form10q.htm

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Principles of Consolidation - The consolidated financial statements include the accounts of Omagine, Inc. (“Omagine”) and its wholly owned subsidiary, Journey of Light, Inc. (“JOL”) and its 60% owned subsidiary Omagine LLC (“LLC”). Omagine, JOL and LLC are collectively referred to herein as “the Company”. LLC is a limited liability company which was organized on November 23, 2009 under the laws of the Sultanate of Oman. All inter-company transactions have been eliminated in consolidation.

The consolidated balance sheet for 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 amended annual report on Form 10-K/A for the Company’s fiscal year ended December 31, 2011 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.

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 (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's amended annual report on Form 10-K/A for the fiscal year ended December 31, 2011 filed with the SEC on May 17, 2012.

Income Taxes - The Company is subject to income taxes at both the federal and state level. Separate state income tax returns are filed with each state in which the Company is incorporated or qualified as a foreign corporation. Other than LLC which is subject to income taxes in Oman, the Company is not presently subject to income taxes in any foreign country.

The Company reports interest and penalties as income tax expense.

Deferred tax assets and liabilities are recognized based on differences between the book and tax bases of assets and liabilities using presently enacted income tax rates. The Company establishes a provision for income taxes by applying the provisions of the applicable enacted tax laws to taxable income, if any, for that period. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Stock-based Compensation - Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”. For stock options granted, we have recognized compensation expense based on the estimated grant date fair value method using the Black-Scholes valuation model. For these awards, we have recognized compensation expense using a straight-line amortization method. ASC 718 requires that stock-based compensation expense be based on awards that are ultimately expected to vest. Stock option expense for the nine months ended September 30, 2012 and 2011 was $1,320,807 and $69,374, respectively. See Note 5.

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

For the nine months ended September 30, 2012 and 2011, diluted shares outstanding excluded the following dilutive securities as the effect of their inclusion would be anti-dilutive:

	Shares Issuable
	Nine Months Ended September 30,
	2012		2011
Convertible Notes		151,955		283,006
Stock Options		2,281,000		324,000
Warrants		6,363,674		0
Total Shares of Common Stock Issuable		8,796,629		607,006

Non-controlling Interests in Omagine LLC - As of the date of this report LLC is owned 60% by Omagine. In May 2011, Omagine, JOL and three new investors entered into a shareholders’ agreement (the “Shareholder Agreement”) pursuant to which Omagine’s 100% ownership of LLC was reduced to 60%. As of the date hereof the shareholders of Omagine LLC and their associated ownership percentages as registered with the Government of Oman are as follows:

Omagine, Inc.	60	%
Office of Royal Court Affairs	25	%
Consolidated Contracting Company S.A.	10	%
Consolidated Contractors (Oman) Company LLC	5	%

The Office of Royal Court Affairs (“RCA”) is an organization representing the personal interests of His Majesty Sultan Qaboos bin Said, the ruler of Oman.

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Consolidated Contractors International Company, SAL, (“CCIC”) is a 60 year old Lebanese multi-national company headquartered in Athens, Greece. CCIC has approximately five and one-half (5.5) billion dollars in annual revenue, one hundred twenty thousand (120,000) employees worldwide, and operating subsidiaries in among other places, every country in the Middle East.

Consolidated Contracting Company S.A. is a wholly owned subsidiary of CCIC and is its investment arm.

Consolidated Contractors (Oman) Company LLC, is a construction company with approximately 13,000 employees in Oman.

Reclassifications – Certain 2011 account balances have been reclassified to conform to the current year’s presentation.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). ASU 2011-04 expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. This guidance will be effective for the Company beginning January 1, 2012. The Company anticipates that the adoption of this standard will not materially affect its consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all non-owner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively. This guidance became effective for the Company beginning January 1, 2012. The Company anticipates that the adoption of this standard will not change the presentation of its consolidated financial statements.

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08, “Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”). This ASU is intended to simplify how entities test goodwill for impairment and permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not expect this ASU will have an impact on our Consolidated Financial Statements.

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210)—Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). The update requires entities to disclose information about offsetting and related arrangements of financial instruments and derivative instruments. The ASU is effective for annual periods beginning on or after January 1, 2013 and interim periods therein. The Company is currently evaluating the impact this update will have on our consolidated financial statements.

In December 2011, FASB issued ASU No. 2011−12, “Comprehensive Income - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011−12”). Among the new provisions in ASU 2011-05 was a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements); however this reclassification requirement is indefinitely deferred by ASU 2011-12 and will be further deliberated by the FASB at a future date.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

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NOTE 2 - GOING CONCERN AND LIQUIDITY

At September 30, 2012, the Company had negative working capital of $797,679. The Company incurred net losses of $2,130,352 and $1,804,451 for the nine months ended September 30, 2012 and for the year ended December 31, 2011, 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.

NOTE 3 - CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST

Convertible notes payable and accrued interest thereon consist of:


	Sept. 30,		Dec. 31,
	2012		2011
Due to the president of the Company, interest at 8% per annum, due on demand, convertible into common stock at a conversion price of $2.00 per share:

Principal	$	-	$	192,054
Accrued Interest		-		51,649

Due to the secretary of the Company, interest at 8% per annum, due on demand, convertible into common stock at a conversion price of $2.00 per share:

Principal		39,961		39,961
Accrued Interest		13,147		10,747

Due to a director of the Company, interest at 10% per annum, due on demand, convertible into common stock at a conversion price of $2.50 per share:

Principal		150,000		150,000
Accrued Interest		29,945		18,685

Due to investors, interest at 15% per annum, due on demand, convertible into common stock at a conversion price of $2.50 per share:

Principal		50,000		50,000
Accrued Interest		26,805		21,175

Due to investors, interest at 10% per annum, due on demand, convertible into common stock at a conversion price of $2.50 per share:

Principal		50,000		100,000
Accrued Interest		6,754		13,678
	$	366,612	$	647,949

NOTE 4 – COMMON STOCK

In January 2011, the Company issued and contributed a total of 51,784 shares of Common Stock to all eligible employees of the Omagine, Inc. 401(k) Plan (two of the three employees are directors of the Company and all three are officers of the Company). The $72,500 valuation is based on the $1.40 closing trading price of the free trading Common Stock on the date of contribution.

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From January 2011 to June 2011, the Company issued and sold a total of 193,442 shares of Common Stock for proceeds of $165,000 under the SEDA with YA. (See Note 7 under “Equity Financing Agreements”).

From January to September 2011, the Company issued and sold to accredited investors a total of 130,438 shares of Common Stock for proceeds of $265,000.

On March 4, 2011, the Company issued 15,000 shares of Common Stock to a consultant for services rendered valued at $6,750.

In May and June 2011, the Company issued a total of 244,216 shares of Common Stock to YA Ltd. in satisfaction of $300,000 of commitment fees due in connection with the New SEDA (See Note 7 under “Equity Financing Agreements”).

From August to December 2011, the Company issued and sold a total of 111,175 shares of Common Stock for proceeds of $230,000 under the New SEDA with YA Ltd. (See Note 7 under “Equity Financing Agreements”).

On August 29, 2011, as discussed in Note 7 under “Employment Agreements”, the Company issued an aggregate of 150,000 shares of Common Stock to its president and to its secretary pursuant to the exercise by them at $1.25 per share of an aggregate of 150,000 stock options granted to them in 2001. The $187,500 aggregate exercise amount was satisfied by a $187,500 reduction in accrued payroll due to these two officers.

On December 8, 2011, the Company issued a total of 215,000 restricted shares of Common Stock to six consultants for services rendered valued at a total of $299,710. The $299,710 valuation is based on the $1.70 closing trading price of the free trading Common Stock on the December 8, 2011 date of grant less an 18% restricted stock discount (which was calculated using the Finnerty Method).

In January 2012, the Company issued and sold a total of 25,063 shares of Common Stock for proceeds of $40,000 under the New SEDA with YA Ltd. (See Note 7 under “Equity Financing Agreements”).

In January 2012, the Company issued 1,994 shares of Common Stock to a consultant for services rendered valued at $3,250.

In January 2012, the Company issued 15,000 shares of Common Stock to an investor relations consultant for services rendered valued at $15,000.

In February 2012, the Company issued and sold a total of 17,705 shares of Common Stock for proceeds of $25,000 under the New SEDA with YA Ltd. (See Note 7 under “Equity Financing Agreements”).

In March 2012, the Company issued and sold a total of 25,712 shares of Common Stock for proceeds of $25,000 under the New SEDA with YA Ltd. (See Note 7 under “Equity Financing Agreements”).

In March 2012, pursuant to a rights offering, the Company issued and sold 1,014,032 shares of Common Stock to its shareholders for proceeds of $1,267,540. Of the $1,267,540 total proceeds from the rights offering, $731,639 of such proceeds (representing 585,311 shares) was collected in cash and $535,901 of such proceeds (representing 428,721 shares) was satisfied through the reduction of debt (including $506,750 of such debt due to Company officers and directors).

In May 2012, the Company issued and contributed a total of 50,834 shares of Common Stock to all eligible employees of the Omagine, Inc. 401(k) Plan (two of the three employees are directors of the Company and all three are officers of the Company). The $76,250 valuation is based on the $1.50 closing trading price of the free trading Common Stock on the date of contribution.

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NOTE 5 – STOCK OPTIONS AND WARRANTS

Stock Options

On December 30, 2009, shareholders authorized the Board of Directors to reserve 2,500,000 shares of its authorized but unissued Common Stock (the “Reserved Shares”) for issuance under the Omagine, Inc. 2003 Stock Option Plan (the “Plan”). On October 14, 2011, the Company registered the Reserved Shares for resale by filing a registration statement with the SEC on Form S-8. On September 12, 2012, the Company filed a post-effective amendment to the registration statement to reflect stock options that had expired or were cancelled, issued or exercised under the Plan subsequent to October 13, 2011. The Plan expires August 31, 2013.

The Plan is designed to attract, retain and motivate employees, directors, consultants and other professional advisors of the Company and its subsidiaries (collectively, the “Recipients”) by giving such Recipients the opportunity to acquire stock ownership in the Company through the issuance of stock options to purchase shares of the Company’s Common Stock.

The following is a summary of stock option activity under the Plan for the nine months ended September 30, 2011 and 2012:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2011		528,000		$	1.96		4.58	$	207,060
Granted in Q1 2011		-			-		-		-
Exercised in Q1 2011		-			-		-		-
Forfeited / Expired in Q1 2011		-			-		-		-
Outstanding at March 31, 2011		528,000		$	1.96		4.33	$	1,360
Exercisable at March 31, 2011		404,000		$	1.88		3.42	$	1,360
Granted in Q2 2011		6,000		$	0.85		4.92		-
Exercised in Q2 2011		-			-		-		-
Forfeited / Expired in Q2 2011		-			-		-		-
Outstanding June 30, 2011		534,000		$	1.95		4.08	$	277,360
Exercisable June 30, 2011		442,000		$	1.82		3.67	$	277,360
Granted in Q3 2011		-			-		-		-
Exercised in Q3 2011		(150,000	)	$	1.25		-		-
Forfeited/Expired in Q3 2011		-			-		-		-
Outstanding September 30, 2011		384,000		$	2.23		5.33	$	717,820
Exercisable September 30, 2011		324,000		$	2.16		5.00	$	629,020

Outstanding at January 1, 2012		344,000		$	2.01		5.67		90,360
Granted in Q1 2012		1,994,000		$	1.70		0.75		-
Exercised in Q1 2012		-			-		-		-
Forfeited / Expired in Q1 2012		(50,000	)	$	1.70		-		-
Outstanding at March 31, 2012		2,288,000		$	1.75		1.50	$	85,860
Exercisable at March 31, 2012		1,256,000		$	1.74		1.75	$	85,860
Granted in Q2 2012		23,000		$	1.70		0.92		-
Exercised in Q2 2012		-			-		-		-
Forfeited / Expired in Q2 2012		-			-		-		-
Outstanding at June 30, 2012		2,311,000		$	1.75		1.25		63,160
Exercisable at June 30, 2012		1,293,500		$	1.74		1.50		63,160
Granted in Q3 2012		-			-		-		-
Exercised in Q3 2012		-			-		-		-
Forfeited / Expired in Q3 2012		-			-		-		-
Outstanding at September 30, 2012		2,311,000		$	1.75		0.92		402,410
Exercisable at September 30, 2012		2,281,000		$	1.73		0.92		402,410

Omagine is not obligated under an employment agreement with its Controller and Principal Accounting Officer. For the nine months ended September 30, 2012, the Company accrued officer’s compensation due to its Controller on the basis of an annual salary of $80,000. At September 30, 2012, unpaid accrued officer’s compensation due to this Company officer was $92,550.

