EXPLANATORY NOTE

Omagine, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its annual report on Form 10-K for the fiscal year ended December 31, 2014 originally filed with the U.S. Securities and Exchange Commission (“SEC”) on April 13, 2015 (the “Original Filing”).

As now discussed in Note 12 to the consolidated financial statements in the Amendment, the Company has restated its consolidated financial statements at December 31, 2014 and for the year then ended in order to correct the recording of the December 29, 2014 extension of the expiration date of 1,965,000 Strategic Stock Options.

As a result of the revisions in Part II, Item 8 (Financial Statements), Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Part III, Item 11 (Executive Compensation) have been revised to incorporate the revisions made to Part II, Item 8 as stated in the previous paragraph.

This Amendment amends and restates only Items 7, 8 and 11. No other information in the Original Filing is amended hereby. This Amendment speaks as of the Original Filing and does not reflect any events that may have occurred subsequent to the Original Filing date. This Amendment should be read in conjunction with the Original Filing. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Filing have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto.