---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

x Quarterly Report
  pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
  For the quarterly period ended June 30, 2005

 ̈ Transition Report
  pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 
  For the transition period________ to ________

COMMISSION FILE NUMBER 000-30995

SEARCHLIGHT MINERALS CORP.
  (Name of small business issuer in its charter)

|NEVADA                                           | 98-0232244                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

|2215 Lucerne Circle                      |           
|---------------------------------------- | ----------
|Henderson, NV                            | 89104     
|(Address of principal executive offices) | (Zip Code)

|(702) 451-4981            | 
|------------------------- | 
|Issuer's telephone number | 

Phage Genomics, Inc.
  Former name, former address and former fiscal year, if changed since last report

Check whether the issuer: (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 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
  xNo  ̈

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of August
  16, 2005, the Issuer had 19,950,000 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ No x

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310(b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with generally accepted accounting
  principles. In the opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the six months ended June 30, 2005 are not necessarily
  indicative of the results that can be expected for the year ending December
  31, 2005.

As used in this Quarterly Report on Form 10-QSB, 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.

2

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|SEARCHLIGHT MINERALS CORP.              
|----------------------------------------
|(formerly known as PHAGE GENOMICS, INC.)
|(A DEVELOPMENT STAGE COMPANY)           
|BALANCE SHEET                           
|JUNE 30, 2005                           
|(UNAUDITED)                             

|ASSETS                                                     |   |            |  
|---------------------------------------------------------- | - | ---------- | -
|                                                           |   |            |  
|Current assets                                             |   |            |  
|Cash                                                       | $ | 5,660      |  
|Prepaid Expenses                                           |   | 2,000      |  
|Total current assets                                       |   | 7,660      |  
|                                                           |   |            |  
|                                                           |   |            |  
|Deposit on mineral property claims                         |   | 19,572     |  
|                                                           |   |            |  
|Total assets                                               | $ | 27,232     |  
|                                                           |   |            |  
|                                                           |   |            |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                      |   |            |  
|                                                           |   |            |  
|Current liabilities                                        |   |            |  
|Accounts payable                                           | $ | 892,401    |  
|Loan payable - related party                               |   | 390,430    |  
|Loan payable                                               |   | 170,000    |  
|Total current liabilities                                  |   | 1,452,831  |  
|                                                           |   |            |  
|Total liabilities                                          |   | 1,452,831  |  
|                                                           |   |            |  
|Commitments and contingencies                              |   | -          |  
|                                                           |   |            |  
|Stockholders' deficit                                      |   |            |  
|Common stock, $0.001 par value; 200,000,000
      shares   |   |            |  
|authorized, 19,150,000 shares
      issued and outstanding |   | 19,150     |  
|Additional paid-in capital                                 |   | 3,314,642  |  
|Accumulated other comprehensive loss                       |   | (145,434   | )
|Accumulated deficit during development stage               |   | (4,613,957 | )
|Total stockholders' deficit                                |   | (1,425,599 | )
|                                                           |   |            |  
|Total liabilities and stockholders' deficit                | $ | 27,232     |  

|See Accompanying Notes to Financial Statements
|----------------------------------------------
|F-1                                           

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|SEARCHLIGHT MINERALS CORP.                                     
|---------------------------------------------------------------
|(formerly known as PHAGE GENOMICS, INC.)                       
|(A DEVELOPMENT STAGE COMPANY)                                  
|STATEMENTS OF OPERATIONS                                       
|FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005
      AND 2004
|(UNAUDITED)                                                    

|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   | For the period from |  
|------------------------------------------------------ | - | -------------------------- | - | - | ------------------------ | - | - | ------------- | - | - | ------------- | - | - | ------------------- | -
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   | January 14, 2000    |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   | (Date of Inception) |  
|                                                       |   | For the Three Months Ended |   |   | For the Six Months Ended |   |   | Through       |  
|                                                       |   | June 30, 2005              |   |   | June 30, 2004            |   |   | June 30, 2005 |   |   | June 30, 2004 |   |   | June 30, 2005       |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Revenue                                                | $ | -                          |   | $ | -                        |   | $ | -             |   | $ | -             |   | $ | -                   |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Operating expenses                                     |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Research and development                               |   | -                          |   |   | 75,908                   |   |   | -             |   |   | 186,877       |   |   | 1,900,095           |  
|Mining exploration expenses                            |   | 49,606                     |   |   | -                        |   |   | 62,350        |   |   | -             |   |   | 62,350              |  
|General and administrative                             |   | 48,669                     |   |   | 10,667                   |   |   | 64,343        |   |   | 42,333        |   |   | 1,684,884           |  
|Stock based compensation                               |   | -                          |   |   | -                        |   |   | 453,933       |   |   | 2,196         |   |   | 466,516             |  
|Depreciation                                           |   | -                          |   |   | 3,459                    |   |   | -             |   |   | 8,972         |   |   | 235,174             |  
|Impairment loss on intangible assets                   |   | -                          |   |   | 20,002                   |   |   | -             |   |   | 20,002        |   |   | 173,234             |  
|Impairment loss on property and equipment              |   | -                          |   |   | -                        |   |   | -             |   |   | -             |   |   | 86,683              |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Total operating expenses                               |   | 98,275                     |   |   | 110,036                  |   |   | 580,626       |   |   | 260,380       |   |   | 4,608,936           |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Loss from operations                                   |   | (98,275                    | ) |   | (110,036                 | ) |   | (580,626      | ) |   | (260,380      | ) |   | (4,608,936          | )
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Other income (expense):                                |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Other income                                           |   | -                          |   |   | -                        |   |   | -             |   |   | -             |   |   | 282,142             |  
|Interest expense, net                                  |   | -                          |   |   | -                        |   |   | -             |   |   | -             |   |   | (300,000            | )
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Total other income (expense)                           |   | -                          |   |   | -                        |   |   | -             |   |   | -             |   |   | (17,858             | )
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Loss from operations before provision for income taxes |   | (98,275                    | ) |   | (110,036                 | ) |   | (580,626      | ) |   | (260,380      | ) |   | (4,626,794          | )
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Provision for income taxes                             |   | -                          |   |   | -                        |   |   | -             |   |   | -             |   |   | 12,837              |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Net loss                                               |   | (98,275                    | ) |   | (110,036                 | ) |   | (580,626      | ) |   | (260,380      | ) |   | (4,613,957          | )
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Loss per common share - basic and diluted:             |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Net loss                                               | $ | (0.01                      | ) | $ | (0.00                    | ) | $ | (0.02         | ) | $ | (0.00         | ) |   |                     |  
|                                                       |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Weighted average common shares outstanding -           |   |                            |   |   |                          |   |   |               |   |   |               |   |   |                     |  
|Basic and diluted                                      |   | 19,150,000                 |   |   | 54,150,000               |   |   | 27,078,177    |   |   | 54,150,000    |   |   |                     |  

|See Accompanying Notes to Financial Statements
|----------------------------------------------
|F-2                                           

