UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment
No. 1


TO


Form
10-QSB


ON


Form
10-Q/A




x
            Quarterly
      report pursuant Section 13 or 15(d) of the Securities Exchange Act of
      1934


For the
quarterly period ended March 31, 2006




 ̈
            Transition
      report pursuant Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
the transition period from _______ to _______.




Commission
file number 000-30995




SEARCHLIGHT
MINERALS CORP.


(Exact
name of registrant as specified in its charter)




Nevada
                    (State
      or other jurisdiction of incorporation or
                    organization)
                  98-0232244
                    (I.R.S.
      Employer Identification No.)#120 - 2441 West Horizon Ridge Pkwy.
                    Henderson, Nevada
                    (Address of principal executive
      offices)
                  89052
                    (Zip
code)





(702)
939-5247


(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.




Yes     x        No      ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
              Accelerated
      filer xNon-accelerated
      filer  ̈
              Smaller
      reporting company  ̈(Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).




Yes      ̈   No     x




As of
July 6, 2009, the registrant had 106,468,637 outstanding shares of common
stock.














Explanatory
Note




On
November 8, 2007, the management of Searchlight Minerals Corp. (“Searchlight”,
the “Company”, or as used in the context of “we”, “us” or “our”) concluded that
our audited financial statements for the years ended December 31, 2006 and 2005,
and our unaudited interim financial statements for the periods ended March 31,
2005 through June 30, 2007 needed to be restated and should not be relied
upon.




On May
5, 2008, our management concluded that our audited financial statements for the
year ended December 31, 2007, and our unaudited interim financial statements for
the period ended September 30, 2007 needed to be restated and should not be
relied upon.




This
Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-QSB for
the three months ended March 31, 2006 (the “2006 First Quarter 10-QSB”) is being
filed with the Securities and Exchange Commission (the “SEC”) to restate our
financial statements as of March 31, 2006 and for the three months ended March
31, 2006 and 2005, and the period from January 14, 2000 (date of inception)
through March 31, 2006.  In addition, we are concurrently filing
Reports on Form 10-K/A to amend and restate our financial statements for the
annual periods in fiscal years 2005 through 2006 and our consolidated financial
statements for the annual periods in fiscal year 2007 and Reports on Form 10-Q/A
to amend and restate our financial statements for the quarterly periods ended
March 31, 2005 through September 30, 2005, March 31, 2006 through September 30,
2006, and our consolidated financial statements for the quarterly periods ended
March 31, 2007 through September 30, 2007.




We
have restated certain items on our balance sheets and statements of
operations.  On our balance sheets: (i) mineral properties have been
restated to include the market value of certain shares issued by us under the
terms of our option agreements for the mineral claims making up the Searchlight
Gold Project; and (ii) the Clarkdale Slag Project has been restated to include
revision of acquisition costs related to issuance of warrants, consideration of
certain terms with respect to future payments that should have been recorded as
contingent consideration and related deferred future income tax liability in
connection with our acquisition of Transylvania International,
Inc.  (“Transylvania”).  Our statements of operations have
been restated to reclassify net losses prior to January 1, 2005 as losses from
discontinued operations.  Our statement of operations for the year
ended December 31, 2006 has been restated to reclassify foreign currency
translation adjustments to general and administrative
expense.  Related to this issue, our balance sheet for the period
ended December 31, 2006 has been restated to reclassify accumulated other
comprehensive loss as accumulated deficit during the exploration
stage.




Searchlight
Claims - We initially valued the total transaction based on actual costs
incurred by the former owner of $87,134, plus $40,000, represented by $2,000 per
claim, for a total acquisition price of $127,134.  The Searchlight
Gold Project mineral properties have been restated in the financial statements
to reflect payments made by issuance of 1,400,000 shares at $0.35 on July 7,
2005, 1,400,000 shares at $2.20 on July 27, 2006 and 1,400,000 shares at $3.22
on June 29, 2007 at the market values on the dates of issuance.  The
impact of this restatement had the following impact on our balance sheets for
the periods ended September 30, 2005 through December 31, 2006 and our
consolidated balance sheets for the periods ended March 31, 2007 through
December 31, 2007:




·
            increasing
      the mineral property by $450,000 for the shares issued and by $242,308 for
      the deferred future income tax liability assumed for a total increase of
      $692,308 for the periods ended September 30, 2005, December 31, 2005,
      March 31, 2006 and June 30,
2006.




·
            cumulative
      increase to the mineral asset by $3,530,000 for the shares issued and by
      $1,774,156 for the deferred future income tax liability assumed for a
      total increase of $5,304,156 for the periods ended September 30, 2006,
      December 31, 2006 and March 31,
2007.




·
            cumulative
      increase to the mineral asset by $8,038,000 for the shares issued and by
      $4,537,124 for the deferred future income tax liability assumed for a
      total increase of $12,575,124 for the period ended June 30,
      2007.




1




·
            increasing
      the mineral asset by $450,000 for the shares issued on July 7, 2005 and by
      $242,308 for the related deferred tax liability assumed and by $385,846
      for the recomputation of deferred tax liability as a result of the
      Clarkdale Slag Project restatement for a total increase of $1,078,154 for
      the period ended September 30,
2007.




·
            increasing
      the mineral asset by $1,182,594 for the recomputation of the deferred tax
      liability as a result of the Clarkdale Slag Project restatement for the
      period ended December 31, 2007.




Joint
Venture Agreement - During the second quarter of 2008, we also determined that
the accounting treatment for the 12,000,000 warrants issued to Nanominerals
Corp. (“Nanominerals”) and its designates in connection with the assignment of
the option for the Clarkdale Slag Project approved on June 1, 2005 was not
appropriate.  We have assigned a value to the warrants of $1,310,204
by using the sales price of shares of common stock issued in connection with a
private placement conducted at the time the warrants were issued.  The
adjustment also included the deferred future income tax liability assumed of
$608,277 for a total increase in purchase consideration of
$1,918,481.  Nanominerals is one of our principal stockholders, and is
an affiliate of two members of our executive management and board of directors,
Ian R. McNeil and Carl S. Ager.




The
value of the warrants, as restated, was computed using the binomial lattice
method based on the following assumptions:




Dividend
      yield
                  
                  
                  —Expected
      volatility
                  
                  
                  79
                  %Risk-free
      interest rate
                  
                  
                  3.91
                  %Expected
      life (years)
                  
                  
                  9.6




This
restatement had the effect of increasing the joint venture and merger option
agreements by $1,918,481 on our balance sheets for the periods ended September
30, 2005, December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006
and December 31, 2006.




Clarkdale
Slag Project – On February 15, 2007, we entered into an agreement and plan of
merger with Transylvania. Pursuant to the agreement Transylvania merged with and
into our wholly owned subsidiary, Clarkdale Minerals LLC. This agreement
superseded the original Clarkdale Slag Project option assignment. During the
second quarter of 2008, we identified certain errors in our previously issued
financial statements related to our purchase accounting treatment of the
acquisition of Transylvania, and the resultant computation of future deferred
income tax liability assumed.  We have restated certain items on our
consolidated balance sheets and statements of operations as
follows:




·
            amounts
      recorded for the Clarkdale Slag Project on our consolidated balance sheets
      have been restated to reflect changes to the purchase accounting of the
      acquisition of Transylvania based on the acquisition agreement and the
      recomputation of the value of the 12,000,000 warrants issued to
      Nanominerals Corp., and its designates in connection with the assignment
      of the option for the Clarkdale Slag Project.  The amount
      recorded for the Clarkdale Slag Project was also affected by the
      recomputation of the deferred future federal and state income tax
      liability in connection with our acquisition of the Clarkdale Slag
      Project.




·
            amounts
      recorded for the Searchlight Gold Project on our consolidated balance
      sheets have been restated to include the impact of the recomputation of
      the deferred future income tax liability and state income tax
      liability.  This recomputation was required because changes made
      to the acquisition accounting of the Clarkdale Slag Project affected the
      computation of the deferred future income tax liability related to the
      mineral claims making up the Searchlight Gold
  Project.




·
            our
      consolidated statement of operations for each of the periods ended March
      31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007 has been
      restated to reflect the recomputation of the tax benefits related to net
      operating losses as a result of changes to the purchase accounting for the
      Clarkdale Slag Project.  There was no other impact on the
      results of operations.




2




·
            our
      consolidated statement of operations for the three months ended March 31,
      2007 has been restated to reclassify related party mineral exploration and
      evaluation expense not stated separately in previous
      reports.  There was no change to the underlying expense or
      results of operations as previously
  reported.




During
the second quarter of 2008, we determined that the acquisition accounting method
used in prior periods to record the purchase accounting for the Clarkdale Slag
Project was not appropriate for the 2007 acquisition of
Transylvania.  The adjustments included revision of the acquisition
accounting related to payment terms and conditions contained in the acquisition
agreement.  The overall recorded acquisition purchase consideration
was reduced by $7,546,217 with a corresponding reduction in recorded liabilities
of $7,546,217.  The recorded liabilities were adjusted, as
follows:




·
            the
      recorded current portion (relating to the $30,000 monthly obligation due
      to VRIC) decreased on the balance sheet by
  $227,174.




·
            the
      recorded long-term portion (relating to the $30,000 monthly obligation due
      to VRIC) decreased on the balance sheet by
  $919,043.




·
            the
      payment due to VRIC (with respect to the date that a feasibility study
      relating to the Clarkdale Slag Project establishes that the project is
      economically viable and “bankable,” or the “Project Funding Date”)
      decreased on the balance sheet by
  $6,400,000.




We
have accounted for the payments based on the Project Funding Date and the
payments based on future cash flow as contingent consideration.  If
the contingency requirements are met, the purchase price of the Clarkdale Slag
Project will be adjusted accordingly at that time.




The
restatement had the following impact on our balance sheets for the periods ended
March 31, 2007 through December 31, 2007:




·
            increasing
      the acquisition cost of the Slag Project by $1,918,481 for the warrants
      issued in connection with the option assignment and by $14,925,422 for the
      deferred tax liability assumed and decreasing the acquisition cost by
      $7,546,217 for the contingent payment terms for a total increase of
      $9,297,686 for the periods ended March 31, 2007 and June 30,
      2007.




·
            increasing
      the acquisition cost of the Slag Project by $1,918,481 for the warrants
      issued in connection with the option assignment and by $10,801,018 for the
      deferred tax liability assumed and decreasing the acquisition cost by
      $7,546,217 for the contingent payment terms for a total increase of
      $5,173,282 for the period ended September 30,
  2007.




·
            increasing
      the acquisition cost of the Slag Project by $1,918,481 for the warrants
      issued in connection with the option assignment and decreasing the
      acquisition cost by $4,121,755 for the deferred tax liability assumed and
      by $7,546,217 for the contingent payment terms for a total decrease of
      $9,749,491 for the period ended December 31,
  2007.




The
original terms of the underlying purchase agreement were unchanged and this
adjustment had no effect on the acquisition agreement.




Discontinued
Operations - The statements of operations from the date of inception through the
periods ended March 31, 2005, June 30, 2005, September 30, 2005, December 31,
2005, March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006
and the consolidated statements of operations from the date of inception through
the periods ended March 31, 2007, June 30, 2007, September 30, 2007, December
31, 2007 have been restated to reclassify net losses prior to January 1, 2005 as
discontinued operations.  On February 10, 2005, we announced that we
were changing our business from biotechnology to becoming a mineral exploration
company, dedicated to the discovery and exploration of gold and other precious
metal deposits.  Activity between January 1 and February 10, 2005
consisted of minor general and administrative expenses and as a result was not
included in loss from discontinued operations.




3




Foreign
Currency Translation Reclassification - The statement of operations for the year
ended December 31, 2006, has been restated to reclassify foreign currency
translation adjustment as general and administrative expense.  Foreign
currency translation adjustment was related to translation of accounts payable
assumed as part of our change of business in 2005.  This restatement
had the impact of increasing net loss and eliminating other comprehensive loss
for the year ended December 31, 2006 by $11,769.  Related to the same
issue, the balance sheet at December 31, 2006 has been restated to reclassify
accumulated other comprehensive loss as accumulated deficit during exploration
stage.  These restatements had the impact of eliminating accumulated
other comprehensive loss and increasing accumulated deficit during exploration
stage at December 31, 2006 by $121,606.




The
restatements had no impact on our cash or cash flows.




A
description of the restatements made to our financial statements is provided at
Note 9 to the  financial statements included with this
report.




This
Form 10-Q/A sets forth the 2006 First Quarter Form 10-QSB in its
entirety.  This Form 10-Q/A includes items that have been changed as a
result of the restatement and the items that are unchanged from the 2006 First
Quarter Form 10-QSB.




Other
than the amending of the disclosures relating to the restatement and responding
to the staff’s comments, no other modifications or updates have been made to the
2006 First Quarter 10-QSB.  Information not affected by items
described above remains unchanged and reflects the disclosures made at the time
of, and as of the dates described in, the 2006 First Quarter
10-QSB.  This Form 10-Q/A does not describe events occurring after the
2006 First Quarter 10-QSB (including with respect to exhibits), or modify or
update disclosures (including forward-looking statements) which may have been
affected by events or changes in facts occurring after the date of the 2006
First Quarter 10-QSB.  Accordingly, this Form 10-Q/A should be read in
its historical context and in conjunction with our filings made with the SEC
subsequent to the filing of the 2006 First Quarter 10-QSB, as information in
such filings may update or supersede certain information contained in this Form
10-Q/A.




Item 6
of Part II of this Form 10-Q/A has been amended to contain the currently-dated
certifications from our principal executive officer and principal financial
officer, as required by Section 302 and 906 of the Sarbanes-Oxley Act of
2002.


4




PART
I - FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS.




SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 BALANCE
SHEETS
 (UNAUDITED)
(RESTATED)
 
 March
      31, 2006
              
              
              December
      31, 2005(restated)ASSETSCurrent
      assetsCash
              
              $
              1,526,693
              
              
              $
              705,856Prepaid
      expense
              
              
              1,998
              
              
              
              —Total
      current assets
              
              
              1,528,691
              
              
              
              705,856Property
      and equipment, net
              
              
              14,343
              
              
              
              15,136Mineral
      properties
              
              
              819,442
              
              
              
              819,442Joint
      venture agreement
              
              
              2,608,481
              
              
              
              2,608,481Reclamation
      bond
              
              
              180,500
              
              
              
              180,500Total
      non-current assets
              
              
              3,622,766
              
              
              
              3,623,559Total
      assets
              
              $
              5,151,457
              
              
              $
              4,329,415LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
              
              $
              848,111
              
              
              $
              783,246Loan
      payable - related party
              
              
              382,792
              
              
              
              379,877Loan
      payable
              
              
              —
              
              
              
              15,000Total
      current liabilities
              
              
              1,230,903
              
              
              
              1,178,123Long-term
      liabilitiesDeferred
      tax liability
              
              
              170,326
              
              
              
              450,940Total
      long-term liabilities
              
              
              170,326
              
              
              
              450,940Total
      liabilities
              
              
              1,401,229
              
              
              
              1,629,063Stockholders'
      equityCommon
      stock, $0.001 par value; 400,000,000 sharesauthorized,
      57,275,000 and 52,150,000 shares,respectively,
      issued and outstanding
              
              
              57,275
              
              
              
              52,150Additional
      paid-in capital
              
              
              9,505,627
              
              
              
              7,843,502Common
      stock subscribed
              
              
              —
              
              
              
              270,000Accumulated
      deficit during exploration stage
              
              
              (5,812,674
              )
              
              
              (5,465,300
              )Total
      stockholders' equity
              
              
              3,750,228
              
              
              
              2,700,352Total
      liabilities and stockholders' equity
              
              $
              5,151,457
              
              
              $
              4,329,415
 See
Accompanying Notes to Financial Statements
  5
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
(RESTATED)
  For
      the period fromJanuary
      14, 2000(Date
      of Inception)For
      the three months ended
                
                
                ThroughMarch
      31, 2006
                
                
                March
      31, 2005
                
                
                March
      31, 2006(restated)
                
                
                
                
                
                (restated)Revenue
                
                $
                —
                
                
                $
                —
                
                
                $
                —Operating
      expensesMineral
      exploration and evaluation expenses
                
                
                278,744
                
                
                
                —
                
                
                
                1,165,767Mineral
      exploration and evaluationexpenses
      - related party
                
                
                123,750
                
                
                
                —
                
                
                
                123,750General
      and administrative
                
                
                224,701
                
                
                
                161,480
                
                
                
                1,058,505Depreciation
                
                
                793
                
                
                
                —
                
                
                
                1,743Total
      operating expenses
                
                
                627,988
                
                
                
                161,480
                
                
                
                2,349,765Loss
      before income taxes
                
                
                (627,988
                )
                
                
                (161,480
                )
                
                
                (2,349,765
                )Income
      tax benefit
                
                
                280,614
                
                
                
                —
                
                
                
                680,259Loss
      from continuing operations
                
                
                (347,374
                )
                
                
                (161,480
                )
                
                
                (1,669,506
                )Discontinued
      operations:Gain
      (loss) from discontinued operations
                
                
                —
                
                
                
                24,148
                
                
                
                (4,143,168
                )Net
      Loss
                
                $
                (347,374
                )
                
                $
                (137,332
                )
                
                $
                (5,812,674
                )Loss
      per common share - basic and diluted:Net
      loss
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted
      average common shares outstanding -Basic
      and diluted
                
                
                55,950,556
                
                
                
                35,094,444
   6
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 STATEMENT
OF STOCKHOLDERS' EQUITY
 (UNAUDITED)
(RESTATED)
  AccumulatedCommon
                
                
                Deficit
      During
                
                
                TotalCommon
      Stock
                
                
                Additional
                
                
                Stock
                
                
                Exploration
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Paid-in
      Capital
                
                
                Subscribed
                
                
                Stage
                
                
                EquityBalance,
      January 14, 2000
                
                
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —Issuance
      of common stock(recapitalized)
                
                
                50,000,000
                
                
                
                50,000
                
                
                
                (25,000
                )
                
                
                —
                
                
                
                (24,999
                )
                
                
                1Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (231,969
                )
                
                
                (231,969
                )Balance,
      December 31, 2000
                
                
                50,000,000
                
                
                
                50,000
                
                
                
                (25,000
                )
                
                
                —
                
                
                
                (256,968
                )
                
                
                (231,968
                )Issuance
      of common stock inreverse
      merger
                
                
                10,300,000
                
                
                
                10,300
                
                
                
                (5,150
                )
                
                
                —
                
                
                
                (5,150
                )
                
                
                —Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (767,798
                )
                
                
                (767,798
                )Balance,
      December 31, 2001
                
                
                60,300,000
                
                
                
                60,300
                
                
                
                (30,150
                )
                
                
                —
                
                
                
                (1,029,916
                )
                
                
                (999,766
                )Capital
      contribution
                
                
                —
                
                
                
                —
                
                
                
                1,037,126
                
                
                
                —
                
                
                
                —
                
                
                
                1,037,126Beneficial
      conversion featureassociated
      with debt
                
                
                —
                
                
                
                —
                
                
                
                300,000
                
                
                
                —
                
                
                
                —
                
                
                
                300,000Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (1,249,644
                )
                
                
                (1,249,644
                )Balance,
      December 31, 2002
                
                
                60,300,000
                
                
                
                60,300
                
                
                
                1,306,976
                
                
                
                —
                
                
                
                (2,279,560
                )
                
                
                (912,284
                )Debt
      exchanged for common stock
                
                
                48,000,000
                
                
                
                48,000
                
                
                
                1,152,000
                
                
                
                —
                
                
                
                —
                
                
                
                1,200,000Deferred
      compensation
                
                
                —
                
                
                
                —
                
                
                
                12,583
                
                
                
                —
                
                
                
                —
                
                
                
                —Amortization
      of deferredcompensation
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                10,387Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (1,283,872
                )
                
                
                (1,283,872
                )Balance,
      December 31, 2003
                
                
                108,300,000
                
                
                
                108,300
                
                
                
                2,471,559
                
                
                
                —
                
                
                
                (3,563,432
                )
                
                
                (985,769
                )Amortization
      of deferredcompensation
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,196Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (700,444
                )
                
                
                (700,444
                )Balance,
      December 31, 2004
                
                
                108,300,000
                
                
                
                108,300
                
                
                
                2,471,559
                
                
                
                —
                
                
                
                (4,263,876
                )
                
                
                (1,684,017
                )Issuance
      of stock options for1,000,000
      shares of common stockto
      two officers
                
                
                —
                
                
                
                —
                
                
                
                133,062
                
                
                
                —
                
                
                
                —
                
                
                
                133,062Issuance
      of stock options for500,000
      shares of common stockin
      satisfaction of debt
                
                
                —
                
                
                
                —
                
                
                
                300,000
                
                
                
                —
                
                
                
                —
                
                
                
                300,000Return
      and cancellation of70,000,000
      shares of commonstock
                
                
                (70,000,000
                )
                
                
                (70,000
                )
                
                
                70,000
                
                
                
                —
                
                
                
                —
                
                
                
                —Issuance
      of 12,000,000 warrantsin
      consideration of joint ventureoption
                
                
                —
                
                
                
                —
                
                
                
                1,310,204
                
                
                
                —
                
                
                
                —
                
                
                
                1,310,204Issuance
      of common stockfor
      mining claims
                
                
                1,400,000
                
                
                
                1,400
                
                
                
                488,600
                
                
                
                —
                
                
                
                —
                
                
                
                490,000Issuance
      of common stockin
      satisfaction of debt, $0.625 per share
                
                
                200,000
                
                
                
                200
                
                
                
                124,800
                
                
                
                —
                
                
                
                —
                
                
                
                125,000Issuance
      of common stock for cash,Reg.
      S - Private Placement,$0.25
      per share, net of$205,250
      commissions
                
                
                6,390,000
                
                
                
                6,390
                
                
                
                1,369,070
                
                
                
                —
                
                
                
                —
                
                
                
                1,375,460Issuance
      of common stock for cash,Reg.
      S - Private Placement,$0.25
      per share, net of$135,000
      commission
                
                
                5,400,000
                
                
                
                5,400
                
                
                
                1,194,947
                
                
                
                —
                
                
                
                —
                
                
                
                1,200,347Issuance
      of common stock for cash,Reg.
      D 506 - Private Placement,$0.25
      per share
                
                
                460,000
                
                
                
                460
                
                
                
                114,540
                
                
                
                —
                
                
                
                —
                
                
                
                115,000Issuance
      of stock options for1,500,000
      shares of common stockto
      three officers
                
                
                —
                
                
                
                —
                
                
                
                266,720
                
                
                
                —
                
                
                
                —
                
                
                
                266,720Common
      stock subscribed
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                270,000
                
                
                
                —
                
                
                
                270,000Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (1,201,424
                )
                
                
                (1,201,424
                )Balance,
      December 31, 2005
                
                
                52,150,000
                
                
                
                52,150
                
                
                
                7,843,502
                
                
                
                270,000
                
                
                
                (5,465,300
                )
                
                
                2,700,352Issuance
      of common stock for cash,Reg.
      D - Private Placement,$0.45
      per share, net of$87,750
      commission
                
                
                3,900,000
                
                
                
                3,900
                
                
                
                1,663,350
                
                
                
                (270,000
                )
                
                
                —
                
                
                
                1,397,250Issuance
      of common stockrelated
      to exercise of warrants
                
                
                1,225,000
                
                
                
                1,225
                
                
                
                (1,225
                )
                
                
                —
                
                
                
                —
                
                
                
                —Net
      loss (restated)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (347,374
                )
                
                
                (347,374
                )Balance,
      March 31, 2006 (restated)
                
                
                57,275,000
                
                
                $
                57,275
                
                
                $
                9,505,627
                
                
                $
                —
                
                
                $
                (5,812,674
                )
                
                $
                3,750,228
   7
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
(RESTATED)
  Period
      fromJanuary
      14, 2000(Date
      of inception)For
      the three months ended
                
                
                throughMarch
      31, 2006
                
                
                March
      31, 2005
                
                
                March
      31, 2006(restated)
                
                
                
                
                
                (restated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (347,374
                )
                
                $
                (137,332
                )
                
                $
                (5,812,674
                )Deduct:
      Gain (loss) from discontinued operations
                
                
                —
                
                
                
                24,148
                
                
                
                (4,143,168
                )Loss
      from continuing operations
                
                
                (347,374
                )
                
                
                (161,480
                )
                
                
                (1,669,506
                )Adjustments
      to reconcile loss from continuing operationsto
      net cash used in operating activities:Depreciation
                
                
                793
                
                
                
                —
                
                
                
                1,743Stock
      based expenses
                
                
                
                
                
                
                133,062
                
                
                
                399,782Loss
      on disposition of fixed assets
                
                
                —
                
                
                
                1,349
                
                
                
                1,349Changes
      in operating assets and liabilities:
                
                
                
                
                
                
                
                
                
                
                —Other
      current assets
                
                
                (1,998
                )
                
                
                —
                
                
                
                (1,998
                )Other
      assets
                
                
                —
                
                
                
                —
                
                
                
                (180,500
                )Accounts
      payable and accrued liabilities
                
                
                67,780
                
                
                
                —
                
                
                
                90,949Deferred
      income taxes
                
                
                (280,614
                )
                
                
                —
                
                
                
                (680,259
                )Net
      cash used in operating activities
                
                
                (561,413
                )
                
                
                (27,069
                )
                
                
                (2,038,440
                )Net
      cash used in operating activities from discontinued
      operations
                
                
                —
                
                
                
                —
                
                
                
                (2,931,324
                )CASH
      FLOW FROM INVESTING ACTIVITIESCash
      paid on mineral property claims
                
                
                —
                
                
                
                (19,572
                )
                
                
                (87,134
                )Cash
      paid for joint venture agreement
                
                
                —
                
                
                
                —
                
                
                
                (690,000
                )Purchase
      of fixed assets
                
                
                —
                
                
                
                —
                
                
                
                (16,085
                )Net
      cash used in investing activities
                
                
                —
                
                
                
                (19,572
                )
                
                
                (793,219
                )Net
      cash used in investing activities from discontinued
      operations
                
                
                —
                
                
                
                —
                
                
                
                (452,618
                )CASH
      FLOW FROM FINANCING ACTIVITIESProceeds
      from stock issuance
                
                
                1,397,250
                
                
                
                —
                
                
                
                4,088,057Proceeds/payments
      on loan payable
                
                
                (15,000
                )
                
                
                100,000
                
                
                
                —Proceeds
      from subscribed stock
                
                
                —
                
                
                
                —
                
                
                
                270,000Net
      cash provided by financing activities
                
                
                1,382,250
                
                
                
                100,000
                
                
                
                4,358,057Net
      cash provided by financing activities from discontinued
      operations
                
                
                —
                
                
                
                —
                
                
                
                3,384,237NET
      CHANGE IN CASH
                
                
                820,837
                
                
                
                53,359
                
                
                
                1,526,693CASH
      AT BEGINNING OF PERIOD
                
                
                705,856
                
                
                
                295
                
                
                
                —CASH
      AT END OF PERIOD
                
                $
                1,526,693
                
                
                $
                53,654
                
                
                $
                1,526,693SUPPLEMENTAL
      INFORMATIONInterest
      Paid
                
                $
                —
                
                
                $
                —
                
                
                $
                50,751Income
      Taxes Paid
                
                $
                —
                
                
                $
                —
                
                
                $
                —Non-cash
      investing and financing activities:Stock
      and options for common stock issued in satisfaction of
      debt
                
                $
                —
                
                
                $
                300,000
                
                
                $
                1,500,000Stock
      issued for conversion ofaccounts
      payable, 200,000 shares at $0.625
                
                $
                —
                
                
                $
                —
                
                
                $
                125,000Assets
      acquired for common stock issued for the acquisition
                
                $
                —
                
                
                $
                —
                
                
                $
                490,000Warrants
      issued in connection with joint venture agreementrelated
      to slag project
                
                $
                —
                
                
                $
                —
                
                
                $
                1,310,204Net
      deferred tax liability assumed
                
                $
                —
                
                
                $
                —
                
                
                $
                913,776
   8
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
      POLICIES
 
 Basis of presentation
– The accompanying unaudited financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The financial statements should be
read in conjunction with the Form 10-KSB for the year ended December 31, 2005 of
Searchlight Minerals Corp. (the “Company”).
 
