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

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


For the Quarterly Period Ended: September 30, 2007
                                -------------------

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

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

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

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

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

               Alfa International Holdings Corp.
               ---------------------------------
                 (Former name of registrant)

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

As of October 30, 2007 the registrant had outstanding
45,022,405 shares of Common Stock, par value $.001 per share.

                            (1)
<PAGE>

                      OMAGINE, INC.
                         INDEX


FORWARD-LOOKING STATEMENTS

             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS


    CONSOLIDATED BALANCE SHEETS:
    SEPTEMBER 30, 2007 AND DECEMBER 31, 2006


    CONSOLIDATED STATEMENTS OF OPERATIONS:
    THREE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30,
2006
    NINE  MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30,
2006


    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
    NINE MONTHS ENDED SEPTEMBER 30, 2007


    CONSOLIDATED STATEMENTS OF CASH FLOWS:
    NINE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30,
2006


    NOTES TO FINANCIAL STATEMENTS



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

ITEM 3:  CONTROLS AND PROCEDURES

             PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         SIGNATURES

                            (2)

<PAGE>


Forward-Looking Statements

Some of the information contained in this Report may
constitute
forward-looking statements or statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations
and
projections about future events. The words "estimate", "plan",
"intend", "expect", "anticipate" and similar expressions are
intended to identify forward-looking statements which involve,
and are subject to, known and unknown risks, uncertainties and
other factors which could cause the Company's actual results,
financial or operating performance or achievements to differ
from forecasted future results, financial or operating
performance or achievements expressed or implied by such
forward-looking statements. Projections and assumptions
contained and expressed herein were reasonably based on
information available to the Company at the time so furnished
and as of the date of this filing. All such projections and
assumptions are subject to significant uncertainties and
contingencies, many of which are beyond the Company's control,
and no assurance can be given that the projections will be
realized. Potential investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak
only as of the date hereof. The Company undertakes no
obligation
to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.















                            (3)

<PAGE>
<TABLE>

               OMAGINE, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS


<CAPTION>
                                September 30,       December
31,
                                     2007              2006
     ASSETS                     ------------       -----------
-
                                  (Unaudited)         Note 1
<S>                              <C>               <C>
CURRENT ASSETS:

Cash                                $ 581,641         $ 27,961
Accounts receivable                    30,914           26,276
Inventories                            13,063           13,063
Prepaid expenses and other
  current assets                          -                531
                                     --------         --------
        Total Current Assets          625,618           67,831
                                     --------         --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment         117,292          104,292
  General Plant                        17,800           17,799
  Furniture & Fixtures                 15,951           15,951
  Leasehold Improvements                  866              866
                                     --------         --------
                                      151,909          138,908
  Less:  Accumulated depreciation
    and amortization                 (126,976)
(123,273)
                                     --------         --------
                                       24,933           15,635
                                     --------         --------
OTHER ASSETS:
Other assets                           13,749           13,749
                                     --------         --------

Total Assets                        $ 664,300        $  97,215
                                     --------         --------






LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable                    $ 345,471         $583,908
Customer Deposits                         -             12,140
Accrued officer payroll               202,121          320,553
Accrued expenses and other
  current liabilities                  19,876           19,876
Dividends payable                         -                -
Due to Officers and Directors             -             51,517
                                     ---------        --------
        Total Current Liabilities     567,468          987,994
                                     ---------        --------



LONG-TERM LIABILITIES:

  Convertible Debentures, net of
    Discounts                            -              77,922
  Accrued Interest payable on
    Convertible Debentures               -              41,794
                                    ---------         --------
                                         -             119,716
                                    ---------         --------
TOTAL LIABILITIES:                    567,468        1,107,710

COMMITMENTS


STOCKHOLDERS' EQUITY:
  Preferred stock:
  $0.001 par value
  Authorized - 1,000,000 shares
  Undesignated preferred stock:
  Authorized - 850,000 shares:
    Issued and outstanding - none
  Series B preferred stock:
  Authorized-150,000 shares:
    Issued and outstanding - none
  and 86,937 shares, respectively         -                87
Common stock - $ .001 par value
 Authorized - 50,000,000 shares
 Issued and outstanding 45,022,405
  and 32,112,964 shares,
  respectively                         45,022           32,113
Capital in excess of par value     16,238,570       14,365,056
Retained earnings (Deficit)       (16,186,760)
(15,407,751)
                                   ----------        ---------
-
Total Stockholders'
   Equity/Deficit                      96,832
(1,010,495)

                                   ----------        ---------
  Total Liabilities and
Stockholders' Equity               $  664,300        $  97,215
                                    ---------        ---------







<FN>
See accompanying notes to consolidated financial statements.


</FN>
</TABLE>


                            (4)






<PAGE>
<TABLE>
                             OMAGINE, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                         ------------------------------------------
                                              (UNAUDITED)                (UNAUDITED)
<CAPTION>
                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                           September 30,                September 30,
                                       ----------------------      -------------------
---
                                          2007          2006          2007        2006
                                          ----          ----          ----        ----
<S>                                  <C>           <C>           <C>          <C>
REVENUES:
Net sales                             $   29,838    $   99,359    $   30,155   $
128,563
Settlement of Dispute                        -             -            -
1,000,000
                                       ---------     ---------      ---------   ------
---
Total revenues                            29,838        99,359        30,155
128,563
                                       ---------     ---------      ---------     ----
---
COSTS AND EXPENSES:
Cost of sales                             28,177        79,975        28,242
91,979
Selling, general and administrative      299,202       269,380       636,316
1,242,033
                                         -------       -------     ---------      ----
---
Total costs and expenses                 327,379       349,355       664,558
1,334,012
                                         -------       -------     ---------      ----
---

Operating loss                          (297,541)     (249,996)     (634,403)
(205,449)
Interest income                              -             459            33
492
Interest expense                         ( 8,161)      (29,625)     ( 21,198)
(103,382)
                                        ---------     ---------     ---------    -----
---
NET LOSS                              $ (305,702)   $ (279,162)   $ (655,568)
$(308,339)
                                       ---------     ---------     ---------    ------
---


PREFERRED STOCK DIVIDENDS            $   37,190    $    7,057     $ 123,441   $
36,498
                                       ---------     ---------     ---------    ------
---

NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS                  $ (342,892)   $ (286,219)   $ (779,009)  $
(344,837)
                                       ---------    ----------    -----------  -------
---


NET LOSS PER COMMON SHARE:

BASIC                                 $    (.01)    $    (.01)     $ (.02)      $
(.01)
                                       ---------     ---------    ----------   -------
---

DILUTED                               $    (.01)    $    (.01)     $ (.02)      $
(.01)
                                       ---------     ---------    ----------   -------
---


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:

BASIC                                 42,373,025    29,806,552    39,321,996
29,334,026
                                      ----------    ----------   ----------   --------
---

DILUTED                               42,373,025    29,806,552    39,321,996
29,334,026
                                      ----------    ----------   ----------   --------
---



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

</TABLE>

                            (5)
<PAGE>
<TABLE>
                          OMAGINE, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              ----------------------------------------------------------
                                  (UNAUDITED)

<CAPTION>
                    Common Stock           Preferred Stock
                  ----------------         ---------------    Capital in      Retained
                                Par                   Par      Excess of      Earnings
                  Shares        Value      Shares   Value     Par Value
(Deficit)
                  ------      --------     ------   -----     ---------       --------
-

<S>             <C>         <C>          <C>      <C>       <C>             <C>

Balances at
December 31,
2006            32,112,964   $  32,113    86,937   $   87    $14,365,056
$(15,407,751)

Issuance of
Common stock
for consulting
services             6,250           6                               744

Issuance of
common stock
for cash         2,350,000       2,350                           252,650

Purchase of
Common stock
for cash              (10)                                            (3)


Issuance of
common stock
upon conversion
of debentures    2,737,629       2,738                           124,206

Preferred Stock                    -
and dividends
converted to
common stock     3,600,941       3,601   (86,937)     (87)       119,927


Issuance of
Common stock in
payment of
accounts payable 2,800,303       2,800                           339,230

Cancellation of
Common stock issued
for consulting
services           (45,000)        (45)                          (10,906)

Issuance of
Common stock upon
exercise of
Warrants         1,459,328       1,459                         1,033,666

Stock option
expense                 -           -         -       -           14,000

Preferred stock
dividends               -         -           -       -            -
(123,441)



Net loss                -         -           -       -            -
(655,568)
                ----------  ---------    -------  ------    -----------      ---------
--


Balances at
September 30,
 2007           45,022,405   $  45,022       -     $  -      $16,238,570
$(16,186,760)
                ----------   ---------    -------  ------    -----------     ---------
--



<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                             (6)






















<PAGE>
<TABLE>
                           OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                   ----------------------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                         Nine Months Ended
                                                           September 30,
                                                        ------------------
                                                       2007          2006
                                                       ----          ----
<S>                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Loss                                        $ (655,568)   $ (308,339)
  Adjustments to reconcile net loss to net
     cash flows from operating activities:
  Depreciation and amortization                       10,074        81,842
  Stock based compensation expense related
     to stock options                                 14,000        46,344

  Issuance of Common Stock for consulting services       750           -


  Cancellation of common stock issued for consulting
  services                                           (10,951)          -

  Changes in operating assets and liabilities:
     Accounts receivable                              (4,638)      (67,258)
     Inventories                                         -         (37,287)
     Prepaid expenses and other current assets            531       19,521
     Other assets                                        -            (235)
     Customer deposits                                (12,140)     (28,168)
     Accounts payable                                 103,593     (114,709)
     Accrued expenses and other current liabilities      -         (46,670)
     Accrued officer payroll                         (118,432)      20,709
     Accrued interest payable                             857       33,492
                                                    ---------      ---------
  Net cash flows from operating activities           (671,924)    (400,758)


CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisitions of property and equipment              (13,001)      (3,894)
                                                      ---------    ---------
  Net cash flows from investing activities            (13,001)      (3,894)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Due to Officers and Directors                       (51,517)     119,898
  Proceeds from sales of common stock                 255,000       20,000
  Proceeds from exercise of common stock warrants   1,035,125          -
  Proceeds from issuance of debenture                              225,000
  Purchase of common stock                                 (3)         -
                                                     --------     --------
  Net cash flows from financing activities          1,238,605      364,898

NET CHANGE IN CASH AND EQUIVALENTS                    553,680      (39,754)
                                                     --------     --------
CASH AND EQUIVALENTS, BEGINNING OF PERIOD              27,961       41,566
                                                     --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                  $581,641    $   1,812
                                                    ---------     ---------


SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                   $     -       $    -
                                                     ---------    ---------
Interest paid                                       $  13,969     $    -
                                                     ---------    ---------
NON-CASH FINANCING ACTIVITIES:
Preferred stock dividends paid in common
  stock                                              $123,441     $ 42,983
Issuance of common stock in payment of
  accounts payable                                   $342,030          -

Issuance of common stock upon conversion
   Of debentures and accrued interest                $126,944     $ 62,067

<FN>

See accompanying notes to consolidated financial statements.

</FN>
</TABLE>

                                             (7)


<PAGE>

                OMAGINE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED (UNAUDITED) INTERIM
                    FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The consolidated balance sheet for Omagine, Inc. [formerly
Alfa
International Holdings Corp.]("Omagine" or the ?Company?) at
the
end of the preceding fiscal year has been derived from the
audited balance sheet and notes thereto contained in the
Company?s annual report on Form 10-KSB for its fiscal year
ended
December 31, 2006 and is presented herein for comparative
purposes. All other financial statements are unaudited. In the
opinion of management, all adjustments, which include only
normal recurring adjustments necessary to present fairly the
financial position, results of operations and cash flows for
all
periods presented, have been made.

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

Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States have been omitted in
accordance with the published rules and regulations of the
Securities and Exchange Commission. These financial statements
should be read in conjunction with the financial statements
and
notes thereto included in the Company's annual report on Form
10-KSB for the fiscal year ended December 31, 2006.

Net Profit (Loss) Per Share - Basic and diluted profit (loss)
per share are based upon the weighted-average number of common
shares outstanding during the period. The computation of
diluted
earnings per share does not assume the conversion, exercise or
contingent issuance of securities that would have a dilutive
effect on loss per share.

