  **-****Exercisable
                      at March 31, 2007**
                  
                  
                  **6,900,000**
                  
                  
                  **-**
                  
                  **$**
                  **1.00-3.00**
                  
                  
                  **-**
                  
                  **$**
                  **2.20**
                  
                  
                  **-**
  The
          warrants expire at various dates ranging from January 2011 through March
          2016.
  F-6
  **NOTE
          5 - EARNINGS PER SHARE**
 **Three
                      Months Ended**
                  
                  **Nine
                      Months Ended****March
                      31,**
                  
                  **March
                      31,****2007**
                  
                  **2007****Net
                      income available to common shareholders**
                  
                  
                  **($435,311**
                  **)**
                  
                  **($853,554**
                  **)**Weighted
                      average shares outstanding:Basic
                  
                  
                  13,792,833
                  
                  
                  9,937,033**Earnings
                      per share:****Basic**
                  
                  
                  **($0.03**
                  **)**
                  
                  **($0.09**
                  **)****Diluted***
                  
                  
                  **($0.03**
                  **)**
                  
                  **($0.09**
                  **)**
  *Diluted
          weighted average per share outstanding for three and nine month periods
          ended
          March 31, 2007 does not include the effect of dilutive Series A Preferred
          Stock
          and Series A-1, A-2, BD-1, BD-2, BD-3 Warrants because to do so would have
          been
          anti-dilutive (see detailed list of anti-diluted shares below). Accordingly,
          basic and diluted net loss per share for this period is the same.
 **Common****Stock****Securities**
                  
                  **Equivalents**Preferred:Series
                      A Preferred
                  
                  
                  3,000,000Warrants:Class
                      A-1 Warrants
                  
                  
                  3,000,000Class
                      A-2 Warrants
                  
                  
                  3,000,000Class
                      BD-1 Warrants
                  
                  
                  300,000Class
                      BD-2 Warrants
                  
                  
                  300,000Class
                      BD-3 Warrants
                  
                  
                  300,000Total
                      antidilutive shares
                  
                  
                  9,900,000
 **NOTE
          6 - INTANGIBLE ASSETS**
 
 ***Licensing
          Agreement*** *-* On
          October 13, 2006, the Company entered into an agreement (the “Licensing
          Agreement”) with a related party. This agreement was subsequently amended on
          November 20, 2006. Under the terms of the Licensing Agreement the Company
          obtained the exclusive right and license to certain licensed products through
          December 31, 2011 with an option to renew for an additional five year period
          provided all the minimum royalty payments have been paid during the initial
          term. In consideration of the license granted and the services to be performed,
          the Company will compensate the other party an annual guaranteed minimum
          (payable semi-annually) royalty as follows:
 **Annual**
                  
                  
                  
                  **Minimum****Period**
                  
                  **Dates**
                  
                  **Royalty**1
                  
                  
                  Effective
                      Date to 12/31/07
                  
                  $
                  1,000,0002
                  
                  
                  1/1/08
                      to 12/31/08
                  
                  $
                  1,000,0003
                  
                  
                  1/1/09
                      to 12/31/09
                  
                  $
                  1,000,0004
                  
                  
                  1/1/10
                      to 12/31/10
                  
                  $
                  1,000,0005
                  
                  
                  1/1/11
                      to 12/31/11
                  
                  $
                  1,000,0006
                  
                  
                  1/1/12
                      to 12/31/15
                  
                  $
                  1,500,000
  In
          addition to the minimum royalty payment the Company will also compensate
          the
          other party a sales royalty of eight percent (8%) on each annual period's
          net
          sales made in all venues other than infomercials; a minimum of three percent
          (3%) on each annual period's net sales made through infomercials and four
          percent (4%) should the revenues exceed media expenditures by a three to
          one
          media ratio. The sales royalty is payable on a quarterly basis within forty-five
          (45) days after the close of the prior quarter's sales. The payment of
          sales
          royalties are credited against the guaranteed minimum royalty payment for
          any
          annual period.
 
 In
          addition to the sales royalties and guaranteed minimum royalties being
          paid the
          Company also delivered three million (3,000,000) shares of the Company's
          common
          stock, which represented 25% of the issued and outstanding common stock
          on that
          date.
  F-7
 On
          November 20, 2006 the Licensing Agreement was amended to change the date
          of the
          first annual Guaranteed Minimum Royalty payment from thirty (30) days following
          the effective date to January 3, 2007. In addition, the amendment revised
          subsequent payments to occur on January 1 st and July
          1 st of each
          annual period. On November 22, 2006 the Company made a payment of $850,000
          pursuant to this agreement. On
          January 10, 2007 the Company made a payment of $150,000 pursuant to the
          licensing agreement. The payment was the final payment of the $1,000,000
          initial
          installment due under the agreement.
 
