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

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


For the Quarterly Period Ended: March 31, 2010
                                --------------

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

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


         Delaware                           20-2876380
---------------------------------      ---------------------
State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)      Identification Number)


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


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


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


                            (1)
<PAGE>

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
[ ] Yes  [ ] No

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


Large accelerated filer [ ]                Accelerated filer [ ]

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


Indicate by a check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes  [X] No

As of May 10, 2010, the Registrant had outstanding 11,520,864
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:
       MARCH 31, 2010 AND DECEMBER 31, 2009

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED MARCH 31, 2010 AND MARCH 31, 2009

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
       EQUITY:
       THREE MONTHS ENDED MARCH 31, 2010

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       THREE MONTHS ENDED MARCH 31, 2010 AND MARCH 31, 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 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 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 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>
                             PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS
<TABLE>                     OMAGINE, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                  March 31,       December 31,
                                                    2010              2009
           ASSETS                                 ---------       -----------
                                                 (Unaudited)
<S>                                             <C>               <C>
CURRENT ASSETS:
  Cash                                           $ 106,247          $ 155,821
  Prepaid expenses and other current assets          1,000               -
                                                  --------           --------
       Total Current Assets                        107,247            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 (157,916)          (156,968)
                                                  --------           --------
                                                     8,113              9,061
                                                  --------           --------
  Other assets                                      13,246             13,606
                                                  --------           --------

TOTAL ASSETS:                                    $ 128,606          $ 178,488
                                                   =======            =======
           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Convertible notes payable and accrued
     interest                                    $ 319,890          $ 313,464
  Accounts payable                                 487,762            455,724
  Accrued officers' payroll                        399,500            327,000
  Due officers and directors                         7,703             10,153
  Accrued expenses and other current liabilities    33,278             27,731
                                                 ---------          ---------
        Total Current Liabilities                1,248,133          1,134,072
                                                 ---------          ---------

TOTAL LIABILITIES:                               1,248,134          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:
    11,034,157 shares in 2010
    10,660,904 shares in 2009                       11,034             10,661
Capital in excess of par value                  18,179,813         18,030,176
Retained earnings (deficit)                    (19,310,374)       (18,996,421)
                                               -----------        -----------
     Total Stockholders' Equity (Deficit)       (1,119,527)          (955,584)
                                               -----------        -----------
Total Liabilities And Stockholders' Equity     $   128,606         $  178,488
                                               ===========         ==========


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




                                         (5)





















<PAGE>
<TABLE>
                      OMAGINE, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                        THREE MONTHS ENDED
                                                            March 31,
                                                      ----------------------
                                                       2010            2009
                                                       ----            ----
                                                    (Unaudited)     (Unaudited)
<S>                                             <C>              <C>
REVENUE:
  Net sales                                       $       -          $    -
                                                   ----------      -----------
Total revenue                                             -               -
                                                   ----------      -----------

COSTS AND EXPENSES:
  Cost of sales                                           -               -
  Selling, general and administrative                 306,152         358,668
                                                   ----------      ----------
  Total Costs and Expenses                            306,152         358,668
                                                   ----------      ----------
OPERATING LOSS                                       (306,152)       (358,668)

  Interest income                                         -                32
  Interest expense                                     (7,801)         (6,721)
                                                   ----------      ----------
NET LOSS                                          $  (313,953)     $ (365,357)
                                                  ============     ===========

LOSS PER SHARE - BASIC AND DILUTED                $      (.03)     $     (.04)
                                                  ============     ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
  BASIC AND DILUTED                               10,770,719        9,299,277
                                                  ==========       ==========

<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                  -         -          27,510          -

Sale of Stock Under Standby
   Equity Distribution
   Agreement                       83,257        83        49,917

Net loss                              -         -             -       (313,953)
                               ----------   -------   -----------  -----------
Balances At March 31, 2010     11,034,157   $11,034   $18,179,813 $(19,310,374)
                               ----------   -------   ----------- ------------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                           (7)

<PAGE>
<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                           Three Months Ended March 31,
                                                           ----------------------------
                                                                2010         2009
                                                                ----         ----
                                                            (Unaudited)   (Unaudited)
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                                  $( 313,953)  $ (365,357)
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
    Depreciation and amortization                                  948        1,489
    Stock based compensation related to stock options           27,510       28,082
    Issuance of Common Stock for 401K contribution              72,500       72,500