                            (8)

<PAGE>

Principles of Consolidation ? The consolidated financial
statements include the accounts of Omagine and its wholly-
owned
subsidiaries, Contact Sports, Inc. (?Contact?), Ty-
Breakers Corp. (?Ty-Breakers?) and Journey of Light, Inc.
(?JOL?). Omagine and its subsidiaries are collectively
referred
to as the ?Company?. All inter-company transactions have been
eliminated in consolidation.

NOTE 2  - GOING CONCERN AND LIQUIDITY

The Company has incurred significant operating losses raising
substantial doubt about its ability to continue as a going
concern. The continued existence of the Company is dependent
upon its ability to execute its business plan and attain
profitable operations.

NOTE 3  - CONVERTIBLE DEBENTURES:

On December 8, 2005, Omagine sold a convertible debenture
("First Debenture") in the face amount of $250,000 to an
investor in exchange for $215,000, net of placement costs and
fees. On January 24, 2006, Omagine sold a second convertible
debenture ("Second Debenture") in the face amount of $250,000
to
the same investor in exchange for $225,000, net of placement
costs and fees. The First Debenture was payable on or before
December 7, 2008 and the Second Debenture was payable on or
before January 23, 2009. Both the First Debenture and the
Second
Debenture (collectively "Debentures") accrued interest at 10%
per annum. The holder had the option, at any time, to convert
the then outstanding balance of the Debentures together with
accrued and unpaid interest thereon into shares of Omagine's
$0.001 par value common stock (?Common Stock?) at a price per
share equal to 90% of the lowest volume weighted average price
of a share of Common Stock during the fifteen trading days
immediately preceding the conversion date, subject to certain
adjustments. As of March 21, 2007, the Debentures together
with
all accrued and unpaid interest thereon were paid in full
through such conversions into shares of Common Stock.

The warrant that was sold with the First Debenture (the
?Debenture Warrant?) gave the holder the right to purchase
257,732 shares of Common Stock at a purchase price of


                             (9)
<PAGE>

$0.97 per share and included an optional ?cashless exercise?
provision. In July 2007, the holder of the Debentures
exercised
the Debenture Warrant pursuant to the ?cashless exercise?
provision and was issued 79,161 shares of Common Stock
pursuant
thereto which represented the full exercise of the Debenture
Warrant. The Company received no proceeds from the ?cashless
exercise? and no portion of the Debenture Warrant remains
outstanding or available for the purchase of any further
shares
of Common Stock.


NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

Omagine had designated 150,000 shares of its $0.001 par value
preferred stock (?Preferred Stock?) as ?Series B Preferred
Stock?. The face value of the Series B Preferred Stock was $40
per share and dividends accrued at 5.0% per annum. Each share
of
the Series B Preferred Stock (?Preferred Share(s)?) was
convertible at the option of the holder, at any time, into 40
shares of Common Stock. Accrued dividends, at the Company?s
option, could be paid in cash or in shares of Common Stock
valued at $1.00 per share.

Pursuant to the Certificate of Designation, Preferences and
Rights for Series B Preferred Stock and a resolution of the
Board of Directors, on September 28, 2007 (the ?Redemption
Date?),the Company redeemed all Preferred Shares outstanding
on
the Redemption Date.

The Company paid forty-one dollars and forty-eight cents
($41.48) per Preferred Share (the "Redemption Price") to the
registered holders of the 76,437 Preferred Shares outstanding
on the Redemption Date. The Redemption Price was calculated by
adding the $40.00 face value of each Preferred Share to the
$1.48 of dividends accrued thereon.

The Redemption Price was paid in shares of the Company?s
Common
Stock valued at one dollar ($1.00) per share.

From and after the Redemption Date, all rights of the holders
of
Preferred Shares (except the right to receive the Redemption


                             (10)

<PAGE>

Price without interest upon surrender of their certificate or
certificates) ceased with respect to such Preferred Shares.
Such
Preferred Shares shall not hereafter be transferred on the
books
of the Corporation or be deemed to be outstanding for any
purpose whatsoever. As of the date hereof no Preferred Shares
or
any other shares of Preferred Stock are issued or outstanding.

The Series B Preferred Stock has been excluded from the
computation of diluted earnings per share for the three month
period ended September 30, 2007 and the nine month periods
ended
September 30, 2007 and 2006 as the conversion would be anti-
dilutive after adding back preferred stock dividends to the
respective net loss for each such period.

The 2,720,333 unexercised Common Stock purchase warrants held
by
the holders of Series B Preferred Stock (the ?$0.75 Warrants?)
expired on July 31, 2007. During July 2007, 1,380,167 of such
$0.75 Warrants were exercised by the holders thereof and the
Company received proceeds therefrom of $1,035,125.


NOTE 5 ? STOCKHOLDERS EQUITY

In February and March 2007, the Company sold a total of
2,300,000 shares of its Common Stock to three individuals
(including 50,000 shares to a Company director) at a price of
$0.10 per share and the Company received the total net
proceeds
of $230,000. In May 2007, the Company sold 50,000 shares of
its
Common Stock to an individual at a price of $0.50 per share
and
the Company received the total net proceeds of $25,000.

In February and March 2007, the Company issued a total of
2,737,629 shares of its Common Stock to the holder of the
Convertible Debentures in satisfaction of $175,000 of
principal
amount of the Debentures and $42,651 of accrued interest.

In March 2007, the Company issued a total of 2,600,303 shares
of
its Common Stock in satisfaction of $260,030 of accounts
payable (including 145,813 shares to a Company Officer). In
September 2007, the Company issued 200,000 shares of its
Common
Stock to an investor relations consultant in satisfaction of
an $82,000 account payable due to the consultant.


                             (11)
<PAGE>

In July and August 2007, the Company issued a total of 430,312
shares of its Common Stock (including 10,312 shares in payment
of dividends payable), to holders of 10,500 Preferred Shares
upon conversion of such Preferred Shares by the holders
thereof.
In September 2007, the Company issued a total of 3,170,629
shares of Common Stock (including 113,129 shares in payment of
dividends payable) to holders of 76,437 Preferred Shares
which
the Company redeemed pursuant to the Redemption Notice (See
Note 4).

In July 2007 the Company issued 1,380,167 shares of its Common
Stock to holders of $0.75 Warrants upon the exercise thereof
by
such holders. The Company received $1,035,125 from the
exercise
of such $0.75 Warrants. In July 2007, the Company issued
79,161
shares of its Common Stock to the holder of the Debenture
Warrant upon the ?cashless exercise? thereof by such holder.
(See Note 3).