 The
interim financial statements present the balance sheets, statements of
operations, stockholders’ equity, and cash flows of the Company. The financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States.
 
 These
financial statements have been prepared by the Company without audit, and
include all adjustments (which consist solely of normal recurring adjustments,
except as described in note 9) which, in the opinion of management, are
necessary for a fair presentation of financial position and results of
operations. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although the Company believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with the
Company’s audited financial statements and notes thereto for the year ended
December 31, 2005.
 
 Description of
business – Searchlight Minerals Corp. is considered an exploration stage
company since its formation and the Company has not yet realized any revenues
from its planned operations.  The Company is primarily focused on the
exploration, acquisition and development of mining and mineral
properties.  Upon the location of commercially minable reserves, the
Company plans to prepare for mineral extraction and enter the development
stage.
  History - The Company
was incorporated on January 12, 1999 pursuant to the laws of the State of Nevada
under the name L.C.M. Equity, Inc.  From 1999 to 2005, the Company
operated primarily as a biotechnology research and development company with its
headquarters in Canada and an office in the UK.  On November 2, 2001,
the Company entered into an acquisition agreement with Regma Bio Technologies,
Ltd. pursuant to which Regma Bio Technologies, Ltd. entered into a reverse
merger with us with the surviving entity named “Regma Bio Technologies Limited”.
On November 26, 2003, the Company changed its name from “Regma Bio Technologies
Limited” to “Phage Genomics, Inc.”
  In
February, 2005, the Company announced its reorganization from a biotechnology
research and development company to a company focused on the development and
acquisition of mineral properties. In connection with its reorganization the
Company entered into mineral option agreements to acquire an interest in the
Searchlight Claims. The Company has consequently been considered an exploration
stage enterprise. Also in connection with its corporate restructuring, its board
of directors approved a change in its name from “Phage Genomics, Inc.” (Phage)
to "Searchlight Minerals Corp.” effective June 23, 2005.
  9
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Going concern - The
Company incurred cumulative net losses of $5,812,674 from operations as of March
31, 2006 and has not commenced its mining and mineral processing operations,
rather, still in the exploration stage, raising substantial doubt about the
Company’s ability to continue as a going concern.  The Company will
seek additional sources of capital through the issuance of debt or equity
financing, but there can be no assurance the Company will be successful in
accomplishing its objectives.
 
 The
ability of the Company to continue as a going concern is dependent on additional
sources of capital and the success of the Company’s plan.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 Use of estimates -
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
 Mineral rights - The
Company capitalizes acquisition and option costs of mineral property
rights.  The amount capitalized represents fair value of the mineral
rights acquired.
 
 The
Company capitalizes acquisition and option costs of mineral rights as tangible
assets in accordance with Emerging Issues Task Force abstract 04-02 (“EITF
04-02”), “Whether Mineral Rights are Tangible or Intangible Assets and Related
Issues”.  Upon commencement of commercial production, the mineral
rights will be amortized using the unit-of-production method over the life of
the mineral rights.  If the Company does not continue with exploration
after the completion of the feasibility study, the mineral rights will be
expensed at that time. The Company evaluates the carrying value of capitalized
mining costs and related property and equipment costs, to determine if these
costs are in excess of their recoverable amount whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. The
periodic evaluation of carrying value of capitalized costs and any related
property and equipment costs are based upon expected future cash flows and/or
estimated salvage value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, “Accounting for Impairment or Disposal of Long-Lived
Assets.”
 
 Exploration costs –
Mineral exploration costs are expensed as incurred.
  10
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Property and
equipment – Property and equipment is stated at cost less accumulated
depreciation. Depreciation is provided principally on the straight-line method
over the estimated useful lives of the assets, which are generally 3 to 39
years. The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon sale or
other disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).
 
 The
Company periodically evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful lives of property and
equipment or whether the remaining balance of property and equipment should be
evaluated for possible impairment. If events and circumstances warrant
evaluation, the Company uses an estimate of the related undiscounted cash flows
over the remaining life of the property and equipment in measuring their
recoverability.
  Impairment of long-lived
assets–The Company reviews and evaluates long-lived assets for impairment when
events or changes in circumstances indicate the related carrying amounts may not
be recoverable. The assets are subject to impairment consideration under SFAS
No. 144 if events or circumstances indicate that their carrying amount might not
be recoverable.  As of March 31, 2006 exploration is progressing in
accordance with the Company’s plan of operations and no events or circumstances
have happened to indicate the related carrying values of the properties may not
be recoverable. When the Company determines SFAS 144 impairment analysis should
be done, the analysis will be performed using the rules of EITF 04-03, “Mining
Assets: Impairment and Business Combinations.”
  Various
factors could impact our ability to achieve forecasted production schedules.
Additionally, commodity prices, capital expenditure requirements and reclamation
costs could differ from the assumptions the Company may use in cash flow models
used to assess impairment. The ability to achieve the estimated quantities of
recoverable minerals from exploration stage mineral interests involves further
risks in addition to those factors applicable to mineral interests where proven
and probable reserves have been identified, due to the lower level of confidence
that the identified mineralized material can ultimately be mined
economically.
 
 Material
changes to any of these factors or assumptions discussed above could result in
future impairment charges to operations.
 
 Reclassifications –
Certain amounts in the prior period financial statements have been reclassified
to conform to current period presentation.
  11
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Asset retirement
obligation - The Company has adopted Statement of Financial Accounting
Standards No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations”,
which requires that an asset retirement obligation (“ARO”) associated with the
retirement of a tangible long-lived asset be recognized as a liability in the
period in which it is incurred and becomes determinable, with an offsetting
increase in the carrying amount of the associated asset.  The cost of
the tangible asset, including the initially recognized ARO, is depleted, such
that the cost of the ARO is recognized over the useful life of the
asset.  The ARO is recorded at fair value, and accretion expense is
recognized over time as the discounted liability is accreted to its expected
settlement value.  The fair value of the ARO is measured using
expected future cash flow, discounted at the Company’s credit-adjusted risk-free
interest rate.  To date, no significant asset retirement obligation
exists due to the early stage of exploration.  Accordingly, no
liability has been recorded.
 
 Fair value of financial
instruments – Financial Accounting Standards Statement No. 107,
“Disclosure About Fair Value of Financial Instruments”, requires the Company to
disclose, when reasonably attainable, the fair market values of its assets and
liabilities which are deemed to be financial instruments. The carrying amounts
and estimated fair values of the Company’s financial instruments approximate
their fair value due to the short-term nature.
 
 Revenue recognition -
Revenues are recognized during the period in which the revenues are earned.
Costs and expenses are recognized during the period in which they are
incurred.
  Research and
development - All research and development expenditures are expensed as
incurred.
  Earnings (loss) per
share - The Company follows Statement of Financial Accounting Standard
No. 128 (“SFAS 128”), “Earnings Per Share” and Statement of Financial Accounting
Standard No. 150 (“SFAS 150”), “Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity,” which establish
standards for the computation, presentation and disclosure requirements for
basic and diluted earnings per share for entities with publicly-held common
shares and potential common stock issuances. Basic earnings (loss) per share are
computed by dividing net income by the weighted average number of common shares
outstanding.  In computing diluted earnings per share, the weighted
average number of shares outstanding is adjusted to reflect the effect of
potentially dilutive securities, such as stock options and
warrants.  Common stock equivalent shares are excluded from the
computation if their effect is antidilutive. Weighted average of common stock
equivalents, which include stock options and warrants to purchase common stock,
on March 31, 2006 and 2005 that were not included in the computation of diluted
EPS because the effect would be antidilutive were, 27,210,222 and 408,333,
respectively.
 
 Expenses of offering
– The Company accounts for specific incremental costs directly to a proposed or
actual offering of securities as a direct charge against the gross proceeds of
the offering.
  12
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
  Income taxes - The
Company accounts for its income taxes in accordance with the Statement of
Financial Accounting No. 109 (“SFAS 109”), “Accounting for Income Taxes”, which
requires recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
 
 For
acquired properties that do not constitute a business as defined in Emerging
Issues Task Force Issue No. 98-03 (“EITF 98-03”), “Determining Whether a
Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business”,
deferred income tax liability is recorded on GAAP basis over income tax basis
using statutory federal and state rates. The resulting estimated future federal
and state income tax liability associated with the temporary difference between
the acquisition consideration and the tax basis is computed in accordance with
EITF 98-11 “Accounting for Acquired Temporary Differences in Certain Purchase
Transactions That Are Not Accounted for as Business Combinations” and SFAS 109,
and is reflected as an increase to the total purchase price which is then
applied to the underlying acquired assets in the absence of there being a
goodwill component associated with the acquisition
transactions.
 
 Stock-based
compensation - On December 16, 2004, the FASB issued Statement of
Financial Accounting Standard No. 123R (“SFAS 123R”), “Share-Based
Payment”, which replaces Statement of Financial Accounting Standard No. 123
(“SFAS 123”), “Accounting for Stock-Based Compensation” and supersedes APB
Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on the grant
date fair value of the award. Under SFAS No. 123R, the Company must determine
the appropriate fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the transition method to be
used at date of adoption. The transition methods include prospective and
retroactive adoption option. Under the retroactive option, prior periods may be
restated either as of the beginning of the year of adoption or for all periods
presented. The prospective method requires that compensation expense be recorded
for all unvested stock options and restricted stock at the beginning of the
first quarter of adoption of SFAS No. 123R, while the retroactive methods would
record compensation expense for all unvested stock options and restricted stock
beginning with the first period restated. The Company adopted the requirements
of SFAS No. 123R for the fiscal year beginning after December 31,
2004 .
  13
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 New accounting
pronouncements – In May 2005, the FASB issued SFAS No. 154, “Accounting
Changes and Error Corrections, a replacement of APB No. 20 and FASB
Statement No. 3” (“SFAS No. 154”). SFAS No. 154 requires retrospective
application to prior periods’ financial statements of a voluntary change in
accounting principle unless it is impracticable. APB Opinion No. 20 “Accounting
Changes,” previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
statement is effective for years beginning after January 1, 2006. The adoption of this statement had
little or no effect on the Company’s financial position, results of operations,
and disclosures.
 
 In
November 2005, the FASB issued FASB Staff Position FAS 115-1 and FAS 124-1, “The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments” (“FSP 115-1”), which provides guidance on determining when
investments in certain debt and equity securities are considered impaired,
whether that impairment is other-than-temporary, and on measuring such
impairment loss. FSP 115-1 also includes accounting considerations subsequent to
the recognition of an other-than temporary impairment and requires certain
disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. FSP 115-1 is required to be applied to
reporting periods beginning after December 15, 2005.  The adoption of
this guidance had little or no effect on the Company’s financial position,
results of operations, and disclosures.
  In
February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
155, “Accounting for Certain HybridFinancial
Instruments—an Amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”).
SFAS No. 155 allows financial instruments that contain an embedded derivative
and that otherwise would require bifurcation to be accounted for as a whole on a
fair value basis, at the holders’ election. SFAS No. 155 also clarifies and
amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement
is effective for all financial instruments acquired or issued in fiscal years
beginning after September 15, 2006. Adoption of this statement is not expected
to have a material impact on the Company’s financial
statements.
 
 In
March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets—an Amendment of FASB Statement No. 140” (“SFAS No. 156”). SFAS No. 156
provides guidance on the accounting for servicing assets and liabilities when an
entity undertakes an obligation to service a financial asset by entering into a
servicing contract. This statement is effective for all transactions in fiscal
years beginning after September 15, 2006.  Adoption of this statement
is not expected to have a material impact on the Company’s financial
statements.
 
 Correction of an
Error - Searchlight Mining Claims – (See Note 3) – The Company restated
the Searchlight Mining Claims as of March 31, 2006. The Company originally
valued the transaction at $127,134 for cash paid and shares valued at $40,000,
or $2,000 per claim. The Company determined that pursuant to EITF 98-11, the
shares should have been valued at their market price on the date of the issue.
The restatement of the Searchlight Claims mineral properties also reflects the
deferred future income tax liability assumed, the value of which has been added
to the acquisition costs of the underlying mineral properties. The impact of
this restatement had the effect of increasing the mineral property by $450,000
for the shares issued and by $242,308 for the deferred future income tax
liability assumed for a total increase of $692,308.
  14
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Joint venture agreement – (See
Note 4) – The Company restated the joint venture agreement as ofMarch 31,
2006. The
Company originally valued the transaction at the agreed
upon cash price of $690,000 and no value was given to the 12,000,000 warrants
issued. The Company restated the valuation of the warrants by using the market
price of common stock issued in connection with a private placement
conducted at the time the warrants were issued. The restated value of the
warrants was $1,310,204. The restatement also included the deferred future
income tax liability assumed of $608,277 for a total increase in purchase
consideration of $1,918,481.
 
 The
statement of operations for the period from January 14, 2000 (date of inception)
through March 31, 2006 has been restated to reclassify net losses prior to
January 1, 2005 as discontinued operations. On February 10, 2005, the Company
announced that it was reorganizing itself and changing its focus from biotech to
becoming a mineral exploration company, dedicated to the discovery and
exploration of gold and other precious metal deposits.  Activity
between January 1 and February 10, 2005 consisted of minor general and
administrative expenses and foreign currency translation adjustment, which has
been included in loss from discontinued operations.
 
