UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

Amendment
No. 2



☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended December 31, 2016



OR



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from _____________to ______________.



Commission
File Number 001-37639



OMINTO,
INC.





(Exact
name of registrant as specified in its charter)



|Nevada                                                                  |  | 13-4067623                                   
|----------------------------------------------------------------------- |  | ---------------------------------------------
|(State
    or other jurisdiction of 
    incorporation or organization) |  | (I.R.S.
    Employer 
    Identification No.)



1515
S. Federal Highway, Suite 307

Boca
Raton, Florida 33432

(Address
of principal executive offices)



561-362-2393

(Registrant’s
telephone number, including area code)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No  ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒   No 
☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer | ☐                                                        | Accelerated
    filer         | ☐
|--------------------------- | -------------------------------------------------------- | ----------------------------- | -
|Non-accelerated
    filer   | ☐
         (Do not check if a smaller reporting company) | Smaller
    reporting company | ☒
|                            | Emerging
    growth company                              | ☐                            



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒



The
number of shares outstanding of each of the issuer’s classes of stock, as of November 24, 2017 is as follows:



Number
of shares of Common Stock outstanding: 17,282,352





















EXPLANATORY
NOTE



We
are filing this amendment ("Amendment No. 2") to our Quarterly Report on Form 10-Q/A for the period ended December 31,
2016, originally filed with the Securities and Exchange Commission (the "SEC") on November 14, 2017 ("Amendment
No. 1") for the sole purpose of filing amendments to the certifications originally filed with Amendment No. 1 pursuant to
Section 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). As a result of typographical errors,
the name of the Principal Executive Officer was inadvertently included in the body of Exhibit 32.2 to Amendment No. 1 signed by
the Principal Financial Officer, the title of Principal Financial Officer was inadvertently included in the body of Exhibit 32.2
to Amendment No. 1 signed by the Principal Executive Officer and the title of the Principal Financial Officer was inadvertently
labeled as “Interim Principal Financial Officer” in Exhibits 31.2 and 32.2 to Amendment No. 1 signed by the Principal
Financial Officer.



Other
than as described above, this Form 10-Q/A does not amend, update or restate any information included in the Form 10-Q. This Form
10-Q/A does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any
related or other disclosures, including forward-looking statements, made in the Form 10-Q. Accordingly, this Form 10-Q/A should
be read in conjunction with the Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Form 10-Q,
including any amendments to those filings.














|ITEM 6. | EXHIBITS
|------- | --------



|No.  |  | Description                                                                                                                                                                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                        
|3.16 |  | Certificate of Amendment to the Articles of Incorporation*                                                                                                                             
|     |  |                                                                                                                                                                                        
|10.1 |  | Indemnification Agreement*                                                                                                                                                             
|     |  |                                                                                                                                                                                        
|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002**.
|     |  |                                                                                                                                                                                        
|31.2 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002**.
|     |  |                                                                                                                                                                                        
|32.1 |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002**.                               
|     |  |                                                                                                                                                                                        
|32.2 |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002**.                               



*
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 14, 2017.



**
Filed herewith.














SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, there unto duly authorized.



|                            | Ominto,
    Inc.
|--------------------------- | ----------------
|                            |                 
|Date:
    November 29, 2017 | By:             
|                            |                 



|                            | Ominto,
    Inc.
|--------------------------- | ----------------
|                            |                 
|Date:
    November 29, 2017 | By:             
|                            |