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

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

For the Quarterly Period Ended: June 30, 2008
                                -------------

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

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


       Delaware                             20-2876380
  -----------------                     -------------------
State or other jurisdiction             (IRS Employer
of incorporation or organization)       Identification No.)


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

As of August 11, 2008, the registrant had outstanding 45,510,027
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:
       JUNE 30, 2008 AND DECEMBER 31, 2007

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007
       SIX MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007


       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
       SIX MONTHS ENDED JUNE 30, 2008

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       SIX MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 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 the 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 assumptions are correct or 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>
ITEM 1:      FINANCIAL STATEMENTS


<TABLE>
                OMAGINE, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                ------------------------------


<CAPTION>
                                     June 30,       December 31,
                                        2008              2007
        ASSETS                        ---------       ----------
                                     (Unaudited)         Note 1
<S>                                 <C>             <C>
CURRENT ASSETS:
Cash                                  $  80,101        $ 713,145
Prepaid expenses and other
  current assets                           -              10,173
                                       --------         --------
        Total Current Assets             80,101          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                   (145,447)       (139,988)
                                       --------         --------
                                         19,111           24,570
                                       --------         --------
OTHER ASSETS:
Other assets                             13,749           13,749
                                       --------         --------

Total Assets                          $ 112,961        $ 761,637
                                       --------         --------






LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $ 229,711        $ 298,630
Accrued payroll - officers              180,036          180,036
Due officers                             21,907           26,907
Accrued expenses and other
  current liabilities                       -             36,667


                                       ---------        --------
Total Current Liabilities               431,654          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:
     45,510,027 shares in 2008
     45,542,439 shares in 2007           45,510          45,542
Capital in excess of par value       16,777,241      16,748,237
Retained earnings (deficit)         (17,141,444)    (16,574,382)
                                     ----------       ----------
Total Stockholders' Equity (Deficit)   (318,693)        219,397
                                     ----------        ---------
  Total Liabilities and Stockholders'
    Equity                           $  112,961       $ 761,637
                                      ---------        ---------

<FN>

See accompanying notes to consolidated financial statements.

</FN>
</TABLE>

                             (5)


<PAGE>
<TABLE>
                               OMAGINE, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                           -------------------------------------
                                            (UNAUDITED)                 (UNAUDITED)
<CAPTION>
                                         THREE MONTHS ENDED           SIX MONTHS ENDED
                                              JUNE 30,                     JUNE 30,
                                      ----------------------      ----------------------
                                          2008          2007         2008          2007
                                          ----          ----         ----          ----
<S>                                 <C>           <C>           <C>          <C>
REVENUES:
Net sales                             $      -      $      126    $      -    $     317
                                        --------     ---------    ----------  ---------
                                             -             126           -          317
                                        --------     ---------    ----------  ---------
COSTS AND EXPENSES:
Cost of sales                                -             -                         65
Selling, general and administrative      315,755       251,774       572,535    337,114
                                       ---------     ---------     ----------  ---------
Total costs and expenses                 315,755       251,774       572,535    337,179
                                       ---------     ---------     ----------  ---------
Operating income (loss)                 (315,755)     (251,648)     (572,535)  (336,862)
Interest Income                            1,111           -           5,473         33
Interest Expense                             -         ( 3,807)          -      (13,037)
                                       ---------     ----------    ----------  ----------

NET INCOME (LOSS)                     $ (314,644)   $ (255,455)   $ (567,062) $(349,866)




PREFERRED STOCK DIVIDENDS             $      -      $   64,576    $      -    $  86,251
                                      ----------    -----------   ----------  -----------

NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS                   $ (314,644)   $ (320,031)   $ (567,062) $(436,117)
                                      ----------    ----------    ----------  ----------


NET INCOME (LOSS) PER COMMON SHARE:

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

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


WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING:

BASIC AND DILUTED                     45,506,953    39,699,151    45,515,056 37,746,481
                                      ----------    ----------    ---------- ----------


<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)
                                 ==========   ========  ============   ==========
 Cancellation of Common Stock       (43,560)       (43)          43