Equity Financing Agreements

On December 22, 2008, Omagine entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA Global Investments, L.P. (“YA”). The SEDA expired on April 30, 2011. Pursuant to the terms of the SEDA, Omagine could, at its sole option and upon giving written notice to YA (a “Purchase Notice”), sell shares of its Common Stock (the “Shares”) to YA 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”). During the term of the SEDA, Omagine was not obligated to sell any Shares to YA but could, in its sole discretion, sell that number of Shares valued at the Purchase Price from time to time in effect that equaled up to $5,000,000 in the aggregate. YA was obligated to purchase such Shares from Omagine 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 had to be separated by a time period equal to the Pricing Period, and (iv) the amount of any such individual periodic sale of Shares could not exceed $200,000. All sales of Shares pursuant to the SEDA were made at the sole discretion of Omagine. The Registration Statement filed by Omagine with the SEC was declared effective by the SEC as of May 1, 2009 and its effective status expired on April 30, 2010. Omagine filed a new registration statement with the SEC to continue to make sales available to it pursuant to the SEDA and the SEC declared such new registration statement to be effective as of June 7, 2010. The SEDA expired on April 30, 2011.

On May 4, 2011, Omagine entered into a new two year SEDA (the “New SEDA”) with YA Global Master SPV Ltd. (“YA Ltd”) on substantially the same terms and conditions as the SEDA executed between YA and Omagine in December 2008. Omagine issued 176,471 restricted shares of Common Stock to YA Ltd in satisfaction of a $150,000 commitment fee due to YA Ltd pursuant to the New SEDA. In June 2011, Omagine and YA Ltd amended the New SEDA to increase the commitment amount under the New SEDA from $5 million to $10 million and Omagine issued an additional 67,745 restricted shares of its Common Stock to YA Ltd in satisfaction of the additional $150,000 commitment fee due pursuant to such amendment. The Registration Statement filed by Omagine with the SEC was declared effective by the SEC as of August 24, 2011 and its effective status expired on May 25, 2012. Omagine filed an amendment to the original registration statement with the SEC on September 12, 2012 to continue to make sales available to it pursuant to the New SEDA and, as of the date of this report, the SEC has not yet declared such amendment to be effective. The New SEDA automatically expires on September 1, 2013.

Omagine Project

Omagine LLC’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 signing of a Development Agreement between Omagine LLC and the Government of Oman for the Omagine Project.

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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.

Omagine LLC Shareholder Agreement

In May 2011, Omagine, Inc., JOL and three new investors (the “New Investors”) entered into an agreement relating to Omagine LLC (the “Shareholder Agreement”). Pursuant to the Shareholder Agreement, Omagine, Inc. made an Omani Rial (“OMR”) 7,500 (approximately $19,500) capital contribution to Omagine LLC on June 9, 2011 and agreed to make an additional capital contribution to Omagine LLC of OMR 210,000 (approximately $546,000) after the execution of the Development Agreement between the Government of Oman and Omagine LLC and before the “Financing Agreement Date” (as that term is defined in the Shareholder Agreement). In exchange for a 40% share ownership of Omagine LLC, the New Investors made cash capital contributions to Omagine LLC totaling OMR 60,000 (approximately $156,000) and agreed to make additional cash capital contributions to Omagine LLC totaling OMR 26,628,125 (approximately $69,233,125) at the Financing Agreement Date. In addition one of the New Investors agreed to make a non-cash capital contribution to Omagine LLC. The amount of such “payment-in-kind” non-cash capital contribution is yet to be determined and will represent the value of the land constituting the Omagine Site which such investor previously owned and has made available to Omagine LLC for development of the Omagine Project.

NOTE 8 – RELATED PARTY TRANSACTIONS

At September 30, 2012 and 2011, accounts payable includes $0 and $12,344, respectively, due to various officers and directors of the Company.

NOTE 9 – SUBSEQUENT EVENT

On November 16, 2012, two of the three members of the Board of Directors signed a Board of Directors’ resolution (the “November 16 Resolution”) approving the extension to June 30, 2013 of the expiration dates of the 1,965,000 January 2012 Options outstanding at September 30, 2012 (the “Extension”).

On November 20, 2012, the Company calculated that the fair value of the Extension to be booked by the Company as compensation expense in the fourth quarter of 2012 would be approximately $900,000 (the “Stock Option Expense”).

On November 21, 2012, because of (i) the amount of the Stock Option Expense, and (ii) the uncertainty surrounding the possibility of signing the Development Agreement in December 2012, the two members of the Board of Directors who had previously approved the November 16 Resolution approved another Board of Directors’ resolution which unwound and canceled the November 16 Resolution.

The three members of the Board of Directors plan to convene a meeting in December 2012 to revisit the issue of the Extension and to review the advisability, given the facts at that time, of implementing or not implementing the Extension. It is uncertain at the present time if the Extension will occur or be effective (i) during the fourth quarter of the year ending December 31, 2012, (ii) during the first quarter of the year ending December 31, 2013, (iii) or at all.

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

Omagine, Inc. (the "Registrant" or "Omagine, Inc.") is a holding company which was incorporated in Delaware in October 2004. The Registrant conducts substantially all of its operations through its 60% owned subsidiary Omagine LLC and its wholly-owned subsidiary Journey of Light, Inc. (“JOL”). Omagine, Inc., JOL and Omagine LLC are sometimes referred to herein collectively as the "Company".

In November 2009, Omagine, Inc. and JOL formed Omagine LLC, an Omani limited liability company in the Sultanate of Oman ("Oman"). Omagine LLC is engaged in the business of real estate development in Oman.

In May 2011, Omagine LLC sold newly issued shares of its capital stock to Omagine Inc. and three investors thereby reducing the Omagine, Inc. ownership of Omagine LLC from 100% to 60%.

The Company plans to continue its focus on real-estate development, entertainment and hospitality ventures and on developing, building, owning and operating tourism and residential real-estate development projects, primarily in the Middle East and North Africa (the “MENA Region”).

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. The method of revenue recognition at Omagine LLC will be determined by management when and if it becomes likely that Omagine LLC will begin generating revenue.

Valuation Allowance for Deferred Tax Assets. The carrying value of deferred tax assets assumes that the Company will not be able to generate sufficient future taxable income to realize the deferred tax assets, based on management's estimates and assumptions.

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

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The Omagine Project

The Company has proposed to the Government of Oman (the “Government”) the development of a tourism and real estate project (the “Omagine Project”) to be developed by Omagine LLC in Oman. Omagine LLC was formed in Oman for the purpose of designing, developing, owning and operating the Omagine Project.

We anticipate that the Omagine Project will be developed on one million square meters (equal to approximately 245 acres) of beachfront land facing the Gulf of Oman just west of the capital city of Muscat and approximately six miles from Muscat International Airport (the “Omagine Site”). 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; 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; shopping and retail establishments integrated with the hotels; commercial office buildings; and more than two thousand residences to be developed for sale.

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

Non-Omani persons (such as expatriates living and working in Oman) are not permitted by Omani law to purchase land or residences in Oman outside of an Integrated Tourism Complex (“ITC”). Pursuant to the Development Agreement as presently agreed, the Government will issue a license to Omagine LLC designating the Omagine Project as an ITC and as such, Omagine LLC will be permitted to sell the freehold title to land and properties which are developed on the Omagine Site to any person, including any non-Omani person.

The Development Agreement

The contract between the Government and Omagine LLC which will govern the design, development, construction, management and ownership of the Omagine Project and the Government’s and Omagine LLC’s rights and obligations with respect to the Omagine Project, is the “Development Agreement” (the “DA”). The Development Agreement has been approved by all the required Ministries of the Government of Oman.

The Omagine Project and the Omagine DA have received multiple Government approvals over the past several years including at least three (3) written approvals of the project from the Government. In July 2011, after many drafts and several years of negotiations, the Omagine Development Agreement was agreed by Omagine LLC and all required ministries of the Government (the “Final DA”). In September 2011, as requested by the Ministry of Tourism (“MOT”), Omagine LLC registered its new shareholders (see “Shareholder Agreement” below) with the Ministry of Commerce & Industry and, to the best knowledge and belief of the Company and its attorneys, no further barrier to signing the Final DA now exists.

A new Minister of Tourism, His Excellency Ahmed Al-Mahrizi, was appointed on March 1, 2012.

In mid-May 2012 Omagine LLC received a letter from His Excellency Ahmed Al-Mahrizi (the “Minister’s Letter”) requesting Omagine LLC to provide certain information to MOT. The Minister’s Letter, which requested documentation on four items, is attached hereto as Exhibit 99.5.

Representatives of the shareholders of Omagine LLC (the Company, Royal Court Affairs, and Consolidated Contractors) met for several hours on July 1, 2012 with His Excellency Ahmed Al-Mahrizi and a lawyer for MOT.

Having been recently appointed in March 2012, the Minister, reasonably enough, was not completely familiar with the concept and scope of the Omagine Project and requested that we update him on the project. The Omagine LLC shareholders described the project in detail and showed His Excellency a video presentation of the project, several drawings, sketches, architectural renderings, site plans and the overall conceptual master plan. A detailed discussion of the genesis and background of the project including the history of our prior negotiations with the MOT then ensued. The Minister was quite pleased with the description and discussion as he was unaware of many of the details until our meeting.

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We then presented to His Excellency our written response to the Minister’s Letter along with attachments containing the requested information – including, among other things, six “comfort letters” in support of the Omagine Project from some of the largest banks in the MENA Region – including three banks in Oman. A detailed, open, frank and friendly discussion was then held regarding the Minister’s Letter, our response thereto and the Development Agreement. The Minister was especially pleased to learn that certain matters about which he had concerns as well as all of the matters detailed in the Minister’s Letter were already covered and agreed in the Final DA.

The MOT lawyer in attendance mentioned that we (Omagine) had not yet responded to a list of Ministry of Legal Affairs (“MOLA”) comments sent to us by MOT in early 2011. This was incorrect since, as previously disclosed, we had delivered our response to such MOLA comments by Federal Express to MOT on March 14, 2011. We explained to the Minister and the MOT lawyer that our response to such MOLA comments was indeed delivered to MOT and that such MOLA comments and our responses thereto were subsequently approved by MOT and incorporated into the agreed DA. The Minister was pleased to learn this and asked that we send a copy of our response to the MOLA comments along with a copy of the agreed DA to Her Excellency Maitha Al Mahrouqi, the Under-Secretary of Tourism, to whom he has specifically assigned responsibility for the Omagine Project.

