<PAGE>
                       UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                        FORM 10-Q

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

For the Quarterly Period Ended: September 30, 2009
                                ------------------

Commission File Number: 0-17264
                        -------

                        Omagine, Inc.
    ----------------------------------------------------
   (Exact name of registrant as specified in its charter)


       Delaware                             20-2876380
  -----------------                     -------------------
State or other jurisdiction             (IRS Employer
of incorporation or organization)       Identification No.)


      350 Fifth Avenue, Suite 1103, 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



                              (1)

<PAGE>
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, 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,
or a smaller reporting company.

Large accelerated filer[ ]                  Accelerated filer[ ]

Non-accelerated filer  [ ]          Smaller reporting company[x]



Indicate by 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, 2009, the registrant had outstanding 51,150,713
shares of Common Stock, par value $.001 per share.




















                              (2)

<PAGE>
                     OMAGINE, INC.
                         INDEX

FORWARD-LOOKING STATEMENTS

             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

   CONSOLIDATED BALANCE SHEETS:
   SEPTEMBER 30, 2009 AND DECEMBER 31, 2008

   CONSOLIDATED STATEMENTS OF OPERATIONS:
   THREE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008
   NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
   NINE MONTHS ENDED SEPTEMBER 30, 2009

   CONSOLIDATED STATEMENTS OF CASH FLOWS:
   NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

       NOTES TO FINANCIAL STATEMENTS

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

ITEM 4:  CONTROLS AND PROCEDURES

ITEM 4T: CONTROLS AND PROCEDURES

             PART II - OTHER INFORMATION


ITEM 2:   UNREGISTERED SALES OF EQUITY SECURITIES AND USE
          OF PROCEEDS


ITEM 6:   EXHIBITS

          SIGNATURES

                            (3)


<PAGE>

Forward-Looking Statements

Some of the information contained in this Report may constitute
forward-looking statements or statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations and
projections about future events. The words "estimate", "plan",
"intend", "expect", "anticipate" and similar expressions are
intended to identify forward-looking statements which involve,
and are subject to, known and unknown risks, uncertainties and
other factors which could cause the Company's actual results,
financial or operating performance or achievements to differ
from the future results, financial or operating performance or
achievements expressed or implied by such forward-looking
statements. Projections and assumptions contained and expressed
herein were reasonably based on information available to the
Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are
beyond the Company's control and no assurance can be given that
the assumptions are correct or the projections will be realized.
Potential investors are cautioned not to place undue reliance on
any such forward-looking statements, which speak only as of the
date hereof. The Company undertakes no obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.







                            (4)
<PAGE>
ITEM 1:      FINANCIAL STATEMENTS


<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                            ------------------------------


<CAPTION>
                                           September 30,     December 31,
                                             2009                 2008
        ASSETS                             ---------          ----------
                                          (Unaudited)            Note 1
<S>                                     <C>                 <C>
CURRENT ASSETS:
Cash                                       $  79,631            $ 49,511
Prepaid expenses and other
  current assets                              11,193              40,774
                                            --------            --------
        Total Current Assets                  90,824              90,285
                                            --------            --------
PROPERTY AND EQUIPMENT:
  Office and computer equipment              129,941             129,941
  General plant                               17,800              17,800
  Furniture and fixtures                      15,951              15,951
  Leasehold improvements                         866                 866
                                            --------            --------
                                             164,558             164,558




  Less:  Accumulated depreciation
    and amortization                        (155,185)           (150,719)
                                            --------            --------
                                               9,373              13,839
                                            --------            --------
OTHER ASSETS:

Other assets                                  13,606              13,749
                                            --------            --------

Total Assets                               $ 113,803           $ 117,873
                                            ========            ========






LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Convertible notes payable and accrued
   interest                                $ 306,895           $ 238,728
Accounts payable                             429,448           $ 356,368
Accrued payroll                              272,500              72,500
Due officers and directors                    13,913              26,335
Accrued expenses and other
  current liabilities                         22,184               6,345
                                           ---------            --------
Total Current Liabilities                  1,044,940             700,276
                                            ---------           --------


COMMITMENTS


STOCKHOLDERS' EQUITY:
Preferred stock:
  $0.001 par value
  Authorized - 850,000 shares
    Issued and outstanding - none                -                  -

Common stock:
  $ 0.001 par value
  Authorized:  75,000,000 shares
    Issued and outstanding:
     49,824,739 shares in 2009
     46,387,635 shares in 2008                49,825             46,388
Capital in excess of par value            17,722,930         17,253,221
Retained earnings (deficit)              (18,703,892)       (17,882,012)
                                          ---------          ----------
Total Stockholders' Equity (Deficit)        (931,137)          (582,403)
                                          ----------          ---------
  Total Liabilities and Stockholders'
    Equity                                $  113,803          $ 117,873
                                           =========           ========

<FN>

See accompanying notes to consolidated financial statements.

</FN>
</TABLE>

                             (5)




<PAGE>
<TABLE>
                               OMAGINE, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                           -------------------------------------
                                            (UNAUDITED)                 (UNAUDITED)
<CAPTION>
                                         THREE MONTHS ENDED           NINE MONTHS ENDED
                                            SEPTEMBER 30,               SEPTEMBER 30,
                                      ----------------------      ----------------------
                                          2009          2008         2009          2008
                                          ----          ----         ----          ----
<S>                                 <C>           <C>           <C>         <C>
REVENUES:
Net sales                             $      -      $      -     $       -    $     -
                                        --------     ---------    ----------  ---------
Total revenues                               -             -             -          -
                                        --------     ---------    ----------  ---------
COSTS AND EXPENSES:
Cost of sales                                -             -                        -
Selling, general and administrative      251,156       225,274       799,644    797,810
                                       ---------     ---------     ----------  ---------
Total costs and expenses                 251,156       225,274       799,644    797,810
                                       ---------     ---------     ----------  ---------
Operating income (loss)                 (251,156)     (225,274)     (799,644)  (797,810)
Interest Income                               92           501           124      5,974
Interest Expense                          (7,664)       (1,976)      (22,360)    (1,976)
                                       ---------     ----------    ----------  ----------

NET INCOME (LOSS)                     $ (258,728)   $ (226,749)   $ (821,880) $(793,812)
                                         -------       -------       -------    -------

NET LOSS PER SHARE, BASIC AND DILUTED $   (.01)     $   (.01)     $  (.02)    $   (.02)
                                         -------       -------     --------     -------

