**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington
      D. C. 20549





**FORM
      10-QSB**





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





**For
      the quarterly period ended September 30, 2007**





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




4218
      West
      Linebaugh Avenue


Tampa,
      FL
      33624


(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 xNo o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act):


Yes
oNo
x





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





Transitional
      Small Business Disclosure Format (check one): Yes oNo x









**OmniReliant
      Holdings, Inc.**




**FORM
      10-QSB**




**For
      the Quarterly Period Ended September 30, 2007**




**INDEX**




PagePart
                  IItem
                1.
            
            Financial
                Statements
            
            F-1
                - F-12Item
                2.
            
            Management
                Discussion & Analysis or Plan of Operation
            
            1Item
                3.
            
            Controls
                and Procedures
            
            5Part
                llItem
                1.
            
            Legal
                Proceedings
            
            6Item
                2.
            
            Unregistered
                Sales 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.










**PART
      I - FINANCIAL INFORMATION**





**OMNIRELIANT
      HOLDINGS, INC. & SUBSIDIARY**


**(A
      Development Stage Company)**





**Consolidated
                Balance Sheet as of September 30, 2007
                (unaudited)**
            
            
            **F-2****Consolidated
                Statements of Operations for the three month period ended September
                30,
                2007, for the period from August 21, 2006(inception) to September
                30,
                2006, and for the period from August 21, 2006 (inception) to September
                30,
                2007 (unaudited)**
            
            
            **F-3****Consolidated
                Statements of Cash Flows for the three month period ended September
                30,
                2007, for the period from August 21, 2006(inception) to September
                30,
                2006, and for the period from August 21, 2006 (inception) to September
                30,
                2007 (unaudited)**
            
            
            **F-4****Notes
                to Consolidated Financial Statements (unaudited)**







**OMNIRELIANT
      HOLDINGS, INC. & SUBSIDIARY**


**(A
      Development Stage Company)**


**CONSOLIDATED
      BALANCE SHEET**


(unaudited)





**September
                30,****2007****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            405,310Accounts
                receivable
            
            
            160,661Inventory
            
            
            212,928Prepaid
                expenses
            
            
            34,393Total
                current assets
            
            
            813,291Other
                Assets:License,
                net of accumulated amortization of $935,619
            
            
            422,892Patents
            
            
            748,335Total
                other assets
            
            
            1,171,226**Total
                assets**
            
            **$**
            **1,984,517****LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)**Liabilities:Current
                LiabilitiesAccounts
                payable
            
            $
            218,385Accrued
                expensesDividends
            
            $
            291,437Penalties
            
            $
            542,080Total
                current liabilities
            
            
            1,051,902Long
                Term LiabilitiesFair
                Value of Redeemable Preferred Conversion Feature
            
            
            21,447,742Total
                Liabilities
            
            
            22,499,644Stockholders'
                equity (deficit):Common
                stock, $0.00001 par value;100,000,000
                shares authorized; 14,000,000 sharesissued
                and outstanding.
            
            
            14010%
                Convertible Preferred Series A and B stock, $0.0001 par value;100,000,000
                shares authorized; 3,600 sharesissued
                and outstanding.Series
                A Convertible Preferred, 3,000 shares issued and
                outstanding
            
            
            -Series
                B Convertible Preferred, 600 shares issued and outstanding
            
            
            -Additional
                paid in capital
            
            
            2,186,511Deficit
                accumulated during development stage
            
            
            (22,701,778
            )Total
                shareholders' equity (deficit)
            
            
            (20,515,127
            )**Total
                liabilities and shareholders' equity (deficit)**
            
            **$**
            **1,984,517**





The
      accompanying notes are an integral part of these Consolidated Financial
      Statements.




F-2




**OMNIRELIANT
      HOLDINGS, INC. & SUBSIDIARY**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


(unaudited)


**For
                  the three month**
                **period
                  ended**
                **September
                  30,**
              
              **For
                  the period from**
                **August
                  21, 2006 (inception)**
                **to
                  September 30,**
              
              **For
                  the period from**
                **August
                  21, 2006 (inception)**
                **to
                  September 30,****2007**
              
              **2006**
              
              **2007**Revenue
              
              $
              158,823
              
              $
              2,640
              
              $
              161,463Cost
                  of goods sold
              
              
              98,426
              
              
              1,320
              
              
              99,746Gross
                  margin
              
              
              60,397
              
              
              1,320
              
              
              61,717Operating
                  expenses:Amortization
              
              
              158,465
              
              
              
              
              
              935,619General
                  & administrative
              
              
              303,527
              
              
              4,032
              
              
              3,438,054Total
                  operating expenses
              
              
              461,992
              
              
              4,032
              
              
              4,373,673Operating
                  income (loss)
              
              
              (401,595
              )
              
              (2,712
              )
              
              (4,311,956
              )Other
                  income (expense)Change
                  in the fair value of redeemable preferredstock
                  conversion feature
              
