<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, 2010
                                ------------------

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 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,
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 October 14, 2010, the Registrant had outstanding
11,988,116 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, 2010 AND DECEMBER 31, 2009

    CONSOLIDATED STATEMENTS OF OPERATIONS:
    THREE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009

    NINE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009

    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
     NINE MONTHS ENDED SEPTEMBER 30, 2010
     CONSOLIDATED STATEMENTS OF CASH FLOWS:
     NINE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009

    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 5:  OTHER INFORMATION

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,
                                             2010                 2009
        ASSETS                             ---------          ----------
                                          (Unaudited)            Note 1
<S>                                     <C>                 <C>
CURRENT ASSETS:
Cash                                       $ 209,900           $ 155,821
Prepaid expenses and other
  current assets                               1,400                 -
                                            --------            --------
        Total Current Assets                 211,300             155,821
                                            --------            --------
PROPERTY AND EQUIPMENT:
  Office and computer equipment              131,412             131,412
  General plant                               17,800              17,800
  Furniture and fixtures                      15,951              15,951
  Leasehold improvements                         866                 866
                                            --------            --------
                                             166,029             166,029
  Less:  Accumulated depreciation
    and amortization                        (159,811)           (156,968)
                                            --------            --------
                                               6,218               9,061
                                            --------            --------
OTHER ASSETS:

Other assets                                  13,361              13,606
                                            --------            --------

Total Assets                               $ 230,879           $ 178,488
                                            ========            ========






LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Convertible notes payable and accrued
   interest                                $ 509,627           $ 313,464
Accounts payable                             464,929           $ 455,724
Accrued payroll                              394,500             327,000
Due officers and directors                    11,494              10,153
Accrued expenses and other
  current liabilities                         44,370              27,731
                                           ---------            --------
Total Current Liabilities                  1,424,920           1,134,072
                                           ---------            --------



COMMITMENTS



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

Common stock:
  $ 0.001 par value
  Authorized:  50,000,000 shares
    Issued and outstanding:
     11,988,116 shares in 2010
     10,660,904 shares in 2009                11,988             10,661
Capital in excess of par value            18,731,379         18,030,176
Retained earnings (deficit)              (19,937,408)       (18,996,421)
                                          ----------         ----------
Total Stockholders' Equity (Deficit)      (1,194,041)          (955,584)
                                          ----------          ---------
  Total Liabilities and Stockholders'
    Equity                                $  230,879          $ 178,488
                                           =========           ========

<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,
                                      ----------------------      ----------------------
                                          2010          2009         2010          2009
                                          ----          ----         ----          ----
<S>                                 <C>           <C>           <C>         <C>
REVENUES:
Net sales                             $      -      $      -     $       -    $     -
                                        --------     ---------    ----------  ---------
Total revenues                               -             -             -          -
                                        --------     ---------    ----------  ---------
COSTS AND EXPENSES:
Cost of sales                                -             -             -          -
Selling, general and administrative      315,802       251,156       915,791    799,644
                                       ---------     ---------     ----------  ---------
Total costs and expenses                 315,802       251,156       915,791    799,644
                                       ---------     ---------     ----------  ---------
Operating income (loss)                 (315,802)     (251,156)     (915,791)  (799,644)
Interest Income                              -              92           -          124
Interest Expense                          (9,560)       (7,664)      (25,196)   (22,360)
                                       ----------    ----------    ----------  ---------

NET INCOME (LOSS)                     $ (325,362)   $ (258,728)   $ (940,987) $(821,880)
                                       ---------     ---------      ---------  ---------

NET LOSS PER SHARE, BASIC AND DILUTED $   (.03)     $   (.03)     $  (.08)    $   (.09)
                                         -------       -------     --------     -------

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING, BASIC AND DILUTED     11,945,631     9,729,816    11,583,327  9,475,036
                                      ----------    ----------    ---------- ----------


<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, 2009   10,660,904   $ 10,661  $ 18,030,176  $(18,996,421)

 Contribution of Common Stock
   to 401K Plan                    289,996        290        72,210           -

 Stock option expense                   -          -          82,530           -

 Sale of Common Stock for
   Cash                             217,464        218       149,782           -

 Issuance of Common Stock in
   Payment of salaries payable       82,305         82        99,918

Issuance of Common Stock for
  Stockholder Investor Relations    118,750        118        47,382

 Sale of Stock Under Stock
   Equity Distribution
   Agreement                        618,697        619       249,381           -

 Net loss                              -           -             -        (940,987)
                                 ----------   --------    ----------    -----------
 Balances At September 30, 2010  11,988,116   $ 11,988  $ 18,731,379  $(19,937,408)
                                 ==========     ======    ==========    ==========