 ***Licensing
          Agreement -*** **** On
          February 12, 2007, the Company entered into an agreement (the “Licensing
          Agreement”) with a manufacturer of straightening irons. Pursuant to the terms of
          the contract the Company **** agrees
          to
          pay Licensor a Royalty payment of one percent (1.0%) of the Adjusted Gross
          Collected Revenues (“AGCR”), defined below, on all revenues generated from the
          sale of the Product and up-sells of like category sold in connection with
          the
          Product and through the inbound call. The Royalties shall be paid quarterly,
          along with sufficient reports justifying the calculation of the Royalty
          payments. Should the Infomercial’s performance exceeds a two
          point two five (2.25X) times the media ratio, meaning the revenues generated
          by
          the Infomercial, less returns and charge backs exceed two and one quarter
          times
          the expenditures on the media ratio (the “Media Ratio”), the Royalty shall
          increase to two and one half percent (2.5%) of the AGCR. Should the Media
          Ratio
          exceeds three times (3X) Media Ratio the Royalty shall be bumped to three
          and
          one half percent (3.5%) and if the Media Ratio exceeds three and one half
          times
          (3.5X) the Royalty shall be four percent (4%) and in the event the Media
          Ratio
          exceeds four times Media Ratio the Royalty shall be boosted to five percent
          (5%). The Royalty on sales in all other channels of distribution except
          Live
          Shopping shall be five percent (5%) of the wholesale revenues. Licensor
          shall
          receive six percent (6%) Royalty for Live Shopping on wholesale revenues
          less
          returns. Upon the execution of this Agreement, ORH shall issue Licensor
          15,000
          common shares of OmniReliant Holdings, Inc. (ORHI )
          which
          shall be restricted stock and subject to the SEC 144 Rules.
 
 Adjusted
          Gross Collected Revenues. “AGCR”
          shall mean ORH’s Gross Revenue from sales of the Products, less all of the
          following:
  (A)
              Shipping
                  & Handling, credit card fees, refunds, credits or other allowances
                  on
                  business, as actually incurred and as reserved for (“Returns”);not (B)
              Sales,
                  excise, use, value added or any like
                  taxes; (C)
              Cost
                  of goods for purposes of liquidation or closeout (“Liquidation Sales”).
                  Licensor shall have the first right of refusal to purchase the
                  liquidation
                  inventory at a penny above ORH’s best
                  offer. 
 The
          reserve for Returns and un-collectibles shall initially be ten percent
          (10%) of
          Adjusted Gross Revenues, and shall be adjusted periodically based upon
          actual
          experience.
 
 The
          Company shall have the right to sell and distribute the Products at such
          prices,
          and on such terms and conditions (including shipping and handling charges)
          as
          ORH may establish. In the event that ORH fails, during the one-year period
          commencing upon Rollout and continuing thereafter, to generate $2,000,000
          in
          Product sales per year (“Minimum Quantities”), Licensor may provide 30 days
          prior written notice to ORH make ORH’s rights hereunder non-exclusive. For the
          life of the Product, ORH or a designated third party, such as the manufacturer,
          on behalf of ORH will maintain and keep in force product liability insurance
          with an insurer approved by Licensor in the amounts not less than $2,000,000
          per
          occurrence and $5,000,000 in the aggregate covering all Products licensed
          by ORH
          from Licensor. ORH, Licensor and, upon ORH’s request, any of ORH’s subsidiaries,
          affiliates or sub-licensees who are involved with the marketing and distribution
          of the Products) shall be named as additional insured on all such insurance
          policies, each of which shall be endorsed so as to provide at least 30
          days
          notice to ORH of its cancellation, termination or non-renewal.
 
 For
          the
          three and nine month periods ending March 31, 2007 the Company recognized
          $6,563
          of expense related to this agreement.
 
 **NOTE
          7 - COMMITMENTS & CONTINGENCIES**
 
 ***Consulting
          Agreement*** *-* On
          October 1, 2006 the Company entered into a six (6) month consulting agreement
          with Harrington Business Development, LLC (“HBD”) to provide services related to
          the creation, production, and editing of infomercials and also to consult
          the
          Company on marketing and distribution of its products. In consideration
          for the
          services performed the Company will compensate HBD $15,000 per month. The
          shareholders of HBD are also shareholders of the Company.
 