 The
statement of operations for the three months ended March 31, 2006, has been
restated to reclassify $11,769 of foreign currency translation adjustment
related to 2004 activity as general and administrative expense. The restatement
also reflects the income tax benefit of $280,614.
  15
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 2.
                PROPERTY AND
      EQUIPMENT
 
 Property
and equipment consisted of the following as of March 31, 2006 and December 31,
2005:
 
 March
      31,
                  2006
                
                
                December
      31, 2005Furniture
      and fixtures
                
                $
                7,038
                
                
                $
                7,038Computers
      and equipment
                
                
                9,048
                
                
                
                9,04816,086
                
                
                
                16,086Less
      accumulated depreciation
                
                
                1,743
                
                
                
                950$
                14,343
                
                
                $
                15,136
 
 Depreciation
expense was $793 and $0 for the three months ended March 31, 2006 and 2005,
respectively.
 
 3.
                MINERAL PROPERTIES -
      MINING CLAIMS – AS RESTATED (See Note
  9)
 
 As of
March 31, 2006 mining claims consisted of 3,200 acres located near Searchlight,
Nevada. The 3,200 acre property is staked as twenty 160 acre claims. At March
31, 2006 mineral properties balance was $819,442.
 
 The
mining claims were acquired during 2005 with issuance of 1,400,000 shares of the
Company’s common stock and the provision that the Company, at its option, issue
an additional 1,400,000 shares each year in June for three remaining
years.  If at any time before each subsequent issuance of shares, the
Company does not choose to continue the transaction, it is under no obligation
to issue further shares and would no longer hold the mining
claims.
 
 On
August 26, 2005, the Company paid $180,500 to the Bureau of Land Management as a
bond for future reclamation work in Searchlight, Nevada.
 
 The
mining claims are capitalized as tangible assets in accordance with EITF
04-02.  Upon commencement of commercial production, the claims will be
amortized using the unit-of-production method over the life of the
claim.  If the Company does not continue with exploration after the
completion of the feasibility study, the claims will be expensed at that
time.
 
 The
Company reviews and evaluates long-lived assets for impairment when events or
changes in circumstances indicate the related carrying amount may not be
recoverable. The assets are subject to impairment consideration under SFAS No.
144 if events or circumstances indicate that their carrying amount might not be
recoverable. As of March 31, 2006 exploration on these properties is progressing
in accordance with the Company’s plan of operations and no events or
circumstances have happened to indicate the related carrying values of the
properties may not be recoverable. When the Company determines SFAS 144
impairment analysis should be done, the analysis will be performed using the
rules of EITF 04-03, “Mining Assets: Impairment and Business
Combinations.”
  16
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 3.
                MINERAL PROPERTIES -
      MINING CLAIMS – AS RESTATED (See Note 9)
      (continued)
 
 The
following table summarizes the impact of the restatement on the historical
balances of the mineral properties for the period ended March 31,
2006:
 
 As
      Reported
                
                
                Adjustments
                
                
                
                As
      RestatedCash
      and shares issuance to obtain mineralproperties,
      July 7, 2005
                
                $
                127,134
                
                
                $
                450,000
                
                a
                
                $
                577,134Net
      deferred income tax liability assumed
                
                
                —
                
                
                
                242,308
                
                b
                
                
                242,308Mineral
      properties balance, March 31, 2006
                
                $
                127,134
                
                
                $
                692,308
                
                
                
                $
                819,442
 
 The
      restatement adjustments are as
follows:
 
 a.
                Restate
      issuance of 1,400,000 shares to obtain mineral properties on July 7, 2005
      at the market value of $0.35 per share on the date of
      issuance.
 b.
                Restate
      for the resulting estimated future income tax liability associated with
      the temporary difference between tax basis and acquisition value, which
      was applied to the mineral asset in the absence of there being a goodwill
      component associated with the
transaction.
 
 4.
                JOINT VENTURE
      AGREEMENT – AS RESTATED (See Note
9)
 
 On
October 24, 2005, the Company completed the acquisition of all of Nanominerals
Corp. (“NMC”) interest in a joint venture agreement (“JV Agreement”) dated May
20, 2005 between NMC and Verde River Iron Company, LLC (“Verde”).  NMC
is a related party entity whereby the Company’s President and Chief Financial
Officer have an ownership interest.  The JV Agreement will allow the
processing and extraction of minerals from a copper smelter slag pile located on
a parcel of land consisting of approximately 200 acres in Clarkdale, Arizona
(“Clarkdale Slag Project”).  The acquisition consideration of NMC’s
interest in the JV Agreement fulfilled are as follows:
 
 (i)
                Payment
      to NMC of $690,000 in respect of certain payments made by NMC towards the
      acquisition of the Clarkdale Slag Project made pursuant to the terms of
      the JV Agreement;
 (ii)
                Assignment
      to NMC of a five percent net smelter return royalty payable from the
      Company’s share of production from the Clarkdale Slag
      Project;
 (iii)
                Appointment
      of nominees of NMC to the Company’s board of directors to constitute a
      majority of the board;
 (iv)
                Issuance
      to NMC or its designates, warrants to purchase 12,000,000 shares (post
      stock split) of the Company’s common stock at exercise price of $0.375 per
      share (post stock split) exercisable for a term of 10 years;
      and
 (v)
                Provide
      confirmation to NMC, that the Company has received funds of $2,000,000
      pursuant to its private placement offering of its securities to accredited
      investors in the U.S. and to accredited investors outside the
      U.S.
  17
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  4.
                JOINT VENTURE
      AGREEMENT – AS RESTATED (See Note 9)
  (continued)
 
 Additionally,
the Company entered into an amendment (the “Amended Assignment Agreement”) to
the Assignment Agreement, for the purpose of clarifying the Company’s obligation
to pay NMC a royalty equal to 5% of the Net Smelter Returns (as defined in the
Amended Assignment Agreement) resulting from the processing and extraction of
minerals from the Clarkdale Slag Project. As of October 24, 2005, the Company
fulfilled its obligations under the terms and conditions of the Assignment
Agreement.
 
 Following
the acquisition of NMC’s interest in the Clarkdale Slag Project, the Company is
presently proceeding with the joint venture with Verde. Under the terms of the
JV Agreement, the Company intends to form a jointly owned limited liability
operating company (“OPCO”) to pursue a four phase work program for the purpose
of processing up to 2/3 or 20,000,000 tons minimum of slag from a copper smelter
slag pile located at the Clarkdale Slag Project site, to extract by products
from the slag for commercial resale. Pursuant to the terms of the JV
Agreement, we are subject to the following, payments and
conditions:
  (i)
                The Company is required to fund
      all expenditures for Phase I of the work program and we must pay
      $3,000,000 into OPCO’s account within 14 days of the completion of Phase
      I. At the time the Company makes the $3,000,000 payment to OPCO, Verde
      agrees to transfer all right to process the Clarkdale Slag Project slag
      pile to OPCO and grant the Company a license to use the project site for
      the project.
  (ii)
                After completion of a bankable
      feasibility study in Phase II, the Company is required to contribute
      $27,000,000 (“Project Funding Payment”) to OPCO within 90 days of receipt
      of the study.
  (iii)
                Verde is not required to
      contribute any funds for project
  expenses.
  (iv)
                In the event of termination by
      either party, provided that Phase II has been completed, Verde agreed to
      assign 10% of its net operating profits from the project to the Company
      until it receives an amount equal to two times the amount of its total
      investment in the
project.
  (v)
                A principal of Verde, will be
      paid an amount of $10,000,000 from the Project Funding Payment, the
      Initial Payment (as further defined in the JV Agreement) and net cash flow
      of the project before any money is distributed to the Company and
      Verde.
  The
following table summarizes the impact of the restatement on the historical
balances of the joint venture agreement reported for the period ended March 31,
2006:
 
 As
      Reported
                
                
                Adjustments
                
                
                As
      RestatedCash
      consideration
                
                $
                690,000
                
                
                $
                —
                
                
                $
                690,000Issuance
      of warrants
                
                
                —
                
                
                
                1,310,204
                
                
                
                1,310,204Net
      deferred income tax liability assumed
                
                
                —
                
                
                
                608,277
                
                
                
                608,277Joint
      venture agreement balance,March
      31, 2006
                
                $
                690,000
                
                
                $
                1,918,481
                
                
                $
                2,608,481
  18
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  5.
                LOAN PAYABLE – RELATED
      PARTY
 
 As of
March 31, 2006, loan payable to related parties totaling $382,792 consists of
borrowings from former officers and directors of the Company. The balance bears
no interest, is unsecured, and is due on demand.
 
 6.
                STOCKHOLDERS’
      EQUITY
 
 During
the three months ended March 31, 2006 the Company’s stockholders’ equity
activity consisted of the following:
 
 a)
                On
      February 9, 2006, the Company issued 1,225,000 shares of common stock and
      warrants to purchase an additional 612,500 shares of common stock with an
      exercise price of $0.625 expiring between June 2 and June 7,
      2006.  These are related to the penalty shares and warrants for
      the late registration of shares with the Securities and Exchange
      Commission pursuant to the private placements completed in September
      2005.  Pursuant to the private placements, subscribers received
      penalty units consisting of one share and one half of one share purchase
      warrant.  The penalty units were exercisable into 1/10th
      of the total number of units issued in the private placement if a
      registration statement on Form SB-2 was not declared effective within four
      months and one day of the closing date of the private
      placements.  The Registration Statement was not effective prior
      to the filing deadline resulting in the issuance of the penalty
      units.
 
 b)
                On
      January 18, 2006, the Company issued 39 units for $45,000 per unit where
      each unit consisted of 100,000 shares and 100,000 purchase
      warrants.  Each purchase warrant is exercisable into one share
      at a price of $0.65 expiring on January 18, 2008.  Total gross
      proceeds for this offering were
$1,755,000.
 
 Warrants
associated with the 2006 equity issuances do not constitute a registration
payment arrangement.
 
 7.
                COMMITMENTS AND
      CONTINGENCIES
 
 Employment contracts
– Ian R. McNeil, President and Chief Executive Officer. The Company entered into
an employment agreement with Ian R. McNeil effective January 1,
2006.  Pursuant to the terms of the agreement, Mr. McNeil is to be
paid an annual salary of $108,000 in consideration of which Mr. McNeil agreed to
act as the Company’s President and Chief Executive Officer. On December 31,
2005, Mr. McNeil received a bonus of $36,000 upon execution of the agreement.
Mr. McNeil is also eligible for discretionary bonus to be determined based on
factors considered relevant by the Company’s board of directors, and may be
granted, subject to the approval of the board of directors, incentive stock
options to purchase shares of the Company’s common stock in such amounts and at
such times as the board of directors, in its absolute discretion, may from time
to time determine.  The term of the agreement is for an indefinite
period, unless otherwise terminated pursuant to the terms of the
agreement.  In the event that the agreement is terminated by the
Company other than for cause, the Company will provide Mr. McNeil with six
months written notice or payment equal to six months of his monthly
remuneration.
  19
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 7.
                COMMITMENTS AND
      CONTINGENCIES
(continued)
 
 Carl
S. Ager, Treasurer and Secretary. The Company entered into an employment
agreement with Carl S. Ager effective January 1, 2006.  Pursuant to
the terms of the agreement, Mr. Ager is to be paid an annual salary of $80,000,
in consideration of which Mr. Ager agreed to act as the Company’s Treasurer and
Secretary. On December 31, 2005, Mr. Ager received a one time bonus of $26,666
upon execution of the agreement. Mr. Ager is also eligible for discretionary
bonus to be determined based on factors considered relevant by the Company’s
board of directors, and may be granted, subject to the approval of the board of
directors, incentive stock options to purchase shares of the Company’s common
stock in such amounts and at such times as the board of directors, in its
absolute discretion, may from time to time determine.  The term of the
agreement is for an indefinite period, unless otherwise terminated pursuant to
the terms of the agreement.  In the event that the agreement is
terminated by the Company other than for cause, the Company will provide Mr.
Ager with six months written notice or payment equal to six months of his
monthly remuneration.
  8.
                SUBSEQUENT
      EVENTS
  On
April 7, 2006, the Board of Directors adopted the 2006 Stock Option Plan (the
"Plan").  Under the terms of the Plan, options to purchase up to
40,000,000 shares of common stock that may be granted to our employees,
officers, directors, and eligible consultants of Searchlight. The Plan provides
that the option price be the fair market value of the stock at the date of grant
as determined by the Board of Directors. Options granted become exercisable and
expire as determined by the Board of Directors. The maximum aggregate number of
shares of our common stock that may be optioned and sold under the Plan will be
increased effective the first day of each of our fiscal quarters, beginning with
the fiscal quarter commencing July 1, 2006, by an amount equal to the lesser of:
(i) 15% of the total increase in the number of shares of common stock
outstanding during the previous fiscal quarter; or (ii) a lesser number of
shares of common stock as may be determined by the Board of
Directors.
  20
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 9.
                RESTATEMENT
  Searchlight Mining
Claims – Mineral properties have been restated to reflect payment made by
issuance of 1,400,000 shares at $0.35 on July 7, 2005 at the market values on
the date of issuance.  This restatement had the impact of increasing
the mineral properties and additional paid-in capital, mineral properties also
increased for deferred income tax liability assumed. Changes in amounts are
reflected in tabular format as noted below.
 
 Joint venture agreement– The warrants issued in connection with the assignment of the original
Slag Project option have been restated to reflect the recomputation of the value
of the 12,000,000 warrants issued as consideration for the option to acquire a
mineral interest in the Slag Project of $1,918,481, (including related deferred
tax liability assumed of $608,277) which was computed based on private placement
stock price at the time the warrants were issued. The original terms of the
underlying option agreement were unchanged and this adjustment had no effect on
the agreement.
 
 Discontinued
operations – The statement of operations for the period from January 14,
2000 (date of inception) through March 31, 2006 has been restated to reclassify
net losses prior to January 1, 2005 as discontinued operations. On February 10,
2005, the Company announced that it was reorganizing itself and changing its
focus from biotech to becoming a mineral exploration company, dedicated to the
discovery and exploration of gold and other precious metal deposits. Activity
between January 1 and February 10, 2005 consisted of minor general and
administrative expenses and foreign currency translation adjustment, which has
been included in loss from discontinued operations.
 