<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,
                                                                      ------------------
                                                                      2010          2009
                                                                      ----          ----
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                       $ (940,987)   $(821,880)
  Adjustments to reconcile net loss to net
      cash flows from operating activities:
    Depreciation and amortization                                     2,843        4,466
    Stock based compensation related to stock options                82,530       84,246
    Issuance of Common Stock for 401K contribution                   72,500       72,500
    Issuance of common stock for stockholder investor
      relations                                                      47,500          -
    Issuance of Common Stock in payment of salaries payable         100,000          -
 Changes in operating assets and liabilities:
    Prepaid expenses, other current assets and other assets          (1,155)      29,724
    Accounts payable                                                  9,205       73,080
    Accrued expenses and other current liabilities                   16,639       15,839
    Accrued payroll                                                  67,500      200,000
    Accrued interest on convertible notes payable                    21,163       18,167
                                                                   --------     --------
                                                                   (522,262)    (323,858)
                                                                   --------     --------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                                   1,341     (12,422)
  Proceeds from sales of common stock                               400,000      316,400
  Issuance of convertible notes payable                             175,000       50,000
                                                                   --------      --------
  Net cash flows from financing activities                          576,341      353,978
                                                                   --------      --------
NET CHANGE IN CASH AND EQUIVALENTS                                   54,079       30,120

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                           155,821       49,511
                                                                   --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                               $ 209,900    $  79,631
                                                                   ========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                 $   3,031    $   1,929
                                                                   ========      ========
Interest paid                                                     $   4,033    $   4,193
                                                                   ========      ========
<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, 2009 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 two wholly-owned subsidiaries, Journey of Light,
Inc. and Omagine LLC 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, 2009.

Earnings(Loss)Per Share - Basic earnings (loss) per share is
based upon the weighted-average number of common shares
outstanding during the period. Diluted earnings (loss) per share
is based upon the weighted-average number of common shares and
dilutive securities (such as stock options and convertible
securities) outstanding. Dilutive securities having an anti-
dilutive effect on diluted earnings (loss) per share are
excluded from the calculation.

For the nine months ended September 30, 2010 and 2009 diluted

                           (9)
<PAGE>
shares outstanding excluded the following dilutive securities
as the effect of their inclusion on diluted earnings (loss) per
share would be anti-dilutive.

                                      Shares Issuable
                                     Nine Months Ended
                                       September 30,
                                    ------------------
                                     2010        2009
                                     ----        ----

Convertible Notes                  116,008     116,008

Convertible Promissory Notes        90,000      20,000

Stock Options                      404,000     276,000
                                   -------     -------
Total Shares                       610,008     412,008
                                   -------     -------


Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its two wholly-
owned subsidiaries, Journey of Light, Inc. ("JOL") and Omagine
LLC ("LLC"), a foreign corporation which was organized by the
Company in the Sultanate of Oman. LLC is presently owned 95% by
Omagine and 5% by JOL. Negotiations with the prospective LLC
shareholders are ongoing but as of the date hereof (i) JOL's 5%
ownership is expected to be transferred to Omagine, Inc., and
(ii) thereafter Omagine, Inc.'s percentage ownership of LLC is
expected to be reduced to a number between 50.5% and 70.5% via
the sale of newly issued LLC common stock to three minority
investors who are expected to purchase an aggregate of between
29.5% and 49.5% of LLC for a total aggregate investment of $77.3
million. All intercompany transactions have been eliminated in
consolidation.


NOTE 2  - GOING CONCERN AND LIQUIDITY

At September 30, 2010, the negative working capital of the
Company was $1,213,620. Further, the Company incurred net losses
of $940,987 and $1,114,409 for the nine months ended September
30, 2010 and for the year ended December 31, 2009 respectively.

                           (10)
<PAGE>
These factors raise substantial doubt about its ability to
continue as a going concern. The continued existence of the
Company is dependent upon its ability to execute its business
plan and attain profitable operations, or obtain additional
financing.

NOTE 3  - CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST

Convertible notes payable and accrued interest consist of:

                                    September 30,   December 31,
                                        2010           2009
                                      ---------     ------------
Due to the president of the Company,
  interest at 8%, due on demand,
  convertible into common stock at
  a conversion price of $2.00 per
  share:
    Principal                         $ 192,054     $ 192,054
    Accrued interest                     32,412        20,921

Due to the secretary of the Company,
  interest at 8%, due on demand,
  convertible into common stock at
  a conversion price of $2.00 per
  share:
    Principal                            39,961        39,961
    Accrued interest                      6,744         4,353

Due to investors, interest at 15%,
  due on demand, convertible
  into   common stock at a conversion
  price of $2.50 per share:
    Principal                            50,000        50,000
    Accrued interest                     11,785         6,175

Due to investors, interest at 10%,
  due from July 27, 2011 to September
  16, 2011, convertible into common
  stock at a conversion price of
  $2.50 per share:
    Principal                           175,000           -
    Interest                              1,671           -
                                      ---------     ---------
Totals                                $ 509,627     $ 313,464
                           (11)
<PAGE>

NOTE 4 - COMMON STOCK

In March 2009, the Company issued and contributed a total of
72,500 shares of Common Stock to all eligible employees of the
Omagine, Inc. 401(k) Plan.

In August 2009, the Company sold 2,000 shares of Common Stock to
a Director of the Company at a price of $0.70 per share for
proceeds of $1,400.

From May through December of 2009 the Company issued a total of
1,308,877 shares of Common Stock for proceeds of $555,000 under
the Standby Equity Distribution Agreement with YA Global
Investments, L.P. (See Note 6).

In March 2010, the Company issued and contributed a total of
289,996 shares of Common Stock to all eligible employees of the
Omagine, Inc. 401(k) Plan.

From March through June of 2010, the Company issued a total
of 618,697 shares of Common Stock for proceeds of $250,000 under
the Standby Equity Distribution Agreement with YA Global
Investments L.P. (See Note 6).