 ***Employment
          Agreement*** *-* On
          October 31, 2006 the Company entered into an employment agreement with
          Paul
          Morrison to act as its Chief Operating Officer and President. Under the
          terms of
          the agreement Mr. Morrison's contract will be for a term of two (2) years
          with
          automatic successive two (2) year term renewals subject to a notice of
          non-renewal. In consideration for the services Mr. Morrison is to receive
          a base
          salary of $120,000 per year with annual pay increases of ten percent (10%);
          incentive bonus of one and half percent (1.5%) of pretax profits on the
          sales of
          certain products payable the day after the Company's 10KSB annual report
          is
          filed with the SEC; the issuance of 300,000 shares the Company's restricted
          common stock payable as follows: 150,000 shares upon execution of the agreement
          and 150,000 shares on the first anniversary of employment with the
          Company.
 
 ***Assignment
          of Contract -*** On
          November 10, 2006 the Company entered into an agreement with Reliant
          International Media, LLC (“RIM”) to assume a marketing and distribution
          agreement RIM had with a third party manufacturer of spa related products.
          The
          original agreement was entered into on September 25, 2006 for a term of
          twelve
          (12) months. The agreement gives the Company exclusive rights to market
          and
          distribute the product in the United States and Canada. The Company also
          received the non-exclusive right to all other countries. The shareholders
          of RIM
          are also shareholders of the Company.
 
 F-8
 ***International
          Distribution Agreement -*** On March
          19, 2007, the Company entered into an International Distribution Agreement
          with
          Reliant International Media LLC. Pursuant to the Agreement, the Company
          has
          granted Reliant the exclusive right to represent the Company with respect
          to
          sales of certain products through retail distribution channels in the United
          Kingdom, Japan and Korea. The products covered by the agreement include
          any and
          all products marketed by the Company under the Kathy Hilton name, likeness
          or
          brand, excluding all perfume and perfume related products. In consideration
          for
          Reliant’s marketing services, the Company has agreed to pay to Reliant a royalty
          equal to ten percent of the Company’s gross revenues. The
          officers and major shareholders of ResponzeTV, PLC, the parent company
          of Reliant International Media, LLC, are also shareholders of the
          Company.
 
 **NOTE
          8 - SHARE EXCHANGE AND EQUITY TRANSACTIONS**
 
 ***Common
          Stock Purchase Agreement*** -The
          Company and OmniReliant entered into a securities purchase agreement with
          the
          Company's then principal stockholder, Cynthia Allison, pursuant to which
          OmniReliant purchased 5,000,000 shares of the Company's common stock from
          Ms.
          Allison for a purchase price of $475,813. Pursuant to the Common Stock
          Purchase
          Agreement, OmniReliant transferred the 5,000,000 shares to the Company
          for
          cancellation.
 
 ***Exchange
          Agreement*** -
          Pursuant to the Exchange Agreement, the Company issued 12,300,000 shares
          of
          common stock to the OmniReliant stockholders. The common stock was issued
          to the
          following stockholders pursuant to the Exchange Agreement:
 **Number
                      of****Name**
                  
                  **Shares**Apogee
                      Financial Investments, Inc.
                  
                  
                  3,000,000ZTZ
                      Trust Inc.
                  
                  
                  3,000,000Kevin
                      Harrington
                  
                  
                  1,500,000Tim
                      Harrington
                  
                  
                  1,500,000KRH
                      Licensing Company, LLC
                  
                  
                  3,000,000Paul
                      Morrison
                  
                  
                  300,000Total
                  
                  
                  12,300,000
 ***Preferred
          Stock Purchase Agreement*** *-* The
          Company entered into the Preferred Stock Purchase Agreement with Vicis
          Capital
          Master Fund (the “Investor”), pursuant to which the Investor purchased 3,000
          shares of the Company's series A 10% convertible preferred stock (the “Preferred
          Stock”), 3,000,000 Series A-1 warrants, and 3,000,000 series A-2 common stock
          purchase warrants (collectively, the “Warrants”) for an aggregate purchase price
          of $3,000,000.
 
 In
          addition, the Company and the Investor entered into a registration rights
          agreement pursuant to which the Company agreed to file, within 90 days
          after the
          closing, a registration statement covering the common stock issuable upon
          conversion of the Preferred Stock and exercise of the Warrants. The failure
          of
          the Company to meet this schedule and other timetables provided in the
          registration rights agreement would result in the imposition of liquidated
          damages.
 
 The
          Preferred Stock has a fixed conversion price of $1.00 and is convertible
          into an
          aggregate of 3,000,000 shares of common stock. In addition, the Preferred
          Stock
          pays an annual dividend of 10% which is payable quarterly, at the option
          of the
          Company, either in cash or in shares of registered common stock at a 10%
          discount to the Company's stock price.
 