 Stock option expense                                        21,471

 Issuance of Common Stock for
    Consulting services              11,148         11        7,490

 Net loss                                                                (567,062)
                                 ----------   --------  ------------   -----------
 Balances At June 30, 2008       45,510,027   $ 45,510  $ 16,777,241  (17,141,444)
                                 ----------   --------  ------------   -----------

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



                                         (7)
<PAGE>
<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                                       Six Months Ended
                                                                           June 30,
                                                                      ------------------
                                                                      2008          2007
                                                                      ----          ----
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                       $ (567,062)   $(349,866)
  Adjustments to reconcile net loss to net
      cash flows from operating activities:
    Depreciation and amortization                                     5,459        8,839
    Stock based compensation related to stock options                21,471        7,814
    Issuance of common stock for consulting services                  7,501          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                                                 -         25,987
    Inventories                                                         -        (20,462)
    Prepaid expenses and other current assets                        10,173           27
    Accounts payable                                                (68,919)      85,932
    Customer Deposits                                                    -       (12,140)
    Accrued expenses and other current liabilities                  (36,667)          -
    Accrued officer payroll                                          (5,000)      30,081
                                                                   --------      --------
  Net cash flows from operating activities                         (633,044)    (233,132)
                                                                   --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net cash flows from investing activities                         (  -  )      (   - )
                                                                      -----        -----
CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                                     -          6,195
  Proceeds from issuance of common stock                                -        255,000
  Proceeds from issuance of convertible debenture                       -             -
  Purchase of common stock                                              -             (3)
                                                                   --------      --------
  Net cash flows from financing activities                              -        261,192
                                                                   --------      --------
NET CHANGE IN CASH AND EQUIVALENTS                                 (633,044)      28,060

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                           713,145       27,961
                                                                   --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                               $  80,101    $  56,021
                                                                   ========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                 $     -       $     -
                                                                   ========      ========
Interest paid                                                     $     -       $     -
                                                                   ========      ========
NON-CASH FINANCING ACTIVITIES:
Preferred stock dividends                                         $     -       $ 86,251
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 its
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 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.

Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its wholly-owned
subsidiaries, Contact Sports, Inc. ("Contact Sports"), Ty-

                            (9)

<PAGE>


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 six
months ended June 30, 2008:


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

       Outstanding at June 30, 2008       1,930,000
                                          ---------

       Exercisable at June 30, 2008       1,410,000
                                          ---------



Stock options outstanding at June 30, 2008 (all non-qualified)
consist of:



                            (10)
<PAGE>

 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       320,000      $ .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     1,410,000
         =========     =========

(A)  The 480,000 unvested options relating to the 2007 grant are
     scheduled to vest 160,000 on April 1, 2009 and 160,000 each
     April 1, thereafter for two succeeding years.
(B)  The 20,000 unvested options relating 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 June 30, 2008 there was $119,846 of total unrecognized
compensation cost relating to unexpired stock options. That
cost is expected to be recognized $21,472 in 2008, $38,601 in
2009, $36,313 in 2010, $18,768 in 2011 and $4,692 in 2012.


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 six months ended June 30, 2008 and 2007 was
$41,810 and $38,728 respectively.


                            (11)
<PAGE>

At June 30, 2008, the minimum future lease payments are as
follows:

2008                                 $  28,400
2009                                    56,800
2010                                    56,800
2011                                    56,800
2012                                    56,800
Thereafter                               9,466
                                     ----------
Total                                $ 265,066
                                     ==========

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.

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 Oman's
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.

                            (12)
<PAGE>


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 waiting 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 June 30, 2008. Both apparel subsidiaries were
merged into Omagine on March 26, 2008.

The Company currently concentrates all of its efforts on the
advancement and expansion of JOL's real estate development
business.

