**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 December 31, 2006
 
 [
 ]
        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
              (I.R.S.
                  Employerincorporation
                  or
                  organization)
              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
 1065
        Avenue of the Americas
 New
        York,
        New York 10018
 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 |X| No |_ |
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act): Yes [  ] No [X]
 
 The
        number of shares of the issuer's outstanding common stock on February 11,
        2007
        was 13,785,000.
 
 Transitional
        Small Business Disclosure Format (check one): Yes [  ] No [X]
 
 
 
 **INDEX**
 
 Part IItem 1. Financial Statements.
              F-1Item 2. Management's Discussion and
                Analysis
                or Plan of Operations.
              4Item 3. Controls and
                Procedures
              7Part IIItem 1. Legal Proceedings.
              8Item 2. Unregistered Sale of Equity
                Securities and Use of Proceeds
              8Item 3. Defaults Upon Senior
                Securities
              8Item 4. Submission of Matters to a
                Vote of
                Security Holders.
              8Item
                5. Other Information
              8Item
                6. Exhibits.
              8Signatures.
              9
  2
 
 **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1. Financial Statements**
 
 **Index**Consolidated
                  Balance Sheets at December 31, 2006 (Unaudited)
              F-1Consolidated
                  Statement of Operations (Unaudited)
              F-2Consolidated
                  Statements of Cash Flows (Unaudited)
              F-3Notes
                  to Consolidated Financial Statements (Unaudited)
              F-4
 
 3
 
 **PART
            I**
 **ITEM
            1. FINANCIAL
            STATEMENTS**
 
 **OMNIRELIANT
            HOLDINGS, INC. & SUBSIDIARY**
 **(A
            Development Stage Company)**
 **BALANCE
            SHEET**
 **ASSETS****December
                        31,****2006**Current
                        assets:Cash
                        and cash equivalents
                    
                    $
                    1,003,829Prepaid
                        expenses
                    
                    
                    15,200Total
                        current assets
                    
                    
                    1,019,029Licenses,
                        net of accumulated amortization of $200,300
                    
                    
                    805,710Total
                        other assets
                    
                    
                    805,710**Total
                        assets**
                    
                    **$**
                    **1,824,739****LIABILITIES
                        AND STOCKHOLDERS' EQUITY**Current
                        liabilities:Accounts
                        payable and accrued expenses
                    
                    $
                    163,796Total
                        current liabilities
                    
                    
                    163,796Stockholders'
                        equity:Common
                        stock, $0.00001 par value;100,000,000
                          shares authorized; 13,785,000 sharesissued and
                          outstanding.
                    
                    
                    138Preferred
                        stock, $0.0001 par value;100,000,000
                          shares authorized; 3,000,000 sharesissued and
                          outstanding.
                    
                    
                    300Additional
                        paid in capital
                    
                    
                    2,078,749Deficit
                        accumulated during development stage
                    
                    
                    (418,244
                    )Total
                        shareholders' equity
                    
                    
                    1,660,943**Total
                        liabilities and shareholders' equity**
                    
                    **$**
                    **1,824,739**
  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 three months ended December 31,2006**
                    
                    **For
                          the six months ended December 31,2006**
                    
                    **For
                          the period fromAugust 21, 2006(inception) toDecember 31,
                          2006**Revenue
                    
                    $
                    -
                    
                    $
                    2,640
                    
                    $
                    2,640Cost
                        of goods sold
                    
                    
                    -
                    
                    
                    1,320
                    
                    
                    1,320Gross
                        margin
                    
                    
                    -
                    
                    
                    1,320
                    
                    
                    1,320Operating
                        expenses:General
                        & administrative
                    
                    
                    415,532
                    
                    
                    419,564
                    
                    
                    419,564Total
                        operating expenses
                    
                    
                    415,532
                    
                    
                    419,564
                    
                    
                    419,564Operating
                        income (loss)
                    
                    
                    (415,532
                    )
                    
                    (418,244
                    )
                    
                    (418,244
                    )Other
                        income (expense)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Loss
                        before provision for income taxes
                    
                    
                    (415,532
                    )
                    
                    (418,244
                    )
                    
                    (418,244
                    )Provision
                        for income taxes
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -**Net
                        loss**
                    
                    
                    **($415,532**
                    **)**
                    
                    **($418,244**
                    **)**
                    
                    **($418,244**
                    **)****Basic
                        and diluted loss per share**
                    
                    
                    **($0.04**
                    **)**
                    
                    **($0.05**
                    **)****Weighted
                        average shares outstanding****basic
                        and diluted**
                    
                    
                    **9,613,571**
                    
                    
                    **8,040,738**
 
 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**
 
 **Six
                        Months Ended**
                    
                    **From
                        August 21, 2006****December
                        31,**
                    
                    **(inception)
                        through****2006**
                    
                    **December
                        31, 2006****Cash
                        flows from operating activities:**Net
                        loss
                    
                    
                    ($418,244
                    )
                    $
                    (418,244
                    )Adjustments
                        to reconcile net loss to net cashused
                        in operating activities:Stock
                        Compensation
                    
                    
                    15,000
                    
                    
                    15,000Amortization
                    
                    
                    200,300
                    
                    
                    200,300Prepaid
                        expenses
                    
                    
                    (15,200
                    )
                    
                    (15,200
                    )Accounts
                        payable and accrued expenses
                    
                    
                    10,786
                    
                    
                    10,786Subtotal
                        of adjustments
                    
                    
                    210,886
                    
                    
                    210,886Net
                        cash used for operating activities
                    
                    
                    (207,358
                    )
                    