The meeting concluded with the Minister confirming that he is in agreement with and enthusiastic about the development of the Omagine Project. He also stated that he was entirely satisfied with our project presentation, that he agreed it will be a wonderful project for Oman, that he was completely satisfied with our response to his May 9th Minister’s Letter and that he is agreeable to sign the DA as soon as possible.

His Excellency Al Mehrzi stated: "Her Excellency Maitha is on leave for the next few weeks but on her return, please get the paperwork organized with her and I am ready to sign the DA during Ramadan".

All of the Omagine attendees at the meeting unanimously agreed that the meeting results were excellent and all agreed that His Excellency Ahmad Al Mehrzi is very clearly a talented, intelligent, direct, and very personable man who wants to get things done.

In a prior communication during June, Her Excellency Maitha Al Mahrouqi indicated to us that she would return to work on July 26, 2012. A copy of our March 14, 2011 response to the MOLA comments was sent to Her Excellency Maitha’s office on July 7, 2012 along with a request for a meeting to discuss the Final DA.

On September 5, 2012, management met to discuss the Omagine Project with Her Excellency Maitha and several newly appointed members of her staff including MOT’s new Director of General Planning. The meeting was quite cordial and businesslike and centered on a discussion of Omagine LLC’s July 1, 2012 letter to, and meeting with, the Minister of Tourism.

Her Excellency acknowledged the past delays, stated that her new staff had some questions, and assured us that MOT’s intent was to deal with the Omagine Project DA in a forthright and expeditious manner. Mr. Drohan suggested an early October signing date for the DA and Her Excellency responded that “she wanted her staff questions to be resolved and perhaps National Day (November 18) would be more appropriate”. Notwithstanding this comment by Her Excellency, no firm signing date for the DA was agreed.

With respect to the discussion of our July 1, 2012 reply letter to the Minister, we made several references during the meeting to the Development Agreement and to the shareholder agreement among the Omagine LLC shareholders (“Shareholder Agreement”).

A staff member in attendance stated that MOT did not have a copy of the Shareholder Agreement. This was incorrect. We explained to Her Excellency that Omagine LLC had delivered a copy of the Shareholder Agreement to MOT in June 2011 and we then offered to deliver another copy to MOT by the following Saturday, September 8th. Her Excellency was pleased with this, asked that we deliver it personally to her, and directed her staff to give us a written reply the next day (September 9) outlining any remaining issues that MOT needed to be resolved before the DA signing.

Shortly after the conclusion of the meeting on September 5th, we received an email from Her Excellency’s staff stating that upon receipt by MOT of the Shareholder Agreement on September 8th, MOT would “send you a letter holding details of our requirements on Wednesday the 12th of September, 2012 instead of Sunday the 9th“. We delivered a copy of the Shareholder Agreement to Her Excellency, the Under-Secretary on September 8th and eleven days later on September 19th we received a letter (the “MOT Letter”) from MOT.

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The MOT Letter requests us to deliver a letter to MOT signed by all the shareholders of Omagine LLC specifying that we will not transfer the project without MOT’s approval and a second letter also signed by all the shareholders of Omagine LLC specifying that Omagine LLC will be transformed into Omagine SAOC (a joint-stock company) with the same shareholders as Omagine LLC.

The matters in the MOT Letter are purely of a clerical or legal process nature and, other than the timing of the Transformation, do not constitute or include any matter requiring further negotiation or resolution between the parties.

On September 24, 2012, unsigned drafts of the two simple letters were sent by us to MOT to obtain their prior approval to the language so that no matter in the letters could be later contested by MOT.

On October 1, 2012, in response to our September 30th follow-up, we were notified by email that MOT was still reviewing the drafts.

On October 2, 2012 our attorney spoke to H.E. Maitha who again reiterated her desire to move the DA process to a rapid conclusion and also promised that she would expedite the approval of the drafts with her staff.

On October 13, we received some immaterial suggested changes to the drafts from MOT.

Later that day on October 13, we notified MOT that we accepted all their suggested changes and promptly signed the letters on behalf of Omagine, Inc., had CCC-Oman sign on behalf of CCC-Oman and sent it to Athens where it was signed by CCC-Panama.

On October 23rd, we met with RCA and delivered the two letters (signed by CCC and the Company), for signature by RCA whereupon RCA objected to the one letter requiring the Transformation into a joint-stock company before the DA signing. RCA (correctly) stated that this was unnecessary and would merely delay the DA signing. The RCA representative immediately called H.E. Maitha who was unavailable at the time. The eight day EID holiday followed after this.

On November 6th and November 15th we spoke to the RCA representative who informed us that he had not yet heard back from H.E. Maitha but that he would contact her after the National Day holidays which ended on November 24, 2012.

On November 14th we provided MOT with further copies of the Omagine masterplan and other supporting documents which they had requested although these documents and plans were previously provided to the previous MOT staff.

We are awaiting the outcome of the discussions between MOT and RCA relative to the timing of the Transformation before we can advance the project further

The transformation of Omagine LLC into Omagine SAOC is a straightforward legal, clerical and bureaucratic exercise and we have begun this process. Unlike the two letters mentioned above however (the delivery of which is completely within the control of the Omagine LLC shareholders), the corporate transformation requires an amendment to the Shareholder Agreement and a modification to the timing of portions of the investments by the Omagine LLC shareholders because under Omani law joint stock companies require a minimum capitalization of 500,000 Omani Rials and limited liability companies require a minimum capitalization of only 150,000 Omani Rials. In addition, various legal documentation, board resolutions, filings with the Ministry of Commerce & Industry, and announcements in local newspapers are required. Although we have begun the legal documentation process, the remainder of this process cannot now begin until after we receive clarification of the outcome of the MOT / RCA discussion regarding the timing of the Transformation.

It is unclear at the moment whether MOT will agree with RCA and sign the DA prior to the corporate transformation of Omagine LLC into Omagine SAOC. What is clear is that there is no legal barrier to its doing so. We may still have to finalize the transformation of Omagine LLC into Omagine SAOC (a joint stock company) before signing the DA. We are seeking clarification on this matter from both MOT and RCA.

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Management remains optimistic that the Government will soon memorialize its agreement to the Final DA in a signed written document but until the aforementioned clarification regarding the Transformation is received from RCA and MOT, we are unable to project a likely signing date. Notwithstanding the foregoing, we caution investors that we are unable at this time to give any assurances whatsoever that the DA will actually be signed by the parties until the parties actually sign the DA. Indeed, past experience strongly indicates that caution should be exercised in making any such assumptions until the DA is actually signed by the parties.

The Shareholder Agreement

In May 2011, Omagine, Inc., JOL and three (3) investors (the “New Shareholders”) signed a shareholders’ agreement dated as of April 20, 2011 with respect to Omagine LLC (the “Shareholder Agreement”). The Shareholder Agreement is Exhibit 10.4 hereto.

Prior to the signing of the Shareholder Agreement, Omagine LLC was wholly owned by Omagine, Inc. and JOL. Pursuant to the provisions of the Shareholder Agreement, Omagine, Inc. reduced its 100% ownership of Omagine LLC to sixty percent (60%) and Omagine LLC sold newly issued shares of its capital stock to the New Shareholders and to Omagine, Inc. for a cash investment amount of approximately $70.1 million (the “Cash Investment”) plus an as yet undetermined non-cash “payment-in-kind” amount representing the value of the land constituting the Omagine Site.

Pursuant to the terms of the Shareholder Agreement, the Cash Investment will be invested in three stages. As of the date hereof the initial portion of the Cash Investment equal to approximately $390,000 has been received by Omagine LLC from the New Shareholders and Omagine, Inc.

In the event that the Transformation is done after we sign the DA, then subsequent to the signing of the DA but prior to the Financing Agreement Date (as hereinafter defined), an additional portion of the Cash Investment equal to 210,000 Omani Rials which is equivalent to approximately $546,000 (the “OMAG Final Equity Investment”) will be invested by the Company after the DA is signed and received by Omagine LLC from Omagine, Inc..

In the event that we are required to do the Transformation before signing the DA, then the OMAG Final Equity Investment of approximately $546,000 will be invested by Omagine, Inc. prior to the time that the DA is signed and will be received by Omagine LLC from Omagine, Inc. before the Transformation.

In the event that the Transformation is done after we sign the DA, then on or immediately subsequent to the Financing Agreement Date, the final portion of the Cash Investment equal to approximately $69,233,125 will be received by Omagine LLC from the New Shareholders.

In the event that we are required to do the Transformation before signing the DA, then the New Shareholders will invest an additional 140,000 Omani Rials which is equivalent to approximately $364,000 prior to the time that the DA is signed and the final portion of the Cash Investment equal to approximately $68,869,125 will be received by Omagine LLC from the New Shareholders on or immediately subsequent to the Financing Agreement Date.

The value of the non-cash “payment-in-kind” investment by RCA will be added to Omagine LLC’s capital after such value is determined subsequent to the signing of the Development Agreement.

The Office of Royal Court Affairs ("RCA"), is an Omani organization representing the personal interests of His Majesty, Sultan Qaboos bin Said, the ruler of Oman. Consolidated Contractors International Company, SAL, (“CCIC”) is a 60 year old Lebanese multi-national company headquartered in Athens, Greece. CCIC has approximately five and one-half (5.5) billion dollars in annual revenue and one hundred twenty thousand (120,000) employees worldwide. It has operating subsidiaries in, among other places, every country in the MENA Region. Consolidated Contracting Company S.A. (“CCC-Panama”) is a subsidiary of CCIC and is its investment arm. Consolidated Contractors (Oman) Company LLC, (“CCC-Oman”) is an Omani construction company with approximately 13,000 employees in Oman and is CCIC’s operating subsidiary in Oman.

The New Shareholders are (i) RCA, (ii) CCC-Panama and (iii) CCC-Oman. The parties to the Shareholder Agreement are Omagine, Inc., JOL and the New Shareholders.

The Shareholder Agreement defines the “Pre-Development Expense Amount” as the total amount of Omagine Project related expenses incurred by Omagine, Inc. and JOL prior to the signing of the DA. Such Pre-Development Expense Amount expenses were heretofore incurred by Omagine, Inc. and JOL and continue to be incurred by Omagine, Inc. with respect to the planning, concept design, re-design, engineering, financing, capital raising costs and promotion of the Omagine Project and the negotiation and conclusion of the Development Agreement with the Government.

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The Shareholder Agreement (i) estimates that, as of the date of the Shareholder Agreement (April 2011), the Pre-Development Expense Amount was approximately nine (9) million U.S. dollars, and (ii) defines the Success Fee as being equal to ten (10) million dollars.

As provided for in the Shareholder Agreement, Omagine, Inc. will receive payment in full from Omagine LLC of:

(i) the Pre-Development Expense Amount and,

(ii) the $10 million Success Fee.

The Shareholder Agreement defines the “Financing Agreement Date” as the day upon which Omagine LLC and an investment fund, lender or other person first execute and deliver a legally binding agreement pursuant to which such investment fund, lender or other person agrees to provide debt financing for the first phase or for any or all phases of the Omagine Project. The Shareholder Agreement also defines the date subsequent to the Financing Agreement Date when Omagine LLC draws down the first amount of debt financing as the “Draw Date”.