 The
          series A-1 warrants have an exercise price of $1.50 and a term of five
          (5)
          years. The series A-2 warrants have an exercise price of $3.00 and a term
          of ten
          (10) years.
 
 The
          conversion price of the Preferred Stock and the exercise price of the Warrants
          are subject to adjustment in certain instances, including the issuance
          by the
          Company of securities with a lower conversion or exercise price. The Series
          A
          preferred stock has no voting rights, except as required by law.
 
 Midtown
          Partners LLC, which served as the Company's placement agent in connection
          with
          the Preferred Stock Purchase Agreement, received an aggregate placement
          agent
          fee of approximately $300,000, as well as the following common stock purchase
          warrants: (a) series BD-1 common stock purchase warrants entitling Midtown
          Partners to purchase 300,000 shares of the Company's common stock at an
          exercise
          price of one dollar ($1.00) per share, (b) series BD-2 common stock purchase
          warrants entitling Midtown Partners to purchase 300,000 shares of the Company's
          common stock at an exercise price of one dollar and fifty cents ($1.50)
          per
          share, and (c) series BD-3 common stock purchase warrants entitling Midtown
          Partners to purchase 300,000 shares of the Company's common stock at an
          exercise
          price of three dollars ($3.00) per share. The Series BD warrants have a
          term of
          ten years. Midtown Partners & Co., LLC is an NASD registered broker-dealer.
          The members of Midtown Partners, LLC are also shareholders of the
          Company.
 
 Pursuant
          to a verbal agreement, Apogee Financial Investments, Inc., a merchant bank,
          received a cash fee of $125,000 for consulting and due diligence services
          rendered in connection with the transactions. Apogee Financial Investments,
          Inc.
          is owned by shareholders of the Company.
 
 F-9
 
 **NOTE
          9 - RELATED PARTY TRANSACTIONS**
 
 ***Consulting
          Agreement*** *-* On
          October 1, 2006 the Company entered into a six (6) month consulting agreement
          with Harrington Business Development, LLC (“HBD”). The shareholders of HBD are
          also shareholders of the Company. The Company has recognized expense related
          to
          this agreement in the amount of $45,000 and $90,000 for the three and nine
          month
          periods ending March 31, 2007, respectively. See Note 7- Consulting Agreement
          for further details.
 
 ***Licensing
          Agreement*** *-* On
          October 13, 2006, the Company entered into a licensing agreement with a
          shareholder of the Company. On November 22, 2006 the Company made a payment
          of
          $850,000 pursuant to the agreement. On
          January 10, 2007, pursuant to the agreement, the Company paid the remaining
          balance due of $150,000. The
          Company has recognized expense related to this agreement in the amount
          of
          $200,301 and $400,602 for the three and nine month periods ending March
          31,
          2007, respectively. S ee
          Note
          6-Licensing agreement for further details.
  ***Assignment
          of Contract -*** On
          November 10, 2006 the Company entered into an agreement with Reliant
          International Media, LLC (“RIM”). The members of RIM are also shareholders of
          the Company. See Note 7-Assignment of Contract for further details.
 
 ***Preferred
          Stock Purchase Agreement-*** Midtown
          Partners LLC, served as the Company's placement agent in connection with
          the
          Preferred Stock Purchase Agreement. The member’s of Midtown Partners, LLC are
          also shareholders of the Company. See Note 8- Preferred Stock Purchase
          Agreement
          for further details.
 
 ***Preferred
          Stock Purchase Agreement -*** ** Pursuant
          to a verbal agreement, Apogee Financial Investments, Inc., a merchant bank,
          received a cash fee of $125,000 for consulting and due diligence services
          rendered in connection with the Preferred Stock Purchase Agreement, Exchange
          Agreement and the Common Stock Purchase Agreement. Apogee Financial Investments,
          Inc. is owned by shareholders of the Company. See Note 8 for further details
          on
          the transactions.
 
 ***Consulting
          Agreement*** *-* On
          December 8, 2006 pursuant to a verbal agreement with the Company, TotalCFO,
          LLC
          received a cash fee of $15,085 for consulting services rendered. On
          January 26, 2007 an additional fee of $15,225
          was paid to TotalCFO, LLC pursuant to the verbal agreement. TotalCFO, LLC
          is
          owned by a shareholder of the Company. The Company has recognized expense
          related to this agreement in the amount of $15,225 and $30,310 for the
          three and
          nine month periods ending March 31, 2007, respectively.
 