 Changes in operating assets and liabilities:
    Prepaid expenses, other current assets and other assets       (640)       2,540
    Accounts payable                                            32,038       95,633
    Accrued expenses and other current liabilities               5,547        4,748
    Accrued officers' payroll                                   72,500       72,500
    Accrued Interest on convertible notes payable                6,426        5,100
                                                             ----------   ----------
  Net cash flows used by operating activities                 ( 97,124)    ( 82,765)
                                                             ----------   ----------



CASH FLOWS FROM FINANCING ACTIVITIES:
   Loans from officers and directors                           (2,450)        7,940
   Proceeds from issuance of common stock                      50,000
   Issuance of convertible notes payable                          -          50,000
                                                            -----------    ----------
         Net cash flows from financing activities              47,550        57,940
                                                            -----------    ----------

NET CHANGE IN CASH                                           ( 49,574)     ( 24,825)

CASH BEGINNING OF PERIOD                                       155,821       49,511
                                                            -----------   ----------
CASH END OF PERIOD                                          $  106,247  $    24,686
                                                            ===========   ==========

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

                            (9)
<PAGE>

excluded from the calculation.

For the three months ended March 31, 2010 and 2009, diluted
shares outstanding excluded the following dilutive securities as
the effect of their inclusion would be anti-dilutive.


                                       Shares Issuable
                                     Three Months Ended
                                         March 31,
                                     ------------------
                                     2010          2009
                                     ----          ----


Convertible Notes                   116,008       116,008

Convertible Promissory Notes         20,000        20,000

Stock Options                       342,000       276,000
                                    -------       -------

Total Shares                        478,008       412,008
                                    -------       -------

Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its wholly-owned
subsidiaries, Journey of Light, Inc. ("JOL") and Omagine LLC,
collectively referred to as the "Company". On November
23, 2009, Omagine LLC ("LLC"), an Omani corporation, was
organized by Omagine 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 March 31, 2010, the negative working capital of the Company
was $1,140,887. Further, the Company incurred net losses of
$313,953 and $1,114,409 for the three months ended March 31,

                            (10)
<PAGE>

2010 and for the year ended December 31, 2009, respectively.
These factors raise substantial doubt about the Company's
ability to continue as a going concern. The continued existence
of the Company is dependent upon its ability to execute its
business plan and attain profitable operations or obtain
additional financing.

NOTE 3 - CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST


Convertible notes payable and accrued interest consist of:

                                      March 31,     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                     24,709        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                      5,141         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                      8,025         6,175

Totals                                $ 319,890     $ 313,464




                            (11)
<PAGE>

NOTE 4 - COMMON STOCK

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

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

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

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

In March 2010, the Company issued a total of 83,257 shares of
Common Stock for proceeds of $50,000 under the Standby Equity
Distribution Agreement with YA Global Investments L.P. (See Note
6).

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.


                            (12)



<PAGE>



NOTE 5 - STOCK OPTIONS

The following is a summary of stock option activity for the


three months ended March 31, 2010:

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

Outstanding at March 31, 2010                         530,000
                                                    ---------

Exercisable at March 31, 2010                         342,000
                                                    ---------



















                            (13)





<PAGE>
<TABLE>
Stock options outstanding at March 31, 2010 (all non-qualified) consist of:

<CAPTION>
<C>           <C>               <C>                 <C>             <C>
   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             96,000           $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            342,000
               =========          ==========
<FN>

   (A)  The 64,000 unvested options relating to the 2007 grant are scheduled to vest
        32,000 on April 1, 2010 and 32,000 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 March 31, 2010 there was $303,541 of total unrecognized compensation cost
       relating to unexpired stock options. That cost is expected to be recognized
       $82,530 in 2010, $92,498 in 2011, $75,447 in 2012 and $53,066 in 2013.

</FN>
</TABLE>

                                      (14)
<PAGE>
NOTE 6 - COMMITMENTS

Leases

The Company leases its executive office in New York, New York
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 three months ended March 31, 2010
and 2009 was $33,219 and $28,135, respectively.