 The
statement of operations for the three months ended March 31, 2006, has been
restated to reclassify $11,769 of foreign currency translation adjustment
related to 2004 activity as general and administrative expense. The restatement
also reflects the income tax benefit of $280,614.
 
 The
following table summarizes the balance sheet of the Company as of March 31, 2006
and reconciles the reported amounts to the restated amounts:
 
 Summarized
      Balance Sheet -March
      31, 2006
                
                As
      Reported
                
                
                Adjustments
                
                
                
                
                As
      RestatedMineral
      properties
                
                $
                127,134
                
                
                $
                692,308
                
                
                a
                
                $
                819,442Joint
      venture agreement
                
                
                690,000
                
                
                
                1,918,481
                
                
                b
                
                
                2,608,481Total
      assets
                
                
                2,540,668
                
                
                
                2,610,789
                
                
                a,b
                
                
                5,151,457Deferred
      tax liability
                
                
                —
                
                
                
                170,326
                
                
                c
                
                
                170,326Total
      liabilities
                
                
                1,230,903
                
                
                
                170,326
                
                
                c
                
                
                1,401,229Additional
      paid-in capital
                
                
                7,745,423
                
                
                
                1,760,204
                
                
                a,b
                
                
                9,505,627Accumulated
      other comprehensive loss
                
                
                (121,606
                )
                
                
                121,606
                
                
                d
                
                
                —Accumulated
      deficit during exploration stage
                
                
                (6,371,327
                )
                
                
                558,653
                
                
                d,e
                
                
                (5,812,674
                )Total
      stockholders' equity
                
                
                1,309,765
                
                
                
                2,440,463
                
                
                
                
                
                3,750,228Total
      liabilities and stockholders' equity
                
                $
                2,540,668
                
                
                $
                2,610,789
                
                
                
                
                $
                5,151,457
  21
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 9.
                RESTATEMENT
      (continued)
 
 The
following table summarizes the statement of operations for the three months
ended March 31, 2006 and reconciles the reported amounts to the restated
amounts:
 
 Summarized
      Statement of Operations -For
      the three months ended March 31, 2006
                
                As
      Reported
                
                
                Adjustments
                
                
                
                
                As
      RestatedMineral
      exploration and evaluation expenses
                
                $
                402,494
                
                
                $
                (123,750
                )
                
                f
                
                $
                278,744Mineral
      exploration and evaluation expenses -related
      party
                
                
                —
                
                
                
                123,750
                
                
                f
                
                
                123,750General
      and administrative
                
                
                212,932
                
                
                
                11,769
                
                
                g
                
                
                224,701Total
      operating expenses
                
                
                616,219
                
                
                
                11,769
                
                
                g
                
                
                627,988Loss
      from operations
                
                
                (616,219
                )
                
                
                (11,769
                )
                
                g
                
                
                (627,988
                )Income
      tax benefit
                
                
                —
                
                
                
                280,614
                
                
                e
                
                
                280,614Net
      loss
                
                
                (616,219
                )
                
                
                268,845
                
                
                e,g
                
                
                (347,374
                )Foreign
      currency translation adjustment
                
                $
                (11,769
                )
                
                $
                11,769
                
                
                g
                
                $
                —
 
 The
following table summarizes statement of operations for the period from January
14, 2000 (Date of Inception) through March 31, 2006, and reconciles the reported
amounts to the restated amounts:
 
 Summarized
      Statement of Operations -For
      the period from January 14, 2000 (Date of Inception)Through
      March 31, 2006
                
                As
      Reported
                
                
                Adjustments
                
                
                
                
                As
      RestatedResearch
      and development
                
                $
                1,900,095
                
                
                $
                (1,900,095
                )
                
                h
                
                $
                —Mineral
      exploration and evaluation expenses
                
                
                1,289,517
                
                
                
                (123,750
                )
                
                f
                
                
                1,165,767Mineral
      exploration and evaluationexpenses
      - related party
                
                
                —
                
                
                
                123,750
                
                
                f
                
                
                123,750General
      and administrative
                
                
                2,679,860
                
                
                
                (1,621,355
                )
                
                i
                
                
                1,058,505Depreciation
                
                
                236,917
                
                
                
                (235,174
                )
                
                j
                
                
                1,743Impairment
      loss on intangible assets
                
                
                173,234
                
                
                
                (173,243
                )
                
                k
                
                
                —Impairment
      loss on property and equipment
                
                
                86,683
                
                
                
                (86,683
                )
                
                l
                
                
                —Total
      operating expenses
                
                
                6,366,306
                
                
                
                (4,016,541
                )
                
                m
                
                
                2,349,765Loss
      from operations
                
                
                (6,366,306
                )
                
                
                4,016,541
                
                
                m
                
                
                (2,349,765
                )Other
      income
                
                
                282,142
                
                
                
                (282,142
                )
                
                n
                
                
                —Interest
      expense, net
                
                
                (300,000
                )
                
                
                300,000
                
                
                o
                
                
                —Total
      other income (expense)
                
                
                (17,858
                )
                
                
                17,858
                
                
                n,o
                
                
                —Loss
      before income taxes
                
                
                (6,384,164
                )
                
                
                4,034,399
                
                
                
                
                
                (2,349,765
                )Income
      tax benefit
                
                
                12,837
                
                
                
                667,422
                
                
                e,p
                
                
                680,259Net
      loss
                
                
                (6,371,327
                )
                
                
                558,653
                
                
                e,q
                
                
                (5,812,674
                )Foreign
      currency translation adjustment
                
                
                (121,606
                )
                
                
                121,606
                
                
                q
                
                
                —Loss
      from discontinued operations
                
                $
                —
                
                
                $
                (4,143,168
                )
                
                r
                
                $
                (4,143,168
                )
 
 The
restatements had no impact on the Company’s cash or cash flows.
  22
  SEARCHLIGHT
MINERALS CORP.
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 9.
                RESTATEMENT
      (continued)
 
 The
restatement adjustments are as follows:
 
 a.
                Restate
      issuance of 1,400,000 shares to obtain mineral properties on July 7, 2005
      at the market value of $0.35 per share on the date of
      issuance.  The resulting estimated future income tax liability
      associated with the temporary difference between the tax basis and
      acquisition value was applied to the mineral asset in the absence of there
      being a goodwill component associated with the
      transaction.
 b.
                Restate
      issuance of warrants in 2005 in connection with the Clarkdale Slag Project
      option of $1,918,481 (comprising of related deferred tax liability assumed
      of $608,277 and an increase to stockholders’ equity of $1,310,204) which
      was computed based on private placement stock price at the time the
      warrants were issued.
 c.
                Restate
      for computation of deferred tax liability assumed in mineral property
      acquisition.
 d.
                Reclassify
      accumulated other comprehensive loss prior to 2005 from a biotechnology
      research and development business as discontinued
      operations.
 e.
                Restate
      for deferred income tax benefit related to mineral property
      acquisitions.
 f.
                Reclassify
      related party mineral exploration and evaluation
    expense.
 g.
                Reclassify
      foreign currency translation adjustment from the period ended March 31,
      2006 as general and administrative
expense.
 h.
                Reclassify
      research and development expense incurred prior to 2005 as discontinued
      operations.
 i.
                Reclassify
      general and administrative expense incurred prior to 2005 as discontinued
      operations.
 j.
                Reclassify
      depreciation expense incurred prior to 2005 as discontinued
      operations.
 k.
                Reclassify
      impairment loss on intangible assets incurred prior to 2005 as
      discontinued operations.
 l.
                Reclassify
      impairment loss on property and equipment incurred prior to 2005 as
      discontinued operations.
 m.
                Reclassify
      operating expenses incurred prior to 2005 as discontinued
      operations.
 n.
                Reclassify
      other income earned prior to 2005 as discontinued
      operations.
 o.
                Reclassify
      interest expense incurred prior to 2005 as discontinued
      operations.
 p.
                Reclassify
      income tax benefit prior to 2005 as discontinued
      operations.
 q.
                Reclassify
      accumulated other comprehensive loss prior to 2005 from a biotechnology
      research and development business as discontinued
      operations.
 r.
                Reclassify
      net losses prior to 2005 as discontinued
  operations.


23




ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.




FORWARD
LOOKING STATEMENTS




The
information in this discussion contains forward-looking statements. These
forward-looking statements involve risks and uncertainties, including statements
regarding our capital needs, business strategy and expectations.  Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “should”,
“expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential” or “continue”, the negative of such terms or other comparable
terminology. Actual events or results may differ materially.  In
evaluating these statements, you should consider various factors, including the
risks discussed below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the “SEC”), including our
Annual Report on Form 10-KSB for the year ended December 31, 2005.  As
used in this Quarterly Report on Form 10-Q/A, the terms "we", "us", "our",
“Searchlight” and “our company” mean Searchlight Minerals Corp. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.




INTRODUCTION




We are an
exploration stage company engaged in the acquisition and development of mineral
properties. We have entered into mineral option agreements to acquire an
interest in 20 mineral claims (the “Searchlight Claims”) representing an area of
3,200 acres located in Clark County, south of Searchlight, Nevada.  On
October 24, 2005, we acquired an interest in a joint venture agreement (the “JV
Agreement”) dated May 20, 2005 between Nanominerals Corp. and Verde River Iron
Company, LLC, a Nevada limited liability company (“Verde”) pursuant to which we
have the option to acquire up to 50% of the Clarkdale Slag
Project.  The JV Agreement was entered into for the purpose of funding
the processing of a copper smelter slag pile located on a parcel of land
consisting of approximately 200 acres in Clarkdale, Arizona (the “Clarkdale Slag
Project”).  Upon completion of a drilling and sampling program to
determine if the project is feasible, we intend to re-process the slag pile
using an extraction process developed using industry standard
metallurgy.  We acquired our interest in the Clarkdale Slag Project
pursuant to an assignment agreement with Nanominerals Corp. dated for reference
June 1, 2005 (the “Assignment Agreement”), as amended August 31, 2005 and
October 24, 2005, pursuant to which Nanominerals assigned all of its interest in
the JV Agreement to us.




We have
not earned any revenues to date and do not anticipate earning revenues until
such time as we enter into commercial production of our mineral
properties.  Our current plan of operation is to conduct mineral
exploration activities on the Searchlight Claims in order to assess whether they
possess mineral reserves capable of commercial extraction and drilling and
sampling activities on the Clarkdale Slag Project site in order to assess
whether the slag possesses a mineral inventory capable of commercial
extraction.  The agreements pursuant to which we acquired our
interests in the Searchlight Claims and Clarkdale Slag Project provide that we
must make a series of cash payments over certain time periods, expend certain
minimum amounts on the exploration of the properties or contribute Searchlight’s
share of ongoing expenditures.  If we fail to make such payments or
expenditures in a timely fashion, we may lose our interest in those
properties.




Restatement




On
November 8, 2007, the management of the Company concluded that the unaudited
interim financial statements for the period ending March 31, 2006 needed to be
restated and should not be relied upon. The financial statements were restated
for the following:




Searchlight Mining
Claims – Mineral properties have been restated to reflect payment made by
issuance of 1,400,000 shares at $0.35 on July 7, 2005 at the market values on
the date of issuance.  This restatement had the impact of increasing
the mineral properties and additional paid-in capital, mineral properties also
increased for deferred income tax liability assumed.


24


Joint venture agreement– The warrants issued in connection with the assignment of the original
Slag Project option have been restated to reflect the recomputation of the value
of the 12,000,000 warrants issued as consideration for the option to acquire a
mineral interest in the Slag Project of $1,918,481, (including related deferred
tax liability assumed of $608,277) which was computed based on private placement
stock price at the time the warrants were issued.  The original terms
of the underlying option agreement were unchanged and this adjustment had no
effect on the agreement.




Discontinued
operations – The statement of operations for the period from January 14,
2000 (date of inception) through March 31, 2006 has been restated to reclassify
net losses prior to January 1, 2005 as discontinued operations.  On
February 10, 2005, the Company announced that it was reorganizing itself and
changing its focus from biotech to becoming a mineral exploration company,
dedicated to the discovery and exploration of gold and other precious metal
deposits.  Activity between January 1 and February 10, 2005 consisted
of minor general and administrative expenses and foreign currency translation
adjustment, which has been included in loss from discontinued
operations.




The
statement of operations for the three months ended March 31, 2006, has been
restated to reclassify $11,769 of foreign currency translation adjustment
related to 2004 activity as general and administrative expense.  The
restatement also reflects the income tax benefit of $280,614.




Recent
Corporate Developments




We
experienced the following significant corporate developments since December 31,
2005:




1.
            On
      April 7, 2006, the Board of Directors of Searchlight adopted our 2006
      Stock Option Plan (the "Plan").  Under the terms of the Plan,
      options to purchase up to 40,000,000 shares of our common stock that may
      be granted to our employees, officers, directors, and eligible consultants
      of Searchlight.  The Plan provides that the option price be the
      fair market value of the stock at the date of grant as determined by the
      Board of Directors. Options granted become exercisable and expire as
      determined by the Board of Directors.  The maximum aggregate
      number of shares of our common stock that may be optioned and sold under
      the Plan will be increased effective the first day of each of our fiscal
      quarters, beginning with the fiscal quarter commencing July 1, 2006, by an
      amount equal to the lesser of: (i) 15% of the total increase in the number
      of shares of common Stock outstanding during the previous fiscal quarter;
      or (ii) a lesser number of shares of common stock as may be determined by
      the board of Searchlight.





2.
            In
      March, 2006, we entered into an engineering services agreement (the
      “Engineering Services Agreement”) with Cemetta Engineering and
      Construction Company, Inc. (“Cemetta”), pursuant to which Cemetta agreed
      to provide engineering services in connection with the design and
      development of an initial 2 ton per hour test module and a 2,000 ton per
      day processing facility for our Clarkdale Slag Project site in Arizona.
      Pursuant to the terms of the Engineering Services Agreement, we agreed to
      pay $115,000 for the cost to complete Phase I of the
      construction.3.
            On
      March 7, 2006, we announced drilling sample analysis results from our
      Clarkdale Slag Project. In the fall of 2005, drilling commenced on our
      Clarkdale Slag Project under chain-of- custody sampling by Mountain States
      R&D International Inc. (“MSRDI”). A total of 9 holes and 675 feet were
      drilled as part of a Minerals Inventory Study being conducted by MSRDI on
      our behalf.  MSRDI performed the copper, zinc, and iron analysis
      using the fusion assay method, followed by atomic absorption (AA). Gold
      analysis was performed by Arrakis, Inc., under the chain-of-custody of
      MSRDI, using 4-acid total digestion followed by graphite furnace atomic
      absorption (GFAA). Ten foot interval assays for SD1-SD6 as well as assays
      from SD-7, SD-11 and SD-12 are currently being prepared by MSRDI and are
      expected to follow, along with silver (Ag) assays for each drill
      hole.  We intend to resume the drilling program following the
      receipt and analysis of the first nine drill holes.  Once the
      results from the drill program are fully analyzed, planning for the next
      steps on the project will begin.  These next steps may include
      more drilling, analytical work, and testing of material on a larger scale
      (such as a test plant).  At such time that we deem appropriate,
      a bankable feasibility study will be
undertaken.




25





4.
            In
      February, 2006, we issued a total of 1,225,000 shares of our common stock
      and warrants to purchase an additional 608,000 shares of our common stock
      exercisable at a price of $0.625 until June 1, 2006 to subscribers of our
      three private placements completed in September, 2005 (the “September 2005
      Private Placements”).  Pursuant to the terms of each of the
      September 2005 Private Placements, subscribers received non-transferable
      warrants (the “Penalty Units”) exercisable into 1/10thof a unit issued in the September 2005 Private Placements for no
      additional consideration if a registration statement on Form SB-2 (the
      “Registration Statement”) registering the resale of the units issued
      pursuant to the September 2005 Private Placements was not declared
      effective by the SEC within four months and one day after the closing of
      the September 2005 Private Placements (the “Filing
      Deadline”).  Searchlight’s Registration Statement was not
      declared effective by the SEC before the Filing Deadline and as a result
      we issued the Penalty Units to the subscribers of the September 2005
      Private Placements.5.
            On
      February 21, 2006, we entered into an employment agreement with Ian R.
      McNeil dated effective January 1, 2006.  Pursuant to the terms
      of the agreement, Mr. McNeil is to be paid an annual salary of $108,000
      and a bonus of $36,000 on execution of the agreement, in consideration of
      which Mr. McNeil agreed to act as our President and Chief Executive
      Officer.  Mr. McNeil is also eligible for a discretionary bonus
      to be determined based on factors considered relevant by our board of
      directors, and may be granted, subject to the approval of the Board,
      incentive stock options to purchase shares of our common stock in such
      amounts and at such times as the Board, in its absolute discretion, may
      from time to time determine.  The term of the agreement is for
      an indefinite period, unless otherwise terminated pursuant to the terms of
      the agreement.  In the event that the agreement is terminated by
      us other than for cause, we will provide Mr. McNeil with six months
      written notice or payment equal to six months of his monthly
      remuneration.





6.
            Also
      on February 21, 2006, we entered into an employment agreement with Carl S.
      Ager dated effective January 1, 2006. Pursuant to the terms of the
      agreement, Mr. Ager is to be paid an annual salary of $80,000 and a bonus
      of $26,666 on execution of the agreement, in consideration of which Mr.
      Ager agreed to act as our Treasurer and Secretary.  Mr. Ager is
      also eligible for a discretionary bonus to be determined based on factors
      considered relevant by the board of directors, and may be granted, subject
      to the approval of the Board, incentive stock options to purchase shares
      of our common stock in such amounts and at such times as the Board, in its
      absolute discretion, may from time to time determine.  The term
      of the agreement is for an indefinite period, unless otherwise terminated
      pursuant to the terms of the agreement.  In the event that the
      agreement is terminated by us other than for cause, we will provide Mr.
      Ager with six months written notice or payment equal to six months of his
      monthly remuneration.7.
            On
      January 18, 2006, we closed our private placement of 39 units at a price
      of $45,000 per unit to raise gross proceeds of $1.755 Million (the
      “January 2006 Private Placement”).  Each unit (a ”Unit”)
      consisted of 100,000 shares of our common stock (each a “Share”), 100,000
      share purchase warrants with each warrant entitling the subscriber to
      purchase one additional Share for a period of two years from the closing
      of the January 2006 Private Placement at an exercise price equal to $0.65
      per Share.  The securities were sold on a best efforts agency
      basis by S&P Investors, Inc. (the "Agent") pursuant to the Finders’
      Fee Agreement between S&P Investors, Inc. and us dated December 7,
      2005. In connection with the January 2006 Private Placement, the Agent
      received a fee of $87,750 and warrants to purchase 390,000 Shares at a
      price of $0.65 per Share for a period of two years from the closing of the
      January 2006 Private Placement.


26




PLAN
OF OPERATION




The
following discussion and analysis summarizes our plan of operation for the next
twelve months, our results of operations for the three months ended March 31,
2006 and changes in our financial condition from our year ended December 31,
2005.  The following discussion should be read in conjunction with the
Management’s Discussion and Analysis or Plan of Operation included in our Annual
Report on Form 10-KSB for the year ended December 31, 2005.




Plan
Of Operation




Our
current plan of operation is to continue to conduct mineral exploration
activities on the Searchlight Claims and drilling and sampling activities for
the Clarkdale Slag Project to assess whether the slag possesses a mineral
inventory capable of commercial extraction.  The agreements pursuant
to which we acquired our interests in the Searchlight Claims and Clarkdale Slag
Project provide that we must make a series of cash payments over certain time
periods, expend certain minimum amounts on the exploration of the properties or
contribute Searchlight’s share of ongoing expenditures.  If we fail to
make such payments or expenditures in a timely fashion, we may lose our interest
in those properties.




Searchlight
Project




Our
current plan of operation is to conduct mineral exploration activities on the
Searchlight Claims in order to assess whether they possess mineral reserves
capable of commercial extraction.  We have developed an exploration
work program for the Searchlight Project.  We filed a surety bond in
the amount of approximately $180,500 for Phase I and Phase II with the BLM, and
have commenced the two phase exploration program approved in connection with the
terms of our reclamation permit.




The
proposed program, cost and schedule for Phase 1 are as follows:




SAMPLING & TESTING PROGRAM
      (3 Months)Independent
      Research & TestingIndependent
      Engineering ReportTotal
                          
                          $
                          100,000DRILL PROGRAM (5
      Months)Permits
      and Environmental Bond
                          
                          $
                          200,00018
      Reverse Circulation Drill Holes, Field Management, Sampling,
      Assaying
                          
                          $
                          310,000Independent
      Engineering Report
                          
                          $
                          30,000Reclamation
      & Re-vegetation
                          
                          $
                          10,000Total
                          
                          $
                          550,000TOTAL COST PHASE 1
                          
                          $
                          650,000




The
initial work program (Phase 1) for the Searchlight Claims will focus on analysis
of surface samples to determine the best method to extract precious metals from
this material for the drill program.  Extraction tests on several COC
surface samples are in progress at Arrakis.  After this work is
completed, an 18-hole drill program will be undertaken by independent engineers
to determine the tonnage and extractable grades from the
property.  Should these results prove favorable, then Phase 2 will
consist of infill drilling, bulk sampling and pilot leach tests to determine the
commercial feasibility of the project.  The scope and cost of Phase 2
will be determined after Phase 1 is complete.




During
the year ended December 31, 2005, metallurgical studies have been performed on
the Searchlight Project site. Chain of custody (COC) surface samples and bulk
samples (6 tons) have been taken from the project area by Arrakis,
Inc.  Metallurgical and analytical analysis on the samples has begun
and results are expected in the second quarter of 2006. Once the results from
the aforementioned analysis are reviewed, the next steps on the project will
begin.  These steps may include a drilling program on the claim area
(we are permitted for 18 drill holes), more bulk testing (we are permitted for a
36 acre pit), surface sampling, and metallurgical analysis.


27




Clarkdale
Slag Project




Our
current plan of operation is to continue to conduct drilling and sampling
activities on the slag pile located on the Clarkdale Slag Project site in order
to assess whether the slag possesses mineral inventory capable of commercial
extraction.  In the fall of 2005, drilling commenced on the Clarkdale
Slag Project under the chain-of-custody (COC) of Mountain States R&D
International Inc. (“MSRDI”).  A total of 9 holes and 675 feet were
drilled.  Sample preparation and analysis of the initial drill hole
material has begun and is also being done under COC by
MSRDI.  Metallurgical and analytical analysis on the samples was
received in March and April 2006. MSRDI performed the copper, zinc, and iron
analysis using the fusion assay method, followed by atomic absorption
(AA).  Gold analysis was performed by Arrakis, Inc. (“Arrakis”), under
the chain-of-custody of MSRDI, using 4-acid total digestion followed by graphite
furnace atomic absorption (GFAA).  Ten foot interval assays for
SD1-SD6 as well as assays from SD-7, SD-11 and SD-12 are currently being
prepared by MSRDI and are expected to follow, along with silver (Ag) assays for
each drill hole.




We intend
to resume the drilling program following the receipt and analysis of the final
results from the first nine drill holes. Once the results from the drill program
are fully analyzed, planning for the next steps on the project will
begin.  These next steps may include more drilling, analytical work,
and testing of material on a larger scale (such as a test plant).  At
such time that we deem appropriate, the Bankable Feasibility Study will be
undertaken.




The
Mineral Inventory Study (Phase 1) will include drilling to verify the grade and
reserves.  The Bankable Feasibility Study (Phase 2) will include
additional metallurgical tests and a two ton per hour test module to confirm the
plant design.  Once this work is completed, construction and start Up
(Phase 3) is estimated to take one year.




Preliminary
capital costs and estimated operating profits for both the initial 2,000 ton per
day operation and the expansion to 4,000 ton per day operation are estimated as
follows:




CAPITAL
      COSTS
                    
                    ($)Phase 1
                    Property
      Payments
                    
                    $
                    500,000Mineral
      Inventory Study
                    
                    $
                    500,000Phase 2
                    Bankable
      Feasibility Study
                    
                    $
                    3,000,000Phase 3
                    Construction
      & Start UpPlant
      Construction & Related Costs
                    
                    $
                    15,200,000Property
      Payments
                    
                    $
                    6,500,000Working
      Capital
                    
                    $
                    5,300,000Total Capital
      Costs
                    
                    $
                    31,000,000


28




Cash
Requirements




Our
estimated expenses for the next twelve months are as follows:




EXPENSE
                        
                        
                        
                        
                        COST ($)Administrative
      Expenses
                        
                        
                        
                        
                        $
                        200,000Legal and Accounting
      Expenses
                        
                        
                        
                        
                        $
                        100,000Consulting
      Services
                        
                        
                        
                        
                        $
                        100,000Clarkdale Slag
      Project-
      Property Payments
                        
                        $
                        500,000-
      Mineral Inventory Study
                        
                        $
                        500,000-
      OPCO Payment/Feasibility Study
                        
                        $
                        3,000,000Total Clarkdale Slag
      Project
                        
                        
                        
                        
                        
                        $
                        4,000,000Searchlight Gold
      Project-
      Sampling and Testing
                        
                        $
                        100,000-
      Drill Program
                        
                        $
                        550,000Total Searchlight Gold
      Project
                        
                        
                        
                        
                        
                        $
                        650,000TOTAL
                        
                        
                        
                        
                        
                        $
                        5,050,000




We
recorded a net operating loss before income taxes of $627,988 for the quarter
ended March 31, 2006 and have an accumulated deficit of $5,812,674 since
inception.  As at the date of this Quarterly Report we had cash of
approximately $1,526,693 and for the next twelve months, management anticipates
that the minimum cash requirements to fund our proposed exploration program and
our continued operations will be $5,050,000.  Accordingly, we do not
have sufficient funds to meet our planned expenditures over the next twelve
months and will need to seek additional financing to meet our planned
expenditures. See “Future Financings”, below.




RESULTS
OF OPERATIONS





Summary
of Quarterly Results





Three
      Months Ended March 31Percentage2006
                        
                        
                        2005
                        
                        
                        Increase
      / (Decrease)(restated)Revenue
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        
                        —Operating
      Expenses
                        
                        
                        (627,988
                        )
                        
                        
                        (161,480
                        )
                        
                        
                        288.9
                        %Income
      Tax Benefit
                        
                        
                        280,614
                        
                        
                        
                        —
                        
                        
                        
                        n/aGain
      from Discontinued Operations
                        
                        
                        —
                        
                        
                        
                        24,148
                        
                        
                        
                        (100.0
                        )%Net
      Loss
                        
                        $
                        (347,374
                        )
                        
                        $
                        (137,332
                        )
                        
                        
                        152.9
                        %




Revenue




We are
presently in the exploration stage of our business, have not earned any revenues
to date, and do not anticipate earning revenues until such time as we enter into
commercial production of the Clarkdale Slag Project, the Searchlight Claims or
other mineral properties we may acquire from time to time.


29




Operating
Expenses




Our
operating expenses for the quarters ended March 31, 2006 and March 31, 2005 are
outlined in the table below:




Three Months Ended March 31Percentage2006
                      
                      
                      2005
                      
                      
                      Increase / (Decrease)(restated)Mining
      exploration and evaluation expenses
                      
                      $
                      278,744
                      
                      
                      $
                      —
                      
                      
                      
                      n/aMining
      exploration  and evaluation expenses – related
      party
                      
                      
                      123,750
                      
                      
                      
                      —
                      
                      
                      
                      n/aGeneral
      and administrative
                      
                      
                      224,701
                      
                      
                      
                      161,480
                      
                      
                      
                      39.2
                      %Depreciation
                      
                      
                      793
                      
                      
                      
                      —
                      
                      
                      
                      n/aTotal
      Operating Expenses
                      
                      $
                      627,988
                      
                      
                      $
                      161,480
                      
                      
                      
                      288.9
                      %




We
incurred operating expenses in the amount of $627,988 for the quarter ended
March 31, 2006 as compared to $161,480 for the quarter ended March 31,
2005.  Operating expenses for the quarter ended March 31, 2006
increased by 288.9% as compared to the comparable period in 2005 largely due to:
(i) increased mineral exploration expenses in connection with the acquisition of
our interest in the Clarkdale Slag Project and Searchlight Project due to the
fact that we re-organized our business into that of a mining and exploration
company; and (ii) increased general and administrative expenses due to increased
professional fees associated with the completion of our private placements, the
preparation of our registration statement on Form SB-2 and compliance with our
reporting obligations under the Exchange Act.