              
              2,309,757
              
              
              -
              
              
              (17,847,742
              )Finance
                  penalties
              
              
              (309,137
              )
              
              -
              
              
              (542,080
              )Total
                  Other expense
              
              
              2,000,620
              
              
              0
              
              
              (18,389,822
              )Income
                  (loss) before provision for income taxes
              
              
              1,599,025
              
              
              (2,712
              )
              
              (22,701,778
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -**Net
                  income (loss)**
              
              **$**
              **1,599,025**
              
              
              **($2,712**
              **)**
              
              **($22,701,778**
              **)**Dividends
                  to preferred shareholders
              
              
              (96,970
              )
              
              -
              
              
              (291,438
              )Deemed
                  dividend to preferred shareholders onbeneficial
                  conversion festure
              
              
              -
              
              
              -
              
              
              (3,600,000
              )**Net
                  income (loss) available to common shareholders**
              
              **$**
              **1,502,055**
              
              **$**
              **(2,712**
              **)**
              **$**
              **(26,593,216**
              **)****Net
                  Income/(Loss) per share (Basic)**
              
              **$**
              **0.11**
              
              
              **($0.00**
              **)****Net
                  Income/(Loss) per share (Fully Diluted)**
              
              **$**
              **0.07**
              
              
              **($0.00**
              **)****Weighted
                  average common shares outstanding**
              
              
              **14,000,000**
              
              
              **8,550,000****Weighted
                  average common and common equivalent shares
                  outstanding**
              
              
              **20,225,427**
              
              
              **8,550,000**





The
      accompanying notes are an integral part of these Consolidated Financial
      Statements.




F-3




**OMNIRELIANT
      HOLDINGS, INC. & SUBSIDIARY**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


(unaudited)


**For
                  the three month**
                **period
                  ended**
                **September
                  30,**
              
              **For
                  the period from**
                **August
                  21, 2006 (inception)**
                **to
                  September 30,**
              
              **From
                    August 21, 2006**
                  **(inception)
                    through**
                  **September
                    30,****2007**
              
              **2006**
              
              **2007****Cash
                  flows from operating activities:**Net
                  loss
              
              $
              1,599,025
              
              
              ($2,712
              )
              $
              (22,701,778
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Mark
                  to market adjustment on preferred stock and warrants
              
              
              (2,309,755
              )
              
              -
              
              
              17,847,744Stock
                  compensation
              
              
              -
              
              
              -
              
              
              2,486,401Amortization
              
              
              158,465
              
              
              -
              
              
              935,619Accounts
                  receivable
              
              
              (160,661
              )
              
              -
              
              
              (160,661
              )Inventory
              
              
              (92,304
              )
              
              (530
              )
              
              (212,928
              )Prepaid
                  expenses
              
              
              (397
              )
              
              -
              
              
              (34,395
              )Accounts
                  payable
              
              
              193,650
              
              
              9,658
              
              
              218,385Accrued
                  finance penalties
              
              
              309,137
              
              
              -
              
              
              542,080Net
                  cash used for operating activities
              
              
              (302,839
              )
              
              6,416
              
              
              (1,079,532
              )**Cash
                  flows from investing activities:**Licenses
              
              
              -
              
              
              (3,776
              )
              
              (1,006,010
              )Patents
              
              
              (3,335
              )
              
              -
              
              
              (28,335
              )Net
                  cash used for investing activities
              
              
              (3,335
              )
              
              (3,776
              )
              
              (1,034,345
              )**Cash
                  flows from financing activities:**Proceeds
                  from sale of common stock
              
              
              -
              
              
              15,000
              
              
              15,000Proceeds
                  from sale of preferred stock
              
              
              -
              
              
              -
              
              
              3,600,000Offering
                  costs from preferred sale
              
              
              -
              
              
              -
              
              
              (620,000
              )Share
                  buyback
              
              
              -
              
              
              -
              
              
              (475,813
              )Net
                  cash provided by financing activities
              
              
              -
              
              
              15,000
              
              
              2,519,187Net
                  (decrease) increase in cash and cash equivalents
              
              
              (306,174
              )
              
              17,640
              
              
              405,310Cash
                  and cash equivalents at beginning of year
              
              
              711,484
              
              
              -
              
              
              -**Cash
                  and cash equivalents at end of year**
              
              **$**
              **405,310**
              
              **$**
              **17,640**
              
              **$**
              **405,310****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:**Accrued
                  dividends on preferred stock
              
              
              96,969
              
              
              -
              
              
              291,437Stock
                  issued for patent
              
              
              -
              
              
              -
              
              
              720,000Stock
                  issued for license
              
              
              -
              
              
              -
              
              
              352,500**Total
                  non-cash investing and financing transactions**
              
              **$**
              **96,969**
              
              **$**
              **-**
              
              **$**
              **1,363,937**




The
      accompanying notes are an integral part of these Consolidated Financial
      Statements.