---

|SEARCHLIGHT MINERALS CORP.              
|----------------------------------------
|(formerly known as PHAGE GENOMICS, INC.)
|(A DEVELOPMENT STAGE COMPANY)           
|STATEMENT OF STOCKHOLDERS' DEFICIT      
|(UNAUDITED)                             

|                                       |  |              |   |   |            |   |   |                 |  |   | Accumulated   |   |  |              |   |   | Accumulated    |   |   |            |  
|-------------------------------------- |  | ------------ | - | - | ---------- | - | - | --------------- |  | - | ------------- | - |  | ------------ | - | - | -------------- | - | - | ---------- | -
|                                       |  |              |   |   |            |   |   |                 |  |   | Other         |   |  |              |   |   | Deficit During |   |   | Total      |  
|                                       |  | Common Stock |   |   | Additional |   |   | Comprehensive   |  |   | Deferred      |   |  | Development  |   |   | Stockholders'  |  
|                                       |  | Shares       |   |   | Amount     |   |   | Paid-in Capital |  |   | Income (Loss) |   |  | Compensation |   |   | Stage          |   |   | Deficit    |  
|Balance, January 14, 2000              |  | -            |   | $ | -          |   | $ | -               |  |   |               |   |  |              |   | $ | -              |   | $ | -          |  
|Issuance of common stock               |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|(recapitalized)                        |  | 25,000,000   |   |   | 25,000     |   |   | -               |  |   |               |   |  |              |   |   | (24,999        | ) |   | 1          |  
|Effect of foreign currency translation |  | 0            |   |   | -          |   |   | -               |  |   | 3,059         |   |  | -            |   |   | -              |   |   | 3,059      |  
|Net loss                               |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | -            |   |   | (235,028       | ) |   | (235,028   | )
|Balance, December 31, 2000             |  | 25,000,000   |   |   | 25,000     |   |   | -               |  |   | 3,059         |   |  | -            |   |   | (260,027       | ) |   | (231,968   | )
|Issuance of common stock in            |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|reverse merger                         |  | 5,150,000    |   |   | 5,150      |   |   | -               |  |   |               |   |  |              |   |   | (5,150         | ) |   | -          |  
|Effect of foreign currency translation |  | 0            |   |   | -          |   |   | -               |  |   | (2,619        | ) |  | -            |   |   | -              |   |   | (2,619     | )
|Net loss                               |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | -            |   |   | (765,179       | ) |   | (765,179   | )
|Balance, December 31, 2001             |  | 30,150,000   |   |   | 30,150     |   |   | -               |  |   | 440           |   |  | -            |   |   | (1,030,356     | ) |   | (999,766   | )
|Capital contribution                   |  | -            |   |   | -          |   |   | 1,037,126       |  |   | -             |   |  | -            |   |   | -              |   |   | 1,037,126  |  
|Beneficial conversion feature          |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|associated with debt                   |  | -            |   |   | -          |   |   | 300,000         |  |   | -             |   |  | -            |   |   | -              |   |   | 300,000    |  
|Effect of foreign currency translation |  | -            |   |   | -          |   |   | -               |  |   | (70,248       | ) |  | -            |   |   | -              |   |   | (70,248    | )
|Net loss                               |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | -            |   |   | (1,179,396     | ) |   | (1,179,396 | )
|Balance, December 31, 2002             |  | 30,150,000   |   |   | 30,150     |   |   | 1,337,126       |  |   | (69,808       | ) |  | -            |   |   | (2,209,752     | ) |   | (912,284   | )
|Debt exchanged for common stock        |  | 24,000,000   |   |   | 24,000     |   |   | 1,176,000       |  |   | -             |   |  | -            |   |   | -              |   |   | 1,200,000  |  
|Deferred compensation                  |  | -            |   |   | -          |   |   | 12,583          |  |   | -             |   |  | (12,583      | ) |   | -              |   |   | -          |  
|Amortization of deferred               |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|compensation                           |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | 10,387       |   |   | -              |   |   | 10,387     |  
|Effect of foreign currency translation |  | -            |   |   | -          |   |   | -               |  |   | (50,755       | ) |  | -            |   |   | -              |   |   | (50,755    | )
|Net loss                               |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | -            |   |   | (1,233,117     | ) |   | (1,233,117 | )
|Balance, December 31, 2003             |  | 54,150,000   |   |   | 54,150     |   |   | 2,525,709       |  |   | (120,563      | ) |  | (2,196       | ) |   | (3,442,869     | ) |   | (985,769   | )
|Amortization of deferred               |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|compensation                           |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | 2,196        |   |   | -              |   |   | 2,196      |  
|Effect of foreign currency translation |  | -            |   |   | -          |   |   | -               |  |   | (109,982      | ) |  | -            |   |   | -              |   |   |            |  
|Net loss                               |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   | (590,462       | ) |   |            |  
|Net comprehensive loss                 |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | -            |   |   |                |   |   | (700,444   | )
|Balance, December 31, 2004             |  | 54,150,000   |   |   | 54,150     |   |   | 2,525,709       |  |   | (230,545      | ) |  | -            |   |   | (4,033,331     | ) |   | (1,684,017 | )
|Issuance of stock options for          |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|500,000 shares of common stock         |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|to two officers                        |  | -            |   |   | -          |   |   | 453,933         |  |   | -             |   |  | -            |   |   | -              |   |   | 453,933    |  
|Issuance of stock options for          |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|250,000 shares of common stock         |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|in satisfaction of debt                |  | -            |   |   | -          |   |   | 300,000         |  |   | -             |   |  | -            |   |   | -              |   |   | 300,000    |  
|Return and cancellation of             |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   |            |  
|35,000,000 shares of common stock      |  | (35,000,000  | ) |   | (35,000    | ) |   | 35,000          |  |   | -             |   |  | -            |   |   | -              |   |   | -          |  
|                                       |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   |                |   |   | -          |  
|Effect of foreign currency translation |  | -            |   |   | -          |   |   | -               |  |   | 85,111        |   |  |              |   |   |                |   |   |            |  
|Net loss                               |  |              |   |   |            |   |   |                 |  |   |               |   |  |              |   |   | (580,626       | ) |   |            |  
|Net comprehensive loss                 |  | -            |   |   | -          |   |   | -               |  |   | -             |   |  | -            |   |   |                |   |   | (495,515   | )
|Balance, June 30, 2005                 |  | 19,150,000   |   | $ | 19,150     |   | $ | 3,314,642       |  | $ | (145,434      | ) |  | $ -          |   | $ | (4,613,957     | ) | $ | (1,425,599 | )

|See Accompanying Notes to Financial Statements
|----------------------------------------------
|F-3                                           