Liquidity
and Financial Condition





Working
Capital


PercentageAt March 31, 2006
                      
                      
                      At December 31,
                        2005
                      
                      
                      Increase /
                        (Decrease)(restated)Current
      Assets
                      
                      $
                      1,528,691
                      
                      
                      $
                      705,856
                      
                      
                      
                      116.6
                      %Current
      Liabilities
                      
                      
                      (1,230,903
                      )
                      
                      
                      (1,178,123
                      )
                      
                      
                      4.5
                      %Working
      Capital Surplus (Deficit)
                      
                      $
                      297,788
                      
                      
                      $
                      (472,267
                      )
                      
                      
                      163.1
                      %





Cash
Flows


Three Months
                        Ended
                      
                      
                      Three Months
                        EndedMarch 31, 2006
                      
                      
                      March 31, 2005(restated)Cash
      Flows used in Operating Activities
                      
                      $
                      (561,413
                      )
                      
                      $
                      (27,069
                      )Cash
      Flows used in Investing Activities
                      
                      
                      —
                      
                      
                      
                      (19,572
                      )Cash
      Flows from Financing Activities
                      
                      
                      1,382,250
                      
                      
                      
                      100,000Net
      Increase in Cash During Period
                      
                      $
                      820,837
                      
                      
                      $
                      53,359




The
increase in our working capital surplus of $297,788 as at March 31, 2006 as
compared to a working capital deficit of $472,267 as at December 31, 2005 was
primarily due to the increase in cash flows from financing activities of
$1,397,250 from private placements of our securities completed during the
quarter ended March 31, 2006.




Future
Financings




Our
plan of operation calls for significant expenses in connection with the
exploration of the Searchlight Claims and drilling and sampling activities on
the Clarkdale Slag Project which will require us to obtain additional
financing.  We recorded a net operating loss before income taxes of
$627,988 for the quarter ended March 31, 2006 and have an accumulated deficit of
$5,812,674 since inception. As at the date of this Quarterly Report we had cash
of approximately $1,526,693 and for the next twelve months, management
anticipates that the minimum cash requirements to fund our proposed exploration
program and our continued operations will be $5,050,000. Accordingly we do not
have sufficient funds to meet our planned expenditures over the next twelve
months and will need to seek additional financing to meet our planned
expenditures.


30




Obtaining
additional financing would be subject to a number of factors, including the
market prices for the mineral property and gold.  These factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.  Since our inception, we have used our common stock to raise
money for our operations and for our property acquisitions.  We have
not attained profitable operations and are dependent upon obtaining financing to
pursue our plan of operation.  For these reasons, our independent
auditors believe there exists a substantial doubt about our ability to continue
as a going concern.




Off-Balance
Sheet Arrangements




None.




Critical
Accounting Policies




We have
identified certain accounting policies, described below, that are the most
important to the portrayal of our current financial condition and results of
operations.




Use
of Estimates




In
preparing the financial statements in conformity with accounting principles
generally accepted in the United States, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities at the date of the
financial statements and revenues and expenses during the reported period.
Actual results could differ from these estimates.




Property
and Equipment




Property
and equipment is stated at cost less accumulated
depreciation.  Depreciation is provided principally on the
straight-line method over the estimated useful lives of the assets, which are
generally 3 to 39 years.  The cost of repairs and maintenance is
charged to expense as incurred.  Expenditures for property betterments
and renewals are capitalized.  Upon sale or other disposition of a
depreciable asset, cost and accumulated depreciation are removed from the
accounts and any gain or loss is reflected in other income
(expense).




We
periodically evaluate whether events and circumstances have occurred that may
warrant revision of the estimated useful lives of property and equipment or
whether the remaining balance of property and equipment should be evaluated for
possible impairment.  If events and circumstances warrant evaluation,
we use an estimate of the related undiscounted cash flows over the remaining
life of the property and equipment in measuring their
recoverability.




Mineral
Rights




We
capitalize acquisition and option costs of mineral property
rights.  The amount capitalized represents fair value of the mineral
rights acquired.




We
capitalize acquisition and option costs of mineral rights as tangible assets in
accordance with Emerging Issues Task Force abstract 04-02 (“EITF 04-02”),
“Whether Mineral Rights are Tangible or Intangible Assets and Related
Issues”.  Upon commencement of commercial production, the mineral
rights will be amortized using the unit-of-production method over the life of
the mineral rights.  If we do not continue with exploration after the
completion of the feasibility study, the mineral rights will be expensed at that
time.  We evaluate the carrying value of capitalized mining costs and
related property and equipment costs, to determine if these costs are in excess
of their recoverable amount whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable.  The periodic
evaluation of carrying value of capitalized costs and any related property and
equipment costs are based upon expected future cash flows and/or estimated
salvage value in accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, “Accounting for Impairment or Disposal of Long-Lived
Assets.”




31




RISKS
AND UNCERTAINTIES




We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease exploration activities and
if we do not obtain additional financing, our business will fail.




We were
incorporated in January 12, 1999 and, since that time, were engaged in the
business of biotechnology research and development.  In February,
2005, we restructured our business to that of mineral exploration.  We
have no exploration history upon which an evaluation of our future success or
failure can be made.  Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:




·
            our
      ability to locate a profitable mineral property;
  and




·
            our
      ability to generate revenues from such mineral
  property.




Our
plan of operation calls for significant expenses in connection with the
exploration of the Searchlight Claims and drilling and sampling activities on
the Clarkdale Slag Project, which will require us to obtain additional
financing.  We recorded a net operating loss before income taxes of
$627,988 for the quarter ended March 31, 2006 and have an accumulated deficit of
$5,812,674 since inception.  As at March 31, 2006, we had cash of
$1,526,693 and for the next twelve months, management anticipates that the
minimum cash requirements to fund our proposed exploration program and our
continued operations will be $5,050,000.  Accordingly we do not have
sufficient funds to meet our planned expenditures over the next twelve months
and will need to seek additional financing to meet our planned
expenditures.




Obtaining
additional financing would be subject to a number of factors, including the
market prices for the mineral property and base and precious
metals.  These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us.  Since our
inception, we have used our common stock to raise money for our operations and
for our property acquisitions.  We have not attained profitable
operations and are dependent upon obtaining financing to pursue our plan of
operation.  For these reasons, our independent auditors believe that
there exists a substantial doubt about our ability to continue as a going
concern.




Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.




You
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such
enterprises.  The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake.  These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.  The expenditures to be
made by us in the exploration of the mineral claim may not result in the
discovery of mineral deposits.  If funding is not available, we may be
forced to abandon our operations.




Because
we anticipate our operating expenses will increase prior to our earning
revenues, we may never achieve profitability.




Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues.  We therefore
expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate significant revenues from the exploration of
the Searchlight Claims or the Clarkdale Slag Project, we will not be able to
earn profits or continue operations.  There is no history upon which
to base any assumption as to the likelihood that we will prove successful, and
we can provide no assurance that we will generate any revenues or ever achieve
profitability.  If we are unsuccessful in addressing these risks, our
business will most likely fail.


32


Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability or damages as we conduct our business.




The
search for valuable minerals involves numerous hazards.  As a result,
we may become subject to liability for such hazards, including pollution and
other hazards against which we cannot insure or against which we may elect not
to insure.  At the present time, we have no coverage to insure against
these hazards. The payment of such liabilities may have a material adverse
effect on our financial position.




If
we are unable to achieve economic re-processing of minerals from our Clarkdale
Slag Project, then our financial condition and our revenues will be adversely
affected.




We are
currently undertaking drilling and sampling activities on the Clarkdale Slag
Project site in order to assess whether the slag possesses a mineral inventory
capable of commercial extraction.  Once the results from the drill
program are fully analyzed, we intend to undertake the next steps on the
project.  These next steps may include more drilling, analytical work,
and testing of material on a larger scale (such as a test plant). At such time
that we deem appropriate, a bankable feasibility study will be
undertaken.  There is no assurance that actual recoveries of base and
precious metals or other minerals re-processed from the slag pile will be
economically feasible.  If metal recoveries are less than projected,
then our metal sales will be less than anticipated and may not equal or exceed
the cost of mining and recovery in which case our operating results and
financial conditions will be adversely affected.




We
have no known mineral reserves and, if we cannot find any, we will have to cease
operations.




We have
no mineral reserves.  Mineral exploration is highly
speculative.  It involves many risks and is often
non-productive.  Even if we are able to find mineral reserves on our
property our production capability is subject to further risks
including:




·
            Costs
      of bringing the property into production including exploration work,
      preparation of production feasibility studies, and construction of
      production facilities, all of which we have not budgeted
    for;




·
            Availability
      and costs of financing;




·
            Ongoing
      costs of production; and




·
            Environmental
      compliance regulations and
restraints.




The
marketability of any minerals acquired or discovered may be affected by numerous
factors which are beyond our control and which cannot be accurately predicted,
such as market fluctuations, the lack of milling facilities and processing
equipment near the Searchlight Claims, the success of our drilling and sampling
activities on the Clarkdale Slag Project and such other factors as government
regulations, including regulations relating to allowable production, exporting
of minerals, and environmental protection.  If we do not find a
mineral reserve or define a mineral inventory containing gold, silver, copper,
zinc or iron or if we cannot explore the mineral reserve, either because we do
not have the money to do it or because it will not be economically feasible to
do it, we will have to cease operations and investors will lose their
investment.




As
we undertake exploration of our mineral claims, we will be subject to compliance
with government regulation that may increase the anticipated cost of our
exploration program.




There are
several government regulations that materially restrict mineral
exploration.  We are required to obtain work permits, post bonds and
perform remediation work for any physical disturbance to the land in order to
comply with these laws.  If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that
stage.  Examples of regulatory requirements include:


33




(a)
            Water
      discharge will have to meet drinking water standards;(b)
            Dust
      generation will have to be minimal or otherwise
    re-mediated;(c)
            Dumping
      of material on the surface will have to be re-contoured and re-vegetated
      with natural vegetation;(d)
            An
      assessment of all material to be left on the surface will need to be
      environmentally benign;(e)
            Ground
      water will have to be monitored for any potential
      contaminants;(f)
            The
      socio-economic impact of the project will have to be evaluated and, if
      deemed negative, will have to be re-mediated; and(g)
            There
      will have to be an impact report of the work on the local fauna and flora
      including a study of potentially endangered
  species.




There is
a risk that new regulations could increase our costs of doing business and
prevent us from carrying out our exploration program.  We will also
have to sustain the cost of reclamation and environmental remediation for all
exploration work undertaken.  Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible.  Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual
permits.  Reclamation is the process of bringing the land back to its
natural state after completion of exploration
activities.  Environmental remediation refers to the physical activity
of taking steps to remediate, or remedy, any environmental damage
caused.  The amount of these costs is not known at this time as we do
not know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program.  If remediation costs
exceed our cash reserves we may be unable to complete our exploration program
and have to abandon our operations.




We
may conduct further offerings in the future in which case your shareholdings
will be diluted.




Since our
inception, we have relied on equity sales of our common stock to fund our
operations.  We may conduct further equity offerings in the future to
finance our current projects or to finance subsequent projects that we decide to
undertake.  If common stock is issued in return for additional funds,
the price per share could be lower than that paid by our current
stockholders.  We anticipate continuing to rely on equity sales of our
common stock in order to fund our business operations.  If we issue
additional stock, investors’ percentage interest in us will be
lower.  This condition is often referred to as
"dilution".  The result of this could reduce the value of investors’
stock.




Because
our stock is a penny stock, stockholders will be more limited in their ability
to sell their stock.




The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks.  Penny stocks are generally equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system.


34


Because
our securities constitute "penny stocks" within the meaning of the rules, the
rules apply to us and to our securities.  The rules may further affect
the ability of owners of shares to sell our securities in any market that might
develop for them.  As long as the trading price of our common stock is
less than $5.00 per share, the common stock will be subject to Rule 15g-9 under
the Exchange Act.  The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:




1.
            contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary trading;2.
            contains
      a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other requirements of securities
      laws;3.
            contains
      a brief, clear, narrative description of a dealer market, including bid
      and ask prices for penny stocks and the significance of the spread between
      the bid and ask price;4.
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;5.
            defines
      significant terms in the disclosure document or in the conduct of trading
      in penny stocks; and6.
            contains
      such other information and is in such form, including language, type, size
      and format, as the SEC shall require by rule or
  regulation.




The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the penny stock
rules require that, prior to a transaction in a penny stock not otherwise exempt
from those rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a written suitability statement.  These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.




ITEM 3.
CONTROLS AND PROCEDURES.




NOTE:
This Item 3. Controls and Procedures has been updated to reflect the restatement
of our 2005 and 2006 financial statements, as discussed above in the
Introductory Explanatory Note and in Item 2 under the section heading
“Restatements.”





Evaluation
of Disclosure Controls and Procedures





This Quarterly Report on Form
10-Q/A presents a restatement of the financial statements for the covered
period. In connection with this amendment to our Quarterly Report for the
period ended March 31, 2006, our management reevaluated the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act of 1934, as amended (the “Exchange Act”)) as of
the end of the period covered by this report.





Subsequently,
we discovered material weaknesses in our internal control over financial
reporting. For this reason, in reevaluating the adequacy of our disclosure
controls and procedures as of the end of the period covered by this report, our
management has determined that our disclosure controls and procedures were not
adequate.  In assessing whether our disclosure controls and procedures
were effective as of March 31, 2006, management considered the impact of the
restatement to our interim financial statements for the 3 month period ended
March 31, 2006, as outlined in Item 2, as well as our control
environment.





