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

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


For the Quarterly Period Ended: March 31, 2008
                                --------------

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

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


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


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


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


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


                            (1)
<PAGE>

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


Large accelerated filer [ ]                Accelerated filer [ ]

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



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

As of May 12, 2008, the registrant had outstanding 45,503,879
shares of Common Stock, par value $.001 per share.
























                            (2)



<PAGE>
                       OMAGINE, INC.
                          INDEX

Forward-Looking Statements

             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

       CONSOLIDATED BALANCE SHEETS:
       MARCH 31, 2008 AND DECEMBER 31, 2007

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED MARCH 31, 2008 AND MARCH 31, 2007

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
       EQUITY:

       THREE MONTHS ENDED MARCH 31, 2008

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       THREE MONTHS ENDED MARCH 31, 2008 AND MARCH 31, 2007

       NOTES TO FINANCIAL STATEMENTS


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

ITEM 4:  CONTROLS AND PROCEDURES

             PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         SIGNATURES





                            (3)



<PAGE>

Forward-Looking Statements

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














                            (4)




<PAGE>
<TABLE>                     OMAGINE, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                  March 31,       December 31,
                                                    2008              2007
           ASSETS                                 ---------       -----------
                                                 (Unaudited)
<S>                                             <C>               <C>
CURRENT ASSETS:
  Cash                                           $ 322,368          $ 713,145
  Prepaid expenses and other current assets         15,000             10,173
                                                   --------          --------
       Total Current Assets                        337,368            723,318
                                                   --------          --------
PROPERTY AND EQUIPMENT:
  Office and computer equipment                    129,941            129,941
  General plant                                     17,800             17,800
  Furniture and fixtures                            15,951             15,951
  Leasehold improvements                               866                866
                                                   --------          --------
                                                   164,558            164,558
  Less: Accumulated depreciation and amortization (142,717)          (139,988)
                                                   --------          --------
                                                    21,841             24,570
                                                   --------          --------
OTHER ASSETS:
  Other assets                                      13,749             13,749
                                                   --------          --------

TOTAL ASSETS:                                    $ 372,958          $ 761,637
                                                   ========           =======


          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                              $  179,826          $ 298,630
  Accrued officer payroll                          180,036            180,036
  Due officers and directors                        26,906             26,907
  Accrued expenses and other current liabilities    10,000             36,667
                                                  --------           --------
        Total Current Liabilities                  396,768            542,240
                                                  --------           --------

TOTAL LIABILITIES:                                 396,768            542,240
                                                   =======           ========
COMMITMENTS

STOCKHOLDERS' EQUITY:
  Preferred stock:
  $0.001 par value
  Authorized: 850,000 shares,
   Issued and outstanding: - none                      -                  -
  Common stock:
  $0.001 par value
  Authorized: 75,000,000 shares
   Issued and outstanding:
    45,503,879 shares in 2008
    45,542,439 shares in 2007                       45,504             45,542
Capital in excess of par value                  16,757,485         16,748,237
Retained earnings (deficit)                    (16,826,799)       (16,574,382)
                                               -----------         -----------
     Total Stockholders' Equity (Deficit)         ( 23,810)           219,397
                                               -----------         -----------
Total Liabilities And Stockholders' Equity     $   372,958         $  761,637
                                               ===========         ===========


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

                                         (5)
<PAGE>
<TABLE>
                      OMAGINE, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                        THREE MONTHS ENDED
                                                            March 31,
                                                      ----------------------
                                                       2008            2007
                                                       ----            ----
                                                    (Unaudited)     (Unaudited)

<S>                                             <C>                <C>
REVENUES:
  Net sales                                       $       -          $    191
                                                   ----------      -----------
Total revenues                                            -               191
                                                   ----------      -----------

COSTS AND EXPENSES:
  Cost of sales                                           -                65
  Selling, general and administrative                 252,478          85,340
                                                   ----------      -----------
  Total Costs and Expenses                            252,478          85,405
                                                   ----------      -----------
OPERATING LOSS                                       (252,478)        (85,214)

  Interest income                                          61              33
  Interest expense                                        -           ( 9,230)
                                                   ----------      -----------
NET LOSS                                             (252,417)       ( 94,411)

PREFERRED STOCK DIVIDENDS                                 -            21,675
                                                   ----------      -----------

LOSS APPLICABLE TO COMMON STOCKHOLDERS            $  (252,417)     $ (116,086)
                                                  ============     ============