Stock Options and Warrants

On September 20, 2007, the Company registered the 2.5 million
shares of its Common Stock reserved for issuance under the
Alfa
International Corp 2003 Stock Option Plan (?Stock Option
Plan?)
for resale by filing a registration statement with the
Securities and Exchange Commission on Form S-8. This
registration statement did not increase either the total
number
of shares outstanding or the number of shares reserved for
issuance under the Stock Option Plan. The adoption of the
Stock
Option Plan was approved by Board of Directors in March 2004
and
ratified by the Company?s shareholders on September 1, 2004.

The Stock Option 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 and warrant
activity
for the nine months ended September 30, 2007:



                             (12)
<PAGE>
<TABLE>


<CAPTION>
                                      ------------------------
--
                                      Stock Options
Warrants
                                      -------------     ------
--


<S>                                   <C>           <C>


Outstanding at January 1, 2007          1,165,000
4,450,467
Granted and Issued                        800,000           -
Exercised                                      -
(1,637,899)
Forfeited/expired/cancelled                    -
(2,792,568)
                                        ----------     -------
--

Outstanding at Sept 30, 2007            1,965,000
20,000
                                        ----------     -------
--

Exercisable at Sept 30, 2007            1,325,000
20,000
                                        ----------     -------
--


</TABLE>






                            (13)






<PAGE>
<TABLE>
Stock options outstanding at September 30, 2007 (all non-qualified)
consist of:

<CAPTION>
<C>          <C>               <C>                 <C>             <C>

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

  1997           125,000            125,000           $ .10           November 5, 2007
  2001           750,000            750,000           $ .25           August 31, 2011
  2004            60,000             60,000           $ .17           October 31, 2009
  2005            30,000             30,000           $1.00           June 30, 2010
  2005           200,000            200,000           $ .82           December 14,
2010
  2007           800,000            160,000           $ .25           March 31, 2012
               ---------          ----------
 Totals        1,965,000          1,325,000
               =========          ==========

</TABLE>

The 640,000 unvested options relating to the 2007 grant are
scheduled to vest 160,000 on April 1, 2008 and 160,000 each
April 1 thereafter for three succeeding years. As of
September 30, 2007, there was $87,738 of total unrecognized
compensation cost related to un-expensed stock options. That
cost is expected to be recognized $5,920 in the three months
ending December 31, 2007; $20,822 in 2008; $18,768 in 2009;
$18,768 in 2010; $18,768 in 2011; and $4,692 in 2012.

                                       (14)


<PAGE>

<TABLE>


Warrants outstanding at September 30, 2007 consist of:

<CAPTION>

<C>         <C>             <C>          <C>       <C>

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


   2005        20,000          20,000        .20     December 19, 2007

             =========       =========


</TABLE>





                                      (15)




<PAGE>


NOTE 6 ? COMMITMENTS


Leases

The Company leases its executive office in New York, N.Y.
under
a ten-year lease entered into in February 2003. The Company
also
rents warehouse space in Jersey City, New Jersey under a month
to month lease. Rent expense for the nine months ended
September
30, 2007 and 2006 was $58,027 and $54,602 respectively.

At September 30, 2007, the minimum future lease payments are
as
follows:

2007                                 $  12,950
2008                                    51,800
2009                                    51,800
2010                                    51,800
2011                                    51,800
Thereafter                              60,433
                                     ----------
Total                                $ 280,583
                                     ==========



Employment Agreements

Omagine is obligated to pay its President and Chief Executive
Officer an annual base salary of $125,000 through December 31,
2010 plus an additional amount based on a combination of net
sales and earnings before taxes.


Omagine had been obligated to employ its Vice-President and
Secretary under an employment agreement which has been
canceled.
Effective August 1, 2007 the Company re-employed this
individual
at an annual salary of $85,000. Provided the Company is
successful in signing the Development Agreement with the
Government of Oman for the Omagine Project, the Company will
enter into a new employment agreement with this individual.


                            (16)
<PAGE>

The Company had been obligated to employ Contact?s President
and
Vice-President of Sales under separate employment agreements
which have been canceled and the individuals? service with the
Company terminated in 2006.


Factoring Agreement

In March 2004 Contact entered into a one-year agreement (the
?Factoring Agreement?) with a company (?Factor?) specializing
in
factoring accounts receivable. The Factoring Agreement was
deemed renewed from year to year following the initial term
unless terminated upon notice by either party. In March 2006
Contact gave such notice of termination to the Factor and
subsequently the Factor and Contact agreed to continue the
Factoring Agreement after March 2006 on a month-to-month
basis.
The Factoring Agreement continued in effect until March 15,
2007
when it was terminated in accordance with its terms by
Contact.


NOTE 7 - SEGMENT INFORMATION:

Omagine is a holding company that operates through its wholly
owned subsidiaries. The Company reports results in two
business
segments: real estate development and apparel.

The real estate development business of the Company is
conducted
through its wholly owned subsidiary JOL which is in its
initial
stages of business development. JOL is presently conducting
negotiations with the Government of Oman with respect to JOL?s
proposed development of an approximately $1.6 billion tourism
related project.

The apparel business of the Company is conducted through its
wholly owned subsidiaries - Contact and Ty-Breakers.