---

|SEARCHLIGHT MINERALS CORP.                     
|-----------------------------------------------
|(formerly known as PHAGE GENOMICS, INC.)       
|(A DEVELOPMENT STAGE COMPANY)                  
|STATEMENTS OF CASH FLOWS                       
|FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
|(UNAUDITED)                                    

|                                                                    |   | For the Six Months Ended |  
|------------------------------------------------------------------- | - | ------------------------ | -
|                                                                    |   | June 30, 2005            |  
|                                                                    |   |                          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                |   |                          |  
|Net loss                                                            | $ | (580,626                 | )
|Adjustments to reconcile loss from operating                        |   |                          |  
|to net cash used in operating activities:                           |   |                          |  
|Depreciation                                                        |   | -                        |  
|Stock based
      expenses                                          |   | 453,933                  |  
|Impairment
      Loss                                               |   | -                        |  
|Write-off
      of fixed assets                                     |   | 1,349                    |  
|Changes in operating assets and liabilities:                        |   |                          |  
|Other current
      assets                                          |   | (2,000                   | )
|Accounts payable
      and accrued liabilities                      |   | (17,719                  | )
|                                                                    |   |                          |  
|Net cash used in operating activities                               |   | (145,063                 | )
|                                                                    |   |                          |  
|CASH FLOW FROM INVESTING ACTIVITIES                                 |   |                          |  
|Cash outlay for deposit on mineral property claims                  |   | (19,572                  | )
|Cash paid for intangible assets                                     |   | -                        |  
|                                                                    |   |                          |  
|Net cash used in investing activities                               |   | (19,572                  | )
|                                                                    |   |                          |  
|CASH FLOW FROM FINANCING ACTIVITIES                                 |   |                          |  
|Proceeds from borrowings from related party                         |   | -                        |  
|Proceeds from borrowings on loan payable                            |   | 170,000                  |  
|Loan repaid to related party                                        |   | -                        |  
|                                                                    |   |                          |  
|Net cash provided by financing activities                           |   | 170,000                  |  
|                                                                    |   |                          |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON CASH                    |   | -                        |  
|                                                                    |   |                          |  
|NET CHANGE IN CASH                                                  |   | 5,365                    |  
|                                                                    |   |                          |  
|CASH AT BEGINNING OF YEAR                                           |   | 295                      |  
|                                                                    |   |                          |  
|CASH AT END OF PERIOD                                               | $ | 5,660                    |  
|                                                                    |   |                          |  
|SUPPLEMENTAL INFORMATION                                            |   |                          |  
|                                                                    |   |                          |  
|Interest Paid                                                       | $ | -                        |  
|Income Taxes Paid                                                   | $ | -                        |  
|                                                                    |   |                          |  
|Non-cash financing activities:                                      |   |                          |  
|Stock options for common stock issued in
      satisfaction of debt | $ | 300,000                  |  

|See Accompanying Notes to Financial Statements
|----------------------------------------------
|F-4                                           

---

SEARCHLIGHT MINERALS CORP. 
  (formerly known as PHAGE GENOMICS, INC.) 
  (A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS
  (UNAUDITED)

1. 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, 2004 of Phage Genomics, Inc. (the "Company").

The interim financial statements present the balance sheet,
  statements of operations and cash flows of the Company. The financial statements
  have been prepared in accordance with accounting principles generally accepted
  in the United States.

The interim financial information is unaudited. In the opinion
  of management, all adjustments necessary to present fairly the financial position
  as of June 30, 2005 and the results of operations and cash flows presented herein
  have been included in the financial statements. All adjustments are considered
  normal and recurring in nature. Interim results are not necessarily indicative
  of results of operations for the full year.

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 revenues and expenses
  during the reporting period. Actual results could differ from those estimates.

Certain amounts in our prior period consolidated financial
  statements and notes have been reclassified to conform to the current period
  presentation.

In April 2005, the Company changed its name from Phage Genomics,
  Inc. to Searchlight Minerals Corp.

2. GOING CONCERN

Going concern - The Company incurred cumulative net
  losses of approximately $4,613,957 from operations as of June 30, 2005 and
  has not commenced its mining operations, rather, still in the development 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.

3. LOAN PAYABLE

As of June 30, 2005, loan payable totaling $170,000 consists
  of borrowings from an unrelated party which is unsecured, due on demand and
  bears no interest.

F-5

---

SEARCHLIGHT MINERALS CORP
  (formerly known as PHAGE GENOMICS, INC.)
  (A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS
  (UNAUDITED)

4. STOCKHOLDER'S DEFICIT

During the six months ended June 30, 2005, the Company's stockholders' activities
  consisted of the following:

| | (a) On February 10, 2005, the Company
        issued an irrevocable stock option to purchase 250,000 shares of the Company
        at $0.50 per share expiring on February 10, 2010 to settle the convertible
        debt balance of $300,000.                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) On February 10, 2005, the Company
        granted two directors an irrevocable stock option to purchase 250,000
        shares each of the Company at $0.50 per share expiring two years after
        the director resigns from the Company. The fair value under the Black-Scholes
        option pricing model totaled $453,933 which was recorded as an expense
        as of March 31, 2005.
| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) On February 11, 2005, 35,000,000 shares
        of the Company were returned to the Company and cancelled at its par value
        of $0.001 per share                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) On February 14, 2005, the Company
        cancelled all of the stock options that were outstanding as at December
        31, 2004.                                                                                                                                                                                                                                                              

5. MINING PROPERTY CLAIMS

On June 30, 2005, the board of directors approved completing
  the purchase of twenty (20) mineral claims located in Searchlight, Nevada for
  a total of 700,000 shares of its common stock which had not been issued as of
  June 30, 2005. The value of this purchase will total approximately $40,000
  or $2,000 per mineral claim.

6. JOINT VENTURE AGREEMENT

On June 1, 2005, the Company entered into an Assignment Agreement
  with Nanominerals Corp. ("NMC") for the assignment of a Joint Venture Agreement
  Nano had entered into on May 20, 2005 with Verde River Iron Company, LLC. As
  consideration for the assignment of the Joint Venture Agreement, the Company
  will provide payment of $690,000 in cash for project acquisition costs,
  5% net smelter return royalty to NMC, majority seats on the board of directors
  of the Company and stock warrants for the purchase of 6,000,000 shares of the
  Company's common stock at an exercise price of $0.75 per share. Additionally,
  the Company will assume provisions of the Joint Venture Agreement which among
  other things, require an infusion of $3,000,000 of working capital during
  Phase I into a newly formed entity which will provide the operations related
  to the Joint Venture Agreement and $27,000,000 of working capital during
  Phase II. The Joint Venture Agreement purpose is to pursue the processing of
  copper smelter slag at the Clarkdale smelter site located in Clarkdale, Arizona.
  As of June 30, 2005, the Company has not provided the consideration related
  to the Assignment Agreement although, anticipates such consideration to be provided
  by the third quarter of 2005.

7. Private Placement

On June 20, 2005 the Company engaged Clarion Finanz AG to
  act as agent, on a best efforts basis, for the private placement of up to 4,000,000
  units of the Company's securities at a price of $0.50 per unit ("Unit")
  to accredited investors in the United States pursuant to Regulation D of the
  Securities Act of 1933 and non-U.S. investors pursuant to Regulation S of the
  Securities Act of 1933 (the "Offering"). Each Unit will consist of one common
  share of the Company's common stock and one half of one share purchase warrant,
  with each whole warrant entitling the holder thereof to purchase an additional
  share of the Company's common stock at a price of $1.25 per share for a
  period of nine months following the closing of the Offering. As of June 30,
  2005, the Company has not commenced the Offering but anticipates to so during
  the third quarter of 2005.