BASIC AND DILUTED LOSS PER SHARE                  $      (.01)     $     (.00)
                                                  ============     ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
 BASIC AND DILUTED                                  45,523,159      35,893,810
                                                    ==========      ===========




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





                                           (6)

<PAGE>
<TABLE>

                           OMAGINE, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

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

Balances At December 31, 2007  45,542,439   $45,542   $16,748,237 (16,574,382)
                               ==========    ======   =========== ============

Adjustment to share total         (38,560)      (38)           38         -

Stock option expense                  -         -           9,210

Net loss                              -         -            -       (252,417)
                               ----------    ------    ----------  -----------
Balances At March 31, 2008     45,503,879   $45,504   $16,757,485 (16,826,799)
                               ----------    ------    ----------  -----------


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


                                           (7)

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

<CAPTION>
                                                           Three Months Ended March 31,
                                                           ----------------------------
                                                                2008         2007
                                                                ----         ----
                                                            (Unaudited)   (Unaudited)
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                                  $( 252,417)  $  (94,411)
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
    Depreciation and amortization                                2,729        7,605
    Stock based compensation related to stock options            9,210        1,628
    Issuance of common stock for Consulting services               -            750
    Cancellation of common stock issued for
      consulting services                                          -        (10,951)
    Issuance of common stock in payment of Interest
      on debentures                                                -            857

  Changes in operating assets and liabilities:
    Accounts receivable                                            -         25,328
    Prepaid expenses and other current assets                  ( 4,827)     (42,847)
    Other assets                                                   -            -
    Accounts payable                                          (118,804)      34,781
    Customer Deposits                                              -        (12,140)
    Accrued expenses and other current liabilities             (26,667)       3,745
    Accrued officers payroll                                       -         (1,169)
                                                            ----------    ----------
  Net cash flows used by operating activities                 (390,776)    ( 86,824)
                                                            ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                            -            -
                                                             ---------- -----------
         Net cash flows used by investing activities               -           -
                                                             ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                                 (1)       12,670

  Proceeds from issuance of common stock                           -         230,000
                                                            ----------    ----------
         Net cash flows from financing activities                   (1)      242,670
                                                            ----------    ----------

NET CHANGE IN CASH                                            (390,777)      155,846

CASH BEGINNING OF PERIOD                                       713,145        27,961
                                                            -----------   ----------
CASH END OF PERIOD                                          $  322,368   $   183,807
                                                            ===========   ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Income taxes paid                                         $       -    $       -
                                                            ===========   ==========
  Interest paid                                             $       -    $       -
                                                            ===========   ==========

NON-CASH FINANCING ACTIVITIES:
     Preferred stock dividend                               $       -    $    21,675
     Issuance of common stock upon conversion of
       debentures and accrued interest                      $       -    $   120,573
     Issuance of common stock in payment of
       accounts payable                                     $       -    $   260,030
                                                            ===========   ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                        (8)

<PAGE>


OMAGINE, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED (UNAUDITED) INTERIM
                    FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION


The consolidated balance sheet for Omagine, Inc. ("Omagine" or
the "Company") at the end of the preceding fiscal year has been
derived from the audited balance sheet and notes thereto
contained in the Company's annual report on Form 10-KSB
for the Company's fiscal year ended December 31, 2007 and is
presented herein for comparative purposes. All other financial
statements are unaudited. In the opinion of management, all
adjustments, which include only normal recurring adjustments
necessary to present fairly the financial position, results of
operations and cash flows for all periods presented, have been
made.

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

Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States have been omitted in
accordance with the published rules and regulations of the
Securities and Exchange Commission. These financial statements
should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form
10-KSB for the fiscal year ended December 31, 2007.

Net Loss Per Share - Basic and diluted 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.

                           (9)
<PAGE>

Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its wholly-owned
subsidiaries, Contact Sports, Inc. ("Contact Sports"), Ty-
Breakers Corp. ("Ty-Breakers") and Journey of Light, Inc.
("JOL"), collectively referred to as the "Company". On March
26, 2008, Contact Sports and Ty-Breakers were merged with and
into Omagine, and the remaining companies "Omagine" and "JOL"
are now collectively referred to as the "Company". All
intercompany transactions have been eliminated in consolidation.