                    (207,358
                    )**Cash
                        flows from investing activities:**Investment
                        in licenses
                    
                    
                    (853,000
                    )
                    
                    (853,000
                    )Net
                        cash used for investing activities
                    
                    
                    (853,000
                    )
                    
                    (853,000
                    )**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
                    
                    
                    1,003,829
                    
                    
                    1,003,829Cash
                        and cash equivalents at beginning of year
                    
                    
                    -
                    
                    
                    -**Cash
                        and cash equivalents at end of year**
                    
                    **$**
                    **1,003,829**
                    
                    **$**
                    **1,003,829**
 **Supplemental
                        schedule of non-cash investing and financing
                        activities:**Interest
                        paid
                    
                    
                    -
                    
                    
                    -Income
                        taxes paid
                    
                    
                    -
                    
                    
                    -**Total
                        non-cash investing and financing transactions**
                    
                    **$**
                    **-**
                    
                    **$**
                    **-**
 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**
 **DECEMBER
            31, 2006**
 
  **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 in March 2007. 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 six
            months ended December 31, 2006 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 six months ended December 31, 2006 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 six month period ended December 31, 2006 was $200,301.
 
 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 six month period
            ending
            December 31, 2006 were $5,770.
 
 ***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
            December 31, 2006, 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 December 31, 2005. 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 December 31, 2006 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 months ended December 31, 2006 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**
                    
                    
                    **-****Exercisable
                        at September 30, 2006**
                    
                    
                    **6,900,000**
                    
                    
                    **-**
                    
                    **$**
                    **1.00-3.00**
                    
                    
                    **-**
                    
                    **$**
                    **2.20**
                    
                    
                    **-**
  The
            warrants expire at various dates ranging from January 2011 through March
            2016.
 
 **NOTE
            5 - EARNINGS PER SHARE**
 **Three
                        Months Ended**
                    
                    **Six
                        Months Ended****December
                        31,**
                    
                    **December
                        31,****2006**
                    
                    **2006****Net
                        income available to common shareholders**
                    
                    
                    **($395,479**
                    **)**
                    
                    **($398,190**
                    **)**Weighted
                        average shares outstanding:Basic
                    
                    
                    9,613,571
                    
                    
                    8,040,738**Earnings
                        per share:****Basic**
                    
                    
                    **($0.04**
                    **)**
                    
                    **($0.05**
                    **)****Diluted***
                    
                    
                    **($0.04**
                    **)**
                    
                    **($0.05**
                    **)**
 
 F-6
 
 *Diluted
            weighted average per share outstanding for three and six month periods
            ended
            December 31, 2006 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 both 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
                    
                    
                    1/1/07
                        to 12/31/08
                    
                    $
                    1,000,0003
                    
                    
                    1/1/08
                        to 12/31/09
                    
                    $
                    1,000,0004
                    
                    
                    1/1/09
                        to 12/31/10
                    
                    $
                    1,000,0005
                    
                    
                    1/1/10
                        to 12/31/11
                    
                    $
                    1,000,0006
                    
                    
                    1/1/11
                        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 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 will 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.
 
 F-7
 
 **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.
 
 **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.
 
 F-8
  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.
 
 **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. 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. See 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. TotalCFO,
            LLC
            is owned by a shareholder of the Company.
 
 **NOTE
            10 - SUBSEQUENT EVENTS**
 
 On
            January 10, 2007 the Company made a payment of $150,000 pursuant to the
            licensing agreement detailed in Note 6. The payment was the final payment
            of the
            $1,000,000 initial installment due under the agreement. The payment was
            to a
            shareholder of the Company.
 
 On
            January 26, 2007 pursuant
            to a verbal agreement with the Company, TotalCFO, LLC received a cash
            fee of
            $15,225 for consulting services rendered. TotalCFO, LLC is owned by a
            shareholder of the Company.
 
 F-9
 
 **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.
 
 4
 
 **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, 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 December 31, 2006, 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.
 
 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 and cash equivalents 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.
 
 5
 
 **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 ($418,244) as of December 31, 2006. We
        incurred legal expenses of $67,373 in the current quarter of operations and
        audit related expense of $12,500.
 
 **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 December 31, 2006 was $419,564.00.
        Net income (loss) for the unaudited period from inception (August 21, 2006)
        to
        December 31, 2006 was a loss of ($418,244.00).
 
 **Liquidity
        and Capital Resources**
 
 The
        Company believes cash flow from operations and cash and cash equivalents
        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.
 
 **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 and in Form 10-KSB
        for the year ended June 30, 2006 filed on August 24, 2006. 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.
 
 6
  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 December 31, 2006 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 December 31, 2006 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 December 31, 2006 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.
 
 **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.
 
 7
  **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**
 
 As
        previously disclosed, on November 22, 2006, we entered into a Preferred Stock
        Purchase Agreement with an Accredited Investor, pursuant to which that Investor
        purchased 3,000 shares of our series A 10% convertible preferred stock (the
        “Preferred Stock”), 3,000,000 Series A-1 and 3,000,000 series A-2 common stock
        purchase warrants (collectively, the “Warrants”) for an aggregate purchase price
        of $3,000,000.
 
 **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.
 
 8
 
 **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 **OMNIRELIANT
        HOLDINGS, INC.**
  *Date:
                February 14, 2007*
              /s/
                Christopher D. Phillips*Name: Christopher D.
                Phillips**Title: Interim Chief
                Executive
                Officer, Chief
                Financial Officer*
  9