The ten (10) million dollar Success Fee will be paid to Omagine, Inc. in five annual two (2) million dollar installments beginning on or within ten (10) days after the Draw Date.

Fifty percent (50%) of the Pre-Development Expense Amount will be paid to Omagine, Inc. on or within ten (10) days after the Draw Date and the remaining fifty percent (50%) will be paid to Omagine, Inc. in five equal annual installments beginning on the first anniversary of the Draw Date.

Pursuant to the Shareholder Agreement and assuming that the Transformation is done after we sign the DA:

1.	CCIC’s two subsidiaries will invest an aggregate of 19,010,000 Omani Rials in cash (equivalent to approximately $49,426,000) into Omagine LLC. CCC-Panama will invest 12,673,333 Omani Rials (equivalent to approximately $32,950,666) and CCC-Oman will invest 6,336,667 Omani Rials in cash (equivalent to approximately $16,475,334), as follows:
	(i)	As of the date hereof, CCC-Panama has invested 15,000 Omani Rials (equivalent to approximately $39,000) into Omagine LLC and CCC-Panama will invest an additional 12,658,333 Omani Rials (equivalent to approximately $32,911,666) on the Financing Agreement Date.
	(ii)	As of the date hereof, CCC-Oman has invested 7,500 Omani Rials (equivalent to approximately $19,500) into Omagine LLC and CCC-Oman will invest an additional 6,329,167 Omani Rials (equivalent to approximately $16,455,834) on the Financing Agreement Date.
	(iii)	The CCC-Panama and CCC-Oman initial combined cash investments of 22,500 Omani Rials (equivalent to approximately $58,500) have been received by Omagine LLC as of the date hereof and payment of the CCC-Panama and CCC-Oman combined cash investment balance of approximately $49,367,500 is contingent upon (i) the signing of a contract between Omagine LLC and CCC-Oman appointing CCC-Oman as the general contractor for the Omagine Project, and (ii) the occurrence of the Financing Agreement Date.
	(iv)	The result of the foregoing is that CCC-Panama presently owns ten percent (10%) of Omagine LLC and CCC-Oman presently owns five percent (5%) of Omagine LLC.

2.	RCA will invest an aggregate of 7,678,125 Omani Rials in cash (equivalent to approximately $19,963,125) plus RCA will also invest the value of the payment-in-kind (the “PIK”) into Omagine LLC as follows:
	(i)	As of the date hereof, RCA has invested 37,500 Omani Rials (equivalent to approximately $97,500) into Omagine LLC and RCA will invest an additional 7,640,625 Omani Rials (equivalent to approximately $19,865,625) on the Financing Agreement Date.
	(ii)	Concurrent with Omagine LLC acquiring its rights over the Omagine Site pursuant to the terms of the Development Agreement, the PIK will be valued and such value will be booked as an additional capital investment by RCA into Omagine LLC.
	(iii)	RCA’s initial cash investment of 37,500 Omani Rials (equivalent to approximately $97,500) has been received by Omagine LLC as of the date hereof and payment of the RCA cash investment balance of 7,640,625 Omani Rials (equivalent to approximately $19,865,625) is contingent only upon the occurrence of the Financing Agreement Date.
	(iv)	The result of the foregoing is that RCA presently owns twenty-five percent (25%) of Omagine LLC.

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3.	Omagine, Inc. will invest an aggregate of 300,000 Omani Rials in cash (equivalent to approximately $780,000) into Omagine LLC as follows:
	(i)	As of the date hereof Omagine, Inc. has invested 90,000 Omani Rials (equivalent to approximately $234,000) into Omagine LLC.
	(ii)	Omagine Inc. will invest the OMAG Final Equity Investment of 210,000 Omani Rials (equivalent to approximately $546,000) into Omagine LLC after the DA is signed but before the Financing Agreement Date. Investment of the OMAG Final Equity Investment by Omagine, Inc. is not contingent upon the occurrence of the Financing Agreement Date.
	(iii)	The result of the foregoing is that Omagine, Inc. presently owns sixty percent (60%) of Omagine LLC.

The percentage ownership of Omagine LLC by each of its shareholders presently is:

Omagine, Inc.	60%
RCA	25%
CCC-Panama	10%
CCC-Oman	5%

Management presently intends to pursue the sale of a percentage of Omagine LLC’s equity to one or more investors as soon as reasonably possible subsequent to the signing of the DA and management presently believes it can maintain Omagine, Inc.’s majority control of Omagine LLC while successfully selling such Omagine LLC equity to new investors. Although present market conditions remain somewhat unsettled, management remains optimistic that subsequent to the signing of the DA, Omagine LLC will be able to sell a percentage of its equity to one or more investors for an amount in excess of the average cash investment amount paid by the New Shareholders.

As specified above, pursuant to the provisions of the Shareholder Agreement, the total amount of the Cash Investment into Omagine LLC by Omagine, Inc. and the New Shareholders will be 26,988,125 Omani Rials (equivalent to approximately $70,169,125). Assuming the Transformation occurs after we sign the DA, although Omagine, Inc. and the New Shareholders will invest an aggregate of $936,000 of that $70,169,125 before the Financing Agreement Date, 98.7% of such $70,169,125 equal to $69,233,125 (the “Deferred Cash Investment”) will not be invested by the New Shareholders or received by Omagine LLC until the Financing Agreement Date. If however the Transformation occurs before we sign the DA, then an additional 350,000 Omani Rials [210,000 from the Company and 140,000 from the New Shareholders] (equivalent to approximately $910,000) would be invested into Omagine LLC by its shareholders before the DA is signed.

The Financing Agreement Date is presently projected by management to occur within twelve months after the signing of the DA. If however the financial resources are available to Omagine, Inc., then Omagine, Inc. and Omagine LLC may at their option, choose to trigger the Financing Agreement Date earlier (and assuming the Transformation occurs after we sign the DA thereby trigger the $69,233,125 Deferred Cash Investment into Omagine LLC) by having Omagine, Inc. make a secured loan to Omagine LLC to finance the first phase of the development of the Omagine Project. The first phase of the development of the Omagine Project is expected to constitute primarily initial design work and its scope and budgeted cost will be decided upon by Omagine LLC shortly after the DA is signed. Pursuant to the provisions of the Shareholder Agreement, the date on which such a loan from Omagine, Inc. to Omagine LLC is made, if it is made, would constitute a Financing Agreement Date and would therefore trigger the injection into Omagine LLC of the aforesaid $69,233,125 Deferred Cash Investment. If the Transformation occurs before the DA is signed then the “Deferred Cash Investment” would be equal to $68,869,125.

While it will have the financial capacity to undertake certain limited initial planning and design activities immediately after the DA is signed, if Omagine LLC wishes to immediately begin more extensive design and development activities it will have to accelerate the timing of the first Financing Agreement Date or sell additional equity or raise additional alternative financing (or a combination of some or all of the foregoing). Otherwise, Omagine LLC will have to wait until the first Financing Agreement Date occurs and the debt financing and Deferred Cash Investment are received in order to perform such extensive design and development activities.

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The Shareholder Agreement also memorializes the PIK capital contribution being made into Omagine LLC by RCA. The PIK represents a portion of RCA’s payment to Omagine LLC for its 25% ownership of Omagine LLC. The value of the PIK will equal the value to Omagine LLC that is ultimately assigned to the provision to Omagine LLC of the approximately 245 acres of beachfront land constituting the Omagine Site which His Majesty the Sultan owned and transferred to the MOT for the specific purpose of having Omagine LLC develop it into the Omagine Project. After the DA is signed, the value of the PIK will be determined by a professional valuation expert in accordance with Omani law and with the concurrence of Omagine LLC’s independent auditor, Deloitte & Touche, (M.E.) & Co. LLC.

Subsequent to the above Cash Investment into Omagine LLC being made by the New Shareholders and Omagine, Inc., the capital of Omagine LLC after the Financing Agreement Date will be 26,988,125 Omani Rials (equivalent to approximately$70,169,125). The capital of Omagine LLC may be increased further at a later date if and when the non-cash valuation of the PIK is recorded as a capital investment into Omagine LLC.

The excellent location of the Omagine Site is universally recognized by local market participants and the significance to the Company of the provision of the Omagine Site to Omagine LLC is enormous. Irrespective of its future PIK valuation as an Omagine LLC capital investment, the provision of the Omagine Site to Omagine LLC via the DA will be a primary driver of future Company revenue. The benefits accruing to the Company from the Omagine Site will be significant.

Management believes that the PIK and the $70 million Cash Investment are the most important parts of Omagine LLC’s capital structure and that they were the most difficult to arrange since they are the highest risk portion of such equity capital structure. As of the date hereof, both the PIK and the Cash Investment are memorialized in the legally binding Shareholder Agreement.

All of the aforementioned investment amounts, ownership percentages and other terms and conditions of the Shareholder Agreement were negotiated by Omagine, Inc. management on behalf of Omagine LLC in arms-length transactions between Omagine LLC and the New Shareholders. Other than their present ownership positions in Omagine LLC, none of the New Shareholders are affiliates of the Company.

Among other things, the Shareholder Agreement also specifies the corporate governance and management policies of Omagine LLC and it provides for the Omagine LLC shares presently owned by JOL to be transferred to Omagine, Inc. subsequent to the signing of the DA. The foregoing summary of the terms of the Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholder Agreement. The Shareholder Agreement is Exhibit 10.4 hereto.

In December 2007 the Company signed a one year agreement (the "Bank Muscat MOU") with Bank Muscat SAOG ("BankMuscat" or the "Bank"). BankMuscat is the largest financial institution in Oman and is 30% owned by RCA. The Bank Muscat MOU memorialized the agreement between the Company and the Bank regarding, among other things, the Company appointing the Bank as its financial advisor immediately subsequent to the signing of the Development Agreement. The Bank Muscat MOU also contemplated that the Bank would negotiate with financial institutions and potential investors on behalf of Omagine LLC and act as placement agent for Omagine LLC’s future debt and capital requirements. The Oman Integrated Tourism Projects Fund (the “Fund”) is an investment fund managed by BankMuscat. The Bank Muscat MOU also memorialized the Fund’s proposed investment of up to twenty-five percent of the capital of Omagine LLC after the DA was signed. As of the date hereof the DA has not yet been signed and the BankMuscat MOU has expired.

The Company, the Fund, BankMuscat and Omagine LLC have held many discussions and meetings since 2007 and in August 2010 BankMuscat informed the Company that since the Fund’s authority to make investments would expire in November 2010, the Fund therefore required a guaranteed earlier exit date for its proposed equity investment. The other proposed Omagine LLC shareholders (Omagine, Inc., RCA and CCC) would not be guaranteed any such early exit date and the Company and the Fund never came to terms on this matter. In October 2010 the Fund informed us that it did not wish to be an equity investor in Omagine LLC but that it did wish to provide subordinate debt financing (“Mezzanine Financing”) to Omagine LLC after the DA was signed and subject to its usual due diligence at such time.

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It is management’s understanding that the Fund’s authority to make investments was extended in November 2010 for an additional year until November 2011. As of November 2011 the DA had still not been signed and management is of the belief that, in view of the inordinate delays encountered in getting the DA signed, it is now unlikely that the Fund will be either an investor or a source of such Mezzanine Financing. Subsequent to the signing of the DA, it is our present intention to have Omagine LLC hire Bank Muscat as a non-exclusive financial advisor to provide Omagine LLC with financial advisory services with respect to its project financing requirements, including any requirements Omagine LLC may have for further equity investments and/or Mezzanine Financing.