Summarized financial information by business segment for the
three and nine month periods ended September 30, 2007 and 2006
is as follows:


                            (17)




<PAGE>
<TABLE>
                                                     SEGMENT INFORMATION
                                                     -------------------
<CAPTION>
                                         THREE MONTHS ENDED           NINE MONTHS
ENDED
                                             September 30,               September 30,
                                      ----------------------      --------------------
--
                                          2007          2006         2007
2006
                                          ----          ----         ----          ---
-
<S>                                 <C>          <C>            <C>          <C>
Revenue:

  Real Estate Development             $      -     $        -      $     -
$1,000,000
  Apparel                                 29,838         99,359       30,155
128,563
                                       ---------     ----------    ----------   ------
---
Total                                 $   29,838   $     99,359    $  30,155
$1,128,563


======================================================================================
===

Operating Expenses:

  Real Estate Development             $   65,274    $   107,572    $ 204,459   $
661,288
  Apparel                                 32,703        122,884       73,405
158,273
  Corporate                              229,402        118,899      386,694
514,451
                                       ---------      ---------     ----------   -----
---
Total                                 $  327,379    $   349,355    $ 664,558
$1,334,012


======================================================================================
===



Operating Income (Loss):

  Real Estate Development             $ ( 65,274)    $ (107,572)    $(204,459) $
338,712
  Apparel                                (2,865)        (23,525)      (43,250)
(29,710)
  Corporate                             (229,402)    (118,899)    (386,694)
(514,451)
                                       ---------     ---------     ----------   ------
---
Total                                 $ (297,541)    $(249,996)  $ (634,403)
$(205,449)


======================================================================================
===

Identifiable Assets:

  Real Estate Development                                         $   1,141   $  1,880
  Apparel                                                            58,758     80,239
  Corporate                                                         604,401     15,096

                                                                   ----------  -------
Total                                                             $ 664,300   $ 97,215



======================================================================================
===
Capital Expenditures


  Real Estate Development             $      -     $      -      $      -     $  3,894
  Apparel                                    -            -             -          -
  Corporate                                  -            -          13,001        -
                                       ---------     ---------     ----------  -------
--
Total                                 $      -    $       -      $   13,001   $  3,894


======================================================================================
===

Depreciation and Amortization:

  Real Estate Development             $      234    $      234    $      702  $    702
  Apparel                                    -             -             -         -
  Corporate                                1,001        23,033         9,372    81,140
                                       ---------     ---------     ----------  -------
--
Total                                 $    1,235    $   23,267    $  10,074   $ 81,842

======================================================================================
===



<FN>
Operating loss is total revenue less operating expenses, which
include cost of sales and selling, general and administrative
expenses.

</FN>
</TABLE>

                                         (18)


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

In June 2007 the Company changed its corporate name to
Omagine,
Inc. to align its corporate identity with its real estate
development business.  The Company?s website is
www.omagine.com.

All of the Company's operations are conducted through its
wholly-owned subsidiaries, Journey of Light, Inc. (?JOL?),
Contact Sports, Inc. ("Contact") and Ty-Breakers Corp.("Ty-
Breakers"). JOL is proposing to develop a real estate project
(the ?Omagine Project?) in the Sultanate of Oman (?Oman?).The
Company presently concentrates the majority of its efforts on
the development of JOL?s business. Contact and Ty-Breakers are
in the apparel business.

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.

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 and 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 JOL
will be determined by management when and if it becomes likely
that JOL will begin generating revenue. Revenue is recognized
at
                            (19)
<PAGE>
Contact and Ty-Breakers when goods are shipped to customers
from
the Company's warehouse.

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

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

* Failure of JOL or other proposed co-owners (collectively,
the
?Founder Shareholders?) of the project company presently under
formation in Oman (?Omagine SAOC?), to sign the Development
Agreement with the Government of Oman.

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

* Inability of the Company or Omagine SAOC to secure
additional
financing as and if required;

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

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

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

JOL is engaged primarily in the business of real estate
development in the country of Oman.


                            (20)
<PAGE>

JOL prepared and presented to the Ministry of Tourism of Oman
(?MOT?) and other Government officials a feasibility study for
a
proposed real-estate project (the "Omagine Project") to be
developed in Oman by Omagine SAOC, an Omani company presently
under formation by JOL and other Founder Shareholders.

The Omagine Project is planned to be developed on one million
square meters (equal to approximately 245 acres) of beachfront
land facing the Gulf of Oman (the ?Omagine Site?) just west of
the capital city of Muscat and nearby the Seeb International
Airport. The Omagine Project 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 exhibitions, two resort hotels, a
boardwalk, an open air amphitheater and stage, a canal and
enclosed harbor area, boat slips, commercial office buildings,
shopping and retail establishments, open space green areas,
restaurants and approximately 3,300 residences, 450 serviced
apartments and 150 employee apartments. Through its ownership
interest in Omagine SAOC, the Company plans over time to also
be
in the property management, hospitality and entertainment
businesses.

During the period from June through October 2007, JOL
management
had further meetings, discussions and negotiations with
officials of the Government of Oman regarding the terms and
conditions of a development agreement (?Development
Agreement?)
between the Government and Omagine SAOC and JOL has now
delivered to the Government what it believes to be the final
draft of the Development Agreement.

Final discussions remain to be had with the MOT regarding only
the identity and percentage ownership of the three required
Founder Shareholders of Omagine SAOC.

During October and continuing to date JOL has held discussions
with Bank Muscat SAOG (the ?Bank?), the largest commercial
bank
in Oman, with a view toward signing an agreement (the
?Financial
Advisory MOU?) with the Bank memorializing the agreement
between
JOL and the Bank regarding, among other things: (i) JOL
appointing the Bank as its financial advisor immediately
subsequent to signing the Development Agreement, (ii) the Bank

                            (21)
<PAGE>

undertaking the task of structuring the optimal capital
structure for Omagine SAOC, (iii) the Bank arranging for and
placing equity, debt and mezzanine capital requirements for
Omagine SAOC, and (iv) the Bank, or its nominee investing up
to
twenty-five percent (25%) of the capital of Omagine SAOC. As
of
the date hereof, JOL and the Bank have finalized their
agreement and the Financial Advisory MOU is expected to be
signed by JOL and the Bank within the next several days.

During October and continuing to date JOL has held discussions
with Consolidated Contractors International Company, S.A.L.
and
with its local Omani company Consolidated Contractors Company
Oman, LLC (collectively, ?CCC?) (www.ccc.gr), with a view
toward signing an agreement (the ?CCC Agreement?) with CCC
memorializing the agreement between JOL and CCC regarding,
among
other things: (i) CCC being the General Contractor for the
Omagine Project, (ii) CCC being a minority Founder Shareholder
of Omagine SAOC, and (iii) CCC?s rapid mobilization and start
of
construction of the Omagine Project. CCC is one of the largest
building contractors in Oman and the Middle East with
worldwide
operations, almost $5 billion in annual revenue and over
120,000
employees (6,000 presently in Oman). As of the date hereof,
JOL
and CCC have finalized their discussions and arrived at a
verbal
agreement with respect to the foregoing. This verbal agreement
has now been reduced to a written document which JOL and CCC
are reviewing. JOL and CCC expect to sign the CCC Agreement
shortly.