 ***International
          Distribution Agreement -*** On March
          19, 2007, the Company entered into an International Distribution Agreement
          with
          Reliant International Media LLC. The
          officers and major shareholders of ResponzeTV, PLC, the parent company
          of Reliant International Media, LLC, are also shareholders of the Company.See Note 7- International Distribution Agreement for further
          details.
 
 **NOTE
          10 - SUBSEQUENT EVENTS**
 
 On
          April
          27, 2007 the Company entered into a three year consulting agreement with
          a
          public relations firm. Pursuant to the terms of the agreement the Company
          will
          pay the following as compensation for services: $7,500 payable each month;
          1,000,000 warrants with a term of 3 years, issued at the onset, entitling
          the
          holder to purchase shares of the Company’s common stock at an exercise price of
          $1.00 per share; exclusive rights to all future public relation contracts
          awarded to the Company for Kathy Hilton licenses; and compensation at the
          rate
          of 3% of projected gross wholesale sales per year on all future Kathy Hilton
          licenses awarded to the Company.
 
 On
          April
          1, 2007 the Company verbally extended the term of the Harrington Business
          Development, LLC consulting agreement (See Note 7- Consulting Agreement
          for
          further details), entered into on October 1, 2006, for an additional 3
          months.
 F-10




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





**FORWARD
      LOOKING STATEMENTS**





Some
      of the statements contained in this Form 10-QSB that are not historical facts
      are "forward-looking statements" which can be identified by the use of
      terminology such as "estimates," "projects," "plans," "believes," "expects,"
      "anticipates," "intends," or the negative or other variations, or by discussions
      of strategy that involve risks and uncertainties. We urge you to be cautious
      of
      the forward-looking statements, that such statements, which are contained in
      this Form 10-QSB, reflect our current beliefs with respect to future events
      and
      involve known and unknown risks, uncertainties and other factors affecting
      our
      operations, market growth, services, products and licenses. No assurances can
      be
      given regarding the achievement of future results, as actual results may differ
      materially as a result of the risks we face, and actual events may differ from
      the assumptions underlying the statements that have been made regarding
      anticipated events. Factors that may cause actual results, our performance
      or
      achievements, or industry results, to differ materially from those contemplated
      by such forward-looking statements include without limitation:





1.
      Our ability to attract and retain management, and to integrate and maintain
      technical information and management information systems;




2.
      Our ability to generate customer demand for our services;




3.
      The intensity of competition; and




4.
      General economic conditions.




All
      written and oral forward-looking statements made in connection with this Form
      10-QSB that are attributable to us or persons acting on our behalf are expressly
      qualified in their entirety by these cautionary statements. Given the
      uncertainties that surround such statements, you are cautioned not to place
      undue reliance on such forward-looking statements.





**OVERVIEW**





OmniReliant
      Holdings, Inc. fka Willowtree Advisor, Inc. (the “Company”) engages in the
      creation, design, distribution, and sale of affordable luxury products. The
      Company plans to make these products available to U.S. and international
      consumers through direct response infomercials, live shopping networks,
      ecommerce, direct mail and traditional retail channels.  The Company will
      first focus on bringing the Kathy Hilton “Private Beauty Spa” product line to
      market, after which the Company plans to develop other personalities and
      designer licenses. Ms. Hilton, who is the wife of Rick Hilton, the grandson
      of
      the Hilton Hotel founder, has agreed to appear in television segments and
      infomercials.





On
      November 22, 2006, the Company fka Willowtree Advisor, Inc. entered into a
      Securities Purchase Agreement (the “Common Stock Purchase Agreement”) with
      OmniReliant Corporation and Cynthia Allison, pursuant to which OmniReliant
      Corporation purchased 5,000,000 shares of the Company’s common stock from Ms.
      Allison. Also on November 22, 2006, the Company entered into an exchange
      agreement (the “Exchange Agreement”) pursuant to which the Company acquired one
      hundred percent (100%) of the equity of OmniReliant Corporation from, the
      stockholders of OmniReliant Corporation. Contemporaneously, the Company entered
      into a securities purchase agreement with an accredited investor for the sale
      of
      convertible preferred stock and warrants for an aggregate purchase price of
      $3,000,000 (the “Preferred Stock Purchase Agreement”).




The
      aforementioned transactions resulted in a change in control of the Company.
      As a
      result of the Exchange Agreement, (i) OmniReliant Corporation became a
      wholly-owned subsidiary of the Company and (ii) the Company succeeded to the
      business of OmniReliant Corporation as its sole business. As a result of the
      foregoing transactions, Willowtree changed its name to OmniReliant Holdings,
      Inc.