In June 2010, the Company issued a total of 118,750 shares of
Common Stock in payment of debts totaling $47,500.

In July 2010, the Company sold a total of 217,464 shares of
Common Stock for proceeds of $150,000.

In July 2010, the Company issued 82,305 shares of Common Stock
in payment of salaries payable totaling $100,000.

On December 29, 2009 Omagine's stockholders authorized the
Company to effect a 1-for-100 reverse split of the number of
shares of the Company's Common Stock followed immediately by a
20-for-1 forward split of the number of shares of the Company's
Common Stock (collectively, the "Stock Splits"). The Stock
Splits were effected on December 30, 2009 and resulted in a
reduction of 42,643,614 in the number of shares of Common Stock
issued and outstanding immediately prior to the Stock Splits.
The result of the foregoing was that as of December 31, 2009 the
Company had 10,660,904 shares of its Common Stock issued and

                           (12)
<PAGE>

outstanding. The shareholders also authorized the Company to set
the number of shares of Common Stock it shall be authorized to
issue at 50,000,000 shares. The accompanying financial
statements have been retroactively adjusted to reflect the Stock
Splits.


NOTE 5  - STOCK OPTIONS

The following is a summary of stock option activity for the nine
months ended September 30, 2010:

       Outstanding at January 1, 2010       530,000
       Granted and Issued                     4,000
       Exercised                                -
       Forfeited/expired/cancelled           (6,000)
                                          ---------
       Outstanding at September 30, 2010    528,000
                                          ---------

       Exercisable at September 30, 2010    404,000
                                          ----------



Stock options outstanding at September 30, 2010 (all non-
qualified) consist of:

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

2001       150,000       150,000     $1.25    August 31, 2011
2005        40,000        40,000     $4.10    December 31, 2011
2007(A)    160,000       128,000     $1.25    March 31, 2017
2007        12,000        12,000     $4.50    October 29, 2012
2008         6,000         6,000     $4.00    December 31, 2012
2008(B)    150,000        60,000     $2.60    September 23, 2018
2008(C)      6,000         4,000     $2.60    September 23, 2013
2010         4,000         4,000     $0.51    June 30, 2015
          --------      --------
Totals     528,000       404,000
         =========     ==========

                            (13)
<PAGE>

(A)  The 32,000 unvested options relating to the 2007 grant are
     scheduled to vest on April 1, 2011.
(B)  The 90,000 unvested options relating to the 2008 grant are
     scheduled to vest 30,000 on each September 24 in 2011, 2012
     and 2013.
(C)  The 2,000 unvested options relating to the 2008 grant are
     scheduled to vest on September 24, 2011.

As of September 30, 2010 there was $248,521 of total
unrecognized compensation cost relating to unexpired stock
options. That cost is expected to be recognized $27,510 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,
Oman under a one year lease expiring December 31, 2010. Rent
expense for the nine months ended September 30, 2010 and 2009
was $108,822 and $106,016 respectively.

At September 30, 2010, the minimum future lease payments are as
follows:

2010                                 $  14,200
2011                                    56,800
2012                                    56,800
2013                                     9,466
                                     ----------
Total                                $ 137,266
                                     ==========

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.

                            (14)
<PAGE>

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
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

                            (15)
<PAGE>

"Omagine Site") just west of the capital city of Muscat and
nearby Muscat International Airport. The Project Company has
concluded negotiations with the Government of Oman with respect
to the Omagine Project and is awaiting the signing of a
Development Agreement with the Government.

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

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



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 subsidiaries, Journey of
Light, Inc. ("JOL") and Omagine LLC ("LLC").



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 revenue 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

                            (16)
<PAGE>

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.  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
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, Omagine LLC
 (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;

                            (17)
<PAGE>
* 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, may be added to Company's
operations.


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
Omagine LLC (the "Project Company"). Omagine LLC was formed in
Oman as a limited liability company on November 23, 2009 and is
presently 100% owned by the Company and it will design, develop,
own and operate the entire Omagine Project.

The agreement between the Government and Omagine LLC which will
govern the design, development, construction, management and
ownership of the Omagine Project is the "Development Agreement"
("DA"). The DA will be the contract between the Government of
Oman and Omagine LLC. As of the date hereof, no date has been
set for the signing of the Development Agreement.

We anticipate that the Omagine Project will 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" theme park containing
seven pearl shaped buildings, each approximately 60 feet in
diameter, associated exhibition buildings, a boardwalk; an open

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<PAGE>
air amphitheater and stage; open space green areas; a canal and
enclosed harbor and marina area; associated retail shops and
restaurants, entertainment venues, boat slips, and docking
facilities; a five-star resort hotel, a four star resort hotel
and possibly an additional three or four star hotel; commercial
office buildings; shopping and retail establishments integrated
with the hotels, and approximately two thousand residences to be
developed for sale.

Significant commercial, retail, entertainment and hospitality
elements are also included in the Omagine Project and the
Company plans over time to also be in the property management,
hospitality and entertainment businesses. The Omagine Project is
presently expected to take about 5 years to complete.

Pursuant to the Development Agreement as presently contemplated,
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 not permitted by Omani law to purchase any land in
Oman outside of an ITC.

On June 9, 2010 the Ministry of Tourism of the Sultanate of Oman
("MOT") approved the proposed Development Agreement between the
Government and Omagine LLC.

