<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, 2009
                                -------------

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

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


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


      350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
      -------------------------------------------------
            (Address of principal executive offices)


                      (212) 563-4141
                 --------------------------
      (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   [x] Yes   [ ] No

                              (1)
<PAGE>


Indicate by check mark whether the Registrant 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 August 14, 2009, the Registrant had outstanding 48,345,952
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, 2009 AND DECEMBER 31, 2008

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008
       SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008


       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
       EQUITY:
       SIX MONTHS ENDED JUNE 30, 2009

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008

       NOTES TO FINANCIAL STATEMENTS


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

ITEM 4:  CONTROLS AND PROCEDURES

             PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         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,
                                             2009                 2008
        ASSETS                             ---------          ----------
                                          (Unaudited)            Note 1
<S>                                     <C>                 <C>
CURRENT ASSETS:
Cash                                       $     180            $ 49,511
Prepaid expenses and other
  current assets                              20,387              40,774
                                            --------            --------
        Total Current Assets                  20,567              90,285
                                            --------            --------
PROPERTY AND EQUIPMENT:
  Office and computer equipment              129,941             129,941
  General plant                               17,800              17,800
  Furniture and fixtures                      15,951              15,951
  Leasehold improvements                         866                 866
                                            --------            --------
                                             164,558             164,558
  Less:  Accumulated depreciation
    and amortization                        (153,697)           (150,719)
                                            --------            --------
                                              10,861              13,839
                                            --------            --------
OTHER ASSETS:

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

Total Assets                               $  45,034           $ 117,873
                                            ========            ========






LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Convertible notes payable and accrued
   interest                                $ 300,325           $ 238,728
Accounts payable                             436,253           $ 356,368
Accrued payroll                              209,500              72,500
Due officers and directors                    34,209              26,335
Accrued expenses and other
  current liabilities                         16,639               6,345
                                           ---------            --------
Total Current Liabilities                    996,926             700,276
                                            ---------           --------


COMMITMENTS


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

Common stock:
  $ 0.001 par value
  Authorized:  75,000,000 shares
    Issued and outstanding:
     47,292,927 shares in 2009
     46,387,635 shares in 2008                47,293             46,388
Capital in excess of par value            17,445,979         17,253,221
Retained earnings (deficit)              (18,445,164)       (17,882,012)
                                          ----------         ----------
Total Stockholders' Equity (Deficit)        (951,892)          (582,403)
                                          ----------          ---------
  Total Liabilities and Stockholders'
    Equity                                $   45,034          $ 117,873
                                           =========           ========

<FN>

See accompanying notes to consolidated financial statements.

</FN>
</TABLE>

                             (5)


<PAGE>
<TABLE>
                               OMAGINE, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                           -------------------------------------
                                            (UNAUDITED)                 (UNAUDITED)
<CAPTION>
                                         THREE MONTHS ENDED           SIX MONTHS ENDED
                                              JUNE 30,                     JUNE 30,
                                      ----------------------      ----------------------
                                          2009          2008         2009          2008
                                          ----          ----         ----          ----
<S>                                 <C>           <C>           <C>         <C>
REVENUES:
Net sales                             $      -      $      -     $       -    $     -
                                        --------     ---------    ----------  ---------
Total revenues                               -             -             -          -
                                        --------     ---------    ----------  ---------
COSTS AND EXPENSES:
Cost of sales                                -             -                        -
Selling, general and administrative      189,728       315,755       548,488    572,535
                                       ---------     ---------     ----------  ---------
Total costs and expenses                 189,728       315,755       548,488    572,535
                                       ---------     ---------     ----------  ---------
Operating income (loss)                 (189,728)     (315,755)     (548,488)  (572,535)
Interest Income                              -           1,111            32      5,473
Interest Expense                          (8,067)          -         (14,696)       -
                                       ---------     ----------    ----------  ----------

NET INCOME (LOSS)                     $ (197,795)   $ (314,644)   $ (563,152) $(567,062)
                                         -------       -------       -------    -------