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING, BASIC AND DILUTED     48,649,084    45,603,777    47,375,181 45,544,630
                                      ----------    ----------    ---------- ----------


<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>







                                         (6)


















<PAGE>
<TABLE>
                             OMAGINE, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 ----------------------------------------------------------
                                      (UNAUDITED)

<CAPTION>                              Common Stock    Capital in    Retained
                                              Par      Excess of     Earnings
                                    Shares    Value    Par Value     Deficit)
                                 --------------------------------------------------
<S>                             <C>          <C>      <C>           <C>

 Balances At December 31, 2008   46,387,635   $ 46,388  $ 17,253,221   (17,882,012)

 Contribution of Common Stock
    To 401K Plan                    362,500        362        72,138           -

Stock option expense                    -          -          84,246           -

Issuance of Common Stock
    for cash                         10,000         10         1,390

 Sale of Stock Under Stock
    Equity Distribution
    Agreement                     3,064,604      3,065       311,935           -

 Net loss                               -          -             -        (821,880)
                                 ----------   --------  ------------    ---------
Balances At September 30, 2009   49,824,739   $ 49,825  $ 17,722,930   (18,703,892)
                                 ==========     ======    ==========    ==========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                         (7)
<PAGE>
<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                                       Nine Months Ended
                                                                         September 30,
                                                                      ------------------
                                                                      2009          2008
                                                                      ----          ----
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                       $ (821,880)   $(793,812)
  Adjustments to reconcile net loss to net
      cash flows from operating activities:
    Depreciation and amortization                                     4,466        8,186
    Stock based compensation related to stock options                84,246       32,207
    Issuance of common stock for consulting services                    -          7,501
    Issuance of Common Stock for 401K contribution                   72,500          -

  Changes in operating assets and liabilities:
    Prepaid expenses, other current assets and other assets          29,724        9,173
    Accounts payable                                                 73,080       19,078
    Accrued expenses and other current liabilities                   15,839      (36,667)
    Accrued payroll                                                 200,000        1,979
    Accrued interest on convertible notes payable                    18,167        2,034
                                                                   --------      --------
  Net cash flows from operating activities                         (323,858)    (750,321)
                                                                   --------      --------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                                 (12,422)      43,426
  Proceeds from issuance of common stock                            316,400       75,000
  Issuance of convertible notes payable                              50,000          -
                                                                   --------      --------
  Net cash flows from financing activities                          353,978      118,426
                                                                   --------      --------
NET CHANGE IN CASH AND EQUIVALENTS                                   30,120     (631,895)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                            49,511      713,145
                                                                   --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                               $  79,631    $  81,250
                                                                   ========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                 $   1,929    $     -
                                                                   ========      ========
Interest paid                                                     $   4,193    $     -
                                                                   ========      ========
NON-CASH FINANCING ACTIVITIES:
Issuance of convertible notes payable in satisfaction of
  accrued officer payroll                                         $    -       $ 182,015


<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                         (8)
<PAGE>
                OMAGINE, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED (UNAUDITED) INTERIM
                    FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The consolidated balance sheet for Omagine, Inc. ("Omagine" or
the "Company") at the end of the preceding fiscal year has been
derived from the audited balance sheet and notes thereto
contained in the Company's annual report on Form 10-K for the
Company's fiscal year ended December 31, 2008 and is presented
herein for comparative purposes. All other financial statements
are unaudited. In the opinion of management, all adjustments,
which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and
cash flows for all periods presented, have been made.

The results of operations for the interim periods presented
herein are not necessarily indicative of operating results for
the respective full years. As of the date of this report the
Company has one wholly-owned subsidiary through which it
conducts all operations. All inter-company transactions have
been eliminated in the consolidated financial statements.

Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States have been omitted in
accordance with the published rules and regulations of the
Securities and Exchange Commission. These financial statements
should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form
10-K for the fiscal year ended December 31, 2008.

Net Loss Per Share - Loss per share is based upon the weighted-
average number of common shares outstanding during the period
and does not assume the conversion, exercise or contingent
issuance of securities that would have a dilutive effect on loss
per share.

Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its wholly-owned
subsidiaries, Contact Sports, Inc. ("Contact Sports"), Ty-

                            (9)

<PAGE>

Breakers Corp. ("Ty-Breakers") and Journey of Light, Inc.
("JOL"), collectively referred to as the "Company". On March 26,
2008, Contact Sports and Ty-Breakers were merged with and into
Omagine and the remaining companies - Omagine and JOL - are
thereafter  collectively referred to as the "Company". All
intercompany transactions have been eliminated in consolidation.


NOTE 2  - GOING CONCERN AND LIQUIDITY

The Company has incurred significant operating losses, raising
substantial doubt about its ability to continue as a going
concern. The continued existence of the Company is dependent
upon its ability to attain profitable operations or obtain
additional financing.

NOTE 3  - CONVERTIBLE NOTES PAYABLE

On August 22, 2008, the Company issued a total of $232,015 of
convertible notes payable (the "Convertible Notes") to the
Company's president and secretary in satisfaction of $182,015
accrued payroll due them and a $50,000 loan payable due to the
Company's president for a cash loan to the Company made on
August 14, 2008.

The Convertible Notes bear interest at a rate of 8% per annum,
were due February 28, 2009, and both principal and interest are
convertible at the option of the holders into shares of the
Company's common stock at a conversion price of $0.40 per share.
The Convertible Notes are now due upon demand and continue to
accrue interest.

On March 1, 2009 and March 17, 2009, the Company issued a total
of $50,000 of convertible promissory notes ("Promissory Notes")
to three investors in exchange for cash loans to the Company in
the amount of $50,000. The Promissory Notes bear interest at a
rate of 15% per annum, are due February 28, 2010 and March 16,
2010, respectively, and both principal and interest are
convertible at the option of the holders into shares of the
Company's common stock at the conversion price of $0.50 per
share.

                            (10)


<PAGE>

NOTE 4 - COMMON STOCK

In March 2009 the Company issued and contributed 362,500 shares
of Common Stock to all eligible employees of the Omagine, Inc.
401(k) Plan.

In August 2009, the Company sold 10,000 shares of Common Stock
to a Director of the Company at a price of $0.14 per share for
proceeds of $1,400.