Joannou & Paraskevaides (Overseas) Ltd. (?J&P?) and JOL had an
agreement with respect to J&P being a Founder Shareholder of
Omagine SAOC and the General Contractor for the Omagine
Project
(the ?J&P Agreement?). J&P informed JOL in October 2007 that,
?in light of their current and future workload?, J&P wished to
withdraw from the Omagine Project and the J&P Agreement was
terminated. J&P has only a few clerical employees in Oman and
would have had to mobilize and transport all employees and
equipment into Oman subsequent the Financial Closing Date
(which
date itself will be at least 6 months after signing the
Development Agreement). CCC, on the contrary, has its
machinery, equipment and a workforce of 6,000 employees
currently in Oman
and thousands more employees in the nearby GCC countries. CCC
moreover is approximately 5 times larger than J&P in terms of
revenue and at 125,000 employees, employs approximately 8
times
as many people and has significantly greater resources than
J&P.

                            (22)
<PAGE>
Significantly, the CCC Agreement as presently contemplated is
also more advantageous financially to JOL than was the J&P
Agreement and CCC, unlike J&P, is able to mobilize and begin
construction of Omagine immediately after the signing of the
Development Agreement and the CCC Agreement requires CCC to do
so. Consequently, management believes that the termination of
the J&P Agreement will not have any negative effect on the
Company?s business and the CCC Agreement will have a
materially
positive effect on the Company?s business.

Between June and October 2007 the Company has held, and
continues to hold, numerous other discussions with financial
investors interested in investing in Omagine SAOC (?Potential
Investors?). Immediately after signing the Financial Advisory
MOU with Bank Muscat, the Company will turn over all such
existing and future Potential Investors to the Bank for its
analysis and disposition.

In order to move into the actual development stage of the
Omagine Project, the Founder Shareholders and the Government
must sign the Development Agreement ? an event which the
Company
previously expected to occur during the second or third
quarter
of 2007 but presently expects to occur during the fourth
quarter
of 2007.

--------------------------------------------------------------
-
Notwithstanding the foregoing positive developments no
assurances can be given at this time that the Development
Agreement, Financial Advisory MOU or the CCC Agreement will
actually be signed. Although all three agreements are in the
final draft forms and have been agreed and the outcome seems
clear, until such agreements are actually signed, no assurance
whatsoever can be given that they actually will be signed.
Management therefore cautions that future events rarely
develop
exactly as forecast and the best estimates routinely require
adjustment.
--------------------------------------------------------------
--

Subsequent to the signing of the Development Agreement, the
Omagine Site?s value will be definitively determined by a
qualified independent real-estate appraiser and such appraisal
will be used by Bank Muscat to optimize the Project Company?s
capital structure and in its internal financing discussions
and in its discussions with other financial institutions and
investors.
                            (23)
<PAGE>

The Company expects, based on present assumptions which are
subject to modification, that the development costs for the
entire Omagine Project will be approximately $1.6 billion
dollars.

The Founder Shareholders and Bank Muscat have agreed that,
subject to the agreement of the lending institutions at the
time, at the financial closing JOL will (i) be paid a success
fee of approximately 0.5% of the total construction costs of
the
Omagine Project, and (ii) be reimbursed in full for all its
development expenses incurred through the date of the
financial closing. The present nature of JOL?s business is
such that,
other than the foregoing, 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.

Contact Sports and Ty-Breakers
------------------------------

Contact and Ty-Breakers are in the apparel business which the
Company no longer actively promotes and which is not expected
to
contribute significantly to the Company?s future results.

The Company maintains its corporate offices at The Empire
State
Building, 350 Fifth Avenue, Suite 1103, New York, NY 10118 and
its telephone number is 212-563-4141. Contact also maintains a
warehouse in Jersey City, New Jersey. Both facilities are
leased
from unaffiliated third parties. Subsequent to the signing of
the Development Agreement, the Company plans to open an office
for Omagine SAOC in Muscat, Oman.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30, 2007 vs.
THREE MONTHS ENDED SEPTEMBER 30, 2006

Revenue in the third quarter of 2007 was $29,838 a decrease of
$69,521 (233%) as compared to the same period in the previous
year. This decrease was attributable to the reduced sales at
Contact.

                        (24)

<PAGE>

Selling, general and administrative expenses were $299,202
during the third quarter of 2007, compared to $269,380 in the
third quarter of 2006. This increase of $29,822 (10%) in 2007
was primarily attributable to increased  costs associated with
the Debentures and costs incurred at JOL for travel,
consulting
fees and professional fees associated with the Omagine project
in Oman.

The Company experienced an operating loss of $297,541 during
the
third quarter of 2007 as compared to an operating loss of
$249,996 during the same period in the previous fiscal year.
This $47,545 increase in the Company's operating loss in 2007
is
attributable to the above-mentioned increased selling, general
&
administrative expenses in 2007 offset by the approximately
$51,000 decrease in cost of sales in 2007 and the
approximately
$70,000 reduction in net sales during the third quarter of
2007
compared to the same period in 2006. The Company expects to
experience losses until revenue from the Omagine Project is
realized.

The nature of JOL's present business is such that, (other than
the possible payment of a success fee and reimbursement of it
development expenses), it is not expected to generate revenues
until after the development of the Omagine project is
significantly underway, an event which, as of the date hereof,
is not certain to occur. Management is examining other
possible
sources of revenue which, subject to the Development Agreement
being executed, may be added to the Company?s operations. The
Company no longer actively promotes the apparel business of
Contact and Ty-Breakers and the apparel business segment is
not
expected to contribute significantly to the Company?s future
results. The Company may sell Contact or Ty-Breakers or may
discontinue its apparel business in its entirety.

The Company will need to raise significant capital and secure
significant financing in order to execute the Omagine Project
and its presently conceived business plan.

Capital expenditures of $13,001 were incurred during the
quarterly period ended September 30, 2007. Subject to the
Development Agreement being executed and the availability of
resources, the Company may incur significant expenses related
to
capital expenditures in the future.