**Plan
      of Operation**





Based
      upon the net proceeds of $1,855,813 we received in connection with the Preferred
      Stock Purchase Agreement we completed on November 22, 2006 and cash from
      financing activities we believe we can satisfy our cash requirements for the
      next 12 months. We will not be conducting any product development or research.
      We hope to sell products under private label that have already reached its
      market entry point. We do not expect to make any significant purchases of
      equipment nor do we expect a significant change in the number of our
      employees.





Our
      officers and directors will handle our administrative duties with the help
      of
      two consultants, Harrington Business Development, LLC and TotalCFO,
      LLC.




As
      a result of the Exchange Agreement, (i) OmniReliant Corporation became a
      wholly-owned subsidiary of the Company and (ii) the Company succeeded to the
      business of OmniReliant Corporation as its sole business. Because of the
      Company's acquisition of the OmniReliant business, management does not believe
      that it is informative or useful to compare the results of operations for the
      quarter ended March 31, 2007, on an unaudited basis, giving effect to the
      acquisition of OmniReliant, as compared to the quarter ended December 31, 2005
      on an unaudited basis. This discussion and analysis should be read in
      conjunction with the financial statements included with this Report.




2




The
      Company engages in the creation, design, distribution, and sale of affordable
      luxury products. The Company plans to make these products available to U.S.
      and
      international consumers through direct response infomercials, live shopping
      networks, ecommerce, direct mail and traditional retail channels. We will first
      focus on bringing the Kathy Hilton “Private Beauty Spa” product line to market,
      after which we plan to develop other personalities and designer
      licenses.





We
      are seeking to enter into an agreement with a live shopping network which would
      permit us to begin marketing our first products in the second quarter of 2007.
      We expect that our costs will be limited as inventory would be purchased by
      the
      live shopping network.





Until
      our products are successfully marketed on a live shopping network or via
      infomercials, we will not generate significant revenues and may not be
      successful. If we can not generate sufficient revenues to continue operations,
      we will be forced to suspend or cease operations.




**Limited
      Operating History- Need for Additional Capital**





There
      is limited historical information about us upon which to base an evaluation
      of
      our performance. We are a development stage operation and have had limited
      revenues. We cannot guarantee that we will be successful in our business
      operations. Our business is subject to risks inherent in the establishment
      of a
      new business enterprise. We believe cash from operations, cash equivalents,
      and
      cash from financing activities will be sufficient to meet working capital
      requirements for the next 12 months.





To
      become profitable and competitive, we will have to successfully launch our
      products through infomercials, live shopping networks and retail
      outlets.





We
      have no assurance that future financings will be available to us on acceptable
      terms. If financing is not available to us on acceptable terms, we may be unable
      to continue our operations.





**Results
      of Operations**





The
      following discussion of the financial condition and results of operations of
      OmniReliant Corporation should be read in conjunction with the financial
      statements included herewith. This discussion should not be construed to imply
      that the results discussed herein will necessarily continue into the future,
      or
      that any conclusion reached herein will necessarily be indicative of actual
      operating results in the future.





Since
      its inception on August 21, 2006, OmniReliant has incurred the following
      expenses. We hired an attorney to advise us in connection with the Exchange
      Agreement and to prepare all Securities and Exchange Commission (“SEC”) filings
      after the closing. We hired a consultant to complete our business plan and
      have
      paid to have a website developed. We purchased $1,850 in inventory and had
      revenues of $2,640. Our loss since inception is $853,554 as of March 31, 2007. We
      incurred legal expenses of $40,245 in the current quarter of operations and
      audit related expense of $32,050.





**General
      and Administrative Expenses**





General
      and administrative expense consisted of accounting and professional fees and
      other general expenses. General and administrative expenses for the unaudited
      period from inception (August 21, 2006) to March 31, 2007 was $854,874. Net
      income (loss) for the unaudited period from inception (August 21, 2006) to
      March
      31, 2007 was a loss of $853,554.





**Liquidity
      and Capital Resources**





The
      Company believes cash flow from operations and cash, cash equivalents, and
      cash
      from financing activities will be sufficient to meet its working capital
      requirements for the next 12 months. Should our costs and expenses prove to
      be
      greater than we currently anticipate, or should we change our current business
      plan in a manner that will increase or accelerate our anticipated costs and
      expenses, such as through the acquisition of new products, the depletion of
      our
      working capital would be accelerated. To the extent that it becomes necessary
      to
      raise additional cash in the future as our current cash and working capital
      resources are depleted, we will seek to raise it through the public or private
      sale of debt or equity securities, the procurement of advances on contracts
      or
      licenses, funding from joint-venture or strategic partners, debt financing
      or
      short-term loans, or a combination of the foregoing. We also may seek to satisfy
      indebtedness without any cash outlay through the private issuance of debt or
      equity securities.