F-4




**OMNIRELIANT
      HOLDINGS, INC. & SUBSIDIARY**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(unaudited)**




**NOTE
      1- BASIS OF PRESENTATION**





The
      accompanying unaudited consolidated financial statements for the three month
      period ended September 30, 2007, the period from August 21, 2006 (inception)
      to
      September 30, 2006, and the period from August 21, 2006 (inception) to September
      30, 2007 have been prepared in accordance with accounting principles generally
      accepted in the United States of America for interim financial information
      and
      pursuant to the rules and regulations of the Securities and Exchange Commission
      for Form 10-QSB. Accordingly, they do not include all the information and
      footnotes required by accounting principles generally accepted in the United
      States of America for complete financial statements.





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 month
      period ended September 30, 2007, the period from August 21, 2006 (inception)
      to
      September 30, 2006, and the period from August 21, 2006 (inception) to September
      30, 2007 are not necessarily indicative of the results of the full fiscal
      year.





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, 2007 Annual Report on Form 10-KSB and subsequent
      filings on Form 8-K.





**NOTE
      2 - 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.





***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 month period ended September 30, 2007, the period from August 21, 2006
      (inception) through September 30, 2006, and the period from August 21, 2006
      (inception) through September 30, 2007 was $158,465, $0, and $935,619,
      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.




F-5




***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) were 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)
      was applicable as of the beginning of the first interim or annual reporting
      period that begins after December 15, 2005.





As
      of
      June 30, 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”. 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.





Although
      the Company acknowledges that it owes two employees a total of 350,000 options
      once it establishes a qualified stock option plan, the Company has not yet
      established the plan. The options for Paul Morrison and Ami Manning call for an
      option
      (the "Option") to purchase 300,000 and 50,000 shares of the Company's Common
      Stock, par value $.001 per share ("Common Stock"), at an exercise price of
      $1.00, the fair market value of the Company’s common stock on November 15, 2006,
      respectively. The Option may be exercised, in whole or in part, at employee’s
      option any time following execution and vesting requirements of this agreement.
      The Option shall expire five (5) years from the issuance date, and must be
      exercised, if at all, as shares become vested or before the Expiration Date.
      The
      Company has yet to execute the option and has not determined the vesting
      requirements. The Company reserves the right to settle any obligation that
      may
      arise in the future due to the above individuals in the Company’s common stock
      or in cash.




The
      adoption of SFAS No.123(R) on January 1, 2006 did not have any effect on the
      Company's net income and earning per share for the three month period ended
      September 30, 2007, the period from August 21, 2006 (inception) through
      September 30, 2006, or the period from August 21, 2006 (inception) through
      September 30, 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 month period ended September 30, 2007:


********
              
              **Weighted
                  Average****Exercise
                  Price******
              
              **Exercise
                  Price****Stock**
              
              **Per
                  Share******
              
              **Per
                  Share****Warrants**
              
              **Options**
              
              **Warrants**
              
              **Options**
              
              **Warrants**
              
              **Options****Outstanding
                  at June 30, 2007**
              
              
              **9,004,000**
              
              
              **-**
              
              **$**
              **1.00-$3.75**
              
              **$**
              **-**
              
              **$**
              **2.13**
              
              **$**
              **-**Granted
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Cancelled
                  or expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Outstanding
                  at September 30, 2007**
              
              
              **9,004,000**
              
              
              **-**
              
              **$**
              **1.00-3.75**
              
              
              **-**
              
              **$**
              **2.13**
              
              
              **-****Exercisable
                  at September 30, 2007**
              
              
              **9,004,000**
              
              
              **-**
              
              **$**
              **1.00-3.75**
              
              
              **-**
              
              **$**
              **2.13**
              
              
              **-**




The
      warrants expire at various dates ranging from April 2010 through March
      2016.





F-6





***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 if they would be anti-dilutive.


**For
                    the three month**
                  **period
                    ended**
                  **September
                    30,**
              
              **For
                    the period from**
                  **August
                    21, 2006 (inception)**
                  **to
                    September 30,****2007**
              
              **2006****Net
                  income (loss) available to common shareholders**
              
              **$**
              **1,502,055**
              
              
              **($2,712**
              **)**Weighted
                  average shares outstanding:Basic
              
              
              14,000,000
              
              
              8,550,000Diluted
              
              
              20,225,427
              
              
              8,550,000**Earnings
                  (loss) per share:****Basic**
              
              **$**
              **0.11**
              
              
              **($0.00**
              **)****Diluted***
              
              **$**
              **0.08**
              
              
              **($0.00**
              **)**




Below
      is
      a detailed list of the Company’s common stock equivalents:


**Common
                    Stock Equivalents****as
                    of****Exercise**
              
              **September
                  30,**
              
              **September
                  30,****Securities**
              
              **Price**
              
              **2007**
              
              **2006**Preferred:Series
                  A Preferred
              
              
              
              
              
              3,000,000
              
              
              -Series
                  B Preferred
              
              
              
              
              