NET LOSS PER SHARE, BASIC AND DILUTED $   (.00)     $   (.01)     $  (.01)    $   (.02)
                                         -------       -------     --------     -------

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING, BASIC AND DILUTED     46,980,074    39,699,151    46,738,229 37,746,481
                                      ----------    ----------    ---------- ----------


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







                                         (6)
















<PAGE>
<TABLE>
                             OMAGINE, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 ----------------------------------------------------------
                                  (UNAUDITED)
<CAPTION>                              Common Stock    Capital in    Retained
                                              Par      Excess of     Earnings
                                    Shares    Value    Par Value     Deficit)
                                 --------------------------------------------------
<S>                             <C>          <C>      <C>           <C>

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

 Contribution of Common Stock
    To 401K Plan                    362,500        362        72,137           -

 Stock option expense                   -          -          56,164           -

 Sale of Stock Under Stock
    Equity Distribution
    Agreement                       542,792        543        64,457           -

 Net loss                              -           -             -        (563,152)
                                 ----------   --------  ------------    -----------
 Balances At June 30, 2009       47,292,927   $ 47,293  $ 17,445,979   (18,445,164)
                                 ==========     ======    ==========    ==========

<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,
                                                                      ------------------
                                                                      2009          2008
                                                                      ----          ----
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                       $ (563,152)   $(567,062)
  Adjustments to reconcile net loss to net
      cash flows from operating activities:
    Depreciation and amortization                                     2,977        5,459
    Stock based compensation related to stock options                56,164       21,471
    Issuance of common stock for consulting services                    -          7,501
    Issuance of Common Stock for 401K contribution                   72,500          -

  Changes in operating assets and liabilities:
    Prepaid expenses, other current assets and other assets          20,530       10,173
    Accounts payable                                                 79,885      (68,919)
    Accrued expenses and other current liabilities                   10,294      (36,667)
    Accrued payroll                                                 137,000       (5,000)
    Accrued interest on convertible notes payable                    11,597          -
                                                                   --------      --------
  Net cash flows from operating activities                         (172,205)    (633,044)
                                                                   --------      --------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                                   7,874          -
  Proceeds from issuance of common stock                             65,000          -
  Issuance of convertible notes payable                              50,000          -
                                                                   --------      --------
  Net cash flows from financing activities                          122,874          -
                                                                   --------      --------
NET CHANGE IN CASH AND EQUIVALENTS                                  (49,331)    (633,044)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                            49,511      713,145
                                                                   --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                               $     180    $  80,101
                                                                   ========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                 $     -      $     -
                                                                   ========      ========
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, 2008 and is presented
herein for comparative purposes. All other financial statements
are unaudited. In the opinion of management, all adjustments,
which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and
cash flows for all periods presented, have been made.

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

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

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

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

                            (9)

<PAGE>

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


NOTE 2  - GOING CONCERN AND LIQUIDITY

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

NOTE 3  - CONVERTIBLE NOTES PAYABLE

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

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

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

                            (10)


<PAGE>

NOTE 4 - COMMON STOCK

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

In May and June of 2009, the Company issued 542,792 shares of
Common Stock for proceeds of $65,000 under the Standby Equity
Distribution Agreement with YA Global Investments, LP. (See Note
6)

NOTE 5  - STOCK OPTIONS

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


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

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

       Exercisable at June 30, 2009       1,540,000
                                          ---------










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



                            (11)


<PAGE>

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

2001       750,000       750,000     $ .25    August 31, 2011
2005        30,000        30,000     $1.00    June 30, 2010
2005       200,000       200,000     $ .82    December 31, 2011
2007(A)    800,000       480,000     $ .25    March 31, 2017
2007        60,000        60,000     $ .90    October 29, 2012
2008(B)     30,000        20,000     $ .80    December 31, 2012
2008(C)    750,000           -       $ .52    September 23, 2018
2008(D)     30,000           -       $ .52    September 23, 2013
          --------      --------
Totals   2,650,000     1,540,000
         =========     =========