The
      Company has a $20,000 line of credit with Bank of America.





We
      have no assurance that future financings will be available to us on acceptable
      terms. If financing is not available to us on acceptable terms, we may be unable
      to continue our operations.





3





**Critical
      Accounting Policies**





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principles generally accepted in the United States of America. The
      preparation of these consolidated financial statements requires us to make
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosures of contingent assets and
      liabilities. For a description of those estimates, see Note 3, Significant
      Accounting Policies, contained in the explanatory notes to our audited financial
      statements for the period from August 21, 2006 (inception) to September 30,
      2006
      for OmniReliant Corporation, Inc and for the year ended June 30, 2006 for the
      Company, contained the Form 8-K, filed on November 29, 2006, in Form 10-KSB
      for
      the year ended June 30, 2006 filed on August 24, 2006 and in Form 10QSB for
      the
      quarter ended December 31, 2006 filed on February 14, 2007. On an on-going
      basis, we evaluate our estimates, including those related to reserves, deferred
      tax assets and valuation allowance, impairment of long-lived assets, fair value
      of equity instruments issued to consultants for services and estimates of costs
      to complete contracts. We base our estimates on historical experience and on
      various other assumptions that we believe to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying value of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions; however, we believe that our estimates, including
      those for the above-described items, are reasonable.





**Revenue
      Recognition**





Revenue
      is recognized when the product is shipped to a customer, or in the limited
      circumstances, at destination, when terms provide that title passes at
      destination. Estimated amounts for sales returns and allowances are recorded
      at
      the time of sale.





**Recent
      Accounting Pronouncements**





In
      June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
      in
      -Income Taxes-an interpretation of FASB Statement No. 109" ("FIN 48"), which
      clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes
      a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. The Interpretation requires that the Company recognize in the
      financial statements the impact of tax position, if that position is more likely
      than not of being sustained on audit, based on the technical merits of the
      position. FIN 48 also provides guidance on de-recognition, classification,
      interest and penalties, accounting in interim periods and disclosure. The
      provisions of FIN 48 are effective for fiscal years beginning after December
      15,
      2006 with the cumulative effect of the change in accounting principle recorded
      as an adjustment to beginning retained earnings. The adoption of this statement
      is not expected to have a material impact on the Company's consolidated
      financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
      standard defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement is effective for financial statements issued
      for fiscal years beginning after November 15, 2007. Earlier application is
      encouraged. The adoption of this accounting pronouncement is not expected to
      have a material effect on our consolidated financial statements.





In
      September 2006, the Securities and Exchange Commission issued SAB No. 108
      "Considering the Effects of Prior Year Misstatements When Quantifying
      Misstatements in Current Year Financial Statements", which provides interpretive
      guidance on how the effects of the carryover or reversal of prior year
      misstatements should be considered in quantifying a current year misstatement.
      The guidance is applicable beginning fiscal 2008. The Company does not believe
      SAB No. 108 will have a material impact on the consolidated financial
      statements.





Stock-based
      Compensation





Prior
      to October 1, 2006, the Company accounted for stock-based compensation issued
      to
      non-employees under Statement of Financial Accounting Standards ("SFAS") No.
      123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") and Emerging
      Issues Task Force No. 96-18, "Accounting for Equity Instruments that are Issued
      to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods
      and
      Services" ("EITF No. 96-18"). Under SFAS No. 123 and EITF No. 96-18 all
      transactions in which goods or services are the consideration received for
      the
      issuance of equity instruments were accounted for based on the fair value of
      the
      consideration received or the fair value of the equity instrument issued,
      whichever is more reliably measurable.





Stock-based
      compensation expense recognized in the Company's consolidated statement of
      income for the three months ended March 31, 2007 includes compensation expense
      for share-based payment awards granted prior to, but not yet vested as of
      September 30, 2006 based on the grant date fair value estimated in accordance
      with the pro forma provisions of SFAS No. 123 and compensation expense for
      the
      share-based payment awards granted subsequent to September 30,2006 based on
      the
      grant date fair value estimated in accordance with the provisions of SFAS No.
      123(R). As stock-based compensation expense recognized in the consolidated
      statement of income for the three months ended March 31, 2007 is based on awards
      ultimately expected to vest, it has been reduced for estimated forfeitures.
      SFAS
      No. 123(R) requires forfeitures to be estimated at the time of grant and
      revised, if necessary, in subsequent periods if actual forfeitures differ from
      those estimates.