              480,000
              
              
              -Warrants:Class
                  A-1 Warrants
              
              $
              1.50
              
              
              3,000,000
              
              
              -Class
                  A-2 Warrants
              
              $
              3.00
              
              
              3,000,000
              
              
              -Class
                  BD-1 Warrants
              
              $
              1.00
              
              
              300,000
              
              
              -Class
                  BD-2 Warrants
              
              $
              1.50
              
              
              300,000
              
              
              -Class
                  BD-3 Warrants
              
              $
              3.00
              
              
              300,000
              
              
              -Class
                  B-1 Warrants
              
              $
              1.87
              
              
              480,000
              
              
              -Class
                  B-2 Warrants
              
              $
              3.75
              
              
              480,000
              
              
              -Class
                  BD-1 Warrants
              
              $
              1.87
              
              
              48,000
              
              
              -Class
                  BD-2 Warrants
              
              $
              3.75
              
              
              48,000
              
              
              -Class
                  BD-3 Warrants
              
              $
              1.25
              
              
              48,000
              
              
              -Warrant
                  issued to consultants
              
              
              
              
              
              1,000,000
              
              
              -Total
                  common stock equivalent shares
              
              12,484,000
              
              
              -




***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-7




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
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* .
      SFAS
      No. 159 permits entities to choose to measure many financial instruments and
      certain other items at fair value. SFAS No. 159 will be effective at the
      beginning of fiscal year 2008. We are presently evaluating the impact of the
      adoption of SFAS No. 159 on our results of operations and financial
      position.




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
      3 - COMMITMENTS AND CONTINGENCIES**





***Licensing
      Agreement*** *-* On
      October 13, 2006, the Company entered into an 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.




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.





For
      the
      three month period ended September 30, 2007, the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 the
      Company has recognized expense related to this agreement of $138,777, $0, and
      $889,679, respectively.





F-8




**NOTE
      4 - EQUITY TRANSACTIONS**





***Series
      A Convertible Preferred Stock Purchase Agreement*** *-* On
      November 22, 2006 in conjunction with the Common Stock Purchase Agreement and
      Exchange Agreement the Company entered into a Preferred Stock Purchase Agreement
      with an investor, pursuant to which the investor purchased 3,000 shares of
      the
      Company's Series A 10% Convertible Preferred stock, 3,000,000 Series A-1
      warrants, and 3,000,000 series A-2 common stock purchase warrants for an
      aggregate purchase price of $3,000,000.





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. 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.





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, LLC is an NASD registered broker-dealer. The
      members of Midtown Partners, LLC are also shareholders of the
      Company.





The
      Company’s Series A preferred contains certain rights and preferences which could
      require the Company to redeem the shares for cash. Therefore, the preferred
      stock was considered to have an embedded conversion feature under SFAS
      No. 133 which requires separate accounting. Consequently, the conversion
      feature must be bifurcated from the preferred stock. The carrying value of
      the
      embedded derivative is adjusted to fair value at the end of each reporting
      period and the change in fair value is recognized in the statement of
      operations. On the date of issuance, the estimated fair value of the conversion
      feature was $7,500,000 which was recorded as a liability on the date of issue.
      At each balance sheet date, we adjust the carrying value of the embedded
      derivative to estimated fair value and recognize the change in such estimated
      value in our consolidated statements of operations. The Company classifies
      the
      redeemable convertible preferred stock as a liability on the consolidated
      balance sheet. The estimated fair value on September 30, 2007 was
      $9,413,259. As a result of the change in the fair value of the Series A
      preferred the Company recognized a gain/(loss) for the three month period ended
      September 30, 2007, the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 of $424,759,
      $0, and ($8,803,108), respectively.





In
      addition, the warrants issued as part of the Series A preferred financing were
      considered a liability under EITF 00-19 due to certain cash clauses contained
      in
      the registration rights agreement. As such, in accordance with EITF
      00-19, the warrants are recorded as a liability and measured at fair value
      at
      each balance sheet date, with the change in its fair value reported in the
      consolidated statement of operations. The estimated fair value at June 30,
      2007 was $11,641,085. As of September 30, 2007 the fair value of the warrants
      was $10,027,443. As a result of the change in the fair value of the warrants
      the
      Company recognized a gain/(loss) for the three month period ended September
      30,
      2007,the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 of$1,613,643,
      $0, and ($7,637,594), respectively. The fair value of the warrants has been
      determined using the Black-Scholes model witha
      risk
      free rate of return of 4.75%, an expected term of 2 years, and an expected
      volatility percentage of 23.6%.





***Series
      B Convertible Preferred Stock Purchase Agreement*** *-* On
      May
      25, 2007, the Company entered into the Preferred Stock Purchase Agreement with
      an investor, pursuant to which the Investor purchased 600 shares of the
      Company’s series B 10% convertible preferred stock, 480,000 Series B-1 warrants,
      and 480,000 series B-2 common stock purchase warrants for an aggregate purchase
      price of $600,000.





The
      series B-1 warrants have an exercise price of $1.87 and a term of three (3)
      years. The series B-2 warrants have an exercise price of $3.75 and a term of
      five (5) years.