At March 31, 2010, the minimum future lease payments are as
follows:

2010                                    42,600
2011                                    56,800
2012                                    56,800
2013                                     9,466
                                     ----------
Total                                $ 165,666
                                     ==========


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

                            (15)

<PAGE>
 "Purchase Notice"), sell shares of its Common Stock (the
"Shares")to YA ("Sales")  at a per Share "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"). The SEDA expires on
April 30, 2011. 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 up to $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 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 $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 intends to file a new registration statement
with the SEC to continue to make Sales available to it pursuant
to the SEDA. An aggregate of $4,220,000 remains available under
the SEDA. All such Sales shall be made at the sole discretion
of the Company.

Omagine Project

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

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

                            (16)
<PAGE>
NOTE 7 - SUBSEQUENT EVENTS

Between April 1 and April 23, 2010, the Company sold 486,707
Shares of its Common Stock to YA pursuant to the SEDA for total
gross proceeds of $175,000.

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.


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
and Omagine LLC will recognize revenue ratably over the

                            (17)

<PAGE>

development period, measured by methods appropriate to the
services and products provided.

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

With the exception of historical information, the matters
discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations constitute
forward-looking statements within the meaning of the 1995
Private Securities Litigation Reform Act that involve
various risks and uncertainties.  Typically, these statements
are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases.
Factors that could cause the Company's actual results to differ
materially from management's projections, forecasts, estimates
and expectations include, but are not limited to, the following:

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

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

* Inability of the Company to secure additional financing;

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

* 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 which,


                              (18)

<PAGE>

subject to the Development Agreement being executed, may be
added to the Company's operations.



The Omagine Project
-------------------

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

The Company has proposed to the Government of Oman (the
"Government") the development of a real-estate and tourism
project (the "Omagine Project") to be developed in Oman by
Omagine LLC (the "Project Company"). 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
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".
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

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

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
are Consolidated Contractors International Company, S.A.L.
("CCIC") and three Omani investors (the "Omani Shareholders").
All proceeds from such sales of 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 the Company intends as
previously disclosed, to appoint Bank Muscat as the financial
advisor to Omagine LLC, the Company views the participation of
the OITP Fund as an equity investor in Omagine LLC as a positive
event that aligns the interests of a major investor in Omagine
LLC with the interests of the bank that will be responsible for
arranging the project financing that Omagine LLC will ultimately
require.

Prior to the signing of the Development Agreement, the Omani

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<PAGE>

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 Shareholders' Agreement is
presently being reviewed by attorneys for the New Shareholders
in anticipation of its imminent signing. The attorneys for the
New Shareholders will also review the final draft Development
Agreement as soon as it becomes available, after which, the
Shareholders' Agreement will be executed and the New
Shareholders will be formally registered as such with the
Ministry of Commerce and Industry in Oman.

In April 2010 a representative of the Office of Royal Court
Affairs, which is one of the Omani Shareholders, met with the
Minister of Tourism ("MOT") to determine the status of the final
approval process by the Government. The Minister informed the
RCA representative that the final draft Development Agreement
would be approved shortly by MOT and a copy delivered to Omagine
LLC for delivery to and review by the attorneys for the New
Shareholders. The review of the final draft Development
Agreement by the attorneys for the New Shareholders is a
necessary condition precedent to the signing of the
Shareholders' Agreement by them.

The Development Agreement consists of two (2) parts: (i) the
"Main Agreement", and (ii) the "Schedules" to the Main
Agreement. On April 18, 2010 management and its attorneys met
with representatives of the MOT and resolved all remaining
issues with respect to the Schedules. MOT requested that we
prepare and deliver to them one new Schedule ("Schedule 24"). As
of the date hereof the Main Agreement and all the Schedules
except Schedule 24 have been approved by the MOT and on May 3,
2010 we delivered what management believes is the final Schedule
24 to MOT and are awaiting their approval of it. Immediately
after the approval of Schedule 24, printed and bound copies of
the final draft Development Agreement will be delivered by
Omagine LLC to MOT. MOT will then officially deliver the final
draft Development Agreement to the Ministry of Finance ("MOF")
and the Ministry of Legal Affairs ("MOLA") for their official
approval. Since representatives of both MOF and MOLA have been
involved in every step of the negotiation and documentary
process to date, the official approvals from MOF and MOLA are

                              (21)
<PAGE>

viewed by management as simply procedural in nature and such
approvals are expected to be forthcoming.