Summarized financial information by business segment for the
three and six month periods ended June 30, 2008 and 2007 is as
follows:

                            (13)



<PAGE>
<TABLE>
                                                     SEGMENT INFORMATION
                                                     -------------------
<CAPTION>
                                         THREE MONTHS ENDED           SIX MONTHS ENDED
                                              JUNE 30,                     JUNE 30,
                                       ----------------------     -----------------------
                                          2008           2007         2008           2007
                                          ----           ----         ----           ----
<S>                                 <C>          <C>            <C>         <C>
Revenue:
 Real Estate Development              $      -      $       -     $      -    $       -
 Apparel                                     -              126          -            317
                                       ---------     ----------    ---------   ----------
Total                                 $      -      $       126   $      -    $       317

=========================================================================================
Operating Expenses:
  Real Estate Development             $   55,804    $   120,948   $  111,640   $  139,185
  Apparel                                     -          20,335        2,258       40,702
  Corporate                              259,951        110,491      458,637      157,292
                                       ---------      ---------    ---------    ---------
Total                                 $  315,755    $   251,774   $  572,535   $  337,179
=========================================================================================
Operating Income (Loss):
  Real Estate Development             $ ( 55,804)   $  (120,948)  $ (111,640)  $(139,185)
  Apparel                               (    -  )       (20,209)     ( 2,258)    (40,450)
  Corporate                             (259,951)      (110,491)    (458,637)   (157,227)
                                       ---------     ----------    ----------   ---------
Total                                 $ (315,755)   $  (251,648)  $ (572,535) $ (336,862)
=========================================================================================


Identifiable Assets:
  Real Estate Development                                         $      343   $    1,412
  Apparel                                                                -         48,307
  Corporate                                                          132,618       67,536
                                                                   ---------    ---------
Total                                                             $  132,961   $  117,255
=========================================================================================
Capital Expenditures:
  Real Estate Development             $      -      $       -     $      -     $      -
  Apparel                                    -              -            -            -
  Corporate                                  -              -            -            -
                                       ---------     ---------     ---------    ---------
Total                                 $      -      $       -     $      -     $      -
=========================================================================================
Depreciation and Amortization:
  Real Estate Development             $      235    $       234   $      469   $      468
  Apparel                                    -              -            -            -
  Corporate                                2,495          1,000        4,990        8,371
                                       ---------     ----------    ----------   ---------
Total                                 $    2,730    $     1,234   $    5,459   $    8,839
=========================================================================================

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

                                         (14)




<PAGE>

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
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 that involve various risks and

                            (15)
<PAGE>
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 which is
  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;

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

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

The present nature of 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 corporation presently under
Formation. Omagine, Inc., Journey of Light, Inc. and

                            (16)
<PAGE>
Consolidated Contractors International Company S.A. ("CCC") are
the "Founder Shareholders" of the Project Company. The Project
Company will develop, own and operate the entire Omagine Project.

The Omagine Project is planned to be developed on one million
square meters (equal to approximately 245 acres) of beachfront
land facing the Gulf of Oman (the "Omagine Site") just west of
the capital city of Muscat and nearby Oman's 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 an
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 and a three or four star hotel; 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, entertainment and hospitality elements are also included
in the Omagine Project which is expected to take about 4 to 5
years after the signing of the Development Agreement to
complete. The Company plans, over time, to also be in the
property management, hospitality and entertainment businesses.

In May 2008 the Company announced that it received an official
letter from the Government of Oman formally approving the terms
by which the Omagine Project will be developed (the "Approval
Letter"). As required by the Approval Letter, the Company
formally notified the Government in writing on May 31, 2008 of
its approval and acceptance of the Approval Letter and furnished
the Government with various confirmations relating to Omani and
other shareholders of the Project Company and elements of the
Omagine Project. The agreement between the Government and the

                            (17)
<PAGE>
Project Company governing the design, development, construction,
management and ownership of the Omagine Project is the
"Development Agreement". Approval of such commercial terms by
the Government and acceptance thereof by the Company was a
required step before the Government and the Founder Shareholders
representing the Project Company sign the Development Agreement.

