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 March 31, 2017

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)

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.

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 March 31, 2017, originally filed with the Securities and Exchange Commission (the "SEC") on November 17, 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.

* Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 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.