The final draft Development Agreement will also be delivered to
the attorneys for the New Shareholders for their review, which
review is anticipated to take no more than a few days.
Subsequent to this review and to the official approvals of MOF
and MOLA, the Company and the New Shareholders will execute the
Shareholders' Agreement and 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 before June 30, 2010.

As presently contemplated by the Shareholders' Agreement and as
detailed in Exhibit 10.1 hereto, 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
Omani Rials (176,750 OMR) equivalent to approximately four
hundred fifty nine thousand five hundred fifty U.S. dollars

                              (22)
<PAGE>

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

                              (23)
<PAGE>

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. (See: Exhibit 10.1). 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"
of Omagine LLC. The Company capitalized Omagine LLC at formation
by depositing 20,000 Omani Rials, equal to approximately USD

                              (24)
<PAGE>

$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 in Exhibit 10.1, 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 date of signing the Development Agreement is entirely in the
hands of the Government. Based on the 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 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 in 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 6,000 employees in Oman

                              (25)
<PAGE>
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. (See: Exhibits - Exhibit 10.1). 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 and in Exhibit 10.1. Although the Company
expects the definitive versions of such agreements 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 has invested the Company Capital Contribution of
approximately $52,000 into the Project Company at formation in
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 and in Exhibit 10.1 bringing the
Company's total aggregate investment into Omagine LLC to
approximately $656,500.

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
are presently under review by the New Shareholders and their
legal counsel. The Shareholders' Agreement and the Subscription
Agreements may be modified but management presently believes
that any modifications, if any, will be immaterial and are not
expected to alter the Company's majority ownership position of
Omagine LLC nor change the investment amounts or the timings
thereof as outlined above.

As presently planned, the Shareholders' Agreement and
Subscription Agreements will provide that the funding

                              (26)
<PAGE>

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
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, 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 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%
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

                              (27)
<PAGE>
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 capital of Omagine
LLC as well as its proceeds from the sales of residential units
and from bank borrowings will be utilized by it to develop the
Omagine Project. Omagine LLC's ongoing financial results will
continue to be consolidated with the Company's results as
appropriate.

As presently contemplated, Bank Muscat, Oman's largest financial
institution, will be hired by Omagine LLC to arrange all of the
necessary construction and other financing for the Omagine
Project ("Construction Financing"). The 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 project financing environment is challenging at the
present moment given the worldwide bank liquidity issues,
management continues to be in 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 the
project finance market to be substantially more stable when
Omagine LLC will be seeking such financing. 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 shareholders 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. 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 projection 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.

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<PAGE>
The Company had previously expected, based on then present
assumptions of its previous development program, that the
development costs (including the costs for design, construction
management, program management and construction) for the entire
Omagine Project would be less than the approximately $1.6
billion dollars that it had budgeted in 2006 for such work. The
Company presently expects, based on present assumptions which
include an expansion of the development program elements to be
constructed in the Omagine Project from the previously conceived
2006 development program budget, 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 $2.1 billion
dollars. The Company also presently expects, based on present
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 RCA.

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

The Company has again updated its projected financial model for
the Omagine Project since doing so in November 2009 and such
updated financial model presently forecasts net positive cash
flows for Omagine LLC in excess of 900 million dollars over the
five year period subsequent to the signing of the Development

                              (29)
<PAGE>
Agreement with a net present value of the project of
approximately 400 million dollars. 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 observers see as an important indicator of
pent-up future demand. Management cautions however that
investors should not place undue reliance on this financial
model forecast as all such projections 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 with other
financial institutions to optimize Omagine LLC's capital
structure and to arrange the Construction Financing. Omagine
LLC's requirements for bank financing of 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, including
sales to non-Omani persons, 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

                              (30)
<PAGE>

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.

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 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 recover all or a portion of its development expenses for its
conceptualization and promotion of the Omagine Project and may
also be paid a management fee of one half of one percent (0.5%)
of the construction costs following the Financing Agreement
Date.

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 the Company's actual
results, financial or operating performance or achievements to

                              (31)
<PAGE>
differ from management's projections for them as expressed or
implied by such forward-looking statements. Projections and
assumptions contained and expressed herein are based on
information available to the Company at the time so furnished
and as of the date hereof and are, in the opinion of management,
reasonable. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are
beyond the Company's control, and no assurances can be given
that the projections will be realized. Potential investors are
cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof.