The Government had prepared a standardized development agreement
("Standard DA") with the intention of using it for all
development projects in Oman. Management and the Government both
recognize that creation of one Standard DA is possible but given
the complexities involved and the considerable differences among
projects, it is a complex undertaking. Three separate Standard
DA versions were produced by the Government during 2007 and
2008.

On July 12, 2008 the Company delivered a completed draft
Development Agreement for the Omagine Project (the "July 2008
Draft Agreement") to the Ministry of Tourism ("MOT").

The July 2008 Draft Agreement is based upon the most recent
Standard DA created by the Government in June 2008 and
incorporates the specific commercial and other terms for the
Omagine Project that were agreed to and approved by the
Government and accepted by the Company in formal written
communications. It also includes the identification of the Omani
investors in the Project Company (the "Omani Shareholders"). The
July 2008 Draft Agreement also corrects what the Company's
attorneys view as lingering defects in the most recent Standard
DA. Review of the July 2008 Draft Agreement is currently
underway by the three required Ministries: The Ministry of
Tourism; the Ministry of Legal Affairs; and the Ministry of
Finance.

The Company believes that there are no outstanding issues exist
and all parties, including the Omani Shareholders, are desirous
of signing the Development Agreement as soon as possible. Given
summer vacation schedules in Oman the Company is hopeful that
the Development Agreement will be signed in August or September
of 2008 but the date of such signing is entirely in the hands of
the Government.

As of the date hereof, the Company has arranged approximately
USD $110 million of equity capital for the Project Company via

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<PAGE>
written agreements for the sale of minority equity interests of
the Project Company to four entities for $109.3 million and the
sale to the Company of a 50.5% majority stake in the Project
Company for $650,000.

The Company has signed a contract with CCC regarding (i) its $49
million investment in the Project Company, and (ii) the
appointment of CCC's Omani based subsidiary company as the
general contractor for the construction of the Omagine Project.

The Founder Shareholders have signed a memorandum of
understanding ("MOU") with each of (i) Newco, an Omani company
formed by leading Omani businessmen, (ii) a prominent Omani
person ("MNK") and (iii) the office of Royal Court Affairs
("RCA") which represents the personal interests of His Majesty
Sultan Qaboos bin Said, the ruler of the Sultanate of Oman.
Newco, MNK and RCA are the Omani Shareholders. The contract with
CCCC and the MOUs with the Omani Shareholders (collectively, the
"Investor Agreements") have in the past been renewed from time
to time as the signing of the Development Agreement was delayed
and all except one of the Investor Agreements expired on July
31, 2008. Notwithstanding the foregoing, management has complete
confidence that all such Investor Agreements can be renewed if
necessary or convenient and that all parties to such Investor
Agreements are both willing and anxious to comply fully with
their respective terms and conditions. As previously disclosed,
it has been management's experience that there is no shortage of
willing investors for the Omagine Project.

As presently contemplated, upon corporate formation of Omagine
SAOC the Company will own 50.5% of the Project Company, CCC
will own 12% and the remaining 37.5% of the Project Company
will be owned by the Omani Shareholders. The Government will not
own any part of the Project Company.

Subsequent to (or simultaneously with) the formation of the
Project Company, the Founder Shareholders and the Omani
Shareholders will enter into a written shareholders' agreement
("Shareholders' Agreement") which will, among other things,
memorialize the approximately USD $109.3 million combined
investment into the Project Company by CCC, Newco, MNK and RCA.

The date the Shareholders' Agreement is signed is the
"Subscription Date". The date the legally binding documents

                            (19)
<PAGE>
providing the construction financing for the Omagine Project are
executed by the Project Company and the banks is the "Financial
Closing Date" and the Financial Closing Date is expected to be
approximately six months after the Subscription Date.

Pursuant to the Investor Agreements, the Shareholders'
Agreement will provide that the investments by the Omani
Shareholders into the Project Company will be paid to the
Project Company in monthly installments during the period
beginning on the Subscription Date and ending on the Financial
Closing Date. The Investor Agreement with CCC provides that its
investment into the Project Company will be paid to the Project
Company on the Financial Closing Date.