(A)  The 320,000 unvested options relating to the 2007 grant are
     scheduled to vest 160,000 on April 1, 2010 and 160,000 on
     April 1, 2011.
(B)  The 10,000 unvested options relating to the 2008 grant are
     scheduled to vest January 1, 2010.
(C)  The 750,000 unvested options related to the 2008 grant are
     scheduled to vest 150,000 on September 24, 2009 and then
     150,000 on each September 24 in 2010, 2011, 2012 and 2013.
(D)  The 30,000 unvested options relating to the 2008 grant are
     scheduled to vest 10,000 on September 24, 2009 and then
     10,000 on each September 24 in 2010 and 2011.

As of June 30, 2009 there was $387,215 of total unrecognized
compensation cost relating to unexpired stock options. That
cost is expected to be recognized $56,164 in 2009, $110,040 in
2010, $92,498 in 2011, $75,447 in 2012 and $53,066 in 2013.


NOTE 6 - COMMITMENTS

Leases

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

                            (12)
<PAGE>

Oman under a one year lease expiring December 31, 2009. Rent
expense for the six months ended June 30, 2009 and 2008 was
$69,822 and $41,810 respectively.

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

2009                                 $  28,400
2010                                    56,800
2011                                    56,800
2012                                    56,800
2013                                     9,466
                                     ----------
Total                                $ 208,266
                                     ==========

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.

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

Equity Financing Agreement

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

                            (13)
<PAGE>

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

Omagine Project

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

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

NOTE 7 - SUBSEQUENT EVENTS

Between July 1, 2009 and August 14, 2009, the Company sold
1,053,025 shares of its Common Stock to YA pursuant to the SEDA
for total gross proceeds of $110,000.

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.
                            (14)
<PAGE>

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

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



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

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


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

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

                            (15)

<PAGE>

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


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

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

* Inability of the Company to secure additional financing;

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

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

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








                            (16)
<PAGE>

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

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

JOL has proposed to the Government of Oman (the "Government")
the development of a real estate and tourism project (the
"Omagine Project") to be developed in Oman by the Project
Company, an Omani corporation presently under formation.  JOL,
Consolidated Contractors International Company ("CCIC") and the
Omani investors in the Project Company (the "Omani
Shareholders") are the founder shareholders (the "Founder
Shareholders") of the Project Company. The Project Company will
design, develop, own and operate the entire Omagine Project.

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

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

                            (17)
<PAGE>

Significant commercial, retail, entertainment and hospitality
elements are also included in the Omagine Project which is
expected to take about 4 to 5 years to complete.  The Company
plans, over time, to also be in the property management,
hospitality and entertainment businesses.

In May 2008 the Government of Oman formally approved the terms
by which the Omagine Project will be developed and the Company
subsequently formally accepted the approved terms, a required
step before the Government and the Project Company sign the
Development Agreement (or the "DA"), the agreement which will
govern the design, development, construction, management and
ownership of the Omagine Project.

In July 2008 the Company delivered a completed draft DA for the
Omagine Project (the "July 2008 Draft Agreement") to the
Ministry of Tourism ("MOT") which was based upon the then most
recent standardized development agreement ("Standard DA" or
"SDA") created by the Government in June 2008. The Government's
intent is to employ one Standard DA for all development projects
in Oman, and integrate the specific terms, conditions and
characteristics of each specific project into that Standard DA,
a task while possible, is a complex undertaking given the
complexities and considerable differences among the variety of
proposed projects. The July 2008 Draft Agreement incorporated
the specific commercial and other terms for the Omagine Project
that were agreed to and approved by the Government and accepted
by the Company in formal written communications.

