SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DIAMOND RICHARD J

(Last)

(First)

(Middle)

C/O OMNIRELIANT HOLDINGS, INC.

4902 EISENHOWER BLVD., SUITE 185

(Street)

TAMPA

33634

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNIRELIANT HOLDINGS, INC. [ ORHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2007		J⁽¹⁾		3,000,000	D	$0	0	I	By Apogee Financial Investments, Inc.⁽²⁾
Common Stock	05/14/2007		J⁽¹⁾		1,300,000	A	$0	1,300,000	I	Held by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrants	$1.25	05/25/2007		J⁽³⁾		14,400		05/25/2007	05/25/2017	Common Stock	14,400	$0	914,400	I	See Footnote 3⁽³⁾
Common Stock Purchase Warrants	$1.87	05/25/2007		J⁽³⁾		14,400		05/25/2007	05/25/2017	Common Stock	14,400	$0	928,800	I	See Footnote 3⁽³⁾
Common Stock Purchase Warrants	$3.75	05/25/2007		J⁽⁴⁾		14,400		05/25/2007	05/25/2017	Common Stock	14,400	$0	943,200	I	See Footnote 3⁽³⁾

Explanation of Responses:

1. On May 14, 2007, Apogee Financial Investments, Inc. distributed 3,000,000 shares of the Issuer it held to the three owners of Apogee Financial Investments, Inc. Mr. Diamond's wife, Deecembra Diamond, owns 40% of Apogee Financial Investments, Inc. Mr. Diamond specifically disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

2. Mr. Diamond's wife, Deecembra Diamond, owns 40% of Apogee Financial Investments, Inc. Mr. Diamond specifically disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

3. Represents common stock purchase warrants issued pursuant to a Placement Agent Agreement, dated May 8, 2007, between the Company and Midtown Partners & Co., LLC, an NASD registered broker-dealer which is wholly-owned by Apogee Financial Investments, Inc.

4. Represents common stock purchase warrants owned by Midtown Partners & Co., LLC, an NASD registered broker-dealer, which is wholly-owned by Apogee Financial Investments, Inc.

	/s/ Richard Diamond	06/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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