F-6

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
  OPERATIONS

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, 2004.

OVERVIEW

We are a development stage company engaged in the acquisition
  and exploration of mineral properties. In February, 2005, we announced the reorganization
  of Searchlight from a biotechnology research and development company to a company
  focused on the development and acquisition of mineral properties. In connection
  with our reorganization we 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. Also
  in connection with our corporate restructuring, our board of directors approved
  a change of our name to "Searchlight Minerals Corp." Our name was changed to
  "Searchlight Minerals Corp." effective June 23, 2005.

We subsequently entered into an assignment agreement with
  Nanominerals Corp., a Nevada Corporation ("NMC") dated for reference June 1,
  2005 (the "Assignment Agreement"), pursuant to which NMC assigned all of its
  interest in a joint venture agreement (the "JV Agreement") dated May 20, 2005
  between NMC and Verde River Iron Company, LLC, a Nevada limited liability company
  ("Verde"). 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").
  As a condition of closing of the Assignment Agreement, the parties agreed, among
  other things, to appoint sufficient nominees of NMC to our board of directors
  to constitute a majority of our board of directors following execution of the
  Assignment Agreement. The nominees of NMC, Carl S. Ager, Robert D. McDougal,
  and Ian R. McNeil, were appointed to our board of directors effective July 25,
  2005.

We are presently in the development 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 mineral properties
  we acquire. Our current plan of operation is to conduct mineral exploration
  activities on the Searchlight Claims and the Clarkdale Slag Project in order
  to assess whether they possess mineral reserves 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. See "Searchlight Option Agreements" and
  "Clarkdale Slag Project" below. We can provide no assurance that we will discover
  mineral reserves on any properties we acquire.

Recent Developments

We experienced the following significant developments since our last fiscal quarter ended March 31, 2005:

3

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|1. | On August 22, 2005 we entered into an engagement
        letter (the "Dominick Engagement Letter") with Dominick & Dominick
        Securities Inc. ("Dominick") pursuant to which Dominick agreed to act
        as agent, on a best efforts basis, for the private placement of up to
        4,000,000 units of our securities at a price of $0.50 per unit (each
        a "unit") to non-U.S. investors pursuant to Regulation S of the Securities
        Act (the "Dominick Offering"). Pursuant to the terms of the Dominick Engagement
        Letter each unit will consist of one common share of our common stock
        and one half of one share purchase warrant, with each whole warrant entitling
        the holder thereof to purchase an additional share of our common stock
        at a price of $1.25 per share for a period of nine months following
        the closing of the Dominick Offering. In consideration for acting as agent
        for the offering, Dominick will receive: (i) a corporate finance fee of
        $45,500, (ii) a commission equal to 10% of the gross proceeds of the
        Dominick Offering, and (iii) non-assignable share purchase warrants equal
        to 10% of the number of units sold pursuant to the Dominick Offering,
        exercisable at a price of $0.50 per unit for a period of nine months
        following the closing of the Dominick Offering; and (iv) a right of first
        refusal to act as co-agent or co-underwriter on a 50/50 basis with Clarion
        Finanz AG to act as underwriter or agent in respect of any subsequent
        public offering or private placement of equity in Canada or the U.S. by
        Searchlight for a period of 18 months following the closing of the offering.
        As a condition of the engagement, we agreed to use our best efforts to
        file with the SEC a registration statement on form SB-2 registering the
        common stock underlying the units, and have the registration statement
        declared effective within 120 days of the closing date of the Dominick
        Offering. The engagement letter is subject to the completion of due diligence
        by the agent and execution of a standard form agency agreement between
        us and the agent. Proceeds of the Dominick Offering are intended to fund
        our working capital and plan of development of our Searchlight and Clarkdale
        projects. There is no assurance that the Dominick Offering or any part
        of it will be completed.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | On July 26, 2005 we approved a private placement
        to accredited investors of up to 4,000,000 units at a price of $0.50
        per unit pursuant to Regulation D of Rule 506 of the United States Securities
        Act ("Regulation D"), with each unit consisting of one share of our common
        stock and one half of one share purchase warrant, each whole warrant entitling
        the subscriber to purchase an additional share of our common stock for
        a period of nine months following the date of issuance at an exercise
        price equal to $1.25 US per share. There is no assurance that the
        Regulation D offering or any part of it will be completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|3. | On July 22, 2005 we approved an amendment to our
        bylaws to amend Article III "Board of Directors", Section 1(a). The change
        in the bylaws was necessary because to specify the number of directors
        and the method for determining that number. Under the new provision, the
        number of directors will be a number to be fixed by the Board of Directors
        that is not less than one (1) nor more than twelve (12). We subsequently
        amended our bylaws on August 9, 2005 to remove a restriction in our constating
        documents with respect to our authorized number of stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|4. | In connection with our corporate restructuring,
        our board of directors approved a change of our name to "Searchlight Minerals
        Corp." Our name was changed to "Searchlight Minerals Corp." effective
        June 23, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|5. | On June 21, 2005, we entered into extension agreements
        with the owners of the Searchlight Claims extending the Restructuring
        Date under the Option Agreements to June 30, 2005. Subsequently, on June
        30, 2005, we approved the issuance of 700,000 restricted shares of our
        common stock to the claim owners in connection with the Option Agreements.
        The issuance was completed pursuant to Section 4(2) of the Securities
        Act. See "Searchlight Option Agreements" below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|6. | We entered into an assignment agreement with Nanominerals
        Corp. dated for reference June 1, 2005, pursuant to which NMC assigned
        all of its interest in a joint venture agreement dated May 20, 2005 between
        NMC and Verde River Iron Company, LLC, a Nevada limited liability company
        ("Verde"). 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. See "Acquisition
        of Clarkdale Slag Project" below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