The Founder Shareholders and the Project Company's attorneys
have been engaged with the three required Government Ministries
along with their respective legal staffs during the DA review
process: The Ministry of Tourism ("MOT"), Ministry of
Finance and Ministry of Legal Affairs. The Founder Shareholders
and the Project Company's attorneys have met with the
representatives of these Ministries individually and
collectively. At one such collective meeting on November 2, 2008
all parties reviewed the Company's "comment list" of required
changes to the Standard DA necessary to make it suitable for the
Omagine Project. All parties agreed and accepted the Company's
suggested changes (the "Agreed Changes") and the Company was
requested to provide a "marked draft" of its proposed DA showing
such Agreed Changes (the "November 2008 Draft Agreement"), which

                            (18)
<PAGE>

was delivered to all three Government Ministries electronically
on November 5, 2008 and in printed and bound form on November 9,
2008.

During December 2008, January 2009 and February 2009, the
Company and its attorneys exchanged letters with the Ministry of
Tourism in an attempt to conclude the Development Agreement. The
result of these exchanges and the official Government review and
comment process for the November 2008 Draft Agreement were that
(1) the Government agreed to meet in January (rescheduled to
March) to discuss and conclude the Development Agreement (the
"Final Meeting"), (2) the Government (MOT) requested the Company
to prepare another schedule detailing the changes to the
Standard DA which are proposed (the "Schedule of Changes"), and
(3) the Government requested that the Company form the Project
Company prior to signing the Development Agreement. The Company
agreed to all of the foregoing and also prepared an updated
draft Development Agreement (the "February 2009 Draft
Agreement"). On February 17, 2009 the Company's attorneys
delivered the February 2009 Draft Agreement together with the
Schedule of Changes to the Government. On February 23, 2009 the
Government confirmed that March 16, 2009 would be the date for
the Final Meeting which the Government described as the "wrap-
up" meeting for the Omagine Development Agreement. The
Government also informed the Company's attorneys of its plans to
conduct internal meetings (the "Government Internal Meetings")
among the relevant Ministries (Tourism, Legal Affairs and
Finance) in preparation for the Final Meeting and to review the
Schedule of Changes with a view toward expediting the review
process required at the Final Meeting. As of the date hereof,
the Government Internal Meetings have been ongoing, but not yet
finalized or concluded, and the Government has postponed the
Final Meeting. Delays and postponements of this type are common
for the Government.

In August 2009, the Company's president spoke to the Minister of
Tourism and in that conversation the Minister assured Mr. Drohan
that the Government was anxious to have the Omagine DA signed as
soon as possible. Toward that end, the Minister informed Mr.
Drohan that a new "simplified" standard DA had been prepared by
the Government and would be delivered to Omagine before the end
of August. The Minister indicated that the simplified DA would
greatly expedite the process.

                              (19)
<PAGE>

At this point, and in spite of the many delays to date and the
Company's several prior disappointments with respect to
finalizing the Omagine DA, and based upon the foregoing
conversation with the Minister, management believes (i) that the
Company's persistence with respect to the DA will be of enormous
financial value to the Company once the DA is signed and
development is underway, and (ii) that the Omagine DA will be
signed sometime before the end of 2009.

Management continues to remain reluctant to make predictions in
view of the previously encountered delays, but we are presently
of the opinion that the Company's patient approach to this
process will yield positive results and that a Development
Agreement will be signed by the Project Company and the
Government sometime between September and December 2009.

The Company believes that no outstanding issues exist with
respect to the development agreement and all parties, including
the Government and the Omani Shareholders, are desirous of
signing the Development Agreement expeditiously. The date of
signing the Development Agreement is entirely in the hands of
the Government. Based on recent conversations with Government
officials, the Omani Shareholders, and the Company's attorneys,
the Company understands that the Government is anxious to
conclude this matter. No signing date for the Omagine
Development Agreement has yet been determined.

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

We are presently in the process of forming the Project Company
so that it is legally in existence in Oman and ready to sign the
Development Agreement when required.

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 and has annual revenue of
approximately $5 billion. Consolidated Contractors International
Company, S.A., a Panamanian corporation ("CCIC") is the

                              (20)
<PAGE>

investment arm of CCG.  Consolidated Contractors Company Oman,
LLC, an Omani limited liability corporation ("CCC") is a
construction company employing approximately 6,000 people in
Oman and is CCG's operating subsidiary in Oman. Neither CCG,
CCIC nor CCC is an affiliate of the Company.