From May 12th through September 30th of 2009 the Company issued
a total of 3,064,604 shares of Common Stock for proceeds of
$315,000 under the Standby Equity Distribution Agreement with YA
Global Investments, L.P. (See Note 6)

NOTE 5  - STOCK OPTIONS

The following is a summary of stock option activity for the nine
months ended September 30, 2009:


       Outstanding at January 1, 2009          2,650,000
       Granted and Issued                            -
       Exercised                                     -
       Forfeited/expired/cancelled                   -
                                               ---------

       Outstanding at September 30, 2009       2,650,000
                                               ---------

       Exercisable at September 30, 2009       1,700,000
                                               ---------







Stock options outstanding at September 30, 2009 (all non-
qualified) consist of:



                            (11)
<PAGE>

 Year       Number       Number      Exercise   Expiration
Granted   Outstanding  Exercisable     Price      Date
-------   -----------  -----------   --------   ----------

2001       750,000       750,000     $ .25    August 31, 2011
2005        30,000        30,000     $1.00    June 30, 2010
2005       200,000       200,000     $ .82    December 31, 2011
2007(A)    800,000       480,000     $ .25    March 31, 2017
2007        60,000        60,000     $ .90    October 29, 2012
2008(B)     30,000        20,000     $ .80    December 31, 2012
2008(C)    750,000       150,000     $ .52    September 23, 2018
2008(D)     30,000        10,000     $ .52    September 23, 2013
          --------      --------
Totals   2,650,000     1,700,000
         =========     =========

(A)  The 320,000 unvested options relating to the 2007 grant are
     scheduled to vest 160,000 on April 1, 2010 and 160,000 on
     April 1, 2011.
(B)  The 10,000 unvested options relating to the 2008 grant are
     scheduled to vest January 1, 2010.
(C)  The 600,000 unvested options related to the 2008 grant are
     scheduled to vest 150,000 on September 24, 2010 and then
     150,000 on each September 24 in 2011, 2012 and 2013.
(D)  The 20,000 unvested options relating to the 2008 grant are
     scheduled to vest 10,000 on each September 24 in 2010 and
     2011.

As of September 30, 2009 there was $359,133 of total
unrecognized compensation cost relating to unexpired stock
options. That cost is expected to be recognized $28,082 in 2009,
$110,040 in 2010, $92,498 in 2011, $75,447 in 2012 and $53,066
in 2013.


NOTE 6 - COMMITMENTS

Leases

The Company leases its executive office in New York, N.Y. under
a ten-year lease entered into in February 2003. The Company also
rents warehouse space in Jersey City, New Jersey under a month-
to-month lease. The Company also leases office space in Muscat,

                            (12)
<PAGE>

Oman under a one year lease expiring December 31, 2009. Rent
expense for the nine months ended September 30, 2009 and 2008
was $106,016 and $64,375 respectively.

At September 30, 2009, the minimum future lease payments are as
follows:

2009                                 $  14,200
2010                                    56,800
2011                                    56,800
2012                                    56,800
2013                                     9,466
                                     ----------
Total                                $ 194,066
                                     ==========

Employment Agreements

Omagine is obligated to pay its President and Chief Executive
Officer an annual base salary of $125,000 through December 31,
2010 plus an additional amount based on a combination of net
sales and earnings before taxes.

Omagine had been obligated to employ its Vice-President and
Secretary under an employment agreement which was cancelled.
Provided the Company is successful in signing the Development
Agreement with the Government of Oman for the Omagine Project,
the Company intends to enter into a new employment agreement
with this individual.

Equity Financing Agreement

On December 22, 2008, Omagine entered into a Standby Equity
Distribution Agreement (the "SEDA") with YA Global Investments,
L.P. ("YA"). Pursuant to the terms of the SEDA Omagine may, at
its sole option and upon giving written notice to YA (a
"Purchase Notice"), sell shares of its Common Stock to YA (the
"Shares") at a "Purchase Price" equal to 95% of the lowest daily
volume weighted average price for a share of Omagine's Common
Stock as quoted by Bloomberg, L.P. during the five (5)
consecutive trading days following such Purchase Notice (the
"Pricing Period"). During the term of the SEDA, the Company is
not obligated to sell any Shares to YA but may, at its sole

                            (13)
<PAGE>
discretion, sell that number of Shares valued at the Purchase
Price from time to time in effect that equals five million
dollars ($5,000,000). YA is obligated to purchase such Shares
from the Company subject to certain conditions including (i)
Omagine filing a registration statement with the Securities and
Exchange Commission (the "SEC") to register the Shares
("Registration Statement"), (ii) the SEC declaring such
Registration Statement effective, (iii) periodic sales of Shares
to YA must be separated by a time period equal to the Pricing
Period, and (iv) the amount of any such individual periodic sale
of Shares may not exceed two hundred thousand dollars
($200,000). The Company has filed the Registration Statement
with the SEC and the SEC has declared such Registration
Statement to be effective as of May 1, 2009. The SEDA expires on
April 30, 2011. All sales of Shares pursuant to the SEDA shall
be made at the sole discretion of the Company.

Omagine Project

The Company's proposed Omagine Project is planned to be
developed on one million square meters (equal to approximately
245 acres) of beachfront land facing the Gulf of Oman (the
"Omagine Site") just west of the capital city of Muscat and
nearby Muscat International Airport. The Company is awaiting the
conclusion of negotiations with respect to the Omagine Project
and the signing of a Development Agreement with the Government
of Oman.

The Omagine Project contemplates the integration of cultural,
heritage, educational, entertainment and residential components,
including a theme park and associated exhibition buildings,
shopping and retail establishments, restaurants and several
million square feet of residential development.

NOTE 7 - SUBSEQUENT EVENTS

Between October 1, 2009 and November 16, 2009, the Company sold
1,325,974 shares of its Common Stock to YA pursuant to the SEDA
for total gross proceeds of $105,000.

The Company has evaluated subsequent events through the filing
date of this Form 10-Q and has determined that there were no
additional material subsequent events to recognize or disclose
in these financial statements.

                            (14)
<PAGE>

ITEM 2 -   Management's Discussion and Analysis of Financial
           Condition and Results of Operations

As of the date of this report all of the Company's operations
are conducted through its wholly-owned subsidiary, Journey of
Light, Inc. ("JOL").