4

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|7. | Pursuant to the terms of the Assignment Agreement
        with NMC, the nominees of NMC, Carl S. Ager, Robert D. McDougal, and Ian
        R. McNeil, were appointed to our board of directors effective July 25,
        2005. Presently our board of directors consists of the following: K. Ian
        Matheson, Carl S. Ager, Robert D. McDougal, and Ian R. McNeil. See "Acquisition
        of Clarkdale Slag Project" below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | We entered into an engagement letter on June 20,
        2005 (the "Clarion Engagement Letter") with Clarion Finanz AG ("Clarion")
        pursuant to which Clarion agreed to act as agent, on a best efforts basis,
        for the private placement of up to 4,000,000 units of our securities at
        a price of $0.50 per unit (each a "unit") to non-U.S. investors pursuant
        to Regulation S of the Securities Act (the "Clarion Offering"). Pursuant
        to the terms of the Clarion Engagement Letter each unit will consist of
        one common share of our common stock and one half of one share purchase
        warrant, with each whole warrant entitling the holder thereof to purchase
        an additional share of our common stock at a price of $1.25 per share
        for a period of nine months following the closing of the Clarion Offering.
        In consideration for acting as agent for the offering, Clarion will receive:
        (i) a commission equal to 10% of the gross proceeds of the Clarion Offering,
        (ii) non-assignable share purchase warrants equal to 10% of the number
        of units sold pursuant to the Clarion Offering, exercisable at a price
        of $0.50 per unit for a period of nine months following the closing
        of the Clarion Offering; and (iii) a right of first refusal to act as
        co-agent or co-underwriter on a 50/50 basis with Dominick to act as underwriter
        or agent in respect of any subsequent public offering or private placement
        of equity in Canada or the U. S. by Searchlight for a period of 18 months
        following the closing of the offering. As a condition of the engagement,
        we agreed to use our best efforts to file with the SEC a registration
        statement on form SB-2 registering the common stock underlying the units,
        and have the registration statement declared effective within 120 days
        of the closing date of the Clarion Offering. The engagement letter is
        subject to the completion of due diligence by the agent and execution
        of a standard form agency agreement between us and the agent. Proceeds
        of the Clarion Offering are intended to fund our working capital and plan
        of development of our Searchlight and Clarkdale projects. There is no
        assurance that the Clarion Offering or any part of it will be completed.

Acquisition of Clarkdale Slag Project

We entered into an assignment agreement with Nanominerals
  Corp., a Nevada Corporation dated for reference June 1, 2005, pursuant to which
  NMC assigned all of its interest in a joint venture agreement dated May 20,
  2005 between NMC and Verde River Iron Company, LLC, a Nevada limited liability
  company. The JV Agreement was entered into for the purpose of funding the processing
  of a copper smelter slag located on a parcel of land consisting of approximately
  200 acres in Clarkdale, Arizona.

Pursuant to the terms of the Assignment Agreement, in consideration of the assignment of NMC's rights in the Clarkdale Slag Project to us, we agreed to:

| | (i)   | Repay NMC $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)  | Assign NMC a five percent net smelter return royalty
        payable from Searchlight's share of production from the Clarkdale Slag
        Project.                                                                                                 
|
| | (iii) | Appoint sufficient nominees of NMC to Searchlight's
        board of directors to constitute a majority of the board following execution
        of the Assignment Agreement.                                                                        
|
| | (iv)  | Issue to NMC or its designate, 6,000,000 warrants
        to purchase shares of the common stock of Searchlight exercisable for
        a term of 10 years from the date of the Assignment Agreement at an exercise
        price of $0.75 per share.

5

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| | (v) | Provide confirmation to NMC, that Searchlight has
        received funds of $2,000,000 pursuant to Searchlight's private placement
        offering of its securities to accredited investors in the U.S. and to
        accredited investors outside of the U.S.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under the terms of the JV Agreement, NMC and Verde agreed
  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 byproducts from the slag for commercial resale.
  Pursuant to the terms of the JV Agreement, the parties agreed, among other things,
  to the following:

| | (i)   | NMC agreed to contribute $530,000 to Verde on
        execution of the JV Agreement (the "Initial Payment") for use by Verde
        for payment of certain expenses including expenses relating to the four
        phase work program for the Clarkdale Slag Project.                                                                                                                                                                                                    
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  | NMC agreed to fund all expenditures for Phase I
        of the work program and upon completion of Phase I, NMC agreed to fund
        OPCO by depositing $3,000,000 into OPCO's account within 14 days of
        the completion of Phase I. At the time NMC makes the $3,000,000 payment,
        Verde agreed to transfer all right to process the Clarkdale Slag Project
        slag pile to OPCO and grant a license to use the project site for the
        project.
|
| | (iii) | NMC agreed after completion of a bankable feasibility
        study in Phase II to contribute $27,000,000 ("Project Funding Payment")
        to OPCO within 90 days of receipt of the study.                                                                                                                                                                                                                                                                              
|
| | (iv)  | Verde is not required to contribute any funds for
        project expenses.                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (v)   | 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 until NMC receives an amount equal
        to two times the amount of its total investment in the project.                                                                                                                                                                                
|
| | (vi)  | NMC agreed that a principal of Verde, will be paid
        an amount of $10,000,000 from the Project Funding Payment, the Initial
        Payment and net cash flow of the project before any money is distributed
        to NMC and Verde.                                                                                                                                                                                                                               

Searchlight Option Agreements

On February 10, 2005, we entered into option agreements (the
  "Option Agreements") with the following owners (collectively the "Claim Owners")
  of the Searchlight Claims:

|1. | Option Agreement among Searchlight, K. Ian Matheson,
        our sole officer and director, Searchlight Minerals, Inc. ("SMI"), and
        Pilot Plant Inc. to acquire an interest in the following mineral claims:
        Rio Raga 300, Rio Raga 301, Rio Raga 302, Rio Raga 303, Rio Raga 307,
        Rio Raga 309, Rio Raga 312, and Rio Raga 313;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, Kiminco Inc. and Pass Minerals Inc., to acquire an interest in the
        following mineral claims: P.V. Red 11, P.V. Red 12, P.V. Red 13, and P.V.
        Red 14;                                                                                                                  
|  
|3. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, Beardog Mines Inc. to acquire an interest in the Rio Raga 304 mineral
        claim;                                                                                                                                                                                                  
|  
|4. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, Goldhunter Inc. to acquire an interest in the Rio Raga 305 mineral
        claim;                                                                                                                                                                                                     
|  
|5. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, Pass Minerals Inc., Michael D. Anderson, Farrell Drozd, and Michael
        I. Matheson to acquire an interest in the Rio Raga 306 mineral claim;                                                                                                                                     

6

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|6. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, Britti Gold Inc. to acquire an interest in the Rio Raga 308 mineral
        claim;                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, Michael D. Anderson, Geosearch Inc., Geotech Mining Inc., and Patrick
        B. Matheson to acquire an interest in the Rio Raga 310 and Rio Raga 311
        mineral claims; and
|  
|8. | Option Agreement among Searchlight, K. Ian Matheson,
        SMI, and Gold Crown Minerals Inc. to acquire an interest in the PV Brown
        193 and PV Brown 301 mineral claims.                                                                 

Prior to entering into the Option Agreements with Searchlight,
  each Claim Owner optioned its interest in the Searchlight Claim it owned to
  Searchlight Minerals, Inc. ("SMI"). Under the terms of the Option Agreements,
  each Claim Owner and SMI acknowledged and agreed, among other things, to the
  following (the "Acknowledgements"): (i) the assignment of SMI's interest in
  the Searchlight Claims to Searchlight; (ii) the right of reimbursement of K.
  Ian Matheson and his related companies for amounts advanced to SMI, including
  $85,000 advanced to SMI; (iii) that following the issuance of 140,000 shares
  of the common stock of Searchlight to each Claim Owner, all of the Claim Owner's
  rights and interests in the Searchlight Claims will be vested in Searchlight,
  (iv) the appointment of K. Ian Matheson as director and officer of Searchlight
  to proceed with a restructuring of the business of Searchlight; and (v) during
  the term of the agreement, to allow Searchlight and its authorized agents to
  have exclusive rights to access the Searchlight Claims for all purposes including
  prospecting, exploring, developing, trenching, stripping, excavating, sampling
  and conducting any and all exploration and development activities for the purpose
  to determining the mineral or metal content of the property and the right to
  remove from the property all such materials and minerals deemed necessary to
  properly test, explore or develop the property.