In October 2010 the proposed Development Agreement was approved
by the Ministry of Finance of the Sultanate of Oman ("MOF").

The final step in the Government approval process is the
approval of the DA by the Ministry of Legal Affairs ("MOLA").
Since representatives of MOLA were involved in the DA
negotiation process, management expects the official approval
from MOLA to be forthcoming quickly. Before MOLA can review and
approve the DA however, the Project Company must conclude its
ongoing negotiations with its proposed new shareholders and
register them with the Ministry of Commerce and Industry
("MCI").

The Omani Integrated Tourism Projects Fund (the "Fund") is an
investment fund managed by Bank Muscat. The Company and the Fund

                              (19)
<PAGE>
have had an agreement for several years with respect to the Fund
becoming an investor in Omagine LLC. The tenor - or life - of
the Fund is seven years from inception and now because of the
extensive delays experienced in finalizing the DA, the Fund
finds itself in the position that its tenor will in all
likelihood expire before the Omagine Project will be finished.
In August 2010 the Fund requested the Company to suggest an
investment structure which would give the Fund an exit by
November 2014 for its proposed investment.

The Office of Royal Court Affairs ("RCA") is another proposed
investor in Omagine LLC. RCA represents the interests of His
Majesty, Sultan Qaboos bin Said, the ruler of Oman. RCA owns
approximately 30% of Bank Muscat and is the major investor in
the Fund.

For the past several months management has been in intensive
discussions and negotiations with the Fund, Bank Muscat and RCA
in an attempt to accommodate all parties' interests and
concerns. These discussions and negotiations are now in their
final stage and the present indication - subject always to a
final written agreement - is that: (i) RCA will have a greater
than previously disclosed equity ownership position in Omagine
LLC in recognition of its contribution of the land for the
Omagine Project, (ii) the Fund will deliver a term sheet with
respect to the provision of up to $65 million of subordinate
debt financing (the "Mezzanine Financing") to Omagine LLC and
will not purchase the 20% equity ownership stake in Omagine LLC
for $32 million as previously disclosed, (iii) Omagine, Inc.'s
previously disclosed ownership stake of 50.5% will in all
likelihood be increased, (iv) Omagine LLC will engage Bank
Muscat as a financial advisor subsequent to the signing of the
DA, and (v) all other previously agreed terms and conditions
will remain the same as previously disclosed.

While these discussions and negotiations have been lengthy and
arduous, management is pleased with the present indication of
their outcome. Investors are cautioned however that the
foregoing results of the negotiations with RCA and the Fund are
subject to further modest or material modification and such
negotiations are not concluded and will not be concluded until a
written agreement (a "Shareholders' Agreement") is executed.

The other proposed Omagine LLC investors are Consolidated

                              (20)
<PAGE>

Contractors International Company, S.A.L. ("CCIC") and Al-
Mabkharah LLC, an Omani limited liability company ("ALM"). Both
CCIC and ALM approved the previous Shareholders' Agreement
(which reflected the state of affairs prior to the present
negotiations with RCA and the Fund) and no change to the
previously disclosed proposed shareholding percentages or
investments have been requested by either CCIC or ALM but the
Company will hold final discussions with both of them with
respect to the final Shareholders' Agreement once it is amended
to reflect the conclusion of the RCA negotiations.

The final conclusion of the aforementioned RCA negotiation is
expected imminently.

Management expects to quickly thereafter sign the Shareholders'
Agreement, register RCA, CCIC and ALM with MCI, obtain the
official approval from MOLA, and sign the Development Agreement.

RCA and ALM are referred to herein as the "Omani Shareholders"
and RCA, ALM and CCIC are referred to herein collectively as the
"New Shareholders".

At each of Omagine LLC's and the Fund's sole discretion, the
Fund may decide to offer to provide Mezzanine Financing to
Omagine LLC subsequent to the signing of the DA and Omagine LLC
may decide to accept or reject such offer. Mezzanine Financing
is a form of debt financing, some of the terms of which as
discussed between Omagine LLC and the Fund, make the obligation
for the re-payment of such Mezzanine Financing junior to the
obligation for the re-payment of other debt financing provided
by banks ("Senior Debt"). Such Mezzanine Financing however makes
the obligation for the re-payment of such Mezzanine Financing
senior to any payment of dividends or payments to shareholders.
Also any such Mezzanine Financing from the Fund will have a
targeted "exit date" and the payment of its fixed rate of return
(which is approximately one-third of the return to shareholders
predicted by our present financial model) will be deferred until
such exit date. Finally the exit time will be dependent upon the
availability of cash in Omagine LLC after all Senior Debt has
been repaid.

Mezzanine Financing has been described as a type of financing
that "feels like debt but acts like capital". It is attractive

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<PAGE>
to lenders and investors because it has a fixed term and
provides a fixed rate of return which is generally higher than
interest rates charged by banks. To the investor therefore it
provides a return which is superior to the interest rate on
Senior Debt and while it is more risky than Senior Debt but less
risky than equity. At the same time it is attractive to
borrowers (like Omagine LLC) because banks providing Senior Debt
for construction or other financing will view it as "quasi-
capital" since their Senior Debt must be repaid first before any
Mezzanine Financing is repaid. To the Project Company therefore,
it reduces the need to sell shares for capital while enhancing
its balance sheet with "quasi-capital". Simultaneously it
provides the opportunity (but not the guarantee) that Omagine
LLC may (provided its business plan evolves as forecast) pay the
provider of Mezzanine Financing a lower rate of return than it
might otherwise pay such provider had such provider been a
stockholder - and, in such an event, thereby pay its
stockholders a proportionately higher return.