F-9




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 $60,000, as well as the following common stock purchase
      warrants: (a) series BD-1 common stock purchase warrants entitling Midtown
      Partners to purchase 48,000 shares of the Company's common stock at an exercise
      price of one dollar and eighty-seven cents ($1.87) per share, and (b) series
      BD-2 common stock purchase warrants entitling Midtown Partners to purchase
      48,000 shares of the Company's common stock at an exercise price of three
      dollars and seventy-five cents ($3.75) per share and (c) series BD-3 common
      stock purchase warrants entitling Midtown Partners to purchase 48,000 shares
      of
      the Company's common stock at an exercise price of one dollar and twenty five
      cents ($1.25) per share. The Series BD warrants have a term of ten years.
      Midtown Partners, LLC is an NASD registered broker-dealer. The
      members of Midtown Partners, LLC are also shareholders of the
      Company.





The
      Company’s Series B preferred contains certain rights and preferences which could
      require the Company to redeem the shares for cash. Therefore, the preferred
      stock is considered to have an embedded conversion feature under SFAS
      No. 133. Consequently, the conversion feature must be bifurcated from the
      preferred stock and accounted for separately. The carrying value of the embedded
      derivative is adjusted to fair value at the end of each reporting period and
      the
      change in fair value is recognized in the statement of operations. On the date
      of issuance, the estimated fair value of the conversion feature was $1,080,000
      which was recorded as a liability on the date of issue. At each balance sheet
      date, we adjust the carrying value of the embedded derivative to estimated
      fair
      value and recognize the change in such estimated value in our consolidated
      statements of operations. The Company classifies the redeemable convertible
      preferred stock as a liability on the consolidated balance sheet. The estimated
      fair value at September 30, 2007 was $1,348,928. As a result of the change
      in
      the fair value of the Series B preferred the Company recognized a gain/(loss)
      for the three month period ended September 30, 2007, the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 of $44,170,
      $0, and ($1,128,834), respectively.





In
      addition, the warrants issued as part of the Series B preferred financing were
      considered a liability under EITF 00-19 due to certain cash clauses contained
      in
      the registration rights agreement. As such, in accordance with EITF 00-19,
      the
      warrants are recorded as a liability and measured at fair value at each balance
      sheet date, with the change in its fair value from issuance date reported in
      the
      consolidated statement of operations. The estimated fair value at June 30,
      2007 was $885,297. As of September 30, 2007 the fair value of the warrants
      was
      $658,112. As a result of the change in the fair value of the warrants the
      Company recognized a gain/(loss) for the three month period ended September
      30,
      2007, the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 of $227,186,
      $0, and ($278,206), respectively. The fair value of the warrants has been
      determined using the Black-Scholes model with a
      risk
      free rate of return of 4.75%, an expected term of 2 years, and an expected
      volatility percentage of 23.6%.




***Convertible
      Preferred Dividends*** *-* Holders
      of the Company’s Series A and B Convertible Preferred Stock are entitled to
      receive cumulative dividends at the rate per share of 10% per annum, payable
      quarterly on January 1, April 1, July 1 and October 1. The form of the dividend
      payment can be paid in either cash or stock dependant on certain conditions
      being met. The Company has accrued dividends related to the Series A and B
      preferred shares for the three month period ended September 30, 2007, the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 of $96,970,
      $0, and $291,438, respectively.




***Financing
      Penalties*** *-* In
      connection with the Series A and B Preferred agreements, the Company and the
      Investors entered into a registration rights agreement pursuant to which the
      Company agreed to file a registration statement covering the common stock
      issuable upon conversion of the Preferred Stock and exercise of the Warrants.
      Failure by the Company to meet certain filing deadlines related to the
      registration rights agreement has resulted in the imposition of liquidated
      damages penalties. The
      Company has accrued penalties related to the Series A and B preferred shares
      for
      the three month period ended September 30, 2007, the
      period from August 21, 2006 (inception) to September 30, 2006, and the period
      from August 21, 2006 (inception) to September 30, 2007 of $309,137, $0, and $542,080, respectively.





**NOTE
      5 - SUBSEQUENT EVENTS**





On
      October 12, 2007 the Company amended the license agreement previously entered
      into on October 13, 2006 and subsequently amended on November 20, 2006. Pursuant
      to the amendment dated October 12, 2007 the first annual period will be extended
      for an additional six months. The Guaranteed Minimum Royalty payment schedule
      will now read as follows:




**Annual**
              
              
              
              **Minimum****Period**
              
              **Dates**
              
              **Royalty**1
              
              
              Effective
                  Date to 6/30/08
              
              $
              1,000,0002
              
              
              7/1/08
                  to 6/30/09
              
              $
              1,000,0003
              
              
              7/1/09
                  to 6/30/10
              
              $
              1,000,0004
              
              
              7/1/10
                  to 6/30/11
              
              $
              1,000,0005
              
              
              7/1/11
                  to 6/30/12
              
              $
              1,000,0006
              
              
              7/1/12
                  to 6/30/17
              
              $
              1,500,000


F-10


The
      Licensor is a related party of the Company.