Critical Accounting Policies:
-----------------------------
Our financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.
The preparation of these financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. The policies discussed below are
considered by management to be critical to an understanding of
our financial statements because their application places the
most significant demands on management's judgment, with
financial reporting results relying on estimation about the
effect of matters that are inherently uncertain. Specific risks
for these critical accounting policies are described in the
following paragraphs. For all of these policies, management
cautions that future events rarely develop exactly as forecast
and the best estimates routinely require adjustment.

Revenue Recognition. Revenue was recognized at Contact and Ty-
Breakers when goods were shipped to customers from the Company's
outside warehouse. In the event the Company signs a Development
Agreement with the Government of Oman, the Company will
recognize revenue ratably over the development period, measured
by methods appropriate to the services and products provided.


General Statement: Factors that may affect future results
---------------------------------------------------------

With the exception of historical information, the matters
discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations constitute forward-looking

                            (15)

<PAGE>

statements within the meaning of the 1995 Private Securities
Litigation Reform Act that involve various risks and
uncertainties.  Typically, these statements are indicated by
words such as "anticipates", "expects", "believes", "plans",
"could", and similar words and phrases. Factors that could cause
the Company's actual results to differ materially from
management's projections, forecasts, estimates and expectations
include, but are not limited to, the following:


* Failure of the Company's Oman based subsidiary (the "Project
  Company") to sign the Development Agreement with the
  Government of Oman;

* Failure of the Project Company to obtain the necessary
  financing required to design, build and operate the Omagine
  Project;

* Inability of the Company to secure additional financing;

* Unexpected economic or political changes in the United States
  or abroad;

* The imposition of new restrictions or regulations by
  government agencies in the U.S. or abroad that affect the
  Company's business activities.

The present nature of the Company's business is such that it is
not expected to generate revenue until after the occurrence of
an event - the development of the Omagine Project - which, as of
the date hereof, is not certain to occur. Management is
presently examining other possible sources of revenue for the
Company which, subject to the Development Agreement being
executed by the Project Company and the Government of Oman,
may be added to Company's operations.








                            (16)
<PAGE>

JOURNEY OF LIGHT, INC.
----------------------
The Omagine Project
-------------------

The Company is engaged primarily in the business of real estate
development in the country of the Sultanate of Oman ("Oman").

The Company has proposed to the Government of Oman (the
"Government") the development of a real estate and tourism
project (the "Omagine Project") to be developed in Oman by the
Project Company. The Project Company will design, develop, own
and operate the entire Omagine Project.

In accordance with Omani law, during October and November of
2009 the Company has:

     (i)     reserved the name "Omagine LLC" with the Ministry
             of Commerce and Industry ("MOCI"),and

     (ii)    opened a bank account in Bank Muscat in the name of
             Omagine LLC (under formation), and

     (iii)   legally capitalized Omagine LLC by depositing
             twenty thousand Omani Rials (the "Company Capital
             Contribution") into such bank account (equal to
             approximately 52,000 U.S. Dollars), and

     (iv)    filed all documents with MOCI necessary to form
             Omagine LLC, an Omani limited liability company, as
             a wholly owned subsidiary of the Company.

The Company was notified today - November 23, 2009 - by MOCI
that Omagine LLC is now legally formed in Oman as a limited
liability company owned 100% by the Company.

The Company will now reduce its 100% of Omagine LLC by causing
Omagine LLC to sell newly issued shares of its capital stock
to Consolidated Contractors International Company, S.A.L.
("CCIC") and to the three Omani investors in the Project
Company (the "Omani Shareholders"). All proceeds of such sales
of capital stock will belong to Omagine LLC. The Omani
Shareholders are: (i) the Office of Royal Court Affairs, an

                            (17)
<PAGE>
Omani organization representing the interests of His Majesty,
Sultan Qaboos bin Said, the ruler of Oman, ("RCA"), (ii)
Mohammed Nasser Al-Khasibi, an Omani citizen ("MNK"), and (iii)
the Oman Integrated Tourism Projects Fund (the "OITP Fund").
Prior to the signing of the Development Agreement by Omagine LLC
and the Government, the Company, CCIC and the Omani Shareholders
will enter into a "Shareholders Agreement" with respect to,
among other things, their respective investments in Omagine LLC
and the management of Omagine LLC.

The OITP Fund is a $250 million dollar investment fund managed
by Bank Muscat, its designated fund manager. On October 21, 2009
the Omani Union Real Estate Development Company LLC ("ORDC") and
the Company decided that ORDC would not be an investor in
Omagine LLC. On the same day - October 21, 2009 - the Company
made arrangements with the OITP Fund to replace ORDC as an
investor in Omagine LLC on terms identical to those memorialized
in the prior Investor Agreement with ORDC. Because the Company
intends as previously disclosed, to appoint Bank Muscat as the
financial advisor to Omagine LLC, the Company views the
participation of the OITP Fund as an equity investor in Omagine
LLC as a positive event that aligns the interests of a major
investor in Omagine LLC with the interests of the bank that will
be responsible for arranging the all-important project financing
that Omagine LLC will ultimately require.

As presently contemplated, CCIC and the Omani Shareholders (RCA,
MNK and the OITP Fund) will subscribe for and purchase 49.5% of
Omagine LLC for USD $109,367,375. The Company's 100% ownership
of Omagine LLC which it received in return for the Company
Capital Contribution will be reduced to 50.5%. The Company, CCIC
and the Omani Shareholders are referred to herein and in the
Development Agreement as the "Founder Shareholders" of Omagine
LLC.

The agreement which will govern the design, development,
construction, management and ownership of the Omagine Project is
the "Development Agreement". The Company's prior quarterly and
annual reports filed with the Securities and Exchange Commission
("SEC")on Forms 10-K, 10-KSB, 10-Q and 10-QSB have exhaustively
detailed the many delays experienced to date in our efforts to
get the Development Agreement signed with the Government of
Oman. The narrative of these delays is available in such reports
and need not be repeated here.

                            (18)
<PAGE>
The Development Agreement consists of two (2) parts: (i) the
"Main Agreement", and (ii) the "Schedules" to the Main
Agreement.

On September 10, 2009 the Company and the Government agreed on
the entire content of the Main Agreement (the "Accepted DA").

The Government requested the Company to create and deliver the
Schedules to the Government for final review and comment. On
November 11, 2009 the Company's attorneys sent all the Schedules
to the Government for its final review. The Company expects to
review and finalize the Schedules with the Government soon after
the end of the religious holiday of Eid which ends on December
5, 2009.