The fact that the Fund will not be a 20% equity investor in
Omagine LLC as previously disclosed will probably result in an
increase in the Company's and RCA's ownership percentage of
Omagine LLC. CCIC and ALM are not presently expected to have any
changes to their previously disclosed respective investment
amounts or the timings of their investments. The precise details
of any changes will be determined shortly by the conclusion of
the RCA negotiations referred to above and the Company's and the
New Shareholders' percentage ownership and investment amounts
will then be memorialized in the Shareholders' Agreement which
the Company expects to conclude before December 10, 2010.

Prior to the signing of the Development Agreement, the New
Shareholders and the Company will enter into a written
Shareholders' Agreement with respect to, among other things,
their respective investments in Omagine LLC and the corporate
governance and management of Omagine LLC. Promptly thereafter
the New Shareholders will be formally registered with MCI and
then, after the official approval of the DA by MOLA, the
Development Agreement will be signed by Omagine LLC and the
Government.

As presently contemplated (but subject to a final written
agreement), the Shareholders' Agreement will memorialize that
the Company's 100% ownership of Omagine LLC will be reduced to

                              (22)
<PAGE>
between 50.5% and 70.5%, that the CCIC and ALM shareholdings and
percentage ownerships will remain as previously disclosed, and
that the RCA cash investment will remain the same as previously
disclosed but that RCA's percentage ownership of Omagine LLC
will be increased in recognition of its "payment-in-kind capital
contribution" to Omagine LLC represented by the land owned by
the Government which is to be developed into the Omagine
Project.

The Shareholders Agreement is expected to memorialize that
Omagine LLC will have approximately $78 million of capital
represented by cash investments by Omagine, Inc. and the New
Shareholders. Although it remains uncertain as of the date
hereof: (i) Omagine LLC may also have a yet to be determined
amount of additional capital resulting from RCA's payment-in-
kind to the Project Company resulting from RCA's contribution of
the Omagine Site to the Project Company and the imbedded gain
thereon to the Project Company as represented by the terms of
the Usufruct Agreement covering such land, and (ii) Omagine LLC
and the Fund may enter into an agreement subsequent to the
signing of the DA whereby the Fund provides Mezzanine Financing
to the Project Company.

The "Financing Agreement Date" is the day subsequent to the
signing of the DA upon which the Project Company and an
investment fund, bank, or other person or financial institution
(collectively, a "Lender") execute and deliver a legally binding
agreement pursuant to which such Lender agrees to provide loans
or Mezzanine Financing for the first phase or for any or all
phases of the Omagine Project. The Financing Agreement Date is
projected by management to occur approximately six months after
the signing of the DA. As mentioned above the total amount of
cash capital investments presently planned to be made into
Omagine LLC by the Company and the New Shareholders is
approximately $78 million. As presently contemplated, Omagine
LLC will receive approximately $21 million of such $78 million
in approximately equal monthly installments during the six
months after the DA is signed and it will receive the $57
million balance on the Financing Agreement Date. As presently
contemplated therefore, Omagine LLC will not have to wait for
the Financing Agreement Date to begin the design and development
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.

                              (23)
<PAGE>
The Company and the New Shareholders are referred to herein and
in the Development Agreement as the "Founder Shareholders"
of Omagine LLC.

As of the date hereof, the Company owns all 200,000 of the
presently issued and outstanding shares of Omagine LLC. The
Company presently intends to enter into a Shareholders'
Agreement with the New Shareholders whereby the Company and the
New Shareholders will purchase new shares of Omagine LLC such
that Omagine LLC will have 5,000,000 shares issued and
outstanding (the "Outstanding Capital Stock")and such
Outstanding Capital Stock will be owned as follows: the Company
will own between 50.5% and 70.5% of such Outstanding Capital
Stock;  RCA will own between 12.5% and 25% of such Outstanding
Capital Stock); CCIC will own 12.0% of such Outstanding Capital
Stock); and ALM will own 5% of such Outstanding Capital Stock).
The precise ownership percentages will depend upon the final
conclusion of the aforementioned RCA negotiations which final
conclusion is expected imminently. Investors are cautioned
however that the foregoing projected results of such
negotiations with RCA are subject to further modest or material
modification and such negotiations are not concluded and will
not be concluded until a written Shareholders' Agreement is
executed and delivered by the Founder Shareholders.

All of the aforementioned investment amounts and ownership
percentages were and are being negotiated by Company management
on behalf of Omagine LLC in arms-length transactions between the
Project Company and the New Shareholders. No New Shareholder is
an affiliate of the Company.

The Company anticipates that after the Development Agreement is
signed, and only if necessary, Omagine LLC will be able to sell
additional shares of its capital stock to investors at a
substantially higher price than was originally offered to the
Fund.

As of the date hereof, the negotiation of the DA with the
Government is concluded and the negotiation of the Shareholders'
Agreement with the New Shareholders is expected to conclude
imminently.