On
      October 18, 2007, the Company entered into securities purchase agreements (the
      "Purchase Agreements") with Vicis Capital Master Fund ("Vicis") and Dynamic
      Decisions Strategic Opportunities ("Dynamic Decisions") pursuant to which Vicis
      and Dynamic Decisions purchased 6,000,000 and 400,000, shares of our series
      C
      convertible preferred stock ("Series C Preferred Stock"), respectively for
      an
      aggregate purchase price of $6,400,000. In connection with the purchase of
      the
      Series C Preferred Stock, Vicis and Dynamic Decisions received an aggregate
      amount of 16,000,000 and 1,066,668 common stock purchase warrants, respectively.
      Vicis and Dynamic Decisions received a Series C-1 warrant to purchase 8,000,000
      and 533,334 shares of common stock, respectively, at an exercise price of $1.50
      (the "C-1 Warrant") as well as a Series C-2 warrant to purchase 8,000,000 and
      533,334 shares of common stock, respectively, at an exercise price of $2.00
      (the
      "C-2 Warrant"). The C-1 Warrant shall be valid for five years from the date
      of
      issuance and the C-2 Warrant shall be valid for ten years from the date of
      issuance. The Series C Preferred Stock has a conversion price of $0.75 and
      is
      convertible into an aggregate amount of 8,000,000 and 533,334 shares of common
      stock, respectively. The Series C Preferred stock does not pay annual dividends
      but each holder of Series C Preferred Stock shall have the right to such number
      of votes equal to the number of shares of common stock that the Series C
      Preferred Stock shall be converted into. Furthermore, pursuant to the terms
      of
      the Purchase Agreements, Vicis and Dynamic Decisions exchanged their 3,000
      shares of series A preferred stock and 600 shares of series B preferred stock,
      respectively, for 3,285,354 and 624,210 shares of Series C Preferred Stock,
      respectively. In connection with the Purchase Agreements, Vicis and Dynamic
      Decisions received a Series C-1 Warrant to purchase 4,380,472 and 832,280 shares
      of common stock, respectively and a series C-2 Warrant to purchase 4,380,472
      and
      832,280 and shares of common stock, respectively. The Series C-1 Warrant and
      the
      Series C-2 Warrant shall have an exercise price of $1.50 and $2.00,
      respectively, and shall be valid for five year and ten years from the date
      of
      issuance, respectively.





Midtown
      Partners & Co., LLC, which served as the Company's placement agent in
      connection with the Purchase Agreements, received aggregate placement agent
      fees
      of approximately $340,000, as well as the following common stock purchase
      warrants: (a) series BD-7 common stock purchase warrants entitling Midtown
      Partners to purchase 853,333 shares of the Company's common stock at an exercise
      price of seventy-five cents ($0.75) per share, and (b) series BD-8 common stock
      purchase warrants entitling Midtown Partners to purchase 853,333 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-9 common stock purchase warrants entitling
      Midtown Partners to purchase 853,333 shares of the Company's common stock at
      an
      exercise price of two dollars ($2.00) per share. The Series BD warrants have
      a
      term of ten years. Midtown Partners & Co., LLC is a FINRA registered
      broker-dealer. Chris Phillips, who is the Company's CEO, CFO, Secretary,
      Treasurer and a director, is also the Manager and sole member of FAMALOM, LLC
      which is a 50% owner of Apogee Financial Investments, Inc., a merchant bank
      ("Apogee"). Apogee owns 100% of Midtown Partners & Co., LLC, a FINRA
      licensed broker-dealer.





On
      October 19, 2007, we entered into a subscription agreement with ResponzeTV
      PLC
      ("ResponzeTV") (the "Subscription Agreement") pursuant to which we purchased
      8,500,000 ordinary shares of ResponzeTV and received warrants to purchase
      17,000,000 ordinary shares of ResponzeTV for an aggregate purchase price of
      US$5,100,000. The warrants are to be issued in the following manner: (i) a
      warrant to purchase 8,500,000 common shares with an exercise price of 37p,
      (ii)
      a warrant to purchase 4,250,000 common shares with an exercise price of 50p
      and
      (iii) 4,250,000 common shares with an exercise price of 100p. Each warrant
      shall
      have a term of five years from the date of issuance. Kevin Harrington and Tim
      Harrington, who are directors
      of the Company, are officers and directors of ResponzeTV. Midtown Partners
&
Co., LLC, which served as the Company's placement agent in connection with
      the
      Subscription Agreement, received aggregate placement agent fees of US$50,000,
      as
      well as 500,000 ordinary shares of ResponzeTV. Midtown Partners & Co., LLC
      is a FINRA registered broker-dealer. Chris Phillips, who is the Company's CEO,
      CFO, Secretary, Treasurer and a director, is also the Manager and sole member
      of
      FAMALOM, LLC which is a 50% owner of Apogee Financial Investments, Inc., a
      merchant bank ("Apogee"). Apogee owns 100% of Midtown Partners & Co., LLC, a
      FINRA licensed broker-dealer.