Upon approval of the Schedules by the Government and the
Company, the Schedules and the Accepted DA will constitute the
final Omagine Development Agreement which will then be signed by
the parties.

All parties have expressed their desire to finalize and sign the
Omagine DA as soon as possible, following the review of the
Schedules by the Government.

The Company presently anticipates that the foregoing process
will result in a fully settled and agreed Development Agreement
ready for printing and signature before the end of 2009, or,
more likely, shortly thereafter.

Management continues to remain reluctant to make predictions in
view of the previously encountered delays, but we are presently
of the opinion that the Company's patient approach to this
process has, and will continue to, yield positive results.


The Company has recently updated its projected financial model
for the Omagine Project and such updated financial model
presently forecasts net positive cash flows for Omagine LLC in
excess of 900 million dollars over the five year period
subsequent to the signing of the Development Agreement with a
net present value of the project in excess of 600 million
dollars.

The date of signing the Development Agreement is entirely in the

                            (19)
<PAGE>

hands of the Government. Based on recent conversations with
Government officials, the Omani Shareholders, and the Company's
attorneys, the Company understands that the Government is
anxious to conclude this matter. Subsequent to the signing of
the Development Agreement, it must be ratified by the Ministry
of Finance ("MOF") on behalf of the Government. Since the MOF
will have approved the DA in advance of it being signed, this is
expected to be a straightforward matter. No signing date for the
Omagine Development Agreement has yet been determined.

Subsequent to execution of the Development Agreement, the
Government, since it will not be a shareholder of the Project
Company, will have significantly less input into the development
of the Omagine Project and will have no control over the Project
Company's day-to-day operations.

The Omagine Project is planned to be developed on one million
square meters (equal to approximately 245 acres) of beachfront
land facing the Gulf of Oman (the "Omagine Site") just west of
the capital city of Muscat and nearby Muscat International
Airport. It is planned to be an integration of cultural,
heritage, educational, entertainment and residential components,
including: a "high culture" interactive theme park containing
seven pearl shaped buildings, each approximately 60 feet in
diameter, associated exhibition buildings, a boardwalk, an open
air amphitheater and stage; open space green areas; a canal and
an enclosed harbor and marina area; associated retail shops and
restaurants, entertainment venues, boat slips, and docking
facilities; two five-star resort hotels and a three or four star
hotel; commercial office buildings; shopping and retail
establishments integrated with the hotels, and several million
square feet of residences to be developed for sale.

The Government will issue a license to the Project Company
designating the Omagine Project as an Integrated Tourism Complex
("ITC") and as such, the Project Company will be allowed to sell
the freehold title to residential properties developed on the
Omagine Site to any person, including any non-Omani person. Non-
Omani persons (such as expatriates living and working in Oman)
are forbidden by law to purchase any land outside of an ITC.

Significant commercial, retail, entertainment and hospitality
elements are also included in the Omagine Project which is

                            (20)
<PAGE>

expected to take about 4 to 5 years to complete.  The Company
plans, over time, to also be in the property management,
hospitality and entertainment businesses.

Consolidated Contractors Group S.A.L. (www.ccc.gr) is a Lebanese
multi-national corporation ("CCG") whose main activities involve
general building contracting services in the Middle East. CCG
employs approximately 125,000 people worldwide and has annual
revenue of approximately $5 billion. Consolidated Contractors
International Company, S.A.L., a Panamanian corporation ("CCIC")
is the investment arm of CCG. Consolidated Contractors Company
Oman, LLC, an Omani limited liability corporation ("CCC") is a
construction company with approximately 6,000 employees in
Oman and is CCG's operating subsidiary in Oman. Neither CCG,
CCIC, CCC nor any of the Omani Shareholders is an affiliate of
the Company.

The date the legally binding documents providing the
construction and project financing for the Omagine Project are
executed by the Project Company and the banks is the "Financial
Closing Date" and such date is expected to occur approximately
six months after the Development Agreement is signed with the
Government. As of the date hereof, the Company has arranged
approximately USD $110 million of equity capital (the "Minority
Equity") for the Project Company via the sale of minority equity
interests totaling 49.5% of the Project Company to: CCIC (12%);
the OITP Fund (20%); RCA (12.5%); and MNK (5%), for a total of
$109.3 million. The Company's verbal agreement with the OITP
Fund and all previous Investor Agreements (other than the
Investor Agreement with ORDC) are presently being reduced to
writings by the Company's attorneys (subscription agreements and
a shareholder agreement) which will be legally binding
agreements when executed. Although the Company expects such
agreements to be executed in the next several weeks, until they
actually are executed, no assurance can be given that they will
be executed.

Other than a nominal amount that the Omani Shareholders will
invest in Omagine LLC prior to signing the DA, seventy-five
percent (75%) of the Minority Equity attributable to the Omani
Shareholders (approximately $45 million) will be paid into the
Project Company over the six month period immediately subsequent
to the signing of the Development Agreement and the remaining

                            (21)
<PAGE>

twenty-five percent (25%) of such Minority Equity attributable
to the Omani Shareholders (approximately $15 million) will be
paid into the Project Company by the Omani Shareholders on the
Financial Closing Date.

Other than a nominal amount that CCIC will invest in Omagine LLC
prior to signing the DA, one hundred percent (100%) of the
Minority Equity attributable to CCIC (approximately $49.4
million) will be paid into the Project Company by CCIC on the
Financial Closing Date.

The Company is not required to contribute anything further to
the Project Company other than the Company Capital Contribution
of approximately $52,000 recently deposited by the Company into
the Omagine LLC bank account at Bank Muscat.

The Company has signed a contract with CCIC regarding (i) its
approximately $49.4 million investment in the Project Company,
and (ii) the appointment of CCC's Omani based subsidiary company
as the general contractor for the construction of the Omagine
Project.

The memoranda of understanding with RCA and MNK which
memorialize the Company's agreements with them as indicated
above (the "MOUs") and the contract with CCIC have in the past
been renewed from time to time as the signing of the Development
Agreement was delayed. The MOUs and the CCIC contract are
collectively referred to as the "Investor Agreements". As of the
date hereof each of the Investor Agreements have expired but all
parties to such Investor Agreements have verbally agreed to
continue them in effect and to comply fully with their
respective terms and conditions. The Company has no plan to sign
an MOU with the OITP Fund. The Company has a verbal agreement
with the OITP Fund with respect to the OITP Fund replacing ORDC
as an investor in the Project Company under the identical terms
and conditions of the previously disclosed MOU with ORDC.
The terms and conditions of the Investor Agreements and the
verbal agreement with the OITP Fund are being incorporated into
a written shareholders' agreement among the Founder Shareholders
("Shareholders' Agreement") presently being prepared and
expected to be completed in the next several weeks. The
Shareholders' Agreement will, among other things, memorialize
the approximately USD $109.3 million combined investment into

                            (22)
<PAGE>

the Project Company by CCIC, the OITP Fund, MNK and RCA.