NOTE 2 - GOING CONCERN AND LIQUIDITY


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


NOTE 3 - STOCK OPTIONS


The following is a summary of stock option activity for the
three months ended March 31, 2008:



Outstanding at January 1, 2008                      1,900,000
Granted and Issued                                     30,000
Exercised                                                 -
Forfeited/expired/cancelled                               -
                                                    ---------

Outstanding at March 31, 2008                       1,930,000
                                                    ---------

Exercisable at March 31, 2008                       1,250,000
                                                    ---------


                            (10)



<PAGE>
<TABLE>
Stock options outstanding at March 31, 2008 (all non-qualified)
consist of:

<CAPTION>
<C>           <C>               <C>                 <C>             <C>
   Year           Number            Number            Exercise           Expiration
 Granted        Outstanding       Exercisable          Price                Date
 -------        -----------       -----------         --------           ----------

  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(A)        800,000            160,000           $ .25           March 31, 2012
  2007(B)         60,000             40,000           $ .90           October 29,2012
  2008(C)         30,000             10,000           $ .80           January 1, 2013
               ---------          ----------
 Totals        1,930,000          1,250,000
               =========          ==========

<FN>
   (A) 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.
   (B) The 20,000 unvested options related to the 2007 grant are scheduled to vest
       January 1, 2009.
   (C) The 20,000 unvested options relating to the 2008 grant are scheduled to vest
       10,000 on January 1, 2009 and January 1, 2010.

       As of March 31, 2008 there was $132,107 of total unrecognized compensation cost
       relating to unexpired stock options. That cost is expected to be recognized
       $33,733 in 2008, $38,601 in 2009,$36,313 in 2010,$18,768 in 2011 and $4,692
       in 2012.

</FN>
</TABLE>

                                      (11)

<PAGE>

NOTE 4 - COMMITMENTS

Leases

The Company leases its executive office in New York, N.Y. under
a ten-year lease entered into in February 2003. The Company also
rents warehouse space in Jersey City, New Jersey under a month-
to-month lease. The Company also leases office space in
Muscat, Oman under a one year lease expiring December 14, 2008.
Rent expense for the three months ended March 31, 2008 and 2007
was $26,619 and $15,734 respectively.

At March 31, 2008, the minimum future lease payments are as
follows:

2008                                 $  42,600
2009                                    56,800
2010                                    56,800
2011                                    56,800
2012                                    56,800
Thereafter                               9,466
                                     ----------
Total                                $ 279,266
                                     ==========


Employment Agreements

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

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




                            (12)

<PAGE>
Omagine Project


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

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



NOTE 5 - SEGMENT INFORMATION:


Omagine is a holding company that operates through its wholly
owned subsidiaries. Since its acquisition of Journey of Light,
Inc. ("JOL") in October 2005, the Company has reported 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 past its
initial stages of business development. JOL has presently
concluded  negotiations with the Government of Oman with respect
to JOL's proposed development, in cooperation with the
Government of Oman, of an approximately $1.6 billion tourism
related project and is awaiting the signing of the Development
Agreement.

The apparel business of the Company was conducted through its
wholly owned subsidiaries - Contact Sports, Inc. ("Contact") and
Ty-Breakers Corp. ("Ty-Breakers") which had no activity in the
three months ended March 31, 2008. Both apparel subsidiaries
were merged with and into Omagine on March 26, 2008.

The Company currently concentrates all of its efforts on the

                            (13)
<PAGE>

advancement and expansion of JOL's real estate development
business.

Summarized financial information by business segment for the
three months ended March 31, 2008 and 2007 is as follows:



                                    Three Months Ended March 31,
                                    ----------------------------
                                           2008           2007
================================================================

Revenue:
  Real Estate Development            $        -      $      -
  Apparel                                     -             191
                                         -------       --------
Total                                $        -      $      191
================================================================

Operating Expenses:
  Real Estate Development            $    55,836     $   18,237
  Apparel                                  2,258         20,367
  Corporate                              194,384         46,801
                                       ---------       --------
Total                                $   252,478     $   85,405
================================================================

Operating Loss:
  Real Estate Development            $   (55,836)    $  (18,237)
  Apparel                                ( 2,258)       (20,176)
  Corporate                             (194,384)       (46,801)
                                       ---------         -------
Total                                $  (252,478)    $  (85,214)
================================================================

Identifiable Assets:
  Real Estate Development            $       577     $    1,646
  Apparel                                   -            28,125
  Corporate                              372,381        239,575
                                         -------        -------
Total                                $   372,958     $  269,346
================================================================

                            (14)
<PAGE>
================================================================
Capital Expenditures:
  Real Estate Development            $       -       $      -
  Apparel                                    -              -
  Corporate                                  -              -
                                         -------        -------
Total                                $       -       $      -
=================================================================

Depreciation and Amortization:
  Real Estate Development              $     234     $      234
  Apparel                                    -              -
  Corporate                                2,495          7,371
                                         -------        -------
Total                                  $   2,729     $    7,605
================================================================

Operating loss is total revenue less operating expenses, which
includes cost of sales, selling, general and administrative
expenses, and other corporate expenses.






