<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: June 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 July 9, 2010, the Registrant had outstanding 11,877,026
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:
       JUNE 30, 2010 AND DECEMBER 31, 2009

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

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
       EQUITY:
       SIX MONTHS ENDED JUNE 30, 2010
       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       SIX MONTHS ENDED JUNE 30, 2010 AND JUNE 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 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>
                                           June 30,           December 31,
                                             2010                 2009
        ASSETS                             ---------          ----------
                                          (Unaudited)            Note 1
<S>                                     <C>                 <C>
CURRENT ASSETS:
Cash                                       $ 142,221           $ 155,821
Prepaid expenses and other
  current assets                               1,000                 -
                                            --------            --------
        Total Current Assets                 143,221             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                        (158,863)           (156,968)
                                            --------            --------
                                               7,166               9,061
                                            --------            --------
OTHER ASSETS:

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

Total Assets                               $ 163,748           $ 178,488
                                            ========            ========






LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Convertible notes payable and accrued
   interest                                $ 326,388           $ 313,464
Accounts payable                             490,067           $ 455,724
Accrued payroll                              447,000             327,000
Due officers and directors                     7,658              10,153
Accrued expenses and other
  current liabilities                         38,824              27,731
                                           ---------            --------
Total Current Liabilities                  1,309,937           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:
     11,688,347 shares in 2010
     10,660,904 shares in 2009                11,688             10,661
Capital in excess of par value            18,454,169         18,030,176
Retained earnings (deficit)              (19,612,046)       (18,996,421)
                                          ----------         ----------
Total Stockholders' Equity (Deficit)      (1,146,189)          (955,584)
                                          ----------          ---------
  Total Liabilities and Stockholders'
    Equity                                $  163,748          $ 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           SIX MONTHS ENDED
                                              JUNE 30,                     JUNE 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      293,837       189,728       599,989    548,488
                                       ---------     ---------     ----------  ---------
Total costs and expenses                 293,837       189,728       599,989    548,488
                                       ---------     ---------     ----------  ---------
Operating income (loss)                 (293,837)     (189,728)     (599,989)  (548,488)
Interest Income                              -             -             -           32
Interest Expense                          (7,835)       (8,067)      (15,636)   (14,696)
                                       ----------    ----------    ----------  ---------

NET INCOME (LOSS)                     $ (301,672)   $ (197,795)   $ (615,625) $(563,152)
                                       ---------     ---------      ---------  ---------

NET LOSS PER SHARE, BASIC AND DILUTED $   (.03)     $   (.02)     $  (.05)    $   (.06)
                                         -------       -------     --------     -------

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING, BASIC AND DILUTED     11,671,326     9,396,015    11,221,023  9,347,646
                                      ----------    ----------    ---------- ----------


<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                   -          -          55,020           -

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                              -           -             -        (615,625)
                                 ----------   --------    ----------    -----------
 Balances At June 30, 2010       11,688,347   $ 11,688  $ 18,454,169  $(19,612,046)
                                 ==========     ======    ==========    ==========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                         (7)
<PAGE>
<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                                       Six Months Ended
                                                                           June 30,
                                                                      ------------------
                                                                      2010          2009
                                                                      ----          ----
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                       $ (615,625)   $(563,152)
  Adjustments to reconcile net loss to net
      cash flows from operating activities:
    Depreciation and amortization                                     1,895        2,977
    Stock based compensation related to stock options                55,020       56,164
    Issuance of Common Stock for 401K contribution                   72,500       72,500
    Issuance of common stock for stockholder investor
      relations                                                      47,500          -
  Changes in operating assets and liabilities:
    Prepaid expenses, other current assets and other assets           ( 755)      20,530
    Accounts payable                                                 34,343       79,885
    Accrued expenses and other current liabilities                   11,093       10,294
    Accrued payroll                                                 120,000      137,000
    Accrued interest on convertible notes payable                    12,924       11,597
                                                                   --------     --------
                                                                   (261,105)    (172,205)
                                                                   --------     --------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                                  (2,495)       7,874
  Proceeds from issuance of common stock                            250,000       65,000
  Issuance of convertible notes payable                                 -         50,000
                                                                   --------      --------
  Net cash flows from financing activities                          247,505      122,874
                                                                   --------      --------
NET CHANGE IN CASH AND EQUIVALENTS                                  (13,600)    ( 49,331)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                           155,821       49,511
                                                                   --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                               $ 142,221    $     180
                                                                   ========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                 $     910    $     -
                                                                   ========      ========
Interest paid                                                     $     -       $  1,621
                                                                   ========      ========
<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 six months ended June 30, 2010 and 2009 diluted shares

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

                                      Shares Issuable
                                     Six Months Ended
                                         June 30,
                                    ------------------
                                     2010        2009
                                     ----        ----

Convertible Notes                  116,008     116,008

Convertible Promissory Notes        20,000      20,000

Stock Options                      374,000     276,000
                                   -------     -------
Total Shares                       510,008     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. LLC's ownership is expected to be reduced
to a 50.5% majority ownership by Omagine via the sale of newly
issued LLC common stock to four minority investors who are
expected to purchase an aggregate of 49.5% of LLC for a total
aggregate investment of $109.3 million. All intercompany
transactions have been eliminated in consolidation.


NOTE 2  - GOING CONCERN AND LIQUIDITY

At June 30, 2010, the negative working capital of the Company
was $1,166,716. Further, the Company incurred net losses of
$615,625 and $1,114,409 for the six months ended June 30, 2010
and for the year ended December 31, 2009 respectively. 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.

                           (10)
<PAGE>

NOTE 3  - CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST

Convertible notes payable and accrued interest consist of:

                                      June 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                     28,540        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                      5,938         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                      9,894         6,175

Totals                                $ 326,387     $ 313,464


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.

                           (11)
<PAGE>

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.

In March 2010 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.

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
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 six
months ended June 30, 2010:

       Outstanding at January 1, 2010       530,000
       Granted and Issued                       -
       Exercised                                -
       Forfeited/expired/cancelled              -
                                          ---------
       Outstanding at June 30, 2010         530,000
                                          ---------

       Exercisable at June 30, 2010         374,000
                                           ---------

                           (12)


<PAGE>
Stock options outstanding at June 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         6,000         6,000     $5.00    June 30, 2010
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        30,000     $2.60    September 23, 2018
2008(C)      6,000         2,000     $2.60    September 23, 2013
          --------      --------
Totals     530,000       374,000
         =========     =========

(A)  The 32,000 unvested options relating to the 2007 grant are
     scheduled to vest on April 1, 2011.
(B)  The 120,000 unvested options relating to the 2008 grant are
     scheduled to vest 30,000 on September 24, 2010 and then
     30,000 on each September 24 in 2011, 2012 and 2013.
(C)  The 4,000 unvested options relating to the 2008 grant are
     scheduled to vest 2,000 on September 24, 2010 and
     2,000 on September 24, 2011.

As of June 30, 2010 there was $276,031 of total unrecognized
compensation cost relating to unexpired stock options. That
cost is expected to be recognized $55,020 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 six months ended June 30, 2010 and 2009 was
$64,820 and $69,822 respectively.

                            (13)
<PAGE>
At June 30, 2010, the minimum future lease payments are as
follows:

2010                                 $  28,400
2011                                    56,800
2012                                    56,800
2013                                     9,466
                                     ----------
Total                                $ 151,466
                                     ==========

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
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

                            (14)
<PAGE>

("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 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.





                            (15)



<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 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 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.  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

                            (16)

<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, 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;

* 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.








                            (17)

<PAGE>

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"). The Project Company will
design, develop, own and operate the entire Omagine Project.

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
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.

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"). As of the date of this report, no date has yet been
established for the signing of the Development Agreement.

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

                              (18)
<PAGE>
Oman) are not permitted by Omani law to purchase any land in
Oman outside of an ITC.

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
expected to take about 5 years to complete.

The Development Agreement consists of two (2) parts: (i) the
"Main Agreement" and (ii) the "Schedules" to the Main
Agreement. On June 9, 2010 the Ministry of Tourism of the
Sultanate of Oman ("MOT") approved all the terms and conditions
of the draft Development Agreement for the Omagine Project. The
DA will be the contract between the Government of Oman and the
Company's presently wholly owned Omani subsidiary, Omagine LLC.
As previously disclosed, the Company and Omagine LLC had been
awaiting the approval by the MOT of the final schedule to the DA
("Schedule 24") and Schedule 24 and the rest of the DA and all
schedules thereto have now been approved by the MOT and all
negotiations with respect to the DA are now concluded. Printed
and bound copies of the DA were delivered by Omagine LLC
to the MOT on June 9, 2010.