As previously disclosed, it has been management's experience
that there is no shortage of willing investors or contractors
for the Omagine Project and that continues to be the case.

The above arrangements may be modified but any such modification
is not expected to alter the Company's majority ownership
position of the Project Company nor to materially change the
investment amounts or timing as outlined above.

As presently planned, the Shareholders' Agreement will provide
that the investments by the Omani Shareholders into the Project
Company will be paid to the Project Company in monthly
installments during the period beginning immediately after the
Development Agreement is signed and ending on the Financial
Closing Date. The Investor Agreement with CCIC provides that its
investment into the Project Company will be paid to the Project
Company on the Financial Closing Date. Therefore, as presently
contemplated by the terms of the Investor Agreements with the
Omani Shareholders, the Project Company will not have to wait
for the Financial Closing Date to begin development and final
design of the Omagine Project as it will have the financial
capacity to begin such design and development activities
immediately after the Development Agreement is signed.

The Company presently plans to cause Omagine LLC to hire
Michael Baker Corp.("Baker") as its Program and Project Manager.
Baker is a publicly traded U.S. firm (AMEX: BKR) in the business
of providing program management, engineering, design and
construction management services to a wide variety of clients
including the Department of Defense and several state
governments. No agreement has yet been concluded with Baker for
project management, but the Company has employed Baker through
the feasibility and engineering study phases of the Omagine
Project and anticipates that it will execute an agreement with
Baker soon after the signing of the Development Agreement.

Baker (www.mbakercorp.com) is headquartered in Pittsburgh, PA,
with offices throughout the U.S and abroad and is experienced in
all aspects of design, program management and construction
management for large scale construction and development projects


                            (23)
<PAGE>

of the magnitude of the Omagine Project. Baker has significant
program management and construction management contracts with
the United States military worldwide - including in the Middle
East.

The Company has moved into the final selection process for
interpretive designers, entertainment content and visitor
experience designers to be hired by the Project Company. The
candidates have been narrowed to a short list of professional
companies. One or more of such companies ("Content Developers")
will be engaged by the Project Company to transform Omagine's
high level strategic vision for the Pearl structures and
surrounding areas into physical places offering emotional,
physical and intellectual interactions . Each of the prospective
candidates has serviced a diverse client base, including theme
parks, museums, zoos, aquariums and other such complex
entertainment centers around the world, including in the Middle
East.

In order to move into the actual development stage of the
Omagine Project, the Project Company and the Government must
first sign the Development Agreement. The Company and the
Founder Shareholders are closely following this matter, and
although this process has often been delayed to date, management
and the Founder Shareholders remain confident that attainment of
the ultimate objective of signing the Development Agreement with
the Government is now imminent - although the precise date for
such signing is not possible  to predict at this time.

Notwithstanding the foregoing, no assurance can be given at this
time that the Development Agreement actually will be signed.

As presently contemplated, at the Financial Closing Date,
the Company will own 50.5% of the Project Company, CCIC will own
12% and the remaining 37.5% of the Project Company will be owned
by the Omani Shareholders, RCA, MNK and the OITP Fund. The
Government will not own any part of the Project Company.

Assuming the foregoing therefore, the financial results of the
Project Company will be consolidated with the financial results
of the Company in such manner as to reflect the Company's
presently anticipated 50.5% majority ownership of the Project
Company. It is expected therefore that beginning after the

                            (24)
<PAGE>

signing of the DA the Company will - on a consolidated basis -
experience a monthly increase in net worth culminating in an
aggregate increase in net worth of approximately USD $55 million
on the Financial Closing Date as a result of the approximately
USD $110 million capitalization of the Project Company. The
Project Company's capital as well as its proceeds from the sales
of residential units and from bank borrowings will be utilized
by it to develop the Omagine Project. The Project Company's
ongoing financial results will continue to be consolidated with
the Company's results as appropriate.

The Company has been, and is now accelerating the preparation
for its anticipated future business activities in various ways
including but not limited to: (i) recruiting various executive
level personnel that will be required to ramp up
organizationally for the Omagine Project, (ii) negotiating
initial contracts with the major vendors, contractors and
financial institutions proposed to be involved in the Omagine
Project, (iii) arranging the appropriate and required legal,
accounting, tax and other professional services both in Oman and
the U.S., (iv) examining various tax structures, (v) reviewing
and complying (to the extent we are presently able) with the
listing requirements of various stock exchanges so we may be
prepared to apply for such listing(s) subsequent to the
Financial Closing Date, (vi) examining various other matters we
believe will enhance shareholder value subsequent to the
Financial Closing Date (including but not limited to hiring an
in-house Investor Relations manager to enhance our presently
modest public relations efforts), (vii) other matters related to
our shares of Common Stock and to enhancing shareholder value
(See: "LIQUIDITY AND CAPITAL RESOURCES"), and (viii) examining
other potential Company revenue streams which are ancillary to,
and derivative of, the Omagine Project.

As presently contemplated, Bank Muscat, Oman's largest financial
institution, will be hired by Omagine LLC to arrange all of the
necessary construction and other financing for the Omagine
Project ("Construction Financing"). The Company has an MOU with
Bank Muscat regarding project financing and financial advisory
services (the "Bank Muscat Agreement"). The Bank Muscat
Agreement expired in November 2008 but Bank Muscat has verbally
agreed that it will be the Company's financial advisor if the
Company so desires.

                            (25)
<PAGE>

While the project financing environment is challenging at the
present moment given the worldwide bank liquidity issues,
management has been in contact with Bank Muscat on a regular
basis regarding the financing of the Omagine Project and Bank
Muscat has indicated that it expects the project finance market
to be substantially more stable when the Project Company will be
seeking such financing on the Financial Closing Date. Based upon
local newspaper reports and conversations with Bank Muscat
officials, management believes that the Omani banks have very
little exposure to the sub-prime market problems afflicting
other financial institutions outside Oman. Management and the
Project Company's prospective Omani bankers and partners are of
the opinion that the present financial market turmoil is
expected to increase the Project Company's cost of borrowing but
otherwise have no material effect or impact on the Omagine
Project. The Company views Bank Muscat's decision to have the
OITP Fund become an equity investor in the Project Company as a
positive indicator of Bank Muscat's opinion with respect to the
likely availability to the Project Company of the necessary
Construction Financing.