Subject to the approval of its shareholders and to negotiating and agreeing to a contract, Omagine LLC presently intends to hire Michael Baker Corp. ("Baker") as its Program Manager 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 U.S. Department of Defense and many state governments and commercial clients. The Company has employed Baker through the feasibility and engineering study phases of the Omagine Project and presently anticipates that Omagine LLC will execute an agreement with Baker soon after the signing of the Development Agreement. Several Baker representatives and senior executives have made several trips to Oman to visit with management, examine the Omagine Site and plan for Baker’s future involvement with Omagine LLC. The President and CEO of Baker met with the Company’s president in Oman and indicated that Baker would open an office in Oman if it was awarded a contract for the Omagine Project. Baker is headquartered in Pittsburgh, PA, with offices throughout the U.S. and in Abu Dhabi in the United Arab Emirates 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 MENA Region.

The interpretive design, entertainment content, and visitor experience design candidates to be hired by Omagine LLC have been narrowed to a short list of professional companies. It is presently anticipated that subsequent to the signing of the DA, one or more of such companies ("Content Developers") will be engaged by Omagine LLC to transform the Company’s high level strategic vision for the content of the Pearl structures and surrounding areas into physical places offering emotional, intellectual and physical interactions. Each of the prospective Content Developers has serviced a diverse client base, including theme parks, museums, zoos, aquariums and other such complex entertainment centers around the world, including in the MENA Region, and each continues to regularly produce world class attractions globally of the size and scope of the Omagine Project.

In order to move into the actual design and development stage of the Omagine Project, Omagine LLC and the Government must first memorialize their agreement to the Final DA in a signed written document. Based on our past experience, it is not possible at this time to predict a precise DA signing date. All of management’s past estimates regarding the timing of the signing of the DA have been incorrect. Notwithstanding the foregoing, and in view of the long and continuing history of delays by the Government, no assurance can be given at this time that the long since agreed to Final DA will be signed soon, or at all.

The financial results of Omagine LLC are included in the consolidated financial results of the Company in accordance with accounting principles generally accepted in the United States. The Company experienced a moderate increase in capital in the third quarter of 2011 as a result of the initial cash capital contributions of the New Shareholders to Omagine LLC. If and when the Financing Agreement Date occurs, the Company will experience another more substantial increase in capital of approximately $42 million which is 60% of the approximately $70 million of cash capital investments which will be recorded at such time as capital on Omagine LLC’s financial statements and reflected in the Company’s consolidated financial statements. At or about that same time the Company may experience an additional substantial, but as yet undetermined, increase in its capital, which increase will be equal to 60% of the valuation of the PIK, provided that the value of the PIK is recorded as capital on Omagine LLC’s financial statements.

The capital of Omagine LLC, proceeds from the sales, if any, by Omagine LLC of additional equity stakes, bank borrowings, Mezzanine Financing, if any, and the proceeds from sales of its residential and commercial properties, are expected to be utilized by Omagine LLC to develop the Omagine Project. Omagine LLC's ongoing financial results will be included in the consolidated financial statements of the Company as appropriate for as long as Omagine, Inc. remains a shareholder of Omagine LLC.

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As presently contemplated, BankMuscat (which is 30% owned by RCA and is Oman's largest financial institution) will, along with other financial institutions, be engaged by Omagine LLC as a non-exclusive financial advisor to assist Omagine LLC in arranging the necessary construction financing for the Omagine Project ("Construction Financing") and other financing for Omagine LLC as may be required. We have had extensive discussions with a number of financial institutions with respect to such Construction Financing and we are presently in receipt of six “bank comfort letters” in support of the Omagine Project from some of the largest banks in the Mena Region – including three banks in Oman. These discussions however cannot be advanced further or concluded until the agreed DA is actually signed by the parties. Banks and financial institutions insist, reasonably enough, on having a signed contract document in place before moving further along or concluding these Construction Financing discussions. Management is cautiously optimistic with respect to Omagine LLC’s prospects for arranging the Construction Financing for the Omagine Project but recognizes that given present economic and market conditions, it is not a trivial task and will be challenging. The Final DA, which is presently agreed and approved (but not yet signed), recognizes and addresses this issue when it states, in relevant part:

“The Government recognises that the Project Company intends to raise limited recourse financing in relation to the Project and that Lenders may expect to be afforded certain rights in relation to it. Accordingly, the Project Company will by or before the completion of twelve (12) months from the Execution Date enter into a written term sheet with the Lenders for the financing of the first phase, any other phase or all of the Project (a “Term Sheet”). If the Project Company has not delivered a copy of such Term Sheet to the Government by or before the expiry of the twelve (12) month period referred to above, this Development Agreement then shall have no further effect.”

While the worldwide bank liquidity issues resulting from the 2008-2009 financial crisis have eased, the European sovereign debt crisis has come into full view and the project financing environment in Oman and the MENA Region remains more cautious and challenging than before these crises. Management is in contact on a regular basis with MENA Region banks and international financial institutions regarding the financing of the Omagine Project and remains cautiously optimistic that it will be able to arrange the necessary project financing for the Omagine Project. Management believes that there is currently a high degree of liquidity and a strong appetite among regional banks and financial institutions in the MENA Region for lending to, and investing in, sound projects. The banks and other financial institutions with which we have discussed the Omagine Project have been uniformly impressed with the strength and high caliber of our partners in Omagine LLC. Notwithstanding the foregoing, we continue to be of the opinion that the project finance market in Oman remains in the recovery phase due to the slowdowns and price decreases experienced in the local residential and commercial real estate markets during the last few years. The market intelligence garnered by management indicates that local bankers and market participants believe that price stabilization and a recovery in both transaction volume and pricing is now occurring. Should this recovery in fact be occurring, Omagine LLC should be well positioned to benefit from such a recovery since, from a timing perspective, Omagine LLC’s plans contemplate beginning a year or more of intensive design and planning activities once the DA is signed followed by the launch of residential and commercial sales at the Omagine Project. The Company presently expects that planned launch date for residential and commercial sales to occur in late 2013 or beyond. While management views most of the past delays by the Government as being adverse to the Company’s best interests, it recognizes that, at the present moment, the continued gradual recovery of the project finance and local real estate markets are positive indicators for the Company’s future prospects.

As the development program becomes more detailed and as the planning and design processes progress, the estimates of construction and development costs have and will become proportionately more accurate. The Company presently expects, based on the current assumptions underlying Omagine LLC’s updated development program that the development costs (including the costs for design, construction management, program management and construction) for the entire Omagine Project will be between $2.1 and $2.5 billion dollars. As noted below however, the costs of labor and materials as well as the selling prices and market absorption rates of new residential housing and commercial properties remain somewhat volatile and accurate projections for such future costs, selling prices or market absorption rates cannot be made at this time. The Company nevertheless presently expects, based on signing the DA in 2012 and on current assumptions and market activity, that although the selling prices of residential housing in Oman have fallen from their overheated 2007/2008 peaks, such residential prices during the Omagine Project’s planned multiple sales releases during 2013 and beyond will be at least equal to the prices that are presently budgeted in Omagine LLC’s financial model.

As noted herein, costs and selling prices remain somewhat volatile as the economy in Oman and the surrounding region recovers and improves, and undue reliance on present forecasts should be avoided. Management cautions that future events rarely develop exactly as forecast and the best estimates routinely require adjustment. Management fully expects that its cost estimates for the Omagine Project will require adjustment – possibly significant adjustment – as future events unfold. 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.

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Although the Oman economy has not been as severely affected by the 2008-2009 worldwide financial crisis as nearby Dubai or other countries, it did experience negative effects, slowdowns and volatility in both prices and market absorption rates. Raw material and labor prices initially dropped dramatically and have now recovered somewhat and stabilized. Recent sales prices for housing in other integrated tourism projects in the Muscat area of Oman appear to have stabilized below their 2007/2008 peaks but above the 2006 levels, and the inventory of unsold housing in the secondary (re-sale) market has diminished which some market observers see as an important indicator of pent-up future demand. Significant new housing inventory, especially apartments, have recently come onto the local Muscat area market. The market absorption rates (number of market transactions) for new residential housing has picked up in recent months and some market observers and real estate agents expect a continued gradual resurgence as existing pent-up demand is unleashed and buyers become less fearful. The ongoing sovereign debt crisis in Europe however only adds to buyers’ unease and the outcome of that crisis and its effect on buyers’ behavior is unknown at this time. Omagine LLC is not expected to begin offering residential units for sale until at least one year after the DA is signed.

The Government’s delays in signing the DA from Q1 2006 through Q2 2008 inflicted a very large opportunity cost on the Company (i.e. the value of the lost revenue combined with the time value of money). The opportunity cost during the period from Q2 2008 to Q3 2010 however was significantly less.

The opportunity cost to the Company caused by the Government’s continued delays in signing the DA from Q3 2010 to the present time is less than it was in the 2006/2008 period but it is still quite large; and it is growing. Management is of the opinion therefore that some of the Q2 2008 to Q3 2010 delays we have experienced have in some instances worked to the benefit of the Company. Had we been successful in signing the DA during that period, it now seems in hindsight that we may have been negatively affected by the then ongoing worldwide financial crisis. The prospects for the Company and its shareholders were severely injured by the Q1 2006 through Q2 2008 delays by the Government and are continuing to be severely injured by the ongoing Government delays from Q3 2010 to the present time. It seems probable however that some of the 2008/2010 delays may have prevented the Company from having to operate in a more challenging real estate and project finance environment than would otherwise have been the case either before or after that 2008/2010 period.

In early 2011 His Majesty, the Sultan made changes in various ministries in the Government, including appointing a new Minister of Tourism to fill the vacancy caused by the passing in early 2011 after a long illness of the first Minister of Tourism. That second Minister of Tourism was replaced by a third Minister of Tourism two months later in May 2011 and that third Minister of Tourism was replaced by a fourth Minister of Tourism - the present Minister - in March 2012. Since the Final DA was approved by all parties in mid-2011, management is presently of the opinion that these multiple ministerial changes at the Ministry of Tourism undoubtedly had a delaying impact on the signing of the DA. After meeting with the new Minister of Tourism, His Excellency Al-Mahrizi on July 1, 2012, management remains hopeful that, if the Transformation is not required to be accomplished prior to signing the DA, then the DA will likely be signed in December of 2012. If however the Transformation is required to be accomplished prior to signing the DA, then the DA will not be able to be signed until sometime late in the first quarter of 2013.

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 to determine the value of the PIK and by Omagine LLC’s financial advisors in their discussions with banks and other financial institutions in order to arrange the Construction Financing. Omagine LLC's requirement for such financing is expected to be reduced by its ability to pre-sell residence and commercial units by entering into sales contracts with third party purchasers and receiving deposits and progress payments during the construction of such units. Trends in the local market subsequent to the recent financial crises mentioned above however have indicated a much reduced presence of speculative buyers and a reduced consumer appetite for pre-sales of residence units as many more buyers are now demanding a finished product before entering into sales contracts with developers.

The Final DA 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 the Omagine Site. The land within the Omagine Site underlying such residences or commercial properties may be sold to the buyer of such residences or commercial properties and the freehold title to such land and properties may be transferred to such buyers at the closing of such sales transactions. As mentioned above, the value of the land constituting the Omagine Site is expected to have a positive effect on Omagine LLC’s revenue. Pursuant to the Final DA, Omagine LLC will pay the Government 25 Omani Rials (approximately $65) per square meter for the land it sells to third parties. Such payment is only made to the Government by Omagine LLC after the closing of the sale of such land and the receipt of payment by Omagine LLC from such third parties. At the present time, the average selling price for land at the Omagine Site is conservatively estimated by local real estate agents to be at least 250 Omani Rials (approximately $650) per square meter.

