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^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

126 E. 56TH STREET, TOWER 56, SUITE 700

(Street)

NEW YORK

10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2008

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

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

	Form filed by One Reporting Person
X	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, $0.00001, par value per share	04/30/2008		P		6,500	A	$2.95	1,876,400	I⁽¹⁾	By Vicis Capital Master Fund

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)
Series D Conv. Pref. Common Stock, par val. $0.001 per share	$0.5	04/30/2008		J⁽⁴⁾		7,000,000		⁽²⁾	⁽³⁾	Common Stock	7,000,000	⁽⁴⁾	7,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Series D-1 Common Stock Purchase Warrant	$0.75	04/30/2008		J⁽⁴⁾		28,000,000		⁽²⁾	04/29/2015	Common Stock	28,000,000	⁽⁴⁾	28,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Series A Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	11/20/2016	Common Stock	900,000		3,900,000	I⁽¹⁾	By Vicis Capital Master Fund
Series C Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	10/18/2017	Common Stock	821,333		13,201,805	I⁽¹⁾	By Vicis Capital Master Fund
Series BD Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	05/25/2017	Common Stock	48,000		48,000	I⁽¹⁾	By Vicis Capital Master Fund
Series BD Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	10/18/2017	Common Stock	821,333		821,333	I⁽¹⁾	By Vicis Capital Master Fund
Series BD Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	10/18/2017	Common Stock	821,333		821,333	I⁽¹⁾	By Vicis Capital Master Fund
Series C Convertible Pref. Stock, par value .0001 per share	$0.5⁽⁴⁾							⁽²⁾	⁽³⁾	Common Stock	12,000,000		9,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Series A Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	11/20/2011	Common Stock	3,000,000		3,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Series C Common Stock Purchase Warrant	$0.5⁽⁴⁾							⁽²⁾	10/18/2012	Common Stock	12,380,472		12,380,472	I⁽¹⁾	By Vicis Capital Master Fund

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

126 E. 56TH STREET, TOWER 56, SUITE 700

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vicis Capital Master Fund

(Last)

(First)

(Middle)

126 E. 56TH STREET, TOWER 56, SUITE 700

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.

2. Immediately

3. None

4. On April 30, 2008 Vicis Capital Master Fund acquired in a purchase from the Issuer: (1) a Series D-1 warrant to purchase 28,000,000 shares of the Issuer's common stock at an exercise price of $0.75 per share and an expiration date of April 29, 2015, and (2) 7,000,000 shares of the Issuer's Series D Convertible Preferred Stock, for aggregate consideration of $7,000,000. In conjunction with this purchase, the exercise price of each of the Series A, Series BD and Series C warrants owned by Vicis Capital Master Fund was reduced to $0.50 and the conversion price of the Series C Convertible Preferred Stock owned by Vicis Capital Master Fund was reduced to $0.50.

	/s/ Keith Hughes, Chief Operating Officer, Vicis Capital LLC	05/01/2008
	/s/ Keith Hughes, Authorized Representative, Vicis Capital Master Fund	05/01/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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