Our management is responsible for
establishing and maintaining an adequate system of disclosure controls and
procedures designed to provide reasonable assurance that the information
required to be disclosed by us in reports that we file and submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Disclosure controls also are
designed to reasonably assure that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. Disclosure controls include components of internal control over
financial reporting, which consists of control processes designated to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with United States generally
accepted accounting principles.





Based
on the reevaluation, our management has concluded that the lack of a qualified
Chief Financial Officer, as well as the lack of adequate additional research
materials and support staff, represented material weaknesses in our disclosure
controls and procedures as of March 31, 2006.




In
addition, our management has concluded that management’s failure to consult an
outside expert regarding the initial accounting for certain complex
transactions  also represented material weaknesses in our disclosure
controls and procedures as of March 31, 2006.  Such complex
transactions included:




·
            capital
      asset acquisitions; and




·
            accounting
      for income taxes.




The internal control deficiencies
associated with capital asset acquisitions related to the acquisition accounting
method used to record the share issuances made to acquire the Searchlight
Claims, the issuance of warrants in connection with the assignment of the option
for the Clarkdale Slag Project, and the internal control deficiencies associated
with accounting for income taxes related to the purchase accounting treatment of
the share issuances made to acquire the Searchlight Claims, the issuance of
warrants in connection with the assignment of the option for the Clarkdale Slag
Project, and the resultant computation of future deferred income tax liability
assumed.





Accordingly, our management has
concluded that our disclosure controls and procedures were not effective as of
March 31, 2006to
provide reasonable assurance that information required to be disclosed by us in
the reports that we file is recorded, processed, and summarized within the
appropriate periods.


35





Changes in Internal Controls
over Financial Reporting





While no changes to our disclosure
controls and procedures were made to rectify the material weaknesses during the
period covered by this report because such weaknesses were not known at that
time, subsequently, on June 14, 2006, we remediated one weakness in part by
appointing Melvin L. Williams as our Chief Financial Officer. Mr. Williams has
extensive U.S. GAAP experience, a B.B.A. in Business Administration from the
University of Oregon, and has been a CPA in the State of Nevada since
1989.





In addition, subsequent to this
period we remediated the weakness of management’s failure to consult an outside
expert in part by appointing an independent director who will participate in the
review our internal controls and who has been appointed to our audit
committee.We also have
consulted with a third party financial consultant who has assisted in our
restatement regarding our capital acquisition and accounting for income
taxes.  Management has:





·
            completed
      a review and updated risk assessment of all of our financial controls and
      procedures;




·
            provided
      additional training of financial
staff;




·
            purchased
      additional research materials and
services;




·
            shortened
      the financial closing process to allow more time for a thorough
      review;




·
            reviewed
      and instituted controls for each weakness;
  and




·
            adopted
      a policy to consult outside experts on complex accounting
      issues.


36




PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS.




None.




ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.




Since the
last fiscal year ended December 31, 2005, we completed the sales of the
following securities that were not registered pursuant to the Securities Act of
1933 (the “Securities Act”):




1.
            On
      January 18, 2006, we closed the private placement of 39 units at a price
      of $45,000 per unit to raise gross proceeds of $1.755 Million (the
      “January 2006 Private Placement”).  The January 2006 Private
      Placement units were issued to accredited investors resident in the United
      States pursuant to Regulation D of the Securities Act.  Each
      unit consisted of 100,000 shares of the Company’s common stock, 100,000
      share purchase warrants with each warrant entitling the subscriber to
      purchase one additional share for a period of two years from the closing
      of the January 2006 Private Placement at an exercise price equal to $0.65
      per share.  The securities were sold on a best efforts agency
      basis by S&P Investors, Inc. (the "Agent").  In connection
      with the January 2006 Private Placement, the Agent received a fee of
      $87,750 and warrants to purchase 390,000 shares at a price of $0.65 per
      share for a period of two years from the closing of the January 2006
      Private Placement.  The sales were completed pursuant to Rule
      506 of Regulation D of the Securities Act.  All securities
      issued were endorsed with a restrictive legend confirming that the
      securities cannot be resold without registration under the Securities Act
      or an applicable exemption from the registration requirements of the
      Securities Act.2.
            On
      February 9, 2006 we issued a total of 1,225,000 shares of our common stock
      and warrants to purchase an additional 608,000 shares of our common stock
      exercisable at a price of $0.625 until June 1, 2006 to subscribers of our
      three private placements completed in September, 2005 (the “September 2005
      Private Placements”).  Pursuant to the terms of each of the
      September 2005 Private Placements, subscribers received non-transferable
      warrants (the “Penalty Units”) exercisable into 1/10thof a unit issued in the September 2005 Private Placements for no
      additional consideration if a registration statement on Form SB-2 (the
      “Registration Statement”) registering the resale of the units issued
      pursuant to the September 2005 Private Placements was not declared
      effective by the SEC within four months and one day after the closing of
      the September 2005 Private Placements (the “Filing
      Deadline”).  Searchlight’s Registration Statement was not
      declared effective by the SEC before the Filing Deadline and, as a result,
      we issued the Penalty Units to the subscribers of the September 2005
      Private Placements.  The issuances were completed pursuant to
      Rule 506 of Regulation D of the Securities Act for US subscribers and
      Regulation S of the Securities Act for non-US subscribers.  All
      securities issued were endorsed with a restrictive legend confirming that
      the securities cannot be resold without registration under the Securities
      Act or an applicable exemption from the registration requirements of the
      Securities Act.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES.




None.




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




None.


37




ITEM
5. OTHER INFORMATION.




On April
7, 2006, the Board of Directors of Searchlight adopted our 2006 Stock Option
Plan (the "Plan"). Under the terms of the Plan, options to purchase up to
40,000,000 shares of our common stock that may be granted to our employees,
officers, directors, and eligible consultants of Searchlight.  The
Plan provides that the option price be the fair market value of the stock at the
date of grant as determined by the Board of Directors. Options granted become
exercisable and expire as determined by the Board of Directors.  The
maximum aggregate number of shares of our common stock that may be optioned and
sold under the Plan will be increased effective the first day of each of our
fiscal quarters, beginning with the fiscal quarter commencing July 1, 2006, by
an amount equal to the lesser of: (i) 15% of the total increase in the number of
shares of common Stock outstanding during the previous fiscal quarter; or (ii) a
lesser number of shares of common stock as may be determined by the board of
Searchlight.




ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K.




The
following exhibits are either provided with this Quarterly Report on Form 10-Q/A
or are incorporated herein by reference:




ExhibitNumber
            
            Description of Exhibits3.1
            
            Articles
      of Incorporation of L.C.M. Equity, Inc.(1)3.2
            
            Bylaws
      of L.C.M. Equity, Inc.(1)3.3
            
            Articles
      of Incorporation of Uscribble.(1)3.4
            
            Certificate
      of Amendment to Articles of Incorporation – name change to “Regma Bio
      Technologies Limited.”(3)3.5
            
            Certificate
      of Amendment to Articles of Incorporation – name change to “Phage
      Genomics, Inc.”(6)3.6
            
            Certificate
      of Amendment to Articles of Incorporation – name change to “Searchlight
      Minerals Corp.”(12)3.7
            
            Certificate
      of Change to Authorized Capital Pursuant to NRS 78.209(13)3.8
            
            Amended
      Bylaws dated July 22, 2005.(9)3.9
            
            Amended
      Bylaws dated August 9, 2005. (12)4.1
            
            Specimen
      Stock Certificate.(1)10.1
            
            Acquisition
      Agreement.(2)10.2
            
            2002
      Nonqualified Stock Option Plan.(4)10.3
            
            2003
      Nonqualified Stock Option Plan.(5)10.4
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp.,
      Kiminco Inc.,  Pass Minerals Inc., Debra L. Matheson, and Pilot
      Plant Inc. dated February 8, 2005.(8)10.5
            
            Letter
      Agreement between Phage Genomics Inc., Searchlight Minerals Corp., K. Ian
      Matheson, and Pilot Plant Inc. dated February 8, 2005.(8)10.6
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp., K. Ian
      Matheson, and Bear Dog Mines Inc. dated February 8, 2005.(8)10.7
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp., K. Ian
      Matheson, and Gold Hunter Inc. dated February 8, 2005.(8)10.8
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp.,
      Kiminco Inc., Pass Minerals Inc., Michael D. Anderson, Farrell Drozd,
      Michael I. Matheson, and Pass Minerals Inc. dated February 8, 2005.(8)10.9
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp., K. Ian
      Matheson, and Britti Gold Inc. dated February 8, 2005.(8)10.10
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp.,
      Kiminco Inc., Pass Minerals Inc., Michael D. Anderson, Geosearch Inc.,
      Patrick I. Matheson, and Geotech Mining Inc. dated February 8, 2005.(8)10.11
            
            Letter
      Agreement between Phage Genomics, Inc., Searchlight Minerals Corp.,
      Kiminco Inc., Pass Minerals Inc., and Gold Crown Inc. dated February 8,
      2005.(8)10.12
            
            Engagement
      Letter dated June 17, 2005 between Searchlight Minerals Corp. and Clarion
      Finanz AG.(10)10.13
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc. and Pilot Plant Inc.(10)10.14
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc. and Bear Dog Mines Inc.(10)10.15
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc. and Gold Hunter Inc.(10)


38





10.16
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc., Pass Minerals Inc., Michael D.
      Anderson, Farrell Drozd and Michael I. Matheson.(10)10.17
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc. and Britti Gold Inc.(10)10.18
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc., Geotech Mining Inc., Michael D.
      Anderson, Geosearch Inc. and Patrick B. Matheson.(10)10.19
            
            Extension
      Agreement dated effective June 22, 2005 among Searchlight, K. Ian
      Matheson, Searchlight Minerals, Inc. and Gold Crown Minerals Inc.(10)10.20
            
            Assignment
      Agreement dated for reference June 1, 2005 between Searchlight Minerals
      Corp. and Nanominerals Corp.(11)10.21
            
            Engagement
      Letter dated May 9, 2005 between Searchlight Minerals Corp. and Dominick
      & Dominick Securities Inc. (12)10.22
            
            First
      Amendment to Assignment Agreement between Nanominerals Corp. and
      Searchlight Minerals Corp. dated August 31, 2005.(15)10.23
            
            Second
      Amendment to Assignment Agreement between Nanominerals Corp. and
      Searchlight Minerals Corp. dated October 24, 2005.(14)10.24
            
            Agency
      Agreement between Searchlight Minerals Corp. and Dominick & Dominick
      Securities Inc. dated September 1, 2005. (18)10.25
            
            Office
      Suite Lease Agreement between Burnett & Williams Executive Suites and
      Searchlight Minerals Corp. dated September 6, 2005.(15)10.26
            
            Finders’
      Fee Agreement between Searchlight Minerals Corp. and S&P Investors,
      Inc. dated December 7, 2005.(16)10.27
            
            Employment
      Agreement between Searchlight Minerals Corp. and Carl S. Ager dated as of
      January 1, 200.6(17)10.28
            
            Employment
      Agreement between Searchlight Minerals Corp. and Ian R. McNeil dated as of
      January 1, 2006.(17)10.29
            
            2006 Stock Option Plan.*14.1
            
            Code
      of Ethics.(7)31.1
            
            Certification of Chief Executive Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            
            Certification of Chief Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certification of Chief Executive Officer and
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.3
            
            Audit
      Committee Charter.(7)99.4
            
            Disclosure
      Committee Charter.(7)




Notes:




(1)
            Filed
      with the SEC as an exhibit to our Registration Statement on Form 10-SB
      originally filed on July 7, 2000.(2)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on
      November 13, 2001.(3)
            Filed
      with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on
      April 1, 2002.(4)
            Filed
      with the SEC as an exhibit to our Form S-8 Registration Statement filed on
      April 10, 2002.(5)
            Filed
      with the SEC as an exhibit to our Form S-8 filed on June 30,
      2003.(6)
            Filed
      with the SEC as an exhibit to our Form 8-K filed on December 22,
      2003;(7)
            Filed
      with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on
      April 13, 2004.


39





(8)
            Filed
      with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on
      April 15, 2005.(9)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on July
      29, 2005.(10)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on June
      24, 2005.(11)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on June
      16, 2005.(12)
            Filed
      with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on
      August 22, 2005.(13)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on
      October 14, 2005.(14)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on
      October 28, 2005.(15)
            Filed
      with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on
      November 21, 2005.(16)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on
      December 13, 2005.(17)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on
      March 2, 2006.(18)
            Filed
      with the SEC as an exhibit to our Registration Statement on Form SB-2
      originally filed on April 3, 2006.*
            Filed
      with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on
      May 15. 2006.




REPORTS
ON FORM 8-K




Since the
beginning of our fiscal quarter ended March 31, 2006, we have filed the
following Current Reports on Form 8-K to date:




Date of Report
                  on Form 8-K
                  (YYYY/MM/DD)
                
                Date of
      Filing
                  with the
SEC
                  (YYYY/MM/DD)
                
                Description of the Form
      8-K2006/01/18
                
                2006/01/31
                
                Disclosure
      of private placement of 39 units at a price of $45,000 per unit to raise
      gross proceeds of US$1.755 Million2006/02/21
                
                2006/03/02
                
                Disclosure
      of employment agreements entered into by Searchlight with Ian McNeil and
      Carl Ager.2006/03/07
                
                2006/03/08
                
                Disclosure
      of drilling results of Clarkdale Slag
Project


40




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.




SEARCHLIGHT MINERALS
      CORP.Date:
            July
      6, 2009
            By:
            /s/ Ian R.
      McNeilIAN R.
      McNEILPresident
      and Chief Executive Officer(Principal
      Executive Officer )Date:
            July
      6, 2009
            By:
            /s/ Melvin L.
      WilliamsMELVIN L.
      WILLIAMSChief
      Financial Officer(Principal
      Financial Officer )


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