On June 28, 2010, under the signature of the Minister of
Tourism, the MOT officially transmitted the DA to the Ministry
of Finance ("MOF") for approval prior to forwarding the DA to
the Ministry of Legal Affairs ("MOLA") for its official
approval. A copy of the Minister's "Transmittal Letter" to MOF,
(translated from Arabic to English), is attached hereto as
Exhibit 99.5. Since representatives of both MOF and MOLA have
been involved in every step of the negotiation process to date,
the official approvals from MOF and MOLA are viewed by
management as simply procedural in nature and such approvals are
expected to be forthcoming.

In accordance with Omani law, Omagine LLC was legally formed in
Oman as a limited liability company on November 23, 2009, the
date of formal approval by the Ministry of Commerce and Industry
("MOCI"). Omagine LLC is presently 100% owned by the Company.

The Company plans to reduce its 100% ownership of Omagine LLC in
the near future by causing Omagine LLC to sell newly issued
shares of its capital stock to investors. The proposed investors

                              (19)
<PAGE>

are Consolidated Contractors International Company, S.A.L.
("CCIC") and three Omani investors (the "Omani Shareholders").
All proceeds from such sales of its capital stock will belong to
Omagine LLC. The three presently proposed Omani Shareholders
are: (i) the Office of Royal Court Affairs, an Omani
organization representing the interests of His Majesty, Sultan
Qaboos bin Said, the ruler of Oman, ("RCA"), (ii) Al-Mabkharah
LLC, an Omani limited liability company ("ALM"), and (iii) the
Oman Integrated Tourism Projects Fund (the "OITP Fund"). None of
the Omani Shareholders are affiliates of the Company.

The OITP Fund is an investment fund managed by Bank Muscat, its
designated fund manager. Because Omagine LLC presently plans to
appoint Bank Muscat as its financial advisor, 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 project financing
that Omagine LLC will, in all likelihood, ultimately require.

Prior to the signing of the Development Agreement, the Omani
Shareholders and CCIC (collectively, 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. The review of the final draft
Development Agreement by attorneys for the New Shareholders was
a necessary condition precedent to the signing of the
Shareholders' Agreement by the New Shareholders, and such review
is now finished. No changes to the draft Development Agreement
were recommended by the attorneys for the New Shareholders.

The Shareholders' Agreement has been reviewed by attorneys for
the New Shareholders with minor comment. The OITP Fund has
informed the Company that the Fund's corporate charter requires
an exit for its proposed investment by November 2014. The
Company is presently discussing various options with the OITP
Fund and, in order to accommodate the Fund's early exit
requirement, the Company intends to make an alternative proposal
to the Fund with respect to the terms of the Fund's proposed
investment. Any changes to the terms of the OITP Fund's
investment in Omagine LLC are not expected to change the
Company's majority ownership position of Omagine LLC (except for

                              (20)
<PAGE>

a possible percentage increase in such ownership) nor are any
such changes expected to affect the investment amounts or the
timings of the investments for the New Shareholders.

The Shareholders' Agreement is presently expected to be executed
in early August and promptly thereafter the New Shareholders
will be formally registered as such with the Ministry of
Commerce and Industry in Oman. Subsequent to such registration
and to the official approvals of MOF and MOLA, the Development
Agreement will be signed by Omagine LLC and the Government.

As of the date of this report, no date has yet been established
for the signing of the Development Agreement but the Company
presently anticipates that the Development Agreement will be
signed by Omagine LLC and the Government shortly after the
execution of the Shareholders Agreement, both of which events
are presently anticipated to happen in August 2010.

