UNITED STATES





SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A





[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


(Amendment No. 2)





For the Quarterly Period Ended: September 30, 2012





Commission File Number: 0-17264





Omagine, Inc.


(Exact name of registrant as specified in its charter)





Delaware

20-2876380(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)





350 Fifth Avenue, 48th Floor, New York, N.Y. 10118


(Address of principal executive offices)





(212) 563-4141


(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.


[X] Yes [ ] No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


[X] Yes [ ] No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.




Large accelerated filer
[ ]
Accelerated filer
[ ]Non accelerated filer
[ ]
Smaller reporting company
[X]





Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


[ ] Yes[X] No





As of November 20, 2012, the registrant had outstanding 14,369,041 shares of common stock, par value $.001 per share.







1
 Table of Contents







Omagine, Inc.Table of Contents to Amendment No. 2 to the Quarterly Report on Form 10-QFor the Period Ended September 30, 2012







ITEM

PAGEEXPLANATORY NOTE
2PART I4.
Controls and Procedures
3PART II6.
Exhibits –Exhibit Index
3SIGNATURES
4Exhibit 31










EXPLANATORY NOTE









Omagine, Inc. (the “Company”) is filing this amendment No. 2 on Form 10-Q/A (the “Second Amended Filing”) to amend (i) its report on Form 10-Q for the three and nine month periods ended September 30, 2012 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2012 (the “Original Filing”) and (ii) its report on Form 10-Q/A for the three and nine month periods ended September 30, 2012 filed with the SEC on January 22, 2013 (the “First Amended Filing”).





This Second Amended Filing restates “Item 4, Controls and Procedures” of the Original Filing and the First Amended Filing.





This Second Amended Filing continues to speak as of the date of the Original Filing and except as expressly set forth herein this Second Amended Filing does not update information contained in the Original Filing or the First Amended Filing to reflect facts or events that may have occurred subsequent to the dates of such filings or subsequent to any periods for which disclosure was otherwise provided in such filings.





This Second Amended Filing does not affect the Company’s consolidated financial statements for any period. This Second Amended Filing should be read in conjunction with the Original Filing, the First Amended Filing, and the Company’s Amendment No. 2 on Form 10K/A for the fiscal year ended December 31, 2011 filed with the SEC on January 22, 2013 and the filings made with the SEC subsequent to such filings, including any amendments to such filings.




Because this Second Amended Filing does not include financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







2
 Table of Contents




Item 4                      Controls and Procedures




Management’s Evaluation of Disclosure Controls and Procedures




The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in this report is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Such controls also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.




Under the supervision and with the participation of management, including the Company's chief executive and financial officer, the Company carried out an evaluation of the effectiveness of the design and operation of such disclosure controls and procedures as of the end of the period covered by this report (the “DCP Evaluation”).




On November 15, 2012, the Company concluded that as of September 30, 2012, it was a development stage entity (“DSE”) as that term is defined in ASC 915 as issued by the Financial Accounting Standards Board. At September 30, 2012 the Company had concluded that it was not a DSE. Based on this DCP Evaluation, the Company’s chief executive and financial officer has concluded that our disclosure controls and procedures were ineffective as of September 30, 2012.




Changes in Internal Control Over Financial Reporting




There were no changes during the Company’s last fiscal quarter that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.




PART II OTHER INFORMATION




Item 6.                      Exhibits




The exhibit index below lists the exhibit that is filed as part of this Second Amended Filing.




Exhibit 31
Sarbanes-Oxley 302 certification






3
 Table of Contents





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.




OMAGINE, INC.

(Registrant)DATED:  February 13, 2013
By:
/s/ Frank J. DrohanFRANK J. DROHAN, Chairmanof the Board of Directors, President and Chief Executive and Financial Officer

(Principal Executive Officer and

Principal Financial Officer)By:
/s/ William HanleyWILLIAM HANLEYController and PrincipalAccounting Officer