Material Modification to Rights of Security Holders, Financial Statements

Item 3.03 Material Modification to Rights of Security Holders.

On September 30, 2009, the Board of Directors of OmniReliant Holdings, Inc. (the "Company") approved an amendment to the exercise price of the previously issued warrant (the "Warrant") held by Vicis Capital Master Fund ("Vicis") to purchase 97,606,276 shares of the Company's common stock from $0.25 to $0.2029 per share (the "Amendment"). In consideration for the Amendment, Vicis agreed to exercise the Warrant in part to purchase 27,606,276 shares of the Company's Common Stock at the amended exercise price of $0.2029 per share. Vicis is the Company's majority stockholder and is the beneficial owner of 95.98% of the Company's issued and outstanding stock.

Pursuant to a placement agent agreement between the Company and Midtown Partners & Co, LLC ("Midtown"), and in connection with the exercise of the Warrant in part by Vicis, the Company issued to Midtown a warrant to purchase 1,380,314 shares of the Company's common stock at an exercise price of $0.2029 per share (the "Midtown Warrant"). The Midtown Warrant is exercisable for ten years from the date of issuance. The Warrant is exercisable on a cashless basis at any time from the date of issuance.