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Rights Offering and Warrant Distribution

The Company conducted a “Rights Offering and Warrant Distribution” between February 24, 2012 and March 30, 2012 for the sole benefit of its shareholders of record as of February 24, 2012 (the “Record Shareholders”).Record Shareholders who are residents of the State of California are the “California Record Shareholders”. Pursuant to the terms of the Rights Offering and Warrant Distribution the California Record Shareholders were not permitted to participate in the Rights Offering and Warrant Distribution until the registration and/or qualification in California of the rights, warrants and the common stock underlying the rights and warrants was approved by the California Department of Corporations (the “California Approval”).

Some California Record Shareholders (the “California Nominee Shareholders”) are nominees or brokers who hold Common Shares in electronic form for the account of California residents. Other California Record Shareholders (the “California Certificate Shareholders”) hold their Common Shares in certificate form. There are 21 California Certificate Shareholders and an indeterminate number of California Nominee Shareholders. The Company withheld the issuance of the certificates for rights and warrants (the “Certificated Warrants”) to the 21 California Certificate Shareholders. The California Nominee Shareholders received electronically through Depository Trust Company (“DTC”) an indeterminate number of rights (the “California Rights”) and an indeterminate number of warrants (the “Nominee Warrants”) attributable to California residents and such California Nominee Shareholders were contemporaneously instructed by DTC that such California Rights and Nominee Warrants were not exercisable until the California Approval was received by the Company. As of the date hereof the California Approval has not yet been received by the Company.

In the Rights Offering and Warrant Distribution, Record Shareholders other than the California Certificate Shareholders received 3,181,837 rights (“Rights”) and 6,363,674 common stock purchase warrants (“Warrants”). The Rights Offering and all unexercised Rights expired on March 30, 2012. A total of 1,014,032 Common Shares were subscribed for in the Rights Offering at a subscription price of $1.25 per Common Share. Total proceeds to the Company from the Rights Offering was $1,267,540 of which $731,639 was paid in cash and $535,901 was paid via the satisfaction of debt owed by the Company to Record Shareholders exercising such Rights. Of the 1,014,032 new shares issued pursuant to the Rights Offering, 585,311 of such shares were issued in exchange for the aforementioned $731,639 in cash and 428,721 of such shares were issued in exchange for the aforementioned satisfaction of $535,901 of Company debt constituting promissory notes for loans to the Company and accrued but unpaid salaries and expenses. Of the $535,901 of Company debt which was satisfied in the Rights Offering, $506,750 of such debt represented unpaid salaries, expenses and loans to the Company which were due and owing by the Company to officers and directors of the Company.

Of the 6,363,674 Warrants distributed, 3,181,837 Warrants are exercisable into common stock at an exercise price of $5.00 per share and 3,181,837 Warrants are exercisable into common stock at an exercise price of $10.00 per share. The Warrants expire on December 31, 2013 unless, upon a 30 day prior notice to the Warrant holders, they are redeemed earlier by the Company. The Warrants do not contain any anti-dilution provisions and may be exercised only for whole shares of Common Stock. The Warrant Exercise Prices and the number of shares of Common Stock that the Company must issue upon exercise of Warrants shall not be subject to adjustment for any reason, including but not limited to, any combinations or subdivisions of Common Stock or any dividend, reclassification, reorganization, merger or spin off.

The Rights, Warrants and Common Shares underlying the Rights and Warrants were registered in a registration statement filed by the Company on Form S-1 (Commission File No. 333-179040), which was declared effective by the Securities and Exchange Commission (“SEC”) on February 13, 2012 (the “Original Registration”). Subsequently the Company filed Post-Effective Amendment No. 2 to the Original Registration (declared effective by the SEC on May 7, 2012) and Post-Effective Amendment No. 3 to the Original Registration (declared effective by the SEC on June 12, 2012) to remove from registration the securities which were registered pursuant to the Original Registration but not sold or distributed to Record Shareholders. The registration pursuant to the Original Registration of 6,363,674 Warrants and 7,377,706 Common Shares remains effective.

On September 12, 2012, the Company filed a registration statement with the SEC to register the 58,450 Certificated Warrants (29,225 $5 Warrants and 29,225 $10 Warrants) and the 58,450 Common Shares underlying the Certificated Warrants. Subject to such registration statement being declared effective by the SEC and to the receipt by the Company of the California Approval, the Company will distribute an additional 58,450 Warrants to the California Shareholders.

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The Company continues 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) examining various methods of raising additional capital for Omagine LLC, (iii) negotiating the outlines of initial contracts with the major vendors, contractors, consultants, employees and financial institutions proposed to be involved in the Omagine Project, (iv) arranging the appropriate and required legal, accounting, tax and other professional services both in Oman and the U.S., (v) examining various tax structures, (vi) 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) as soon as we are eligible, (vii) examining various other matters we believe will enhance shareholder value, and (viii) examining other potential Company revenue streams which are ancillary to, and derivative of, the Omagine Project.

The present nature of the Company's business is such that it is not expected to generate revenue until after the occurrence of an event - the signing of the Development Agreement for the Omagine Project - which, as of the date hereof, has not yet occurred. Moreover, revenue from real estate development associated with the Omagine Project is not expected to occur until subsequent to the Financing Agreement Date. Pursuant to the terms of the Shareholder Agreement, Omagine, Inc. will derive revenue, on and subsequent to the Financing Agreement Date, from (i) the payment to it by Omagine LLC of the $10 million Success Fee, and (ii) the reimbursement to it by Omagine LLC of the Pre-Development Expense Amount. The Company is presently planning to enter businesses other than real estate development - and ancillary to, and derivative of, the Omagine Project - subsequent to signing the Development Agreement and the Company presently 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.

Several Omagine, Inc. shareholders had previously expressed their concern that the political tension and civil unrest in the MENA Region in 2011 and 2012, both external and internal to Oman, had a negative effect on the Omagine Project or had caused a delay in the closing process for the Omagine DA. Management was and is of the opinion that at least up until mid to late 2011 this had not been the case. During the period of Middle East headline news about the Arab Spring and unrest in the MENA Region, Omagine LLC was fully engaged in (i) revising, concluding and signing the Shareholder Agreement with the New Shareholders, and (ii) concluding the final DA and the Registration. As noted above, the several ministerial changes at MOT, as well as recent tension surrounding Syria, Iran, Israel and the U.S., have probably distracted the Government and contributed to the recent delays in the signing process for the DA.

Other Arab countries in the MENA Region have experienced and are experiencing demonstrations of discontent with the rule of their heads of state and in some cases these demonstrations were and are being met with violent pushback by some MENA Region governments but this was not and is not the case in politically and economically stable Oman. Notwithstanding the foregoing, in the first half of 2011 Oman experienced several low-key, low-turnout, low-intensity demonstrations with respect to job opportunities and wages for Omanis (a very few of which involved violent behavior) and these have been met by His Majesty and the Government with pro-active positive measures and economic and political initiatives (including widely acclaimed elections) to address the expressed concerns of the citizens of Oman. Short term (often 1 day) work stoppages and strikes with respect to labor matters accompanied by non-violent demonstrations now occur from time to time in Oman but these events and several newly organized and legally allowed labor unions are now regarded as a normal part of the emerging democratic fabric of the Omani society.

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

All "forward looking statements" contained herein are subject to, known and unknown risks, uncertainties and other factors which could cause Omagine LLC's and therefore the Company's actual results, financial or operating performance or achievements to differ from management's projections for them as expressed or implied by such forward-looking statements. Projections and assumptions contained and expressed herein are based on information available to the Company at the time so furnished and, unless otherwise indicated to the contrary, such projections and assumptions are 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 or that the assumptions are correct. Potential investors are cautioned not to place undue reliance on any such forward-looking statements which, speak only as of the date hereof.

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On January 2, 2012, pursuant to a resolution of the Board of Directors dated December 8, 2011, the Company granted a total of 1,994,000 stock options (the “January 2012 Options”) to 13 individuals. Such grants of January 2012 Options were all for services rendered and included the grant of: (i) an aggregate of 1,049,000 January 2012 Options to the Company’s three Officers; (ii) an aggregate of 150,000 January 2012 Options to the Company’s then three independent Directors; (iii) a grant of 750,000 January 2012 Options to the Deputy Managing Director of Omagine LLC who is also a consultant to Omagine and who also holds 160,000 stock options presently exercisable at $1.25 per share and expiring March 31, 2017 which were granted pursuant to a March 2007 consulting agreement expiring on December 31, 2012; (iv) a grant of 10,000 January 2012 Options to a consultant to whom the Company pays $2,000 per month consulting fees; and (v) a grant of 5,000 January 2012 Options to the son of the Company’s President for website design services rendered. On January 31, 2012, 50,000 January 2012 Options previously issued to an independent Director were cancelled in accordance with their terms upon such Director’s resignation. On April 9, 2012 an independent Director died and, pursuant to the Plan, all 50,000 January 2012 Options previously granted to him immediately vested and the expiration date of his January 2012 Options and all other options then held by him was fixed at April 8, 2013. On April 13, 2012, pursuant to a resolution of the Board of Directors, the Company granted a total of 21,000 additional January 2012 Options to 2 individuals (11,000 of which were granted to the Company’s president) for services rendered. Other than the January 2012 Options of the former independent director that died in April 2012, all other January 2012 Options vest 50% on the date of issuance, 50% on July 1, 2012 and expire on December 31, 2012. All January 2012 Options provide for a cashless exercise feature and are exercisable at an exercise price of $1.70 per share.

RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30, 2012 vs.

THREE MONTHS ENDED SEPTEMBER 30, 2011

The Company did not generate any revenue or incur any cost of sales during the third quarter of 2012 or 2011. Selling, general and administrative (“SG&A”) expenses were $702,250 in the third quarter of 2012 compared to $325,075, in the second quarter of 2011. This increase of $377,175 (116%) was primarily attributable to a $417,145 non-cash charge for increased stock option expense associated with the issuance of January 2012 Options awarded in January 2012, increase in Travel Expenses of $23,818, increase in sponsorship fees of $30,220 and various other net SG&A expenses of $1,477, net of decreases in Legal Fees of $28,310 and non stock-based Consulting Fees of $67,175.

Net loss attributable to Omagine, Inc. was $706,494 and $337,463 for the three months ended September 30, 2012 and 2011, respectively. This $369,031 (109%) increase in the Company’s loss is primarily attributable to the $417,145 non-cash charge for increased stock option expense, increased Travel Expenses of $23,818, increase in sponsorship fees of $30,220 and various other net SG& A expenses of $1,477 net of decreases in legal Fees of $28,310 and non stock-based Consulting Fees of $67,175 referred to above, and a $6,165 decrease in interest expense and a $1,979 increase in Minority Interest loss.

NINE MONTHS ENDED SEPTEMBER 30, 2012 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2011

The Company had no revenue during the nine month periods ended September 30, 2012 or September 30, 2011. SG&A expenses were $2,123,936 during the first nine months of 2012 compared to $1,250,538 for the first nine months of 2011.This increase of $873,398 (70%) was primarily attributable to an $1,251,433 non-cash charge for increased stock option expense associated with the issuance of January 2012 Options awarded in January 2012, increase in Stockholder Relations of $43,303, an increase in sponsorship fees of $30,220 and travel expenses of $41,303 net of decreases of $300,000 in commitment fees, $95,893 in Legal Fees and $94,221 in non stock-based Consulting Fees and $2,747 in net SG&A expenses.