The
      fair value of stock-based awards is calculated using the Black-Scholes option
      pricing model. The Black-Scholes model requires subjective assumptions regarding
      future stock price volatility and expected time to exercise, which greatly
      affect the calculated values. The expected term of options granted is derived
      from historical data on employee exercises and post-vesting employment
      termination behavior. The risk-free rate selected to value any particular grant
      is based on the U.S. Treasury rate that corresponds to the pricing term of
      the
      grant effective as of the date of the grant. The expected volatility for the
      three months ended March 31, 2007 is based on the Company's historical
      volatilities of the common. These factors could change in the future, affecting
      the determination of stock-based compensation expense in future
      periods.


4





**Item
      3. Controls and Procedures**





(a)
      Evaluation of Disclosure Controls and Procedures





We
      maintain "disclosure controls and procedures," as such term is defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
      Act"), that are designed to ensure that information required to be disclosed
      by
      us in reports that we file or submit under the Exchange Act is recorded,
      processed, summarized, and reported within the time periods specified in
      Securities and Exchange Commission rules and forms, and that such information
      is
      accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure. In designing and evaluating our disclosure
      controls and procedures, management recognized that disclosure controls and
      procedures, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the disclosure
      controls and procedures are met. Additionally, in designing disclosure controls
      and procedures, our management necessarily was required to apply its judgment
      in
      evaluating the cost-benefit relationship of possible disclosure controls and
      procedures. The design of any disclosure controls and procedures also is based
      in part upon certain assumptions about the likelihood of future events, and
      there can be no assurance that any design will succeed in achieving its stated
      goals under all potential future conditions.





As
      of the
      end of the period covered by this report, we conducted an evaluation, under
      the
      supervision and with the participation of our Chief Executive Officer and Chief
      Financial Officer of our disclosure controls and procedures (as defined in
      Rule
      13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
      our chief executive officer and chief financial officer concluded that our
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Commission's rules and forms.




(b)
      Limitations on Effectiveness of Disclosure Controls and Procedures.





Disclosure
      controls and procedures cannot provide absolute assurance of achieving financial
      reporting objectives because of their inherent limitations. Disclosure controls
      and procedures is a process that involves human diligence and compliance and
      is
      subject to lapses in judgment and breakdowns resulting from human failures.
      Disclosure controls and procedures also can be circumvented by collusion or
      improper management override. Because of such limitations, there is a risk
      that
      material misstatements may not be prevented or detected on a timely basis by
      disclosure controls and procedures. However, these inherent limitations are
      known features of the financial reporting process. Therefore, it is possible
      to
      design into the process safeguards to reduce, though not eliminate, this risk.


5




**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





OmniReliant
      Holdings, Inc. is not a party to any pending legal proceeding, nor is its
      property the subject of a pending legal proceeding, that is not in the ordinary
      course of business or otherwise material to the financial condition of its
      business.




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





On
      April
      27, 2007, we issued a warrant to purchase 1,000,000 shares of common stock
      to
      Paul Wilmot Communications at an exercise price of $1.00 per shares in
      consideration for services rendered. The warrant is exercisable for three years
      from the date of issuance. The securities issued to Paul Wilmot Communications
      were deemed to be exempt under Section 4(2) of the Securities Act of 1933,
      as
      amended.




On
      March
      12, 2007, the Company issued 15,000 shares of its common stock to Brett
      Saevitzon, with a fair market value of $22,500, for services provided. The
      shares of common stock issued to Mr. Saevitzon were deemed to be exempt under
      Section 4(2) of the Securities Act of 1933, as amended.





**Item
      3. Defaults Upon Senior Securities**





None.





**Item
      4. Submission of Matters to a Vote of Security Holders**





None.





**Item
      5. Other Information**





None.







**Item
      6. Exhibits and Reports on Form 8-K**





a.
      Exhibit Index


31.1
      Certification by Chief Executive Officer and Chief Financial Officer, required
      by Rule 13a- 14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.





32.1
      Certification by Chief Executive Officer and Chief Financial Officer, required
      by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of
      Chapter 63 of Title 18 of the United States Code, promulgated pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.




6


**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.




**OMNIRELIANT
                HOLDINGS, INC.***Date:
              May 21,
              2007*
            By:
            /s/ Christopher
              D. Phillips*Name:
              Christopher D. Phillips**Title: 
                Interim Chief Executive Officer,*
              *Chief Financial Officer*




7