In consideration of the Acknowledgments, Searchlight agreed,
  among other things to: (i) complete a corporate restructuring of its business
  by March 31, 2005 (the "Restructuring Date"); (ii) include any shares of its
  common stock issued to the Claim Owners in any subsequent registration statement
  filed by Searchlight under the Securities Act; (iii) make all regulatory or
  government payments required to maintain the Searchlight Claims in good standing
  during the term of the agreement, and (iv) issue to each Claim Owner 140,000
  restricted shares in the common stock of Phage in the following manner:

|(a) | 35,000 shares upon or before the expiry of the third day following the
      Restructuring Date;
|--- | ------------------------------------------------------------------------------------------------
|   
|(b) | 35,000 shares upon or before the first anniversary date of the Restructuring
      Date;        
|   
|(c) | 35,000 shares upon or before the second anniversary date of the Restructuring
      Date; and   
|   
|(d) | 35,000 shares upon or before the third anniversary date of the Restructuring
      Date.        

On June 21, 2005, we entered into extension agreements with
  the Claim Owners extending the Restructuring Date under the Option Agreements
  to June 30, 2005. On June 30, 2005 we approved the issuance of 700,000 restricted
  shares of our common stock to the Claim Owners in accordance with the terms
  of the Option Agreements. We will not acquire title to the Searchlight Claims
  until we complete the issuance of 140,000 shares of our common stock to each
  Claim Owner in accordance with the terms of the Option Agreements. Following
  our entry into the Option Agreements, K. Ian Matheson was appointed as an officer
  and director of Searchlight in February, 2005. K. Ian Matheson and associated
  companies have a 25.625% net interest in the Searchlight Claims. Although the
  Option Agreements were not negotiated at "arms-length", management deemed it
  reasonable and in the best interest of Searchlight to enter into the Option
  Agreements based on certain criteria, such as the potential for discovering
  mineral reserves on the Searchlight Claims and the potential benefit to Searchlight's
  stockholders of entering into the transaction.

In connection with our corporate restructuring we agreed to
  pay a management fee of $3,500 per month to Pass Minerals Inc., a company
  controlled by Mr. Matheson, for management services provided

7

---

regarding the reorganization of Searchlight and the development
  of assaying and testing procedures for the Searchlight Claims.

Reclamation Permit

On April 22, 2005, Pilot Plant Inc. ("PPI"), the owner of
  certain of the Searchlight Claims, received a reclamation permit from the Nevada
  Bureau of Mining Regulation and Reclamation ("BMRR") for its proposed work program
  on certain of the Searchlight Claims. We acquired an interest in the claims
  subject to the reclamation permit received by PPI through our Option Agreement
  with PPI.

Pursuant to the terms of the reclamation permit, PPI received
  the authorization to proceed with the reclamation of the mine located on the
  Rio Raga 304 claim and to pursue PPI's planned exploration program on certain
  of its claims, in the following manner:

|Exploration Phase             | Project              | Location                                                                                                                                         | Size      
|----------------------------- | -------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ----------
|Phase I - Exploration Program | Drilling of 18 Sites | Section 1, 12, 13, 24 and 25 T.  29 S., R. 63 E. and
      portions of  Sections 19 and 30, T. 29S., R.  64 E., MDM, Clark
      County,  Nevada | 1.8 Acres 
|Phase II - Mine Reclamation   | Pit and Set Backs    | Section 13, T. 29S., R. 63 E.,  MDM, Clark
      County, Nevada                                                                                  | 41.5 Acres
|Plant Site                    | 3.2 Acres           
|Access Road                   | 1 Acre              

The reclamation permit is subject to a number of conditions, including the following:

|1. | Prior to commencement of any proposed activities
        with respect to Phase I of its work program, PPI must post a surety bond
        in the amount of $27,528.86 with the BMRR by July 3, 2005;                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Prior to commencement of any proposed activities
        with respect to Phase II of its work program, PPI must post a surety bond
        in the amount of $153,031.22 with the BMRR by July 3, 2005;                                          
|  
|3. | The payment of the annual reclamation fees to the
        BMRR by April 15 of each year;                                                                                                                                                        
|  
|4. | The submission of a report by the operator of the
        property by April 15 of each year, detailing the status and production
        of the operation and identifying each acre of land affected and reclaimed
        by the operation; and
|  
|5. | PPI agrees to leave the project site safe, stable
        and capable of providing for a productive post- mining land use.                                                                                                                      

The permit is valid for the life of the project and becomes
  effective upon receipt of an acceptable surety by the BMRR. We agreed, upon
  receipt of additional financing, to post by July 3, 2005 the surety bond for
  the approved two phase exploration program. On June 21, 2005 the BMRR extended
  the deadline for posting our surety bond with the BMRR to September 23, 2005.

PLAN OF OPERATION

We have developed an exploration work program for the Searchlight
  Project. Upon the filing of an acceptable surety bond in the amount of $27,528
  for Phase I and $153,031 for Phase II with the BMRR, we intend to proceed
  with the two phase exploration program approved in connection with the reclamation
  permit received by PPI. The intent of the 2005 exploration work program is to
  drill 18

8

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exploratory holes and test and develop a 40 acre pit to determine
  if there is mineralized material on the property. We expect to rent a drill
  rig and employ drillers to conduct the drilling. Independent geologists and
  engineers are expected to be engaged to certify the work. Budget for this work
  is estimated to cost approximately $800,000. We also intend to use the proceeds
  of the Dominick Offering and the Clarion Offering, if completed, to fund the
  acquisition of our interest in the Clarkdale Slag Project and the work program
  outlined under the JV Agreement with Verde.

We recorded a net loss before income taxes of $580,626
  for the six months ended June 30, 2005 and have an accumulated deficit of $4,613,957
  as at June 30, 2005. We are presently reliant on the financial support of Mr.
  K. Ian Matheson, our President and director. There is no assurance that Mr.
  Matheson will continue to provide us with funding if and when needed to continue
  our operations. For the next twelve months, management anticipates that the
  minimum cash requirements to fund our proposed exploration program and our continued
  operations will be $1,800,000. This is to cover costs staff and all expenses
  necessary to continue the exploration costs for the Searchlight Project and
  the Clarkdale Slag Project.

In order to meet the foregoing cash requirements, we will
  have to sell securities to, or obtain a loan from, potential investors in Searchlight.
  There is no assurance; however, that we will be able to sell any securities
  or obtain adequate loans. In the event that we do not raise additional capital
  from any of the foregoing sources, we may have to cease or curtail operations.