Net loss attributable to Omagine, Inc. was $2,130,352 and $1,290,313 for the nine months ended September 30, 2012 and 2011 respectively. This $840,039 (65%) increase in the Company’s loss is primarily attributable to the $1,251,433 non-cash charge for increased stock option expense, increase in Stockholder Relations of $43,303, an increase in sponsorship fees of $30,220 and Travel Expenses of $41,303 net of the $300,000 decrease in commitment fees, $95,893 in Legal Fees and $94,221 in non stock-based Consulting Fees and the $2,747 decrease in net SG&A expenses referred to above, and a $10,741 decrease in interest expense and a $22,618 increase in Minority Interest loss.

The $731,639 of subscriptions receivable representing the cash subscriptions from the Rights Offering was paid to the Company by the Subscription Agent in April 2012. (See: “Management's Discussion and Analysis of Financial Condition and Results of Operations - Rights Offering and Warrant Distribution”).

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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.

The Company incurred $6,175 of capital expenditures during the nine months ended September 30, 2012. Assuming Omagine LLC signs the Development Agreement for the Omagine Project with the Government of Oman as expected, the Company expects to incur significant expenses related to capital expenditures during fiscal year 2012 and 2013.

LIQUIDITY AND CAPITAL RESOURCES:

The Company’s net loss for the nine months ended September 30, 2012 was $2,130,352. During the nine months ended September 30, 2012, the Company experienced a decrease in cash of $28,222. At September 30, 2012, the Company had a working capital deficit of $797,679, compared to working capital deficit of $1,412,311 at December 31, 2011. Total proceeds received in March and April 2012 by the Company from its recent Rights Offering was $1,267,540 of which $731,639 was received in cash and $535,901 was paid via the satisfaction of debt owed by the Company to Record Shareholders exercising such Rights. The $614,632 decreased deficit in working capital is attributable primarily to the $731,639 of cash proceeds from the Rights Offering. Of the $1,017,632 of current liabilities at September 30, 2012, $474,224 (47%) represent amounts due to officers and directors. The failure of the Company to secure additional funding to implement its business plan or the failure of Omagine LLC to sign the Development Agreement for the Omagine Project will significantly affect the Company’s ability to continue operations. The Company will rely upon the future business of its majority owned subsidiary Omagine LLC for revenue growth.

Shortly after the Shareholder Agreement was signed in May 2011, Omagine LLC’s resources increased as a result of the nominal initial investments made pursuant to the terms of the Shareholder Agreement (see Exhibit 10.4). The initial portion of the Cash Investment equal to approximately $390,000 has been received by Omagine LLC. Omagine LLC’s resources will again increase when the OMAG Final Equity Investment of 210,000 Omani Rials (equivalent to approximately $546,000) is made by Omagine, Inc.. Not until on or immediately subsequent to the Financing Agreement Date however, will the Deferred Cash Investment equal to approximately $69 million be received by Omagine LLC from the New Shareholders. The value of the non-cash “payment-in-kind” investment by RCA will be added to Omagine LLC’s capital after such value is determined subsequent to the signing of the Development Agreement.

The continuation of Omagine LLC’s business and its efforts to sign the Development Agreement have to a large extent been financed to date by Omagine, Inc. and it is planned that such activities will, to a large extent, continue to be financed by Omagine, Inc. until the DA is signed. The continuation of the Company’s operations is dependent upon its ability to secure financing for its operations until such time as the DA is signed, the Financing Agreement Date occurs and Omagine LLC begins paying Omagine, Inc. the $10 million Success Fee and the Pre-Development Expense Amount.

The Company has relied to a great extent on the Standby Equity Distribution Agreements discussed below and on the proceeds from its recent Rights Offering to provide financing for its previous and current activities. If the DA is signed, management is hopeful that the Warrants will provide a future source of additional financing. The failure of Omagine LLC and the Government to sign the Development Agreement or the failure of the Financing Agreement Date to occur will significantly affect the Company’s ability to continue operations. Omagine, Inc. may, if it has sufficient financial resources available to it, make a secured loan to Omagine LLC in order to trigger the first Financing Agreement Date and the Deferred Cash Investment.

On December 22, 2008, the Company signed a two year Standby Equity Distribution Agreement (the “First SEDA”) with YA Global Investments, L.P. (“YA”). The First SEDA expired on April 30, 2011. Pursuant to the First SEDA Omagine could, 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 First SEDA). The Company was not obligated to sell any Shares to YA but could, in its sole discretion, sell that number of Shares valued at the Purchase Price from time to time in effect that equaled five million dollars ($5,000,000) in the aggregate. YA was obligated to purchase such Shares from the Company subject to certain conditions including (i) the Company filing a registration statement with the SEC to register the Shares, (ii) the SEC declaring such registration statement effective, (iii) periodic Sales had to be separated by a time period equal to five trading days, and (iv) the amount of any such individual Sale could not exceed two hundred thousand dollars ($200,000). The registration statement filed by the Company was declared effective by the SEC as of May 1, 2009 and its effective status expired on April 30, 2010. The Company filed a new registration statement with the SEC to continue to make Sales available to it pursuant to the First SEDA and the SEC declared such new registration statement to be effective as of June 7, 2010. The effective status of the registration statement has expired.

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On May 4, 2011, the Company executed a new two year Standby Equity Distribution Agreement (the “May SEDA”) with YA Global Master SPV Ltd (“YA Master”) under substantially the same terms and conditions as the First SEDA executed between YA and the Company in December 2008. On June 21, 2011, the Company and YA Master entered into an agreement amending the May SEDA (the “Amendment Agreement”). The May SEDA and the Amendment Agreement are collectively referred to herein as the “Second SEDA”. Omagine, Inc. issued 244,216 restricted shares of Common Stock to YA Master in satisfaction of a $300,000 commitment fee due under the Second SEDA. Pursuant to the Second SEDA the Company, at its sole discretion and upon giving written notice to YA Master (an “Advance Notice”), may periodically sell shares of its Common Stock to YA Master(“Share Sales”). For each share of Common Stock purchased under the Second SEDA, YA Master will pay to the Company ninety-five percent (95%) of the lowest daily volume weighted average price of the Common Stock as quoted by Bloomberg, LP, during the five (5) consecutive Trading Days (as such term is defined in the Second SEDA) immediately subsequent to the date of the relevant Advance Notice (the “Purchase Price”). The Company is not obligated to sell any shares of Common Stock to YA Master but may, over the term of the Second SEDA and in its sole discretion, sell to YA Master that number of shares of Common Stock valued at the Purchase Price from time to time in effect that equals up to ten million dollars ($10,000,000) in the aggregate. YA Master's obligation to purchase shares of Common Stock under the Second SEDA is subject to certain conditions, including (i) the Company obtaining an effective registration statement for the shares of Common Stock sold under the Second SEDA, and (ii) periodic sales of shares of Common Stock to YA Master must be separated by a time period equal to five Trading Days, and (iii) the amount of any individual periodic sale designated by the Company in any Advance Notice shall not exceed the greater of (i) two hundred thousand dollars ($200,000), or (ii) the average of the “Daily Value Traded” for each of the five (5) Trading Days prior to the relevant Advance Notice where Daily Value Traded is the product obtained by multiplying the daily trading volume of the Common Stock for such Trading Day by the closing bid price of the Common Stock for such Trading Day. The registration statement filed by the Company in connection with the Second SEDA was declared effective by the SEC as of August 24, 2011. As of the date hereof, the effective status of such registration statement has expired and on September 12, 2012 the Company filed a post-effective amendment to such registration statement with the SEC in order to again make Share Sales available to it pursuant to the Second SEDA. As of the date hereof such post-effective amendment has not yet been declared effective by the SEC.

The Company has utilized the First SEDA, the Second SEDA and the proceeds from its recent Rights Offering to fund its operations to date and intends, subject to the aforementioned post-effective amendment being declared effective by the SEC, to continue to utilize the Second SEDA to fund its ongoing operations, as and if necessary. Management is hopeful that, when and if the Omagine Development Agreement is signed, that the Warrants will thereafter become “in the money” and will be exercised. Such an exercise of Warrants would provide the significant amount of capital necessary to fund the OMAG Final Equity Investment into Omagine LLC and, should it be desirable at the time, a secured loan to Omagine LLC as outlined above. There can be no assurance given that the Company will be able to successfully utilize the Warrants or the Second SEDA to secure the significant amounts of financing necessary for it to execute its business plan as presently conceived. The Company has relied on the net proceeds from sales of Omagine, Inc.'s equity securities made in private placements, the Rights Offering and pursuant to the First and Second SEDA, to fund its operations during the past three years through the date hereof.

Item 4 - Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

The Company's disclosure controls and procedures 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. Such controls also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company 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.

Under the supervision and with the participation of management, including the Company's chief executive and financial officer, the Company carried out an evaluation of the effectiveness of the design and operation of such disclosure controls and procedures as of the end of the period covered by this report (the “DCP Evaluation”).

Based on this DCP Evaluation, the Company’s chief executive and financial officer has concluded that our disclosure controls and procedures were effective as of September 30, 2012.

Changes in Internal Control Over Financial Reporting

There were no changes during the Company’s last fiscal quarter that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

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

In January 2012, the Company issued and sold a total of 25,063 shares of Common Stock for proceeds of $40,000 under the Second SEDA with YA Master.

In January 2012, the Company issued 1,994 shares of Common Stock to a consultant for services rendered valued at $3,250.

In January 2012, the Company issued 15,000 shares of Common Stock to an investor relations consultant for services rendered valued at $15,000.

In February 2012, the Company issued and sold a total of 17,705 shares of Common Stock for proceeds of $25,000 under the Second SEDA with YA Master.

In March 2012, the Company issued and sold a total of 25,712 shares of Common Stock for proceeds of $25,000 under the Second SEDA with YA Master.

In May 2012, the Company issued and contributed a total of 50,834 shares of Common Stock valued at $76,250 to all eligible employees of the Omagine, Inc. 401(k) Plan.

The above sales of shares of our restricted Common Stock were made in reliance upon the exemption from registration contained in Section 4(2) under the Securities Act of 1933 as amended (the "Act") and under similar exemptions afforded under the laws of various states only to "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. The Company obtained representations and warranties from each purchaser to support the Company's reliance on this exemption. The Company intends to use the proceeds from the abovementioned sales of restricted stock for working capital, operating expenses and general corporate purposes.