Without giving effect to any changes that may ultimately be made
to accommodate the OITP Fund's early exit requirement, the
Shareholders' Agreement presently contemplates that the
Company's 100% ownership of Omagine LLC will be reduced to 50.5%
in the following manner:

1. The New Shareholders (CCIC, RCA, ALM, and the OITP Fund) will
subscribe for and purchase an aggregate of 49.5% of the capital
stock of Omagine LLC for an aggregate cash investment into
Omagine LLC of forty two million forty four thousand three
hundred seventy five Omani Rials ("OMR") (42,044,375 OMR)
equivalent to approximately one hundred nine million three
hundred fifteen thousand three hundred seventy five U.S. dollars
($109,315,375), and

2. In addition to the twenty thousand Omani Rials (20,000 OMR)
equivalent to approximately fifty two thousand U.S. dollars
($52,000) of initial capital invested by the Company to organize
Omagine LLC in November 2009, the Company will, prior to the
date the Development Agreement is signed (the "Execution Date"),
invest an additional fifty five thousand seven hundred fifty
Omani Rials (55,750 OMR) equivalent to approximately one hundred
forty four thousand nine hundred fifty U.S. dollars ($144,950),
and, subsequent to the Execution Date, invest a further
additional one hundred seventy six thousand seven hundred fifty

                              (21)
<PAGE>

Omani Rials (176,750 OMR) equivalent to approximately four
hundred fifty nine thousand five hundred fifty U.S. dollars
($459,550), for a total aggregate investment by the Company into
Omagine LLC of two hundred fifty two thousand five hundred Omani
Rials (252,500 OMR) equivalent to approximately six hundred
fifty six thousand five hundred U.S. dollars ($656,500).

The foregoing investments into Omagine LLC are presently planned
to be made in the following manner and in accordance with the
following schedule:

1. Prior to the Execution Date the New Shareholders will invest
seventy four thousand two hundred fifty Omani Rials (74,250 OMR)
equivalent to approximately one hundred ninety three thousand
fifty U.S. dollars ($193,050) and the Company will invest the
aforementioned additional fifty five thousand seven hundred
fifty Omani Rials (55,750 OMR) equivalent to approximately one
hundred forty four thousand nine hundred fifty U.S. dollars
($144,950), and the Omani Shareholders will purchase variable
convertible promissory notes from Omagine LLC ("Notes"), which
Notes when fully funded will be in the aggregate principal
amount of twenty two million nine hundred seventy eight thousand
one hundred twenty five Omani Rials (22,978,125 OMR) equivalent
to approximately fifty nine million seven hundred forty three
thousand one hundred twenty five U.S. dollars ($59,743,125) (the
"Aggregate Principal"), and

2. During the six month period subsequent to the Execution Date:

2.1 the Omani Shareholders will fund approximately seventy-five
percent (75%) of the Aggregate Principal of the Notes by paying
Omagine LLC an aggregate of seventeen million two hundred thirty
three thousand five hundred ninety three Omani Rials (17,233,593
OMR) equivalent to approximately forty four million eight
hundred seven thousand three hundred forty two U.S. dollars
($44,807,342), and

2.2 Omagine LLC will pay the Company one hundred seventy six
thousand seven hundred fifty Omani Rials (176,750 OMR)
equivalent to approximately four hundred fifty nine thousand
five hundred fifty U.S. dollars ($459,550) which Omagine LLC
will owe to the Company after the Shareholders' Agreement is
signed (the "Exchange Amount"), and promptly after receiving the

                              (22)
<PAGE>

Exchange Amount from Omagine LLC, the Company will invest the
Exchange Amount into Omagine LLC, and

3. The "Financing Agreement Date" is the day subsequent to the
Execution Date upon which Bank Muscat and/or other lenders
execute and deliver to Omagine LLC a written term sheet with
respect to, and describing the terms and conditions of, a
proposed financing agreement for the Omagine Project. The
Financing Agreement Date is projected by management to occur
approximately six months after the Execution Date. Within ten
(10) days after the Financing Agreement Date the Omani
Shareholders will fund the remaining approximately twenty-five
percent (25%) of the Aggregate Principal of the Notes by paying
Omagine LLC an aggregate of five million seven hundred forty
four thousand five hundred thirty two Omani Rials (5,744,532
OMR) equivalent to approximately fourteen million nine hundred
thirty five thousand seven hundred eighty three U.S. dollars
($14,935,783), and the Aggregate Principal will immediately
thereafter be automatically converted into the right to receive
shares of Omagine LLC in accordance with the terms of the Notes,
and CCIC will invest an additional eighteen million nine hundred
ninety two thousand Omani Rials (18,992,000 OMR) equivalent to
approximately forty nine million three hundred seventy nine
thousand two hundred U.S. dollars ($49,379,200).