F-11




On
      October 19, 2007, our wholly-owned subsidiary OmniReliant Corp. ("ORC") entered
      into and closed a share exchange agreement with ResponzeTV (the "Exchange
      Agreement"). Pursuant to the terms of the Exchange Agreement, ResponzeTV
      acquired all of the issued and outstanding shares of capital stock of KHL
      Holdings, Inc., a newly formed Florida corporation and wholly-owned subsidiary
      of ORC ("KHL"), in exchange for 9,500,000 ordinary shares of stock of
      ResponzeTV. On October 12, 2007, ORC entered into an exclusive sublicense
      agreement with KHL, pursuant to which ORC granted KHL the exclusive right and
      license to our rights to use the Kathy Hilton Trademark and to sell products
      bearing the Kathy Hilton Trademark exclusive of fragrance. The initial term
      of
      this sublicense agreement shall terminate on June 30, 2012. ORC shall have
      the
      option to renew this Agreement for an additional five year period. Kevin
      Harrington and Tim Harrington, who are directors of the Company, are officers
      and directors of ResponzeTV.





F-12


**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.





**Reverse
      Acquisition**





OmniReliant
      Corporation was incorporated on August 21, 2006 under the laws of the State
      of
      Florida. On November 22, 2006, Willowtree Advisor, Inc., an entity which was
      incorporated on June 16, 2004 under the laws of the State of Nevada, entered
      into an exchange agreement with the stockholders of OmniReliant Corporation
      (the
“Exchange Transaction”).





As
      a
      result of the Exchange Transaction, OmniReliant Corporation became a
      wholly-owned subsidiary of Willowtree Advisor, Inc. and succeeded to the
      business of OmniReliant Corporation as its sole business. The Exchange
      Transaction is deemed to be a reverse acquisition for accounting purposes.
      As a
      result, in accordance with the Accounting and Financial Reporting
      Interpretations and Guidance provided by the staff of the U.S. Securities and
      Exchange Commission, Willowtree Advisor, Inc. (the legal acquirer) is considered
      the accounting acquiree and OmniReliant Corporation (the legal acquiree) is
      considered the accounting acquirer. The discussions below, and the consolidated
      financial statements attached hereto, will in substance be those of OmniReliant
      Corporation, with the assets and liabilities, and revenues and expenses, of
      Willowtree Advisor, Inc. being included effective from the date of consummation
      of the Exchange Transaction.





**Plan
      of Operation - Development Stage Company**





The
      Company a development stage company with limited revenues and limited historical
      information upon which to base an evaluation of its performance.





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 fragrance 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 have entered into a license agreement with KRH Licensing
      Company, LLC, an affiliate of Rick and Kathy Hilton.





It
      is the
      Company’s intention to design, manufacture, market and distribute prestige
      fragrances and related products. In addition, the Company has an agreement
      to
      market and distribute hair straightening irons. The Company plans to engage
      contract packagers and professionals in the field. In the United States, our
      plan is to enter into agreements to distribute our products through a targeted
      group of department and specialty stores, such as Macy's, Foley's, Marshall
      Fields, Famous Barr, Belks, Elder Beerman, Carson Pirie Scott, and Filenes.
      In
      international markets, we plan to distribute our products through established
      prestige distribution channels. We hope to sell products under private label
      that have already reached its market entry point.





As
      a
      development stage company, we may not be successful in implementing our plan
      to
      manufacture, market and distribute prestige fragrances and related products.
      Until our products are successfully manufactured and 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, and may forfeit
      our rights under license agreements.




1




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 a
      consultant, TotalCFO, LLC.





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.




**Results
      of Operations**





The
      following discussion of the financial condition and results of operations 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.




***For
      the three months ended September 30, 2007 compared to the period from August
      21,
      2006 (inception) to September 30, 2006***





***Net
      Revenues***  *.* We had
      revenues for the three months ended September 30, 2007 of $158,823 compared
      to
      the period from August 21, 2006 (inception) to September 30, 2006 of $2,640.
      This increase of $156,183 is primarily the result of the roll out of the Kathy
      Hilton product line. If we are unable to implement our plan to manufacture,
      market and distribute our products, our revenues will not significantly increase
      during the upcoming fiscal year.





***Cost
      of Sales***  *.* Costs of
      Goods Sold for the three months ended September 30, 2007 was $98,426 compared
      to
      the period from August 21, 2006 (inception) to September 30, 2006 which was
      $1,320. This increase of $97,106 was primarily the result of the roll out of
      the
      Kathy Hilton product line. If we are successful in implementing our plan to
      increase manufacturing and distribution of our products, our cost of goods
      sold
      will significantly increase during the upcoming fiscal year.