The three Omani Shareholders presently are (i) the Office of
Royal Court Affairs, an Omani organization which represents His
Majesty Sultan Qaboos bin Said, the ruler of the Sultanate of
Oman ("RCA"), (ii) Mohammed Nasser Al-Khasibi, an Omani citizen
("MNK"), and (iii) The Omani Union Real Estate Development
Company LLC, an Omani limited liability company ("ORDC"). None
of the Omani Shareholders are affiliates of the Company.

The date the legally binding documents providing the
construction and project financing for the Omagine Project are
executed by the Project Company and the banks is the "Financial
Closing Date" and such date is expected to occur approximately
six months after the development agreement is signed with the
Government. As of the date hereof, the Company has arranged
approximately USD $110 million of equity capital (the "Minority
Equity") for the Project Company via written agreements for the
sale of minority equity interests totaling 49.5% of the Project
Company to CCIC (12%); ORDC (20%); RCA (12.5%); and MNK (5%) for
a total of $109.3 million. The Company's attorneys are currently
preparing the shareholders' agreement among the Founder
Shareholders memorializing the foregoing.

Seventy-five percent (75%) of the Minority Equity attributable
to the Omani Shareholders (approximately $45 million) will be
paid into the Project Company over the six month period
immediately subsequent to the signing of the Development
Agreement and the remaining twenty-five percent (25%) of such
Minority Equity attributable to the Omani Shareholders
(approximately $15 million) will be paid into the Project
Company by the Omani Shareholders on the Financial Closing Date.

One hundred percent (100%) of the Minority Equity attributable
to CCIC (approximately $49.4 million) will be paid into the
Project Company by CCIC on the Financial Closing Date.

Other than the Company's initial capital contribution, which,
depending upon the corporate form adopted in Oman will be

                              (21)
<PAGE>

between $100,000 and $600,000 (the "Company Capital
Contribution"), which the Company will contribute upon the
formation of the Project Company, the Company is not required to
contribute anything further to the Project Company.

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

The memoranda of understanding with the Omani Shareholders which
memorialize the Company's agreements with them as indicated
above (the "MOUs") and the contract with CCIC (collectively, the
 "Investor Agreements") have in the past been renewed from time
to time as the signing of the Development Agreement was delayed.
As of the date hereof each of the Investor Agreements have
expired but both the Omani Shareholders and CCIC have verbally
agreed to continue them in effect and to comply fully with their
respective terms and conditions.

The terms and conditions of the Investor Agreements are being
incorporated into a written shareholders' agreement among the
Founder Shareholders ("Shareholders' Agreement") presently being
prepared. The Shareholders' Agreement will, among other things,
memorialize the approximately USD $109.3 million combined
investment into the Project Company by CCIC, ORDC, MNK and RCA.
As previously disclosed, it has been management's experience
that there is no shortage of willing investors or contractors
for the Omagine Project and that continues to be the case.

The above arrangements may be modified as a result of the type
of corporation formed in Oman or as a result of one or more new
investors in the Project Company but any such modification is
not expected to alter the Company's majority ownership position
of the Project Company nor to materially change the investment
amounts or timing as outlined above.

Subsequent to the signing of the Development Agreement, it must
be ratified by the Ministry of Finance ("MOF") on behalf of the
Government. Since the MOF will have approved the DA in advance
of it being signed, this is expected to be a straightforward
matter. The date the Development Agreement is ratified by the

                              (22)
<PAGE>

MOF on behalf of the Government of Oman is the "Effective Date".

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

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

Baker (www.mbakercorp.com) is headquartered in Pittsburgh, PA,
with offices throughout the U.S and abroad and is experienced in
all aspects of design, program management and construction
management for large scale construction and development projects
of the magnitude of the Omagine Project. Baker has significant
program management and construction management contracts with
the United States military worldwide - including in the Middle
East.