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

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


Critical Accounting Policies:
-----------------------------
Our financial statements have been prepared in accordance
with accounting principles generally accepted in the United
States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses

                            (15)
<PAGE>

during the reporting period. The policies discussed below are
considered by management to be critical to an understanding of
our financial statements because their application places the
most significant demands on management's judgment, with
financial reporting results relying on estimation about the
effect of matters that are inherently uncertain. Specific risks
for these critical accounting policies are described in the
following paragraphs. For all of these policies, management
cautions that future events rarely develop exactly as forecast,
and the best estimates routinely require adjustment.

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

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

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


* Failure of the Founder Shareholders of Omagine SAOC, the
    Project Company under formation in Oman, to sign the
    Development Agreement with the Government of Oman.

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

* Inability of the Company to secure additional financing;

                            (16)
<PAGE>

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

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


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


JOURNEY OF LIGHT, INC.
----------------------

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

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

JOL has proposed to the Government of Oman (the "Government")
the development of a real-estate and tourism project (the
"Omagine Project") to be developed in Oman by Omagine S.A.O.C.
(the "Project Company"), an Omani company presently under
formation by the Company and other founder shareholders
("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 Muscat International
Airport. It is planned to be an integration of cultural,
heritage, educational, entertainment and residential components,
including: a "high culture" theme park containing seven pearl
shaped buildings, each approximately 60 feet in diameter,
associated exhibition buildings, a boardwalk; an open air
amphitheater and stage; open space green areas; a canal and

                              (17)
<PAGE>

enclosed harbor and marina area; associated retail shops and
restaurants, entertainment venues, boat slips, and docking
facilities (collectively, the "Landmark"); two five-star resort
hotels; commercial office buildings; shopping and retail
establishments integrated with the hotels, and several hundred
thousand square meters of residences to be developed for sale.
The Government will issue a license to the Project Company
designating the Omagine Project as an Integrated Tourism Complex
("ITC") and as such, the Project Company will be allowed to sell
the freehold title to residential properties developed on the
Omagine Site to any person, including any non-Omani person.
Non-Omani persons (such as expatriates living and working in
Oman) are forbidden by law to purchase any land outside of an
ITC. Significant commercial, retail and hospitality elements are
also included in the Omagine Project which is expected to take
between 4 to 5 years to complete. The Company plans over time to
also be in the property management, hospitality and
entertainment businesses.

The Ministerial Committee for Tourism met in April 2008 and
discussed the Omagine Project and its commercial terms.
Management was subsequently formally notified by the Government
that it had approved the terms by which the Omagine Project will
be developed (the "Approval Letter").  The Company is required
to formally notify the Government in writing by May 30, 2008 of
its approval of the Approval Letter and furnish the Government
with various written confirmations relating to shareholders of
the Project Company and elements of the Project.  The Company is
presently assembling the written confirmations required and
expects to deliver its affirmative answer to the Government
shortly. The Company's attorneys are now concluding the
Development Agreement with the Ministry of Tourism and the
Company and the Government expect to sign it within the next
several weeks.

The Founder Shareholders of Omagine SAOC are presently
contemplated to be Omagine, Inc., Journey of Light, Inc. and
Consolidated Contractors International Company, S.A.L. ("CCIC").

As previously reported, the Company has signed a memorandum of
understanding ("MOU") with each of (i) Bank Muscat regarding
project financing, equity participation and financial advisory
services, and (ii) CCIC regarding its $49 million investment in

                              (18)
<PAGE>

the Project Company and the construction of the Omagine Project.

The Company also signed an MOU with an Omani company ("Newco")
comprised of prominent Omani business people pursuant to which
Newco will invest approximately $48 million into the Project
Company in return for a 30% equity participation (the "Newco
MOU"). Several separate agreements with different Omani entities
including Newco and Bank Muscat are presently in the process of
being finalized to replace the Newco MOU, the result of which is
expected to be substantially the same transaction as previously
reported for the Newco MOU.