***Selling,
      General and Administrative Expenses*** *.* Our
      general and administrative expense consisted of accounting and professional
      fees, stock based compensation, and other general expenses. Our general and
      administrative expenses for the three months ended September 30, 2007 was
      $303,527 as compared to the period from August 21, 2006 (inception) to September
      30, 2006 which was $4,032. This increase of $299,495 was primarily the result
      of
      professional fees, salaries and advertising.




***Net
      Income (Loss) Available to Common Shareholders***





Net
      Income (Loss) for the three months ended September 30, 2007 was $1,599,025
      as
      compared to the period from August 21, 2006 (inception) to September 30, 2007
      which was $(2,712). This increase of $1,561,737 is primarily the result of
      change in the fair market value of preferred shares and warrants of the
      Company.





Net
      Loss
      available to common shareholders includes a deemed dividend to preferred
      shareholders of $3,600,000. Such deemed dividend is equal to the intrinsic
      value
      of the beneficial conversion features of the Series A Convertible Preferred
      Stock, Series B Convertible Preferred Stock, and warrants issued during the
      fiscal year ended September 30, 2007. Such deemed dividend does not relate
      to a
      cash dividend.





The
      Net
      Income available to common shareholders for the three months ended September
      30,
      2007 also reflects income of $2,309,757, which relates to the change in fair
      value of the embedded conversion features of the Series A Convertible Preferred
      Stock and Series B Convertible Preferred Stock, and changes in the fair value
      of
      related warrants which have been recorded as liabilities.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $405,310 as of September 30, 2007.





The
      Company has suffered recurring losses while devoting substantially all of its
      efforts to raising capital, identifying and pursuing businesses opportunities.
      Moreover, the Company's total liabilities exceed its total assets and the
      Company's liquidity is substantially dependent on raising capital.





Currently
      the Company does not generate revenues from its operations, and the Company
      will
      require additional cash to develop its business plan and to pay ongoing
      operating expenses, including licensing fees.





These
      factors raise substantial doubt about the Company's ability to continue as
      a
      going concern. The accompanying consolidated financial statements have been
      prepared on a going concern basis, which contemplates continuing operations,
      realization of assets and liquidation of liabilities in the ordinary course
      of
      business. The Company's ability to continue as a going concern is dependent
      upon
      its ability to raise sufficient capital to implement a successful business
      plan
      and to generate profits sufficient to become financially viable.




2




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.





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.





**Critical
      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.





***Principles
      of Consolidation -*** The
      Consolidated Financial Statements include the accounts of the Company and its
      wholly-owned subsidiary.  All significant intercompany accounts, profits
      and transactions have been eliminated in consolidation.




***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
      period from August 21, 2006 (inception) through June 30, 2007 was
      $777,154.





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 period from August 21, 2006
      (inception) through June 30, 2007 were $29,744.





***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.





3




***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) were 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)
      was 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.





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.





**Accounting
      for Stock-Based Compensation**





As
      of
      September 30, 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”. 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.





Although
      the Company acknowledges that it owes two employees a total of 350,000 options
      once it establishes a qualified stock option plan, the Company has not yet
      established the plan. The options for these employees call for an option (the
      "Option") to purchase 300,000 and 50,000 shares of the Company's Common Stock,
      par value $.001 per share ("Common Stock"), at an exercise price of $1.00.
      The
      Option may be exercised, in whole or in part, at employee’s option any time
      following execution and vesting requirements of this agreement. The Option
      shall
      expire five (5) years from the issuance date, and must be exercised, if at
      all,
      as shares become vested or before the Expiration Date. The Company has yet
      to
      execute the option and has not determined the vesting requirements. The Company
      reserves the right to settle any obligation that may arise in the future due
      to
      the above individuals in the Company’s common stock or in cash.




The
      adoption of SFAS No.123(R) on January 1, 2006 did not have any effect on the
      Company's net income and earning per share for the period from August 21, 2006
      (inception) to June 30, 2007 since no options were granted.





**Off
      Balance Sheet Arrangements**





None.





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**





From
      time
      to time, we may become involved in various lawsuits and legal proceedings which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in these or other matters may
      arise from time to time that may harm our business. We are currently not aware
      of any such legal proceedings or claims that we believe will have, individually
      or in the aggregate, a material adverse affect on our business, financial
      condition or operating results.





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





None.





**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**





31
            Certification
                by Chief Executive Officer and Chief Financial Officer, required
                by Rule
                13a- 14(a) or Rule 15d-14(a) of the ExchangeAct,
                promulgated under the Securities and Exchange Act of 1934, as amended.





32
            Certification
                by Chief Executive Officer and Chief Financial Officer, pursuant
                to 18
                U.S.C. Section 1350, as adopted pursuant toSection
                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:
                November 14, 2007
            By:
            /s/ Christopher
              PhillipsChristopher
              PhillipsInterim
                Chief Executive Officer, Chief Financial Officer
              (Principal
                Executive Officer, Financial Officer and PrincipalAccounting
                Officer) and Director




7