ITEM 6. Exhibits

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

Exhibit
Numbers		Description
3(i)		Restated Certificate of Incorporation of the Company dated June 2, 2010 (1)
3(ii)		By-laws of the Company (2)
3.2		Certificate of Ownership and Merger (3)
4.1		Form of Subscription and Warrant Agent Agreement, dated January 31, 2012 between the Company and Continental Stock Transfer & Trust Company (13)
10.1		The CCIC and CCC Agreement (3)
10.2		The December 8, 2008 Standby Equity Distribution Agreement (4)
10.3		The May 4, 2011 Standby Equity Distribution Agreement (10)
10.4		The Shareholder Agreement dated as of April 20, 2011 (11)
10.5		The Hamdan Amendment Agreement (14)
10.6		Lease agreement expiring February 28, 2013 between Contact Sports, Inc. and the Empire State Building LLC (9)
10.7		Employment Agreement between the Company and Frank Drohan dated as of September 1, 2001 (7)
10.8		Employment Agreement between the Company and Charles Kuczynski dated as of September 1, 2001(7)
10.9		Amendment Agreement to the May 4, 2011 SEDA, dated June 21, 2011 (12)
10.10		Lease modification agreement between Omagine, Inc. and the Empire State Building (14)
31		Sarbanes-Oxley 302 certification *
32		Sarbanes-Oxley 1350 certification *
99.1		The Omagine Inc. 401(k) Adoption Agreement (6)
99.2		The Approval Letter dated April 30, 2008 (English Translation) (5)
99.3		The Acceptance Letter dated May 31, 2008 (5)
99.4		Amended Omagine Inc. 2003 Stock Option Plan (8)
99.5		Letter dated May 9, 2012 from the Minister of Tourism to Omagine LLC (15)
EX-101.INS		XBRL INSTANCE DOCUMENT
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith

(1)	Previously filed with the SEC on July 20, 2010 as an exhibit to the Company’s Report on Form 10-Q for the period ended June 30, 2010 and incorporated herein by reference thereto.
(2)	Previously filed with the SEC 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.
(3)	Previously filed with the SEC 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.
(4)	Previously filed with the SEC on December 31, 2008 as an exhibit to the Company’s current Report on Form 8-K and incorporated herein by reference thereto.
(5)	Previously filed with the SEC on March 3, 2009 as exhibits to the Company’s registration statement on Form S-1/A (File No. 333-156928) and incorporated herein by reference thereto.
(6)	Previously filed with the SEC on February 25, 2009 as an exhibit to the Company’s Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference thereto.
(7)	Previously filed with the SEC on April 15, 2002 as an exhibit to the Company’s Report on Form 10-KSB for the fiscal year ended December 31, 2001 and incorporated herein by reference thereto.
(8)	Previously filed with the SEC 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.
(9)	Previously filed with the SEC on November 9, 2009 as an exhibit to the Company’s Report on Form 10-K/A amending the Company’s Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on February 25, 2009, and incorporated herein by reference thereto.
(10)	Previously filed with the SEC on May 5, 2011 as an exhibit to the Company’s current Report on Form 8-K and incorporated herein by reference thereto.
(11)	Previously filed with the SEC on November 8, 2011 as an exhibit to the Company’s quarterly Report on Form 10-Q for the period ended September 30, 2011and incorporated herein by reference thereto and a reference copy was filed as an exhibit to the Company’s current Report on Form 8-K filed with the SEC on May 31, 2011.
(12)	Previously filed with the SEC on June 21, 2011 as an exhibit to the Company’s current Report on Form 8-K and incorporated herein by reference thereto.
(13)	Previously filed with the SEC on February 7, 2012 as an exhibit to the Company’s registration statement on Form S-1/A (Registration No. 333-179040) and incorporated herein by reference thereto.
(14)	Previously filed with the SEC on January 17, 2012 as an exhibit to the Company’s registration statement on Form S-1 (Registration No. 333-179040) and incorporated herein by reference thereto.
(15)	Previously filed with the SEC on May 21, 2012 as an exhibit to the Company’s Report on Form 10-Q for the period ended March 31, 2012 and incorporated herein by reference thereto.

Table of Contents

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.

	OMAGINE, INC. (Registrant)

DATED: November 26, 2012	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

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non accelerated filer	[ ]	Smaller reporting company	[X]

PART I - FINANCIAL INFORMATION

ITEM 1:	FINANCIAL STATEMENTS	4
	CONSOLIDATED BALANCE SHEETS:
	SEPTEMBER 30, 2012 AND DECEMBER 31, 2011	4
	CONSOLIDATED STATEMENTS OF OPERATIONS:
	THREE MONTHS ENDED SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011	5
	NINE MONTHS ENDED SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011	5
	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY:
	NINE MONTHS ENDED SEPTEMBER 30, 2012	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS:
	NINE MONTHS ENDED SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011	7
	NOTES TO FINANCIAL STATEMENTS	8
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	AND RESULTS OF OPERATIONS	18
ITEM 4:	CONTROLS AND PROCEDURES	33

PART II - OTHER INFORMATION

ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34
ITEM 6:	EXHIBITS	34
	SIGNATURES	35

●	the uncertainty associated with whether or not the Government of the Sultanate of Oman will honor its commitment with respect to its intention to sign the agreed Final Development Agreement (“DA”) with Omagine LLC;
●	the uncertainty associated with military and political events in the Middle East and North Africa (the “MENA Region”) in general;
●	the success or failure of the Company’s efforts to secure additional financing, including project financing for the Omagine Project;
●	oversupply of residential and commercial property inventory or other adverse conditions in the Oman real estate market;
●	the impact of local, national, and international economies and future events (including natural disasters) on the Oman economy, on the Company’s business and operations in Oman, on tourism within and into Oman, on the oil and natural gas businesses and on other major industries operating within the Omani market;
●	deterioration or malaise in economic conditions, including the continuing destabilizing factors in, and continuing slow recovery of, the local Omani, regional MENA Region, and international real estate markets, as well as the impact of continuing depressed levels of consumer and business confidence in the state of the Omani and international economies;
●	inflation, interest rates and movements in interest rates and securities market and monetary fluctuations;
●	acts of war, civil or political unrest, terrorism or political instability; or
●	the ability to attract and retain skilled employees.


	September 30,			December 31,
	2012			2011
ASSETS	(Unaudited)

CURRENT ASSETS:
Cash	$	207,159		$	235,381
Prepaid expenses and other current assets		12,794			19,826
Total Current Assets		219,953			255,207

PROPERTY AND EQUIPMENT:
Office and computer equipment		138,745			132,570
General plant		-			17,800
Furniture and fixtures		-			15,951
Leasehold improvements		-			866
		138,745			167,187
Less accumulated depreciation and amortization		(132,687	)		(164,730	)
		6,058			2,457

Other assets		12,161			12,161

TOTAL ASSETS	$	238,172		$	269,825


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Convertible notes payable and accrued interest	$	366,612		$	647,949
Accounts payable		137,096			386,294
Accrued officers' payroll		421,116			529,300
Due officers and directors		-			16,864
Accrued expenses and other current liabilities		92,808			87,111
Total Liabilities, All Current		1,017,632			1,667,518


STOCKHOLDERS' DEFICIT:

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:
14,369,041 shares in 2012 and 12,853,701 shares in 2011		14,369			12,854
Committed to be issued:
Zero shares in 2012 and 365,000 shares in 2011		-			365
Capital in excess of par value		23,393,242			20,621,545
Deficit		(24,208,225	)		(22,077,873	)
Total Omagine, Inc. stockholders' deficit		(800,614	)		(1,443,109	)
Noncontrolling interests in Omagine LLC		21,154			45,416

Total Stockholders' Deficit		(779,460	)		(1,397,693	)


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	238,172		$	269,825


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUE:
Net Sales	$	-		$	-		$	-		$	-
Total revenue		-			-			-			-

COSTS AND EXPENSES:
Cost of sales		-			-			-			-

Officers and directors compensation (including stock-based
compensation of $266,302, $18,433, $875,156 and $148,049, respectively)		342,552			97,683			1,105,406			365,549
Professional fees		8,615			34,425			22,977			89,580
Consulting fees (including stock-based compensation
of $173,967, $4,692, $525,151 and $20,826, respectively)		192,509			90,409			553,413			139,809
Commitment fees		-			-			-			300,000
Travel		46,938			23,119			118,413			77,109
Occupancy		30,058			27,412			88,733			110,620
Other selling, general and administrative (including sponsorship fee of $30,220,
$0, $30,220, and $0, respectively)		81,578			52,027			234,994			167,871
Total Costs and Expenses		702,250			325,075			2,123,936			1,250,538

OPERATING LOSS		(702,250	)		(325,075	)		(2,123,936	)		(1,250,538	)

Interest expense		(7,867	)		(14,032	)		(30,678	)		(41,419	)

NET LOSS		(710,117	)		(339,107	)		(2,154,614	)		(1,291,957	)

Add net loss attributable to noncontrolling interests in Omagine LLC		3,623			1,644			24,262			1,644

NET LOSS ATTRIBUTABLE TO OMAGINE, INC.	$	(706,494	)	$	(337,463	)	$	(2,130,352	)	$	(1,290,313	)

LOSS PER SHARE - BASIC AND DILUTED	$	(0.05	)	$	(0.03	)	$	(0.15	)	$	(0.10	)


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
- BASIC AND DILUTED		14,369,041			12,808,779			14,094,677			12,608,235

	Common Stock
	Issued and Outstanding .				Committed to be issued .						Capital in					Noncontrolling
			Par					Par			Excess of					Interests in
	Shares		Value		Shares			Value			Par Value		Deficit			Omagine LLC			Total
Balances at December 31, 2011		12,853,701	$	12,854		365,000		$	365		$	20,621,545	$	(22,077,873	)	$	45,416		$	(1,397,693	)

Issuance of Common Stock committed for stock options
exercised by officers		150,000		150		(150,000	)		(150	)		-		-			-			-

Issuance of Restricted Common Stock committed for
stock grants to foreign consultants		215,000		215		(215,000	)		(215	)		-		-			-			-

Stock Grant to Consultant for services rendered		1,994		2		-			-			3,248		-			-			3,250

Stock Option Expense		-		-		-			-			1,320,807		-			-			1,320,807

Issuance of Common Stock under New Standby Equity
Distribution Agreement (New SEDA)		68,480		68		-			-			89,932		-			-			90,000

Stock Grant to a stockholder relations agent for fees		15,000		15		-			-			14,985		-			-			15,000

Issuance of Common Stock for Rights Offering						1,014,032			1,014			1,266,526		-			-			1,267,540

Issuance of Common Stock committed for Rights Offering		1,014,032		1,014		(1,014,032	)		(1,014	)		-		-			-			-

Contribution of Common Stock to 401K Plan		50,834		51		-			-			76,199		-			-			76,250

Adjustments for noncontrolling interests in
Omagine LLC		-		-		-			-			-		-			(24,262	)		(24,262	)

Net Loss attributable to Omagine, Inc.		-		-		-			-			-		(2,130,352	)		-			(2,130,352	)

Balances at September 30, 2012		14,369,041	$	14,369		-		$	-		$	23,393,242	$	(24,208,225	)	$	21,154		$	(779,460	)

Stock options outstanding as of September 30, 2012 (all non-qualified) consist of:

Year Granted		Number Outstanding		Number Exercisable		Exercise Price		Expiration Date
2007			160,000		160,000	$	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	(A)		150,000		120,000	$	2.60	September 23, 2018
2008			6,000		6,000	$	2.60	September 23, 2013
2010			4,000		4,000	$	0.51	June 30, 2015
2011			6,000		6,000	$	0.85	May 16, 2016
2012			1,965,000		1,965,000	$	1.70	December 31, 2012
2012			2,000		2,000	$	1.70	April 12, 2017

Totals			2,311,000		2,281,000

		Stock Options Outstanding						Exercisable

Range of Exercise Prices		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Number of Shares		Weighted Average Exercise Price
$	0.50 - $1.00		10,000	$	0.71		3.33		10,000	$	0.71
$	1.01 - $2.00		2,127,000		1.67		0.58		2,127,000		1.67
$	2.00 - $3.00		156,000		2.60		5.83		126,000		2.60
$	4.00 - $5.00		18,000		4.33		0.17		18,000		4.33
Totals			2,311,000	$	1.75		0.92		2,281,000	$	1.73

2012	$	23,170
2013		9,466
Total	$	32,636