The Company has moved into the final selection process for
interpretive designers, entertainment content and visitor
experience designers to be hired by the Project Company. The
candidates have been narrowed to a short list of professional
companies. One or more of such companies ("Content Developers")

                              (23)
<PAGE>

will be engaged by the Project Company to transform Omagine's
high level strategic vision for the Pearl structures and
surrounding areas into physical places offering emotional,
physical and intellectual interactions that amaze, entertain and
educate. Each of the prospective candidates has serviced a
diverse client base, including theme parks, museums, zoos,
aquariums and other such entertainment complex development
centers around the world, including the Middle East.

In order to move into the actual development stage of the
Omagine Project, the Project Company and the Government must
first sign the Development Agreement. The Company and the
Founder Shareholders are closely following this matter, and
although this process has often been arbitrarily delayed to
date, management and the Founder Shareholders remain confident
that attainment of the ultimate objective of signing the
Development Agreement with the Government is now imminent -
although the precise date for such attainment is difficult to
predict.

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

As previously stated, the Company must pay the Company Capital
Contribution and form the Project Company with CCIC and the
Omani Shareholders prior to the signing of the Development
Agreement and the performance of that task is underway. As
presently contemplated, after corporate formation of Omagine
SAOC the Company will own 50.5% of the Project Company, CCIC
will own 12% and the remaining 37.5% of the Project Company will
be owned by the Omani Shareholders. The Government will not own
any part of the Project Company.

The financial results of the Project Company will be
consolidated with the financial results of the Company in such
manner as to reflect the Company's presently anticipated 50.5%
majority ownership of the Project Company. It is expected
therefore that beginning on the Effective Date the Company will
- on a consolidated basis - experience a monthly increase in net
worth culminating in an aggregate increase in net worth of
approximately USD $55 million on the Financial Closing Date as a
result of the approximately USD $110 million capitalization of
the Project Company. The Project Company's capital as well as

                              (24)
<PAGE>

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

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

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

While the project financing environment is challenging at the
present moment given the worldwide bank liquidity issues,
management has been in touch with Bank Muscat on a regular basis
regarding the financing of the Omagine Project and Bank Muscat

                              (25)
<PAGE>

has indicated that it expects the project finance market to be
substantially more stable when the Project Company will be
seeking such financing on the Financial Closing Date. Based upon
local newspaper reports and conversations with Bank Muscat
officials, management believes that the Omani banks have very
little exposure to the sub-prime market problems afflicting
other financial institutions outside Oman. Management and the
Project Company's prospective Omani bankers and partners are of
the opinion that the present financial market turmoil is
expected to increase the Project Company's cost of borrowing but
otherwise have no material effect or impact on the Omagine
Project.

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

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

Notwithstanding the positive nature of the foregoing "forward
looking statements", no assurances can be given at this time
that the Development Agreement will actually be signed or that
the Financial Closing Date will actually occur.

All "forward looking statements" contained herein are subject
to, known and unknown risks, uncertainties and other factors
which could cause the Project Company's and the Company's actual
results, financial or operating performance or achievements to
differ from management's projections for them as expressed or

                              (26)
<PAGE>

implied by such forward-looking statements. Projections and
assumptions contained and expressed herein are based on
information available to the Company at the time so furnished
and as of the date of this report and are, in the opinion of
management, reasonable. All such projections and assumptions are
subject to significant uncertainties and contingencies, many of
which are beyond the Company's control, and no assurances can be
given that the projections will be realized. Potential investors
are cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof.

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

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

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

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

Selling, general and administrative expenses were $189,728 in

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<PAGE>

the second quarter of 2009, compared to $315,755 in the
second quarter of 2008. This decrease of $126,027 (40%) was
primarily attributable to decreased legal fees of $102,067 and
decreased travel expense of $23,636.