As of the date hereof religious and National Day holidays and
celebrations are occurring simultaneously in Oman for several

                              (24)
<PAGE>

weeks, but the Company nevertheless anticipates that the
Shareholders' Agreement will be signed in the next few weeks and
that MOLA, the last of three ministries required to approve the
DA, will provide its approval before the end of December 2010.

The date of signing the Development Agreement is entirely in the
hands of the Government but management also expects the DA to be
signed before the end of December 2010. The Company recently
received a notice from the MOT requesting a copy of the official
MCI registration of the New Shareholders. In spite of the
extraordinary delays to date, the Company believes that the
Government is now quite anxious to conclude and sign the DA as
soon as possible.

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 13,000 employees in Oman
and is CCG's operating subsidiary in Oman. Neither CCG, CCIC,
CCC nor either of the Omani Shareholders is an affiliate of the
Company.

The Company has agreed with CCIC regarding (i) its approximately
$49.4 million investment in Omagine LLC, and (ii) the
appointment of CCC as the general contractor for the
construction of the Omagine Project, and these agreements will
be memorialized in CCIC's Subscription Agreement executed with
Omagine LLC.

As of the date hereof, the Company has arranged approximately
$77.3 million of equity capital (the "Minority Equity") for the
Project Company via the proposed sales of minority equity
interests in the Project Company to the New Shareholders. The
Company's agreements with the New Shareholders have been reduced
to writings and they constitute the subscription agreements with
each New Shareholder and with the Company ("Subscription
Agreements") and the proposed Shareholders' Agreement as
generally described above and as modified pursuant to the

                              (25)
<PAGE>

conclusion of the ongoing RCA negotiations and discussions.

Although the Company expects the New Shareholders to execute the
Shareholders' Agreement within the next few weeks, until it is
actually executed, no assurance can be given that it will be
executed.

The Company invested approximately $52,000 into the Project
Company at its formation in November 2009 and an additional
$26,000 during the third quarter of 2010. As previously
disclosed, additional cash investments of approximately
$144,950 and $459,550 were planned to be made by the Company
into Omagine LLC bringing the Company's total aggregate
investment into Omagine LLC to approximately $656,500. The
Company's percentage ownership of Omagine LLC will however
probably increase as a result of the absence of the Fund as a
stockholder and the ongoing negotiations with RCA and, in such
an event, the Company's total aggregate investment into Omagine
LLC shall eventually increase proportionately to its increased
ownership percentage. Such increase, if any, is not expected to
present any funding difficulty for the Company.

In order to move into the actual design and development stage of
the Omagine Project, Omagine LLC and the Government must first
sign the Development Agreement. Although this process has
often been delayed to date, the fact that the DA has now been
approved by both the Ministry of Tourism and the Ministry of
Finance is viewed by management as tantamount to full Government
approval and 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.

Subsequent to the Shareholders' Agreement being signed, the
financial results of Omagine LLC will be consolidated with the
financial results of the Company in such manner as to reflect
the Company's majority percentage ownership of Omagine LLC. The
Company is expected therefore to experience a significant
increase in net worth on a consolidated basis on or shortly
after the Financing Agreement Date when the approximately $77.3

                              (26)
<PAGE>

million investment by the New Shareholders' is recorded as
capital on Omagine LLC's financial statements.

The capital of Omagine LLC as well as bank borrowings, Mezzanine
Financing and proceeds from the sales by Omagine LLC of
residential and commercial properties will be utilized by it to
develop the Omagine Project. Omagine LLC's ongoing financial
results will be consolidated with the Company's results as
appropriate.

As presently contemplated, Bank Muscat, Oman's largest financial
institution, will be engaged by Omagine LLC as a financial
advisor to assist in arranging the necessary construction
financing for the Omagine Project ("Construction Financing") and
other financing for Omagine LLC as may be required. The
agreement, providing for Bank Muscat to be a financial advisor
to Omagine LLC and to, among other things, arrange for the
Construction Financing, is presently expected to be negotiated
subsequent to the signing of the DA and it will be subject to
the approval of the Omagine LLC shareholders.

While the worldwide bank liquidity issues resulting from the
2008-2009 financial crisis have eased somewhat, the project
financing environment in Oman remains more cautious and
challenging than before the crisis. Management remains in
contact with Bank Muscat and other regional and international
financial institutions on a regular basis regarding the
financing of the Omagine Project and management remains
confident that it will be able to arrange the necessary project
financing for the Omagine Project. Management and the Project
Company's prospective Omani and international bankers and the
New Shareholders are of the opinion that the recent 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. As noted below however, the costs
of labor and materials as well as the selling prices and market
absorption rates of new residential housing remain somewhat
volatile and no accurate projections for such costs, selling
prices or market absorption rates can be made at this time.

As the development program becomes more detailed and as the
planning and design processes progress, the estimates of

                              (27)

<PAGE>

construction costs become proportionately more accurate. The
Company presently expects, based on present assumptions of its
updated development program that the development costs
(including the costs for design, construction management,
program management and construction) for the entire Omagine
Project will be between approximately $2.1 and $2.5 billion
dollars. The Company also presently expects, based on present
assumptions and market activity, that although the selling
prices of residential housing in Oman have fallen from their
2007/2008 peaks, they will still be greater than that which the
Company had previously budgeted in 2006.

As presently contemplated by the proposed Shareholders'
Agreement:

1. The Company and the New Shareholders will have representation
on the Board of Directors of Omagine LLC but the Company's
representatives will at all times have a majority of the votes
on such Board of Directors.