The financial results of the Project Company will be
consolidated with the financial results of the Company in such
manner as to reflect the Company's presently planned 50.5%
majority percentage ownership of the Project Company. It is
expected therefore that beginning on the Subscription Date the
Company will - on a consolidated basis - experience a monthly
increase in net worth culminating in an aggregate increase in
net worth of approximately USD $55 million on the Financial
Closing Date as a result of the approximately USD $110 million
capitalization of the Project Company. The Project Company's
capital as well as its bank borrowings will be utilized by it to
develop the Omagine Project and its ongoing financial results
will continue to be consolidated with the Company's results.

As presently contemplated, Bank Muscat, Oman's largest financial
institution, will arrange all of the necessary construction and
other financing for the Omagine Project ("Construction
Financing").  The Company has an MOU with Bank Muscat regarding
project financing and financial advisory services.

As presently contemplated by the terms of the Investor
Agreements with the Omani Shareholders, the Project Company will
have the financial capacity to begin development of the Omagine
Project almost immediately after the signing of the Development
Agreement. In order to move into the actual development stage of
the Omagine Project, the Founder Shareholders and the Government
must sign the Development Agreement. The Company and the Omani
Shareholders are closely following the review process of the
July 2008 Draft Agreement by the Government.


                            (20)
<PAGE>

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.

Subsequent to the signing of the Development Agreement, the
Omagine Site's value will be definitively determined by a
qualified independent real-estate appraiser and such appraisal
will be utilized by Bank Muscat in its discussions with other
financial institutions to optimize the Project Company's capital
structure and 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 two 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.

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.

The sale of residential and commercial properties, including
sales to non-Omani persons combined with the sharp increase in
the Site Value over the last several years is the main driver
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
contemplated and 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
transactions.

Notwithstanding the foregoing, no assurance can be given at this
time that the Development Agreement actually will be signed.

                            (21)
<PAGE>

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 future events
rarely develop exactly as forecast, and the best estimates
routinely require adjustment. Prior estimates by the Company of
when the Development Agreement would be signed have been
amended, as required, to reflect management's best estimate of
the Government's bureaucratic process. As of the date hereof
management estimates that following the return from summer
vacations and the holy month of Ramadan (September) that the
Development Agreement will be signed in September or October of
2008.

The Company filed trademark applications with the United States
Patent and Trademark Office ("USPTO") in March 2008 for the mark
OMAGINE and related marks ("Marks"). This USPTO filing created
"Priority Applications" for filing such Marks with the Sultanate
of Oman and many other foreign countries. The Company has filed
trademark applications in Oman and Kuwait within the applicable
time period required.

The trademark office in Oman examined the applications for the
OMAGINE Marks and did not cite any third-party applications or
registrations that would bar registration of the Marks. The
local trademark office has now issued Notices of Acceptance to
the applications and have published the Marks, which commenced
the opposition period. The purpose of the publication and
opposition period is to provide third-parties with an
opportunity to review the applications and object to the
registration of a mark should they perceive a conflict. Assuming
that there are no objections to the applications during this
period (the opposition period in Oman is two months from the
date of publication), the applications should be approved for
registration in due course.

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 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

                            (22)
<PAGE>

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
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 assurances can be
given that the projections will be realized. Potential investors
are cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof.

Omagine's website is www.omagine.com.

RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30, 2008 vs.
THREE MONTHS ENDED JUNE 30, 2007

Revenue in the second quarter of 2008 was $0, a decrease of
$126 as compared to the same period in the previous year. This
decrease was due to the absence of apparel net sales in the
second quarter compared to apparel net sales of $126 for the
second quarter of 2007.

Selling, General and Administrative expenses were $315,755
during the second quarter of 2008, compared to $251,774 in the
second quarter of 2007. This increase of $63,981 (25%) was
primarily attributable to increases in salaries ($41,250),
stockholder relations ($15,000), travel expense ($15,000) and
legal fees ($20,927) partially offset by decreases in
Professional Fees ($8,728), Consulting Fees($11,567) and Rent
($9,781).