The Company expects, based on present assumptions which are
subject to modification, that the development costs (including
the costs for design, construction management, program
management and construction) for the entire Omagine Project will
be less than the approximately $1.6 billion dollars that it had
heretofore budgeted for such work.

The present nature of the Company's business is such that it is
not expected to generate revenue until after the occurrence of
an event - the signing of the Development Agreement for the
Omagine Project - which, as of the date hereof, is not certain
to occur. Moreover, revenues from real estate development
associated with the Omagine Project are not expected to occur
until subsequent to the Financial Closing Date. The Company is
planning to enter businesses other than real estate development
- and ancillary to the Omagine Project - subsequent to signing
the Development Agreement and expects to generate ongoing
revenue streams from such businesses, but no projections of the
amount of such revenue, if any, can be made at this time.

Notwithstanding the positive nature of the foregoing "forward
looking statements", no assurances can be given at this time

                            (26)
<PAGE>

that the Development Agreement will actually be signed or that
the Financial Closing Date will actually occur.

All "forward looking statements" contained herein are subject
to, known and unknown risks, uncertainties and other factors
which could cause the Project Company's and the Company's actual
results, financial or operating performance or achievements to
differ from management's projections for them as expressed or
implied by such forward-looking statements. Projections and
assumptions contained and expressed herein are based on
information available to the Company at the time so furnished
and as of the date of this report and are, in the opinion of
management, reasonable. All such projections and assumptions are
subject to significant uncertainties and contingencies, many of
which are beyond the Company's control, and no assurances can be
given that the projections will be realized. Potential investors
are cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof.

The Company filed trademark applications with the United States
Patent and Trademark Office ("USPTO") in March 2008 for the mark
OMAGINE and related marks (collectively, the "Marks"). This
USPTO filing created "Priority Applications" for filing such
Marks with the Sultanate of Oman and many other foreign
countries. The Company has filed trademark applications in Oman
and Kuwait within the applicable time period required.

The mark OMAGINE and one of five of the related Marks have
successfully passed the opposition period and the USPTO has
issued "Notice(s) of Allowance" to each application. A Notice of
Allowance signals that the applications have completed the
examination process and will be approved for registration upon
the filing of a valid "Statement of Use" attesting that the
respective marks are in commercial use. Following acceptance of
the Statement of Use by the USPTO each respective application
will mature to full registration permitting use of the
registered (r) designation. This process remains ongoing.

Omagine's website is www.omagine.com and a dedicated investor
relations hub for Omagine and the Omagine Project may be found
at www.agoracom.com/IR/Omagine.



                            (27)
<PAGE>

RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30, 2009 vs.
THREE MONTHS ENDED SEPTEMBER 30, 2008

The Company had no revenue in the third quarter of 2009
and 2008.

Selling, general and administrative expenses were $251,156 in
the third quarter of 2009, compared to $225,274 in the third
quarter of 2008. This increase of $25,882 (12%) was primarily
attributable to increased stock option expense of $17,346,
increased Directors fees of $10,500, increased rent expense of
$13,628, and increased legal fees of $6,423,offset by decreased
fringe benefits of $10,730, and decreased stockholder relations
fees of $10,982.

The Company experienced a net loss of $258,728 during the third
quarter of 2009 as compared to a net loss of $226,749 during the
same period in the previous fiscal year. This $31,979 (14%)
increase in the Company's net loss is attributable to increases
in general and administrative costs mentioned above.

The Company will need to generate revenue in order to attain
profitability. The present nature of the Company's business is
such that it is not expected to generate revenue until after the
development of the Omagine Project is significantly underway, an
event which, as of the date hereof, is not certain to occur.

The Company will need to raise additional capital and/or secure
additional financing in order to execute its presently conceived
business plan with respect to the Omagine Project.

No capital expenditures were incurred during the quarterly
period ended September 30, 2009. Depending upon the outcome of
current negotiations and the availability of resources, the
Company may incur significant expenses related to capital
expenditures in the future.

NINE MONTHS ENDED SEPTEMBER 30, 2009 vs.
NINE MONTHS ENDED SEPTEMBER 30, 2008

The Company had no revenue for the first nine months of 2009 and

                            (28)
<PAGE>

2008.

Selling, General and Administrative expenses were $799,644
during the first nine months of 2009 compared to $797,810 in the
first nine months of 2008. This increase of $1,834 was primarily
attributable to increases in stock option expense of $52,039,
increased pension expense of $72,500,increased director's fees
of $10,500,increased consulting fees of $15,251,and increased
rent expense of $41,640,which were offset by decreases in fringe
benefits of $30,950,decreased legal fees of $60,277,decreased
stockholder relations fees of $19,099 and decreased travel
expenses of $77,230.

The Company sustained a net loss of $821,880 during the first
nine months of 2009 as compared to $793,812 in the first nine
months of 2008. This $28,068 (4%) increase in the Company's loss
was primarily attributable to the increased Selling, General and
Administrative expenses mentioned above and the $20,384 increase
in interest expense.

LIQUIDITY AND CAPITAL RESOURCES:

The Company incurred net losses of $1,307,630, $1,043,190 and
$767,951 in its fiscal years 2008, 2007 and 2006, respectively.
The Company's net loss for the nine months ended September 30,
2009 was $821,880. During the nine months ended September 30,
2009, the Company experienced an increase in cash of $30,120.
At September 30, 2009, the Company had a working capital deficit
of $954,116, compared to a working capital deficit of $609,991
at December 31, 2008. The $344,125 increased deficit in working
capital is attributable primarily to the increase in convertible
notes and accrued interest payable of $68,167, the increase in
accounts payable of $73,080 and the increase in accrued payroll
of $200,000. Of the $1,044,940 of current liabilities at
September 30, 2009, $477,379 (46%) represents amounts due to
officers and directors.

The failure of the Company to sign the Development Agreement for
the Omagine Project will significantly affect the Company's
ability to continue operations.