As presently contemplated, Bank Muscat, Oman's largest
financial institution, will arrange all of the construction
financing for the Omagine Project ("Construction Financing") and
will provide additional equity capital to the Project Company if
it is required.

In December 2007 JOL delivered to the Government what it
believed to be the final draft of the Development Agreement
("Final Draft"). In late February 2008 the MOT informed
management that it wished to implement a standard form for all
development agreements (a "Standard Agreement").

JOL's attorneys continue to conduct discussions with the MOT
regarding the conversion of Omagine's Final Draft into the
format of the Standard Agreement. This process remains underway.
The Approval Letter will require modification to the overall
master plan for the project to accommodate the Government's
concerns regarding housing density at the Omagine Site but such
modification is not presently expected to have a material
adverse affect on the Project or the Project Company or on the
previously reported projected financial returns that are
expected.

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

As presently contemplated Omagine SAOC will, upon corporate
formation, be owned eighty-eight (88%) percent by JOL and ten

                              (19)
<PAGE>

Percent (10%) by Omagine, Inc., JOL's parent company,
(collectively, the "Company Equity") and two percent (2%) by
CCIC. The Company Equity of 98% is expected to be reduced
subsequent to the signing of the Development Agreement by up to
a maximum of 40% (to no less than 58%) depending upon the
finalization of shareholder agreements between the Project
Company, CCIC, Omani investors and Bank Muscat. The Company
Equity will remain the majority equity stake in the Project
Company and the Government will not own any equity of the
Project Company.

As of the date hereof, the Project Company has arranged
approximately $99 million of equity capital for itself. 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 in the first quarter of 2008 but
presently expects to occur during the second quarter of 2008.

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 in its financial advisory capacity
to optimize the Project Company's capital structure and in its
discussions with other financial institutions and investors to
arrange the Construction Financing.

Management is aware that due to market conditions the value of
the Omagine Site ("Site Value") has increased sharply over the
past 2 years and, provided such Site Value is sustained, this
increased Site Value will have a materially positive effect on
the Project Company's future cash flows as well as its financing
activities. Although the Company does not presently anticipate
any material negative effect from reducing the housing density
allowance in the master plan as required by the Approval Letter,
such increased Site Value will ameliorate any such effects in
the unlikely event that they should occur.

The Project Company's requirements for bank financing of
construction costs is expected to be reduced by its ability to
pre-sell any residence by entering into sales contracts with
third party purchasers and receiving deposits and progress
payments during the construction of such residences.

                              (20)
<PAGE>

The sale of residential and commercial properties, including
sales to non-Omani persons plus the sharp increase in the Site
Value over the last several years are the main drivers
supporting the Project Company's projections of estimated net
positive cash flow in excess of USD $600 million over the five
year period immediately subsequent to the signing of the
Development Agreement. The Development Agreement as presently
agreed allows for sales and pre-sales of any of the residential
properties that will be developed on approximately one hundred
fifty thousand square meters of land within the Omagine Site.
The freehold title to the land within the Project Site
underlying such residences shall be transferred to the buyer at
the closing of such residential sales transaction.

----------------------------------------------------------------
Notwithstanding the foregoing, no assurance can be given at this
time that the Development Agreement will actually be signed.
Although the Government of Oman has approved the commercial
terms for the Omagine Project, until it is signed, no assurance
whatsoever can be given that the Development Agreement actually
will be signed. Management therefore cautions that, as has been
the case with the Company's prior estimates of when the
Development Agreement would be signed, future events rarely
develop exactly as forecast, and the best estimates routinely
require adjustment.
----------------------------------------------------------------

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 beginning of the
development of the Omagine Project - which, as of the date
hereof, is not certain to occur.

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

All "forward looking statements" contained herein are subject
to, known and unknown risks, uncertainties and other factors
which could cause Omagine SAOC's and the Company's actual
results, financial or operating performance, or achievements to

                              (21)
<PAGE>

differ from management's projections for them as expressed or
implied by such forward-looking statements. Projections and
assumptions contained and expressed herein are based on
information available to the Company at the time so furnished
and as of the date of this Report and are, in the opinion of
management, reasonable. All such projections and assumptions are
subject to significant uncertainties and contingencies, many of
which are beyond the Company's control, and no 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.