2. The Government is not a shareholder of Omagine LLC.

3. The current Managing Director and chief executive officer of
Omagine LLC, Frank J. Drohan, will continue in that position.

4. The Chairman, who shall have no day to day operating role in
the management or operation of the business of Omagine LLC but
shall be the primary spokesman and advocate in Oman for the
Project Company, shall be a representative of the office of
Royal Court Affairs.

5. The Deputy Managing Director shall be Mr. Sam Hamdan.

The Company's updated financial model presently forecasts net
positive cash flows for Omagine LLC in excess of $1 billion
dollars over the seven year period subsequent to the signing of
the Development Agreement with a net present value of the
project in excess of $500 million dollars. The Company intends
to continually update this model at regular intervals as new
facts and information become available, as the development
program and design process unfolds and as market conditions
require. Although the Oman economy has not been as severely
affected by the recent worldwide financial crisis as nearby

                              (28)
<PAGE>
Dubai or other countries, it did experience some negative
effects, slowdowns and volatility. Raw material and labor prices
initially dropped dramatically and are now experiencing a
recovery. Recent sales prices for housing in other integrated
tourism projects are stabilizing and, in the Muscat area of
Oman, the inventory of unsold housing in the secondary (re-sale)
market has dropped dramatically in the past year which some
market observers see as an important indicator of pent-up future
demand. The market absorption rates for new residential housing
is presently tepid but some market observers and real estate
agents expect a resurgence in 2011 as existing pent-up demand is
unleashed and buyers' caution resulting from the 2008-2009
financial crisis ameliorates. Assuming the DA is signed at the
end of 2010, the Project Company would not begin offering
residential units for sale until approximately the first quarter
of 2012. Management cautions however that investors should not
place undue reliance on the aforementioned financial model
projections or estimates by market observers as all such
projections, estimates and forecasts are subject to significant
uncertainties and contingencies, many of which are beyond the
Company's control, and no assurance can be given that the
projections will be realized or that the estimates or forecasts
will prove to be accurate. Potential investors are cautioned not
to place undue reliance on any such forward- looking statement
or forecast, which speaks only as of the date hereof.

As noted herein, costs and selling prices remain somewhat
volatile as the economy in Oman and the surrounding region
improves, and undue reliance on present projections should be
avoided. Management cautions that future events rarely develop
exactly as forecast, and the best estimates routinely require
adjustment.

Subsequent to the signing of the Development Agreement, the
Omagine Site's value will be definitively determined by a
qualified independent real-estate appraiser and such appraisal
will be utilized by the Project Company's financial advisors in
their discussions with banks and other financial institutions in
order to arrange the Construction Financing. Omagine LLC's
requirements for bank financing of the Construction Costs is
expected to be reduced by its ability to pre-sell residence
units by entering into sales contracts with third party
purchasers and receiving deposits and progress payments during
the construction of such residences.

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<PAGE>
The sale of residential and commercial properties combined with
the increase over the last several years in the value of the
land constituting the Omagine Site, are the main revenue drivers
supporting the Project Company's financial projections. The
Development Agreement has evolved over the years and as
presently contemplated and agreed allows for sales and pre-sales
of any of the residential or commercial buildings that will be
developed and built on one-half of the land within the Omagine
Site (approximately six hundred thousand square meters equal to
approximately 150 acres). The freehold title to the land within
the Omagine Site underlying such residences or commercial
properties shall be transferred to the buyer at the closing of
such sales transactions. The balance of the Omagine Site will
consist of open areas consisting of, among other things, roads,
walkways, beaches, recreational areas and green areas.

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, has not yet
occurred. Moreover, revenue from real estate development
associated with the Omagine Project is not expected to occur
until subsequent to the Financing Agreement 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.

Subject to the Development Agreement being signed, the Company
may, subsequent to the Financing Agreement Date, recover all or
a portion of the development expenses incurred by it in the
conceptualization and promotion of the Omagine Project and may
also be paid a "success fee" of one half of one percent (0.5%)
of the construction costs.

Notwithstanding the positive nature of the foregoing "forward
looking statements", no assurances can be given at this time
that the Development Agreement or Shareholders' Agreement will
actually be signed or that the Financing Agreement Date or the
anticipated revenues from the Omagine Project will actually
occur.

All "forward looking statements" contained herein are subject

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<PAGE>
to, known and unknown risks, uncertainties and other factors
which could cause Omagine LLC's, and therefore 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 hereof 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.

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.



RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30, 2010 vs.
THREE MONTHS ENDED SEPTEMBER 30, 2009

The Company had no revenue in the third quarters of 2010
and 2009.

Selling, general and administrative expenses were $315,802 in
the third quarter of 2010,compared to $251,156 in the
third quarter of 2009. This increase of $64,646 (26%) was
primarily attributable to increased consulting fees of $17,698
and increased travel expense of $44,107 plus other net increases
in expenses of $2,841.

The Company incurred an operating loss of $315,802 during
the third quarter of 2010 as compared to an operating loss of
$251,156 during the same period in the previous fiscal year.
This $64,646 (26%) increase in the Company's operating loss is
attributable to the increases in general and administrative
costs mentioned above.

The Company will need to generate revenue in order to attain

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<PAGE>

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, 2010. 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, 2010 vs.
NINE MONTHS ENDED SEPTEMBER 30, 2009

The Company had no revenue for the nine month periods ended
September 30, 2010 and September 30, 2009.

Selling, General and Administrative expenses were $915,791
during the first nine months of 2010 compared to $799,644
in the first nine months of 2009. This increase of $116,147
(15%) was primarily attributable to increases in legal fees of
$17,107, consulting fees of $18,748, stockholder relations
expenses of $26,673, travel expense of $51,724 and other net
increases in expenses of $1,895.

The Company incurred a loss from operations of $915,791
during the first nine months of 2010 as compared to $799,644
in the first nine months of 2009. This $116,147 (15%) increase
in the Company's operating loss was attributable to the
increased Selling, General and Administrative expenses mentioned
above.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's net loss for the nine months ended September 30,
2010 was $940,987. During the nine months ended September 30,
2010, the Company experienced an increase in cash of $54,079. At
September 30, 2010, the Company had a working capital deficit of
$1,213,620, compared to a working capital deficit of $978,251 at

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<PAGE>

December 31, 2009. The $235,369 increased deficit in working
capital is attributable primarily to the $54,079 increase in
cash, offset by an increase in notes payable and accrued
interest of $196,163, an increase in accounts payable of $9,205,
an increase in accrued payroll of $67,500 and an increase in
accrued expenses and other current liabilities of $16,639. Of
the $1,424,920 of current liabilities at September 30, 2010,
$794,759 (56%) 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.

On December 22, 2008, the Company signed a two year Standby
Equity Distribution Agreement (the "SEDA") with YA Global
Investments, L.P. ("YA"). Pursuant to the SEDA Omagine may, at
its sole option and upon giving written notice to YA (a
"Purchase Notice"), sell shares of its Common Stock ("Shares")
to YA ("Sales") at the Purchase Price (as determined pursuant to
the terms 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) in the
aggregate. 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 such individual periodic sale of Shares may
not exceed two hundred thousand dollars ($200,000). The
Registration Statement filed by the Company with the SEC was
declared effective by the SEC as of May 1, 2009 and its
effective status expired on April 30, 2010. The Company filed a
new Registration Statement with the SEC to continue to make
Sales available to it pursuant to the SEDA and the SEC has
declared such Registration Statement to be effective as of June
7, 2010. An aggregate of $4,195,000 remains available under the
SEDA. 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.



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<PAGE>

ITEM 4:  DISCLOSURE 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, 2010.

The Evaluation did not identify the occurrence of any change in
the Company's internal control over financial reporting during
the third quarter of fiscal 2010 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

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<PAGE>

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

During the three months ended September 30, 2010, the Company
issued an aggregate of 299,769 restricted shares of its $0.001
par value Common Stock to three accredited investors pursuant to
Subscription Agreements.

During the three months ended September 30, 2010 the Company
sold four convertible promissory notes ("Convertible Notes") to
four accredited investors for gross proceeds of $175,000. The
Company executed a Convertible Note with each note purchaser.
The Convertible Notes will pay interest at a rate of 10% per
annum, will mature one year after their date of issuance and
principal and accrued interest are optionally convertible into
shares of the Company's $0.001 par value Common Stock at a
conversion price of $2.50 per share at any time prior to
repayment, at the election of the note holder. In the aggregate,
the Convertible Notes may be converted into up to 70,000 shares

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<PAGE>
of our Common Stock, excluding accrued interest which may also
be converted into shares of our Common Stock.

The above sales of shares of our restricted Common Stock and of
Convertible Notes were made in reliance upon the exemption from
registration contained in Section 4(2) under the Securities Act
of 1933 as amended (the "Act"), and under similar exemptions
afforded under the laws of various states only to "accredited
investors" as that term is defined in Rule 501 of Regulation D
promulgated by the SEC under the Act. The Company obtained
representations and warranties from the purchasers in their
Subscription Agreements and Convertible Notes to support the
Company's reliance on this exemption.

The Company intends to use the proceeds from the abovementioned
sales of restricted stock and Convertible Notes for working
capital, operating expenses and general corporate purposes.

The following table provides the detail for each of the
abovementioned restricted stock sales for the three months ended
September 30, 2010:

<TABLE>

                Sales of Unregistered Securities
                July 1, 2010 - September 30, 2010
                ---------------------------------


<CAPTION>

<S>        <C>            <C>          <C>             <C>

Sale Date     Number of
            Common Shares   Price Per     Sale           Sale
               Sold         Share        Amount          Type

7/08/2010    188,679        $ 0.53      $ 100,000        Cash
7/23/2010     82,305        $ 1.215     $ 100,000        *
7/28/2010     28,785        $ 1.737     $  50,000        Cash
             -------                    ---------
Total        299,769                    $ 250,000

* - In payment of salary payable.
</TABLE>
                              (36)

<PAGE>

ITEM 6.    Exhibits



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

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

3 (i) a         Restated Certificate of Incorporation of
                the Company (2)

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

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 July 20, 2010 as an exhibit to the Company's quarterly report
on Form 10-Q for the period ended June 30, 2010 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 18, 2010            OMAGINE, INC.
                                    (Registrant)

                                 By: /s/ Frank J. Drohan
                                 -------------------------
                                     Frank J. Drohan
                                     Chief Executive Officer
                                     and Chief Financial Officer


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








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