Liquidity and Financial Condition

|                          |                  |                      | Percentage           
|------------------------- | ---------------- | -------------------- | ---------------------
|                          | At June 30, 2005 | At December 31, 2004 | Increase / (Decrease)
|Current Assets            | $ 27,232         | $ 1,644              | 93.9%                
|Current Liabilities       | $ 1,452,831      | $ 1,685,661          | (13.8)%              
|Working Capital (Deficit) | $ 1,425,599      | $ 1,684,017          | (15.3)%              

|                                               | Six Months Ended | Six Months Ended
|---------------------------------------------- | ---------------- | ----------------
|                                               | June 30, 2005    | June 30, 2004   
|Cash Flows from (used in) Operating Activities | $ (145,063)      | $ (129,493)     
|Cash Flows from (used in) Investing Activities | $ (19,572)       | $ (4,538)       
|Cash Flows from (used in) Financing Activities | $ 170,000        | $ 142,390       
|Net Increase (decrease) in Cash During Period  | $ 5,365          | $ (4,283)       

We have a working capital deficiency of $1,425,599 and
  an accumulated deficit of $4,613,957 as of June 30, 2005. During the six
  months ended June 30, 2005 we received loans totalling $170,000 from unrelated
  parties. The loans are unsecured and payable on demand.

Our plan of operation calls for significant expenses in connection
  with the exploration of the Searchlight Claims and Clarkdale Slag Project. 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 auditors stated in their report to our audited financial
  statements for the year ended December 31, 2004, that there is substantial doubt
  that we will be able to continue as a going concern.

9

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Proceeds of the Clarion Offering and Dominick Offering are
  intended to fund our plan of development of the Searchlight Project and acquisition
  of the Clarkdale Slag Project. There is no assurance that the offerings will
  be completed. There is no assurance; however, that we will be able to complete
  any of the proposed private placements of our securities. In the event that
  we do not raise additional capital from any of the foregoing sources, we may
  have to cease or curtail our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
  reasonably likely to have a current or future effect on our financial condition,
  changes in financial condition, revenues or expenses, results of operations,
  liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Our significant accounting policies are described in Note
  2 to the Audited Financial Statements, which are included in our Annual Report
  on Form 10-KSB for the fiscal year ended December 31, 2004.

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.

We were incorporated in January, 2000 and since November,
  2001, were engaged in the business of biotechnology research and development.
  In February, 2005, we changed our business to mineral exploration. We have no
  exploration history upon which an evaluation of our future success or failure
  can be made. Our net loss since inception is $4,613,957. 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.                       

Based upon current plans, we expect to incur operating losses
  in future periods. This will happen because there are expenses associated with
  the research and exploration of our mineral properties. We may not guarantee
  we will be successful in generating revenues in the future. Failure to generate
  revenues will cause us to go out of business.

Because the majority of our officers and directors do
  not have technical training or experience in exploring for, starting, and operating
  a mine, we will have to hire qualified personnel.

If we can't locate qualified personnel, we may have to suspend
  or cease exploration activity which will result in the loss of your investment.
  Because the majority of our officers and directors are inexperienced with exploring
  for, starting, and operating a mine, we will have to hire qualified persons
  to perform surveying, exploration, and excavation of our property. Our officers
  and directors have no direct training or experience in these areas and as a
  result may not be fully aware of many of the specific requirements related to
  working within the industry. Their decisions and choices may not take into account
  standard engineering or managerial approaches, mineral exploration companies
  commonly use. Consequently our exploration activities, earnings and ultimate
  financial success could suffer irreparable harm due to certain of management's
  lack of experience in this industry. As a result we may have to suspend or cease
  exploration activities which will result in the loss of your investment.

10

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If we do not obtain additional financing, our business
  will fail.

Our current operating funds are insufficient to complete the
  proposed exploration program of the Searchlight Claims. Therefore, we will need
  to obtain additional financing in order to complete our full business plan.
  As at June 30, 2005, we had cash in the amount of $5,660. We currently do
  not have any operations and we have no income. Our plan of operations calls
  for significant expenses in connection with the exploration of the Searchlight
  Claims. 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 this is an exploration project, we face a high
  risk of business failure due to our inability to predict the success of our
  business.

We have just begun the initial stages of exploration of our
  mineral claims, and thus have no way to evaluate the likelihood that we will
  be able to operate the business successfully. We were incorporated on January
  14, 2000, and to date have been involved primarily in organizational activities,
  the acquisition of the mineral claim, obtaining a summary geological report
  and performing certain limited work on our mineral claim. We have not earned
  any revenues to date.

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. Problems such as unusual or unexpected formations
  and other conditions are involved in mineral exploration and often result in
  unsuccessful exploration efforts. If no funding is 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, 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.

If the price of gold declines, our financial condition
  and ability to obtain future financings will be impaired.

Our business is extremely dependent on the price of gold.
  We have not undertaken any hedging transactions in order to protect us from
  a decline in the price of gold. A decline in the price of gold may also decrease
  our ability to obtain future financings to fund our planned development and
  exploration programs.

The price of gold is affected by numerous factors, all of
  which are beyond our control. Factors that tend to cause the price of gold to
  decrease include the following:

11

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|(a) | Sales or leasing of gold by governments and central banks;                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | A low rate of inflation and a strong US dollar;                                                                                                                               
|   
|(c) | Speculative trading;                                                                                                                                                          
|   
|(d) | Decreased demand for golds industrial, jewellery and investment uses;                                                                                                         
|   
|(e) | High supply of gold from production, disinvestment, scrap and hedging;                                                                                                        
|   
|(f) | Sales by gold producers and foreign transactions and other hedging transactions;
      and                                                                                    
|   
|(g) | Devaluing local currencies (relative to gold price in US dollars) leading
      to lower production costs and higher production in certain major gold producing
      regions.

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, cave-ins 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.

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

There are several governmental regulations that materially
  restrict mineral exploration. We will be subject to the laws of the State of
  Nevada as we carry out our exploration program. We may be 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. While our planned exploration
  program budgets for regulatory compliance, there is a risk that new regulations
  could increase our costs of doing business and prevent us from carrying out
  our exploration program.

Because our executive officers do not have formal training
  specific to the technicalities of mineral exploration, there is a higher risk
  our business will fail.

Our management lacks technical training and experience with
  exploring for, starting, and operating a mine. With no direct training or experience
  in these areas, our management may not be fully aware of the specific requirements
  related to working within this industry. Our management's decisions and choices
  may not take into account standard engineering or managerial approaches mineral
  exploration companies commonly use. Consequently, our operations, earnings,
  and ultimate financial success could suffer irreparable harm due to management's
  lack of experience in this industry.

If we become subject to increased environmental laws
  and regulation, our operating expenses may increase.

Our development and production operations are regulated by
  both US Federal and State of Nevada environmental laws that relate to the protection
  of air and water quality, hazardous waste management and mine reclamation. These
  regulations may impose operating costs on us. If the regulatory environment
  for our operations changes in a manner that increases costs of compliance and
  reclamation, then our operating expenses would increase with the result that
  our financial condition and operating results would be adversely affected.