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

RESULTS OF OPERATIONS:

THREE MONTHS ENDED MARCH 31, 2010 vs.
THREE MONTHS ENDED MARCH 31, 2009

The Company had no revenue in the first quarter of 2010 and
2009.

Selling, general and administrative expenses were $306,152 in
the first quarter of 2010, compared to $358,668 in the
first quarter of 2009. This decrease of $52,516 (15%) was
attributable to decreased accounting fees of $20,000 and
decreased legal fees of $53,049, offset by increased stockholder
relations of $10,029, increased rent expense of $5,084,
increased travel expense of $3,853 and other increases totaling
$1,567.

The Company experienced an operating loss of $306,152 during
the first quarter of 2010 as compared to an operating loss of
$358,668 during the same period in the previous fiscal year.
This $52,516 (15%) decrease in the Company's operating loss is
attributable to decreases in general and administrative costs.

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.

                               (32)
<PAGE>

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 March 31, 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.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's net loss for the three months ended March 31, 2010
was $313,953.During the three months ended March 31, 2010, the
Company experienced a decrease in cash of $49,574. At March 31,
2010, the Company had a working capital deficit of $1,140,887,
compared to working capital deficit of $978,251 at December 31,
2009. The $162,636 increased deficit in working capital is
attributable primarily to the $49,574 decrease in cash, the
$32,039 increase in accounts payable, and a $72,500 increase in
Accrued Payroll. Of the $1,248,133 of current liabilities at
March 31, 2010, $669,068 (54%) represent amounts due to officers
and directors.

The failure of the Company to secure additional funding to
implement its business plan, or the failure to sign the
Development Agreement for the Omagine Project will significantly
affect the Company's ability to continue operations.

On December 22, 2008, the Company signed a two year Standby
Equity Distribution Agreement (the "SEDA") with YA Global
Investments, L.P. ("YA"). Pursuant to the SEDA Omagine may, at
its sole option and upon giving written notice to YA (a
"Purchase Notice"), sell shares of its Common Stock ("Shares")
to YA ("Sales") at the Purchase Price (as determined pursuant to
the terms of the SEDA). The Company is not obligated to sell any
Shares to YA but may, in its sole discretion, sell that number
of Shares valued at the Purchase Price from time to time in
effect that equals five million dollars ($5,000,000)in the
aggregate. YA is obligated to purchase such Shares from the
Company subject to certain conditions including (i) Omagine
filing a Registration Statement with the SEC to register the
Shares, (ii) the SEC declaring such Registration Statement

                               (33)
<PAGE>
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 intends
to file a new registration statement with the SEC to continue to
make Sales available to it pursuant to the SEDA. An aggregate of
$4,220,000 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 March 31, 2010.
The Evaluation did not identify the occurrence of any change in
the Company's internal control over financial reporting during
the first 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

                               (34)
<PAGE>

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 6.    Exhibits and Reports on Form 8-K

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

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

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

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

3.1               Amendments to the Certificate of
                  Incorporation of the Company (1)(2)(3)(4)

10.1              Exhibit J to the proposed Shareholders'
                  Agreement among the shareholders of Omagine
                  LLC (5)

31.1              Sarbannes-Oxley 302 certification *

32.2              Sarbannes-Oxley 1350 certification *

       * Filed herewith

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

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

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

                              (36)
<PAGE>


(4)  Previously filed with the Securities and Exchange
Commission on January 4, 2010 as an exhibit to the Company's
current Report on Form 8-K and incorporated herein by reference
thereto.

(5)  Previously filed with the Securities and Exchange
Commission on April 14, 2010 as an exhibit to the Company's
Report on Form 10-K for the fiscal year ended December 31, 2009
and incorporated herein by reference thereto.



(b)       Reports on Form 8-K



On January 4, 2010 the Company filed a report on Form 8-K
disclosing the filing of an Amendment to the Company's
Certificate of Incorporation with the Secretary of State of
Delaware as approved by a majority of stockholders at its annual
meeting on December 29, 2009.


















                              (37)




<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: May 10, 2010            OMAGINE, INC.
                               (Registrant)


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



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









                              (38)