                            (25)
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30,2007 vs.
NINE MONTHS ENDED SEPTEMBER 30,2006

Revenue in the first nine months of 2007 was $30,155 a
decrease
of $1,098,408 as compared to the same period in the previous
year. This decrease was attributable to the non-recurring $1
million settlement of a dispute in the second quarter of 2006,
net of an approximately $98,000 decrease in apparel product
sales during the period.

Selling, general and administrative expenses were $636,316
during the first nine months of 2007, compared to $1,242,033
in
the first nine months of 2006. This decrease of $605,717 (95%)
was primarily attributable to decreased costs associated with
Omagine's sale of the Debentures and to lower costs incurred
at
JOL for travel, consulting fees and professional fees
associated
with the Omagine project in Oman during the period, including
salaries and consulting fees and costs related to JOL's March
2006 presentation in Oman.

The Company's marketing and promotional expenditures were not
significant during the period. Subject to the Development
Agreement being signed, JOL may recover all or a portion of
its
expenses (the ?Development Expenses?) incurred to date in
conceptualizing and promoting the Omagine Project and may be
paid a ?success fee?. Subject to the Development Agreement
being
executed and the availability of resources, the Company may
incur significant expenses related to marketing, and
promotional
expenditures in the future.

The Company sustained a net loss from operations of $(634,403)
during the first nine months of 2007 as compared to a net loss
from operations of $(205,449) during the first nine months of
2006. This $428,954 increase in the Company's net loss from
operations was primarily attributable to the absence in 2007
of
the $1 million non-recurring 2006 revenue item associated with
a
settlement with the Government of Qatar combined with reduced
sales revenue from the apparel segment during the first nine
months of 2007; both of which were partially offset by the
decrease of $605,717 in selling, general & administrative
expenses in the first nine months of 2007 compared to the
previous period in 2006. After provision for the payment of
$123,441 in preferred stock dividends and the amortization of

                             (26)

<PAGE>
$21,198 of costs associated with the Debenture financing, the
Company sustained a net loss applicable to common stockholders
of $779,009 for the nine month period ended September 30, 2007
compared to a net loss applicable to common stockholders of
$344,837 for the comparable nine month period in 2006. The
Company expects to experience losses until revenue from the
Omagine Project is realized.

Subject to the Development Agreement being signed, JOL may
recover all or a portion of its expenses (the ?Development
Expenses?) incurred to date in conceptualizing and promoting
the
Omagine Project and may be paid a ?success fee?. Otherwise,
the
nature of JOL?s present business is such that it is not
expected
to generate revenues until after the development of the
Omagine
project is significantly underway, an event which, as of the
date hereof, is not certain to occur. Management is examining
other possible sources of revenue which, subject to the
Development Agreement being executed, may be added to the
Company?s operations.

The Company no longer actively promotes the apparel business
of
Contact or Ty-Breakers and the apparel business segment is not
expected to contribute significantly to the Company?s future
results. The Company may sell Contact and Ty-Breakers or may
discontinue its apparel business in its entirety.

The Company will need to raise significant capital and secure
significant financing in order to execute the Omagine Project
and its presently conceived business plan.

LIQUIDITY AND CAPITAL RESOURCES:

With the exception the second quarter of 2006, the Company has
experienced negative cash flows during the past four fiscal
years. The Company incurred net losses of $767,951,
$5,900,662,
$1,020,624 and $706,801 in its fiscal years 2006, 2005, 2004
and
2003, respectively. The Company's net loss for the nine months
ended September 30, 2007 was $655,568. During the nine months
ended September 30, 2007, the Company experienced an increase
in
cash and equivalents of $553,680.

At September 30, 2007, the Company had a working capital
surplus
of $58,151, compared to a working capital deficit of $920,163
at December 31, 2006.

                            (27)
<PAGE>

The $978,314 decreased deficit in working capital was
primarily
attributable to:

increase in proceeds from sale of common stock      $
255,000
increase in proceeds from exercising warrants
1,035,125
decrease in accounts payable
103,593

Of the $567,468 of current liabilities at September 30, 2007,
$202,121 (35.6%) represents amounts which are due to officers.

The $671,924 of funds used by operating activities during the
nine months ended September 30, 2007 resulted primarily from
the
net loss of $655,568.

Funds totaling $13,001 were invested in computer equipment
during the first nine months of fiscal 2007.

Funds totaling $1,238,605 were provided by financing
activities
during the first nine months of fiscal 2007; $255,000 from the
sale of 2,350,000 shares of unregistered and restricted Common
Stock that were sold without registration under the Securities
Act of 1933, as amended (the ?Act?), in reliance upon
exemptions
from such registration requirements contained in Section 4(2)
under the Act to three ?accredited investors? as that term is
defined in Rule 501 under Regulation D under the Act, one of
whom is a director of the Company, $1,035,125 in proceeds from
the exercising of Common Stock warrants from the holders of
the
Series B Preferred Stock, net of (i) a reduction of $51,517 in
loans to the Company by its officers and directors and (ii)
the
purchase for $3.00 and retirement by the Company of 10 shares
of
Common Stock from a stockholder.

On May 1, 2006, JOL received $1,000,000 pursuant to a friendly
settlement of a dispute with the State of Qatar.

During the first nine months of 2007 the holder of the
Debentures converted the remaining $175,000 principal amount
of
the Debentures plus the accumulated interest thereon into
2,699,138 shares of the Company?s Common Stock.

During the third quarter of 2007, the holder of the Debentures
exercised the warrant that was sold with the First Debenture
(the ?Debenture Warrant?). The Debenture Warrant gave the
holder

                            (28)
<PAGE>

the right to purchase 257,732 shares of Common Stock at a
purchase price of $0.97 per share and included an optional
?cashless exercise? provision. In July the holder of the
Debentures exercised the Debenture Warrant pursuant to the
?cashless exercise? provision and was issued 79,161 shares of
Common Stock pursuant thereto which represented the full
exercise of the Debenture Warrant. The Company received no
proceeds from the ?cashless exercise? and no portion of the
Debenture Warrant remains outstanding or available for the
purchase of any further shares of Common Stock.

Between July 1, 2007 and July 31, 2007, holders of the
Company?s
Series B Preferred Stock exercised 1,380,167 common stock
purchase warrants ($0.75 Warrants) at an exercise price of
$0.75
per share and the Company issued 1,380,167 shares of
restricted
Common Stock to such holders. The Company received proceeds of
$1,035,125 from such exercise of the $0.75 Warrants. The
remaining 2,720,333 unexercised $0.75 Warrants expired
unexercised on July 31, 2007.