Management is presently in Oman to finalize the Development
Agreement with the Company's attorneys and the Ministry of
Tourism.

Omagine's website is www.omagine.com.




RESULTS OF OPERATIONS:

THREE MONTHS ENDED MARCH 31, 2008 vs.
THREE MONTHS ENDED MARCH 31, 2007

The Company had no revenue in the first quarter of 2008
compared $191 of revenue in the first quarter of 2007.

Selling, general and administrative expenses were $252,478
during the first quarter of 2008, compared to $85,340 in the
first quarter of 2007. This increase of $167,138 (195.85%) was
primarily attributable to increased salaries of $52,426,
increased accounting and legal fees of $56,620, and increased
travel expenses of $46,526.

The Company experienced an operating loss of $252,478 during
the first quarter of 2008 as compared to its operating loss of
$85,214 during the same period in the previous fiscal year. This
$167,264 (196.29%) increase in the Company's operating loss is
attributable to increases in general and administrative costs.

The Company will need to generate revenue in order to attain

                              (22)
<PAGE>

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 JOL and the Omagine
Project.

No capital expenditures were incurred during the quarterly
period ended March 31, 2008. Depending upon the outcome of
current negotiations and the availability of resources, the
Company may incur significant expenses related to capital
expenditures in the future.




LIQUIDITY AND CAPITAL RESOURCES:

Although the Company experienced net positive cash flow during
its 2007 fiscal year, it has experienced negative cash flows
from operating activities during the past several years. The
Company incurred net losses of $1,043,190,$767,951 and
$5,900,662 in its fiscal years 2007, 2006 and 2005,
respectively. The Company's net loss for the three months ended
March 31, 2008 was $252,417. During the three months ended March
31, 2008, the Company experienced a decrease in cash of
$390,777. At March 31, 2008, the Company had a working capital
deficit of $59,400, compared to working capital of $181,078 at
December 31, 2007. The $240,478 increased deficit in working
capital is attributable to the $390,777 decrease in
cash partially offset by a $118,804 decrease in  accounts
payable. Of the $396,768 of current liabilities at March 31,
2008, $206,942 (52%) represent amounts due to officers and
directors.

The $390,776 of funds used by operating activities in the first
quarter of fiscal 2008 resulted primarily from the net loss of
$252,417 and the $118,804 decrease in accounts payable.


                              (23)

<PAGE>

The Company's inability to secure or arrange additional funding
to implement its business plan, or the failure to successfully
conclude its ongoing negotiations and discussions regarding the
Omagine Project will significantly affect the Company's ability
to continue operations.


ITEM 4:  DISCLOSURE CONTROLS AND PROCEDURES

Prior to the date of the filing of this Form 10-Q, the Company
carried out an evaluation under the supervision and
participation of management 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, the Company's
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 that is 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.

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

The Company adopted and is presently utilizing a web-based
software solution provided by an unaffiliated third party to
automate and streamline its Sarbanes-Oxley compliance program.
The product enables the Company to document and assess the
design of controls, track the testing of their effectiveness and
easily locate and remedy any deficiencies. The Company pays an
annual fee for unlimited access to the web-based Platform (the
"Agreement"). The Agreement automatically renews each February
for subsequent one year periods, unless the Company notifies the
software supplier of its intention not to renew such Agreement.

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

                              (24)
<PAGE>
                    PART II   -   OTHER INFORMATION



ITEM 6.    Exhibits and Reports on Form 8-K

 (a)       Exhibits numbered in accordance with Item 601(a) of
           Regulation 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 April 30, 2008 the Company issued a press release announcing
that a previously reported agreement (the "CCIC Agreement")
had been amended by CCIC and the Company to change the
expiration date to July 31, 2008.

On May 5, 2008 the Company issued a press release announcing
that the Registrant's information is available through Standard
& Poor's Market Access Program.

On May 12, 2008 the Company issued a press release announcing
the Government of Oman's formal approval of the commercial terms
of the Omagine Project.



                     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 on Form 10-Q of
Omagine, Inc. ("the Registrant") for the period ended
March 31, 2008;

                            (25)
<PAGE>

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:

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

                            (26)
<PAGE>

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: May 15, 2008

/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.






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-Q for the period ended March 31, 2008 (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

                            (27)
<PAGE>

        (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

May 15, 2008

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

                   SIGNATURES

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


DATED: May 15, 2008              OMAGINE, INC.
                                  (Registrant)


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




                            (28)