Each Note includes a provision requiring its immediate mandatory
conversion into the right to receive shares of Omagine LLC after
such Note has been fully funded by the relevant Omani
Shareholder.  In the event that any Note is not fully funded in
accordance with the funding schedule in the Note (a "Default"),
which in the opinion of management is an unlikely event, then
Omagine LLC is not obligated to accept further funding
installments from the relevant Note holder and the outstanding
principal balance of such Note at the date of such Default, if
any, becomes due and payable by Omagine LLC one (1) year from
the date of such Default (the "Payment Date") and without
interest, and the Company (Omagine, Inc.) then has the option
exercisable at any time prior to the Payment Date, but not the
obligation, to purchase any shares of Omagine LLC owned by such
Note holder as of the date of such Default.

The Company and the New Shareholders are referred to herein and
in the draft Development Agreement as the "Founder Shareholders"

                              (23)
<PAGE>

of Omagine LLC. The Company capitalized Omagine LLC at formation
by depositing 20,000 Omani Rials, equal to approximately USD
$52,000, (the "Company Capital Contribution") into a bank
account opened in Bank Muscat in the name of Omagine LLC and the
Company was subsequently issued all 200,000 of the presently
issued and outstanding shares of Omagine LLC.

Pursuant to the proposed Shareholders' Agreement, after the
issuance of the Omagine LLC shares purchased by the New
Shareholders and the Company, and the purchase by CCIC of the
Omagine LLC shares as described above, and assuming the
conversion of the Aggregate Principal of the Notes into shares
of Omagine LLC, Omagine LLC will have 5,000,000 shares issued
and outstanding and such shares will be owned as follows: the
Company will own 2,525,000 shares (50.5%);  the OITP Fund will
own 1,000,000 shares (20%); RCA will own 625,000 shares (12.5%);
CCIC will own 600,000 shares (12.0%); and ALM will own 250,000
shares (5%).

All of the aforementioned investment amounts and ownership
percentages were 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 presently ongoing discussion with Bank Muscat regarding the
modification of the OITP Fund investment structure in order to
accommodate the early exit by the Fund is not expected to delay
the signing of the Shareholders' Agreement beyond early August,
nor is it expected to materially change the above described
investment structure.

The negotiation of the DA with the Government is concluded. The
DA has now been officially transmitted to the Ministry of
Finance for its approval after which it will be officially
transmitted to the Ministry of Legal Affairs for its approval.
During the estimated one month time period it takes for the
Government to accomplish this routine process, the Company plans
to finalize and sign the Shareholders' Agreement with the New
Shareholders and to register them with the Ministry of Commerce
& Industry in Oman. The afore-described MOF and MOLA approvals
and registration of the New Shareholders are the only remaining
tasks to be accomplished before the DA can be signed by Omagine

                              (24)
<PAGE>

LLC and the Government of Oman. These remaining tasks are
presently expected to be completed in early August 2010.

The date of signing the Development Agreement is entirely in the
hands of the Government. The Company understands that the
Government is anxious to conclude this matter swiftly.
Subsequent to the signing of the Development Agreement, it must
be ratified by the Ministry of Finance ("MOF") on behalf of the
Government. The Company anticipates receiving notice from the
Government within the next several weeks of the signing date for
the Omagine Development Agreement.

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 any of the Omani Shareholders is an affiliate of the
Company.

As of the date hereof, the Company has arranged approximately
$110 million of equity capital (the "Minority Equity") for the
Project Company via the proposed sales of equity interests
totaling 49.5% of the Project Company to: CCIC (12%); the OITP
Fund (20%); RCA (12.5%); and ALM (5%), for a total of $109.3
million.  The Company's agreements with the New Shareholders
have now been reduced to writings and they constitute the
subscription agreements with each New Shareholder and with the
Company ("Subscription Agreements") and the Shareholders'
Agreement as generally described above. Although the Company
expects the definitive versions of such agreements (including
the definitive version of the OITP Fund agreement, modified as
mentioned above) to be executed in the next few weeks, until
they actually are executed, no assurance can be given that they
will be executed.