On December 16, 2005, in accordance with a contract
(?Contract?)
Omagine granted Agora Public Relations an option to purchase
up
to 200,000 shares of Common Stock at a purchase price of $0.82
per share (the ?Agora Options?).  Pursuant to an agreement
dated
August 27, 2007 covering the period beginning December 16,
2005
and ending December 31, 2007, Omagine (i) issued Agora 200,000
shares of  Common Stock (the ?Agora Shares?) as compensation
for
services rendered through December 31, 2006, (ii)  continued
the
Agora Options in effect and (iii) Agora acknowledged and
agreed
that (a) the Agora Shares are, and (b) the Common Stock
issuable
upon exercise of the Agora Options will be, ?restricted
securities? within the meaning of the Securities Act of 1933,
as
amended.  The Agora Options are fully vested as of the date
hereof and may be exercised in whole or in part at any time
before December 31, 2011 (the ?Expiry Date?). Any unexercised
Agora Options will terminate on the Expiry Date.

The Company redeemed all 76,437 of its outstanding Preferred
Shares on September 28, 2007 (the ?Redemption Date?). The
Company paid forty-one dollars and forty-eight cents ($41.48)
per Preferred Share (the ?Redemption Price?) on the Redemption
Date. The Redemption Price was paid in shares of the Company?s


                            (29)
<PAGE>

Common Stock valued at one dollar ($1.00) per share. No
Preferred Shares shall hereafter be transferred on the books
of
the Corporation or be deemed to be outstanding for any purpose
whatsoever. As of the date hereof no Preferred Shares or any
other shares of Preferred Stock are issued or outstanding.

The Company?s inability to secure or arrange additional
funding
to implement JOL?s business plan, or Omagine SAOC?s failure to
sign the Development Agreement with the Government of Oman
regarding the Omagine Project will significantly affect the
Company?s ability to continue operations.



ITEM 3:  DISCLOSURE CONTROLS AND PROCEDURES


Within the 90 days prior to the date of the filing of this
Form
10-QSB, the Company carried out an evaluation under the
supervision and with the participation of management,
including
the Company's chief executive and financial officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Securities
Exchange Act of 1934 Rule 13a-14(c) and 15d-14(c). Based upon
that evaluation, our chief executive and financial officer
concluded that the Company's disclosure controls and
procedures
are effective in timely alerting him to material information
relating to the Company required to be included in the
Company's
periodic SEC filings.

There have been no significant changes in the Company's
internal
Controls or other factors which could significantly affect
internal controls subsequent to the date of the evaluation.











                            (30)
<PAGE>


                    PART II   -   OTHER INFORMATION


ITEM 5.

 (a)       Company?s Code of Ethics and Business Conduct.

During the third quarter of 2007 the Company completed a draft
of a code of ethics that applies to all employees, officers
and
members of the Board of Directors, including its principal
executive officers, principal financial officer, principal
accounting officer or controller or persons performing similar
functions. The Company?s Board of Directors is reviewing the
draft and once approved, this code of ethics will be adopted.
The Company intends to post a copy of its code of ethics on
the
Company?s website, www.omagine.com in 2007.


ITEM 6.    Exhibits and Reports on Form 8-K

 (a)       Exhibits numbered in accordance with Item 601(a) of
           Regulation SB


Exhibit                                                 Page
Numbers                Description                     Number
-------                -----------                     ------


99.1             Sarbannes-Oxley certification           E-1

99.2             Sarbannes-Oxley certification           E-3



 (b)       Reports on Form 8-K

On July 25, 2007, the Company made a press release updating
shareholders with regard to recent developments about its
Omagine Project being proposed to be developed by the
Company's
wholly owned subsidiary Journey of Light, Inc. The press
release
was filed on form 8-K with the SEC on July 26, 2007.



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<PAGE>

                     CERTIFICATION PURSUANT TO
           SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Frank J. Drohan, certify that:

1. I have reviewed this quarterly report for the period ended
September 30, 2007 on Form 10-QSB of Omagine, Inc. ("the
Registrant");

2. Based on my knowledge, this quarterly report does not
contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this
quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly
present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of,
and for, the periods presented in this quarterly report;

4.  I am responsible for establishing and maintaining
disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14
and 15d-14) for the Registrant and I have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Registrant,
including
its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which
this quarterly report is being prepared; and

b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the
filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about
the
effectiveness of the disclosure controls and procedures based
on
my evaluation as of the Evaluation Date.

5. I have disclosed, based on my most recent evaluation, to
the
Registrant's auditors and the audit committee of Registrant's
board of directors:
                            (32)
<PAGE>

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Registrant's
ability to record, process, summarize and report financial
data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and


b) any fraud, whether or not material, that involves
management
or other employees who have a significant role in the
Registrant's internal controls.


6. I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in
other
factors that could significantly affect internal controls
subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material
weaknesses.


Date: November 19, 2007




/s/ Frank J. Drohan
-------------------
Frank J. Drohan
Chief Executive Officer and Chief Financial Officer




The originally executed copy of this Certification will be
maintained at the Registrant's offices and will be made
available for inspection upon request.






                            (33)

<PAGE>


                     CERTIFICATION PURSUANT TO:

                       18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Omagine, Inc. on
Form
10-QSB for the period ended September 30, 2007 (the "Report"),
as filed with the Securities and Exchange Commission on the
date
hereof, the undersigned certifies, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

        (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

        (2) The information contained in the Report fairly
presents, in all material respects, the financial condition
and
results of operations of Omagine, Inc.



/s/Frank J. Drohan
------------------
Frank J. Drohan
Chief Executive & Financial Officer

November 19, 2007



The originally executed copy of this Certification will be
maintained at the Registrant's offices and will be made
available for inspection upon request.









                            (34)
<PAGE>

                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on
its behalf by the undersigned thereunto duly authorized.


DATED: November 19, 2007       Omagine, Inc.
                               (Registrant)



                                 By: /s/ Frank J. Drohan
                                 -------------------------
                                     Frank J. Drohan
                                     Chief Executive Officer
                                     and Chief Financial
Officer














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