The Company experienced an operating loss of $189,728 during
the second quarter of 2009 as compared to an operating loss of
$315,755 during the same period in the previous fiscal year.
This $126,027 (40%) decrease in the Company's operating loss is
attributable to decreases 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, 2009. Depending upon the outcome of
current negotiations and the availability of resources, the
Company may incur significant expenses related to capital
expenditures in the future.

SIX MONTHS ENDED JUNE 30, 2009 VS.
SIX MONTHS ENDED JUNE 30, 2008

The Company had no revenue for the first half of 2009 and
2008.

Selling, General and Administrative expenses were $548,488
during the first six months of 2009 compared to $572,535
in the first six months of 2008. This decrease of $24,047
(4%) was primarily attributable to decreases in legal fees of
$66,700 and travel expense of $67,937 which was offset by
increases in stock option expense of $34,693, and pension
expense of $72,500.

The Company sustained a loss from operations of $548,488

                              (28)
<PAGE>

during the first six months of 2009 as compared to $572,535
in the first six months of 2008. This $24,047 (4%) decrease in
Company's operating loss was primarily attributable to the
decreased Selling, General and Administrative expenses mentioned
above.

LIQUIDITY AND CAPITAL RESOURCES:

The Company incurred net losses of $1,307,630, $1,043,190 and
$767,951 in its fiscal years 2008, 2007 and 2006, respectively.
The Company's net loss for the six months ended June 30, 2009
was $563,152. During the six months ended June 30, 2009, the

Company experienced a decrease in cash of $49,331. At June 30,
2009, the Company had a working capital deficit of $976,359,
compared to a working capital deficit of $609,991 at December
31, 2008. The $366,368 increased deficit in working capital is
attributable primarily to the $49,331 decrease in cash, increase
in notes payable and accrued interest of $61,597, increase in
accounts payable of $79,885, increase in accrued payroll of
$137,000, increase in due to officers and directors of $7,874
and an increase in accrued expenses and other current
liabilities of $10,294. Of the $996,926 of current liabilities
at June 30, 2009, $435,641 (44%) represents amounts due to
officers and directors.

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

In order to alleviate the Company's necessity to secure
additional funding to continue to implement its business plan
the Company signed a five million dollar ($5,000,000) Standby
Equity Distribution Agreement ("SEDA") with YA Global
Investments, L.P. ("YA") on December 22, 2008.

Pursuant to the SEDA's terms Omagine may, at its sole option and
upon giving a Purchase Notice, sell shares of its Common Stock
to YA (the "Shares") at a "Purchase Price" equal to 95% of the
lowest daily volume weighted average price for a share of
Omagine's Common Stock as quoted by Bloomberg, L.P. during the
five (5) consecutive trading days following such Purchase Notice
(the "Pricing Period"). During the term of the SEDA, the Company

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<PAGE>

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

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

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

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

Between May 1, 2009 and June 30, 2009 the Company sold 542,792
shares of its Common Stock to YA pursuant to the SEDA for total
gross proceeds of $65,000. Between July 1, 2009 and the date
hereof the Company sold 1,053,025 shares of its Common Stock to
YA pursuant to the SEDA for total gross proceeds of $110,000.

Management is of the opinion that these sales of Common Stock
pursuant to the SEDA prior to the signing of the Development
Agreement have exerted downward pressure on the market price of
the Company's Common Stock. Management is presently examining
various ways to attain the funding sufficient to accomplish its

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<PAGE>

primary objectives of (i) getting the Development Agreement
signed, (ii) postponing utilization of the SEDA until after the
DA is signed, and (iii) preventing further unnecessary dilution
to its present shareholders.



ITEM 4:  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, 2009.

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

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

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

                              (31)

<PAGE>

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.



                    PART II   -   OTHER INFORMATION


ITEM 6.    Exhibits and Reports on Form 8-K


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


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


31.1            Sarbannes-Oxley 302 certification *

32.2            Sarbannes-Oxley 1350 certification *

* Filed herewith.


(b)       Reports on Form 8-K


None

                              (32)





<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: August 14, 2009            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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