-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GsZu3reft30tjicDQkkC0c6J9G3H/1WFEovQJwMLdiOoBWjidIWIn9EKfK4FXL2R Xi+IcV9woEt6VX/uy9BJvQ== 0001144204-07-002956.txt : 20070123 0001144204-07-002956.hdr.sgml : 20070123 20070123172338 ACCESSION NUMBER: 0001144204-07-002956 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMNIRELIANT HOLDINGS, INC. CENTRAL INDEX KEY: 0001298095 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82375 FILM NUMBER: 07547609 BUSINESS ADDRESS: STREET 1: 4902 EISENHOWER BLVD STREET 2: SUITE 185 CITY: TAMPA STATE: FL ZIP: 33634 BUSINESS PHONE: 813 885 5998 MAIL ADDRESS: STREET 1: 4902 EISENHOWER BLVD STREET 2: SUITE 185 CITY: TAMPA STATE: FL ZIP: 33634 FORMER COMPANY: FORMER CONFORMED NAME: WILLOWTREE ADVISOR, INC. DATE OF NAME CHANGE: 20040722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRH LICENSING CO LLC CENTRAL INDEX KEY: 0001384466 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 250 NORTH CANON DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 278 3311 MAIL ADDRESS: STREET 1: 250 NORTH CANON DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D 1 v063181_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 OMNIRELIANT HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.00001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 68215T 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Darrin Ocasio, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas, 21st Floor New York, NY, 10018 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 SCHEDULE 13D - --------------------- CUSIP No. 68215T 10 4 - --------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KRH Licensing Company LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,000,000 OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,000,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 Item 1. Security and Issuer The title and class of equity securities to which this Schedule 13D relates is Common Stock, par value $.00001 per share (the "Common Stock"), of OmniReliant Holdings, Inc., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 4902 Eisenhower Blvd., Suite 185, Tampa, FL 33634.. Item 2. Identity and Background (a) This statement is being filed by KRH Licensing Company LLC. (the "Reporting Person"). (b) The business address of the Reporting Person is c/o OmniReliant Holdings, Inc., 4902 Eisenhower Blvd., Suite 185, Tampa, FL 33634 (c) The Reporting Person's present occupation is Licensing company. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). (e) The Reporting Person has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. (f) The Reporting Person is organized under the laws of the State of CA. Item 3. Source and Amount of Funds or Other Considerations Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated November 22, 2006 among the Issuer and the shareholders of OmniReliant Corporation, the Reporting Person acquired 3,000,000 shares of common stock of the Issuer in consideration for its 24% interest in OmniReliant Corporation. OmniReliant Corporation was formed in August of 2006 to engage in the creation, design, distribution, and sale of affordable luxury products. As a result of the Exchange Agreement, (i) OmniReliant Corporation became a wholly-owned subsidiary of the Issuer and (ii) the Issuer succeeded to the business of OmniReliant Corporation as its sole business. As a result of the foregoing transactions, the Issuer changed its name from Willowtree Advisor, Inc. to OmniReliant Holdings, Inc. The Reporting Person, which is the owner of the Kathy Hilton Class III Cosmetics Trademark License (the "Kathy Hilton Tradmark"), has entered into a license agreement with the Issuer (the "License Agreement"). Pursuant to the License Agreement, the Issuer has obtained (i) the exclusive right to use the Kathy Hilton Trademark and to sell products bearing the Kathy Hilton Trademark, and (ii) the personal services of Kathy Hilton in connection with the promotion and sale of products bearing the Kathy Hilton Trademark. In exchange, the Reporting Person received 3,000,000 shares of common stock of the Issuer and will receive royalty payments beginning in January, 2007. Item 4. Purpose of Transaction The Reporting Person entered into the above-described transaction to effect a change in control of the Issuer. Except as described above, the Reporting Person has no definitive plan, arrangement or understanding to seek to cause the Issuer to be merged, reorganized or liquidated, to sell or transfer any assets of the Issuer, to cause the Issuer to change its current board of directors or management, to cause any material change to its capitalization, dividend policy, business, corporate structure, charter or bylaws, to cause the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or to take any action similar to the above. Page 4 Item 5. Interest in Securities of the Issuer The Reporting Person currently owns 3,000,000 shares of common stock of the Issuer, which represents 21.7% of the Issuer's common stock based on 13,785,000 shares of common stock issued and outstanding. Sharon Lallouz has the sole power to vote or direct the vote, and to dispose or direct the disposition of such shares. Except as set forth in Items 3 and 4 of this Schedule 13D, the Reporting Person has not effected any other transaction in any securities of the Issuer in the past sixty days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 3 above. Item 7. Material to Be Filed as Exhibits Exhibit Number Description - -------------------------------------------------------------------------------- 1 Stock Exchange Agreement by and among Willowtree Advisor, Inc., and the Shareholders of OmniReliant Corporation (Incorporated by reference to the Issuer's Form 8-K filed with the Securities and Exchange Commission on November 29, 2006) Page 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 23, 2007 By: /s/ Richard Hilton ------------------------------ Name: Richard Hilton Title: President -----END PRIVACY-ENHANCED MESSAGE-----