The Company invested approximately $52,000 (the "Company Capital
Contribution") into the Project Company at its formation in

                              (25)
<PAGE>
November 2009. Additional cash investments of approximately
$144,950 and $459,550 are planned to be made by the Company into
Omagine LLC as described above bringing the Company's total
aggregate investment into Omagine LLC to approximately $656,500.
If the Company's percentage ownership of Omagine LLC is
increased as a result of the ongoing discussions with Bank
Muscat regarding modification of the OITP Fund's investment
structure, then the Company's total aggregate investment into
Omagine LLC is expected to increase proportionately.

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 are
memorialized in CCIC's proposed Subscription Agreement with
Omagine LLC. The proposed Shareholders' Agreement among the
Founder Shareholders and the proposed Subscription Agreements
have been reviewed by the New Shareholders and their legal
counsel and the Company plans to complete its final review of
the modified Subscription Agreements shortly. The Subscription
Agreements may be modified but management presently understands
from discussions with its attorneys that the proposed
modifications are minor and do not alter the Company's majority
ownership position of Omagine LLC.

As presently planned, the Shareholders' Agreement and
Subscription Agreements will provide that the funding
installments of the Notes will be paid by the Omani Shareholders
to Omagine LLC in monthly installments during the period
beginning immediately after the Execution Date of the
Development Agreement and ending on the Financing Agreement
Date. The Subscription Agreement with CCIC provides that, other
than its nominal initial investment of approximately $46,800
prior to the Execution Date, its investment into the Project
Company will be paid to Omagine LLC on or before the Financing
Agreement Date. Therefore, as presently contemplated by the
terms of the proposed Subscription Agreements, Omagine LLC will
not have to wait for the Financing Agreement Date to begin
development and 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.

In order to move into the actual development stage of the

                              (26)
<PAGE>
Omagine Project, Omagine LLC and the Government must first sign
the Development Agreement. The Company and the New Shareholders
are closely following this matter, and although this process has
often been delayed to date, the fact that the DA has now been
approved by the Ministry of Tourism is a watershed event in this
process 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.

As presently contemplated the Company will ultimately own at
least 50.5% of Omagine LLC and 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 presently
anticipated 50.5% or greater majority ownership. Previously, it
was expected that beginning after the Execution Date the Company
would - on a consolidated basis - experience a monthly increase
in net worth culminating in an aggregate increase in net worth
of approximately $55 million on the Financing Agreement Date as
a result of the approximately $110 million capitalization of
Omagine LLC. Since the methodology of funding Omagine LLC has
now been re-structured as a series of funding installments on
the Notes, this increase in net worth on a consolidated basis is
not now expected to occur gradually over the aforementioned six
month period as previously anticipated and disclosed, but
instead it is now expected to occur as a single aggregate
increase of approximately $55 million in the Company's net worth
on or shortly after the Financing Agreement Date when the
Aggregate Principal of the Notes is converted into shares of
Omagine LLC stock and the CCIC investment is made. The timing
and amounts of the OITP Fund's investment is expected to remain
as indicated above but possibly may be affected as a result of
the ongoing discussions with Bank Muscat in regard to
accommodating the Fund's request for a November 2014 exit date
for its investment.

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

                              (27)
<PAGE>

As presently contemplated, Bank Muscat, Oman's largest financial
institution, will be engaged by Omagine LLC as its exclusive
financial advisor to arrange the necessary construction
financing for the Omagine Project ("Construction Financing") and
other financing for Omagine LLC as may be required. The
Shareholders' Agreement contemplates the approval by the Omagine
LLC shareholders of a draft agreement with Bank Muscat regarding
project financing and financial advisory services (the "Mandate
Agreement"). The Mandate Agreement provides for Bank Muscat to
be the financial advisor for Omagine LLC and to, among other
things, arrange for the Construction Financing.

While the worldwide bank liquidity issues resulting from the
2008 financial crisis have eased somewhat, the project financing
environment in Oman remains more cautious and challenging than
before the crisis. Since Bank Muscat is the manager of the OITP
Fund, one of Omagine LLC's proposed equity investors, management
is in close contact with Bank Muscat on a regular basis
regarding the financing of the Omagine Project and Bank Muscat
has continued to indicate that it expects to be able to arrange
the necessary project financing for the Omagine Project.
Management and the Project Company's prospective Omani bankers
and 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 material as well as the selling prices of housing
remain somewhat volatile and no completely accurate projections
can be made at this time. The Company views Bank Muscat's
decision to have the OITP Fund become an equity investor in
Omagine LLC as a positive indicator of Bank Muscat's opinion
with respect to the likely availability to Omagine LLC of the
necessary Construction Financing.