12

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ITEM 3. CONTROLS AND PROCEDURES

|(A) | Evaluation Of Disclosure Controls And Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | As of the end of the period covered by this report,
        we carried out an evaluation, under the supervision and with the participation
        of our Principal Executive Officer and Principal Financial Officer, of
        the effectiveness of the design and operation of our disclosure controls
        and procedures. Our disclosure controls and procedures are designed to
        provide a reasonable level of assurance of achieving our disclosure control
        objectives. Our Principal Executive Officer and Principal Accounting Officer
        have concluded that our disclosure controls and procedures are, in fact,
        effective at this reasonable assurance level as of the period covered.
|   
|(B) | Changes In Internal Controls Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | In connection with the evaluation of our internal
        controls during our last fiscal quarter, our Principal Executive Officer
        and Principal Financial Officer have determined that there are no changes
        to our internal controls over financial reporting that has materially
        affected, or is reasonably likely to materially affect, our internal controls
        over financial reporting.                                                                                                                                                                                                                                                                                                        

13

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

During the three months ended June 30, 2005, we completed the sales of the following securities that were not registered pursuant to the Securities Act:

|1. | On June 30, 2005, we approved the issuance of 700,000
        shares of our common stock to 18 mineral claim owners in connection with
        the Option Agreements dated February 8, 2005 among us and the mineral
        claim owners. The issuance was completed pursuant to Section 4(2) of the
        Securities Act on the basis that each claim owner was a sophisticated
        investor and was in a position of access to relevant and material information
        regarding our operations. Each claim owner delivered appropriate investment
        representations satisfactory to us with respect to this transaction and
        consented to the imposition of restrictive legends upon the certificates
        evidencing such shares.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

14

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

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

|Exhibit |                                                                                                                                                                                                                    
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                             
|3.1     | 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."                                                                                                          
|3.7     | Amended Bylaws dated July 22, 2005.(9)                                                                                                                                                                             
|3.8     | Amended Bylaws dated August 9, 2005.                                                                                                                                                                               
|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 Searchlight Minerals Corp. (the "Company")
      and Pilot Plant Inc. dated February 8, 2005.(8)                                                                                          
|10.5    | Letter Agreement between the Company and Pilot Plant Inc.
      dated February 8, 2005.(8)                                                                                                                         
|10.6    | Letter Agreement between the Company and Bear Dog Mines Inc.
      dated February 8, 2005.(8)                                                                                                                      
|10.7    | Letter Agreement between the Company and Gold Hunter Inc.
      dated February 8, 2005.(8)                                                                                                                         
|10.8    | Letter Agreement between the Company and Pass Minerals Inc.
      dated February 8, 2005.(8)                                                                                                                       
|10.9    | Letter Agreement between the Company and Britti Gold Inc.
      dated February 8, 2005.(8)                                                                                                                         
|10.10   | Letter Agreement between the Company and Geotech Mining Inc.
      dated February 8, 2005.(8)                                                                                                                      
|10.11   | Letter Agreement between the Company and Gold Crown Inc. dated
      February 8, 2005.(8)                                                                                                                          
|10.12   | Engagement Letter dated June 17, 2005 between the Company
      and Clarion Finanz AG.(10)                                                                                                                         
|10.13   | Extension Agreement dated effective June 22, 2005 among the
      Company, K. Ian Matheson, Searchlight Minerals, Inc. and Pilot Plant Inc.(10)                                                                    
|10.14   | Extension Agreement dated effective June 22, 2005 among the
      Company, K. Ian Matheson, Searchlight Minerals, Inc. and Bear Dog Mines
      Inc.(10)                                                           
|10.15   | Extension Agreement dated effective June 22, 2005 among the
      Company, K. Ian Matheson, Searchlight Minerals, Inc. and Gold Hunter Inc.(10)                                                                    
|10.16   | Extension Agreement dated effective June 22, 2005 among the
      Company, 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 the
      Company, K. Ian Matheson, Searchlight Minerals, Inc. and Britti Gold Inc.(10)                                                                    
|10.18   | Extension Agreement dated effective June 22, 2005 among the
      Company, K. Ian Matheson, Searchlight Minerals, Inc., Geotech Mining Inc.,
      Michael D. Anderson, Geosearch Inc. and Patrick B. Matheson.(10)

15

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|Exhibit |                                                                                                                                                                                           
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                    
|10.19   | Extension Agreement dated effective June 22, 2005 among the
      Company, K. Ian Matheson, Searchlight Minerals, Inc. and Gold Crown Minerals
      Inc.(10)                             
|10.20   | Assignment Agreement dated for reference June 1, 2005 between
      Company and Nanominerals Corp. (11)                                                                                   
|10.21   | Engagement Letter dated May 9,
      2005 between the Company and Dominick & Dominick Securities Inc.                                                                                     
|14.1    | Code of Ethics.(7)                                                                                                                                                                        
|31.1    | Certification of Chief Executive
      Officer and 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.                 
| | (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.                    

REPORTS ON FORM 8-K

Since the beginning of our fiscal quarter ended June 30, 2005,
  we have filed the following reports on Form 8-K to date:

|Date of Form 8-K | Date of Filing with the SEC                                         | Description of the Form 8-K                                                                                                                                                                                                                                                                                                    
|---------------- | ------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|May 18, 2005     | May 19, 2005,  
      amended May 23, 2005 and  
      June 3, 2005 | Item 4.01 Disclosure of Changes in the Company's  Certifying
      Accountant - Appointment of Kyle L.  Tingle, CPA, LLC as Searchlight's
      new  independent auditors.                                                                                                                                                     
|June 1, 2005     | June 16, 2005                                                       | Item 1.01 Entry into a Material Definitive  Agreement
      - Assignment Agreement dated for  reference June 1, 2005 between Phage
      Genomics,  Inc. and Nanominerals Corp.                                                                                                                                                
|June 20, 2005    | June 24, 2005                                                       | Item 1.01 Entry into a Material Definitive  Agreement
      - Entry into an engagement letter on  June 20, 2005 with Clarion Finanz
      AG and Entry  into extension agreements with the Claim Owners 
      extending the Restructuring Date to June 30, 2005 under the Searchlight
      Mineral Claims Option  Agreements.
|July 22, 2005    | July 29, 2005                                                       | Item 5.03 Amendment to Bylaws.                                                                                                                                                                                                                                                                                                 

16

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
  duly caused this report to be signed on its behalf by the undersigned, thereunto
  duly authorised.

|                      |     | SEARCHLIGHT MINERALS CORP.           
|--------------------- | --- | -------------------------------------
|                      |     |                                      
|                      |     |                                      
|                      | By: | /s/ K. Ian Matheson                  
|Date: August 19, 2005 |     | K. IAN MATHESON                      
|                      |     | President and Chief Executive Officer
|                      |     | (Principal Executive Officer         
|                      |     | and Principal Financial Officer)     

18

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