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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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 NY 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 NY 10022

(City) (State) (Zip)
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 NY 10022

(City) (State) (Zip)
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.