As the development program becomes more solidified and as the
planning process and design process progress, the estimates of
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 $1.9 and $2.3 billion
dollars. The Company also presently expects, based on present

                              (28)
<PAGE>

assumptions and market activity, that although the selling
prices of 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 900 million
dollars over the five year period subsequent to the signing of
the Development Agreement with a net present value of the
project of approximately 400 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
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 recent months which some

                              (29)
<PAGE>
market observers see as an important indicator of pent-up future
demand. Management cautions however that investors should not
place undue reliance on the aforementioned financial
model projections as all such projections 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. 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 Bank Muscat in its discussions internally
and with 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.

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 approximately three hundred thousand
square meters (approximately 75 acres) of land within the
Omagine Site. 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.

                              (30)
<PAGE>
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 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
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.
                              (31)
<PAGE>

RESULTS OF OPERATIONS:

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

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

Selling, general and administrative expenses were $293,837 in
the second quarter of 2010,compared to $189,728 in the
second quarter of 2009. This increase of $104,109 (55%) was
primarily attributable to increased legal fees of $79,803 and
increased accounting fees of $20,000 plus other net increases in
expenses of $4,306.

The Company incurred an operating loss of $293,837 during
the second quarter of 2010 as compared to an operating loss of
$189,728 during the same period in the previous fiscal year.
This $104,109 (55%) 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
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 June 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.

SIX MONTHS ENDED JUNE 30, 2010 vs.
SIX MONTHS ENDED JUNE 30, 2009

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

                              (32)
<PAGE>

Selling, General and Administrative expenses were $599,989
during the first six months of 2010 compared to $548,488
in the first six months of 2009. This increase of $51,501
(9%) was primarily attributable to increases in legal fees of
$26,774, stockholder relations expenses of $15,891, travel
expense of $7,617 and other net increases in expenses of $1,219.

The Company incurred a loss from operations of $599,989
during the first six months of 2010 as compared to $548,488
in the first six months of 2009. This $51,501 (9%) 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 six months ended June 30, 2010
was $615,625. During the six months ended June 30, 2010, the
Company experienced a decrease in cash of $13,600. At June 30,
2010, the Company had a working capital deficit of $1,166,716,
compared to a working capital deficit of $978,251 at December
31, 2009. The $188,465 increased deficit in working capital is
attributable primarily to the $13,600 decrease in cash, an
increase in notes payable and accrued interest of $12,924, an
increase in accounts payable of $34,343, an increase in accrued
payroll of $120,000 and an increase in accrued expenses and
other current liabilities of $11,093. Of the $1,309,937 of
current liabilities at June 30, 2010, $742,117 (57%) 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

                              (33)
<PAGE>

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.


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 June 30, 2010.

                              (34)
<PAGE>

The Evaluation did not identify the occurrence of any change in
the Company's internal control over financial reporting during
the second 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
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.





                              (35)
<PAGE>
                    PART II   -   OTHER INFORMATION


ITEM 5.    Other Information


The Board of Directors of the Company adopted resolutions
pursuant to Section 245 of the General Corporation Law of the
State of Delaware to restate and integrate into a single
instrument, but not further amend, all of the provisions of its
Certificate of Incorporation which were then in effect and
operative as theretofore amended or supplemented. On June 3,
2010, the Company filed with the Delaware Secretary of State a
Restated Certificate of Incorporation of Omagine, Inc., a copy
of which is attached hereto as Exhibit 3(i)a (the "Restated
Certificate of Incorporation") and is incorporated herein by
reference.



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 *

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

31.1            Sarbannes-Oxley 302 certification *

32.2            Sarbannes-Oxley 1350 certification *

99.5            Ministry of Tourism Transmittal Letter
                dated June 28, 2010 *

* Filed herewith.

                              (36)
<PAGE>

(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.







                       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: July 20, 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








                              (37)