In order to secure additional funding to continue to implement
its business plan the Company signed a five million dollar

                            (29)
<PAGE>

($5,000,000) Standby Equity Distribution Agreement ("SEDA") with
YA Global Investments, L.P. ("YA") on December 22, 2008.

Pursuant to the SEDA's terms Omagine may, at its sole option and
upon giving a "Purchase Notice", sell shares of its Common Stock
to YA (the "Shares") at a "Purchase Price" equal to 95% of the
lowest daily volume weighted average price for a share of
Omagine's Common Stock as quoted by Bloomberg, L.P. during the
five (5) consecutive trading days following such Purchase Notice
(the "Pricing Period"). During the term of the SEDA, the Company
is not obligated to sell any Shares to YA but may, in its sole
discretion, sell that number of Shares valued at the Purchase
Price from time to time in effect that equals five million
dollars ($5,000,000). YA is obligated to purchase such Shares
from the Company subject to certain conditions including (i)
Omagine filing a Registration Statement with the SEC to register
the Shares, (ii) the SEC declaring such Registration Statement
effective, (iii) periodic sales of Shares to YA must be
separated by a time period equal to five trading days, and (iv)
the amount of any single such periodic sale of Shares may not
exceed two hundred thousand dollars ($200,000). All sales of
Shares pursuant to the SEDA shall be made at the sole discretion
of the Company. The Company has filed the Registration Statement
with the SEC and the SEC has declared such Registration
Statement to be effective as of May 1, 2009.

 The SEDA expires on April 30, 2011.

The Company's original plan was to put the SEDA in place and
utilize it only after the Development Agreement was signed (at
which time presumably the Purchase Price would be higher and the
number of Shares sold lower). Two factors however have changed
this plan:

     (1)  delays in the signing of the Development Agreement,
          and

     (2)  the Company's obligation to capitalize the Project
          Company prior to the signing of the Development
          Agreement by paying the Company Capital Contribution.

From May 1, 2009 to June 30, 2009 the Company sold 542,792
shares of its Common Stock to YA pursuant to the SEDA for total

                            (30)
<PAGE>

gross proceeds of $65,000. From July 1, 2009 to September 30,
2009 the Company sold 2,521,812 shares of its Common Stock for
total gross proceeds of $250,000.From October 1, 2009 to the
date hereof, the Company sold 1,325,974 shares of its Common
Stock to YA pursuant to the SEDA for total gross proceeds of
$105,000.

Management is of the opinion that these sales of Common Stock
pursuant to the SEDA prior to the signing of the Development
Agreement have exerted downward pressure on the market price of
the Company's Common Stock. Management is presently examining
various ways to attain the funding sufficient to accomplish its
primary objectives of (i) getting the Development Agreement
signed, (ii) postponing utilization of the SEDA until after the
DA is signed, and (iii) preventing further unnecessary dilution
to its present shareholders.



ITEM 4:  CONTROLS AND PROCEDURES

The Company carried out an evaluation under the supervision and
participation of management, including the Company's chief
executive and financial officer, of the effectiveness as of the
end of the period covered by this report of the design and
operation of the Company's disclosure controls and procedures
that 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 (an "Evaluation"). Disclosure controls
and procedures include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by the Company in this report 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.

Based upon that Evaluation, the Company's chief executive and
financial officer concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2009.
The Evaluation did not identify the occurrence of any change in
the Company's internal control over financial reporting during

                            (31)
<PAGE>

the third quarter of fiscal 2009 that materially affected or is
reasonably likely to materially affect, the Company's internal
control over financial reporting.

The Company is a non-accelerated filer and is required to comply
with the internal control reporting and disclosure requirements
of Sections 404 and 302 of the Sarbanes-Oxley Act for fiscal
years ending on or after December 15, 2007.

The Company adopted and is presently utilizing a web-based
software solution provided by an unaffiliated third party to
automate and streamline its Sarbanes-Oxley compliance program.

The product enables the Company to document and assess the
design of controls, track the testing of their effectiveness and
easily locate and remedy any deficiencies. The Company pays an
annual fee for unlimited access to the web-based Platform (the
"Agreement"). The Agreement automatically renews each February
for subsequent one year periods, unless the Company notifies the
software supplier of its intention not to renew such Agreement.

There have been no significant changes in the Company's internal
controls or other factors which could significantly affect
internal controls subsequent to the date of the Evaluation.

ITEM 4T:  CONTROLS AND PROCEDURES

This report does not include an attestation report of the
Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not
subject to attestation by the Company's registered public
accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only
management's report in this report.


                    PART II   -   OTHER INFORMATION


ITEM 2.    Unregistered Sales of Equity Securities and Use
           of Proceeds.

In August 2009, the Company sold 10,000 shares of Common Stock

                            (32)
<PAGE>
to a Director of the Company at a price of $0.14 per share for
proceeds of $1,400 which was used for working capital purposes.


ITEM 6.    Exhibits

 (a)       Exhibits numbered in accordance with Item 601(a) of
           Regulation S-K


Exhibit
Numbers                Description
-------                -----------

3(i)              Certificate of Incorporation of the
                  Company (1)

3(ii)             By-laws of the Company (1)

3.1               Amendments to the Certificate of
                  Incorporation of the Company (1)(2)(3)

31.1              Sarbannes-Oxley 302 certification *

32.2              Sarbannes-Oxley 1350 certification *



*  Filed herewith

(1)  Previously filed with the Securities and Exchange
Commission on November 18, 2005 as an exhibit to the Company's
quarterly report on Form 10-QSB for the period ended September
30, 2005 and incorporated herein by reference thereto.

(2)  Previously filed with the Securities and Exchange
Commission on June 25, 2007 as an exhibit to the Company's
current Report on Form 8-K and incorporated herein by reference
thereto.

(3)  Previously filed with the Securities and Exchange
Commission on April 14, 2008 as an exhibit to the Company's
Report on Form 10-KSB for the fiscal year ended December 31,
2007 and incorporated herein by reference thereto.

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<PAGE>



                      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 thereunto duly authorized.



DATED:  November 23, 2009


                  Omagine, Inc.


           By:     /s/ Frank J. Drohan
                 ----------------------
                 FRANK J. DROHAN, Chairman
                 of the Board of Directors,
                 President and Chief
                 Executive and Financial Officer
                 (Principal Executive Officer and
                  Principal Financial Officer)


         By:      /s/ William Hanley
                  -----------------------
                  William Hanley
                  Controller and Principal
                    Accounting Officer



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