                            (23)

<PAGE>
The Company experienced an operating loss of $315,755 during
the second quarter of 2008 as compared to an operating loss of
$251,648 during the same period in 2007. This $64,107 increase
in the Company's operating loss was attributable to the
increased Selling, General and Administrative expenses mentioned
above.

The Company will need to generate revenue in order to attain
profitability. The present nature of the Company's business is
such that it is not expected to generate revenue until after the
development of the Omagine Project is significantly underway, an
event which, as of the date hereof, is not certain to occur.

No capital expenditures were incurred during the quarterly
period ended June 30, 2008. Depending upon the outcome of
current circumstances and the availability of resources, the
Company may incur significant expenses related to capital
expenditures in the future.

SIX MONTHS ENDED JUNE 30, 2008 vs.
SIX MONTHS ENDED JUNE 30, 2007

Revenue in the first six months of 2008 was $0, a decrease
of $317 as compared to the same period in the previous year.
This decrease was attributable to the absence of apparel net
sales in 2008 against apparel net sales of $317 for 2007.

Selling, General and Administrative expenses were $572,535
during the first six months of 2008, compared to $337,114 in the
first six months of 2007. This increase of $235,421 (70%) was
primarily attributable to the increases in the first half of
2008 of: travel expenses of $59,404; salaries, payroll taxes
and fringe benefits of $100,796; stockholder relations of
$15,000 and legal fees of $67,548 associated with the
finalization of the Development Agreement and the filing of
trademark applications

The Company sustained a loss from operations of $572,535 during
the first six months of 2008 as compared to a loss from
operations of $336,862 during the first six months of 2007. This
$235,673 increase in the Company's loss from operations was
primarily attributable to the increased Selling, General and
administrative expenses mentioned above.


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<PAGE>

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 ($820,743 before a non-cash charge of $5,079,919 for
goodwill expense) in its fiscal years 2007, 2006 and 2005,
respectively. The Company's net loss for the six months ended
June 30, 2008 was $567,062. During the six months ended June 30,
2008, the Company experienced a decrease in cash of $633,044. At
June 30, 2008 the Company had a working capital deficit of
$351,553, compared to working capital of $181,078 at December
31, 2007. The $532,631 reduction in working capital is
attributable to a $633,044 decrease in cash offset by a $10,173
decrease in other current assets, and a $110,586 decrease in
current liabilities. Of the $431,654 of current liabilities at
June 30, 2008, $201,943 (47%) represents amounts due to
officers.

The $633,044 of funds used for operating activities in the first
half of fiscal 2008 resulted primarily from the net loss of
$567,062 and the $68,919 decrease in accounts payable.

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


ITEM 4:  CONTROLS AND PROCEDURES

Prior to the date of the filing of this 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 the 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

                             (25)
<PAGE>

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
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.

                  PART II   -   OTHER INFORMATION

ITEM 6.    Exhibits

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


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


31             Sarbannes-Oxley 302(A) certification      29

32             Sarbannes-Oxley 1350 certification        30


 (b)            Reports on Form 8-K


On May 31, 2008 the Registrant filed a report on Form 8-K
disclosing its delivery to the Ministry of Tourism of (i) its
written acceptance of the terms which will govern the
development of the Omagine Project in Oman, and (ii) its
confirmation of the identity of the Omani shareholders in the

                            (26)
<PAGE>

Omani company being formed to execute the Omagine Project.

On July 12, 2008 the Registrant filed a report on Form 8-K
disclosing its delivery of a draft Development Agreement to
the Ministry Of Tourism.

On July 21, 2008 the Registrant filed a report on Form 8-K
clarifying its present plans and updating shareholders regarding
the status of its proposed Omagine Project in Oman.



































                            (27)
<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 on Form 10-Q of
Omagine, Inc. ("the Registrant") for the period ended June 30,
2008;

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:

                            (28)
<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: August 14, 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.















                            (29)
<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-Q for the period ended June 30, 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

        (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


August 14, 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.










                            (30)
<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: August 14, 2008             OMAGINE, INC.
                                   (Registrant)


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











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