---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC
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 March 31, 2006

[]
  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
  1934

For the transition period________to ________

COMMISSION FILE NUMBER000-30995

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)                                    |                                     
|                                                 |                                     
|                                                 |                                     
|#120 - 2441 W. Horizon Ridge Pkwy                |                                     
|Henderson, NV                                    | 89052                               
|(Address of principal executive offices)         | (Zip Code)                          
|                                                 |                                     
|                                                 |                                     
|(702) 939-5247                                   |                                     
|Issuer's telephone number                        |                                     

N/AFormer 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 [ x ]No []

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 May 11, 2006, the Issuer had 57,275,000 shares of common stock outstanding.

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

---

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 three months ended March 31, 2006
are not necessarily indicative of the results that can be expected for the year
ending December 31, 2006.

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

---

|SEARCHLIGHT MINERALS CORP.    
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|BALANCE SHEETS                
|(UNAUDITED)                   

|                                                              |   | March 31, 2006 |   |   | December 31, 2005 |  
|------------------------------------------------------------- | - | -------------- | - | - | ----------------- | -
|                                                              |   |                |   |   |                   |  
|ASSETS                                                        |  
|                                                              |   |                |   |   |                   |  
|Current assets                                                |   |                |   |   |                   |  
|Cash                                                          | $ | 1,526,693      |   | $ | 705,856           |  
|Prepaid expense                                               |   | 1,998          |   |   | -                 |  
|Total current assets                                          |   | 1,528,691      |   |   | 705,856           |  
|                                                              |   |                |   |   |                   |  
|Property and equipment, net                                   |   | 14,343         |   |   | 15,136            |  
|Mining concessions                                            |   | 127,134        |   |   | 127,134           |  
|Joint venture agreement                                       |   | 690,000        |   |   | 690,000           |  
|Deposits                                                      |   | 180,500        |   |   | 180,500           |  
|                                                              |   |                |   |   |                   |  
|Total assets                                                  | $ | 2,540,668      |   | $ | 1,718,626         |  
|                                                              |   |                |   |   |                   |  
|                                                              |   |                |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                          |  
|                                                              |   |                |   |   |                   |  
|Current liabilities                                           |   |                |   |   |                   |  
|Accounts payable                                              | $ | 848,111        |   | $ | 783,246           |  
|Loan payable - related party                                  |   | 382,792        |   |   | 379,877           |  
|Loan payable                                                  |   | -              |   |   | 15,000            |  
|Total current liabilities                                     |   | 1,230,903      |   |   | 1,178,123         |  
|                                                              |   |                |   |   |                   |  
|Total liabilities                                             |   | 1,230,903      |   |   | 1,178,123         |  
|                                                              |   |                |   |   |                   |  
|Stockholders' equity                                          |   |                |   |   |                   |  
|Common stock, $0.001 par value;
      400,000,000 shares      |   |                |   |   |                   |  
|authorized, 57,275,000 and
      52,150,000 shares issued and |   |                |   |   |                   |  
|outstanding
      at March 31, 2006 and December 31, 2005,    |   |                |   |   |                   |  
|respectively                                                  |   | 57,275         |   |   | 52,150            |  
|Additional paid-in capital                                    |   | 7,745,423      |   |   | 6,083,298         |  
|Common stock subscribed                                       |   | -              |   |   | 270,000           |  
|Accumulated other comprehensive
      loss                    |   | (121,606       | ) |   | (109,837          | )
|Accumulated deficit during development stage                  | $ | (6,371,327     | ) | $ | (5,755,108        | )
|Total stockholders'
      equity                              |   | 1,309,765      |   |   | 540,503           |  
|                                                              |   |                |   |   |                   |  
|Total liabilities and stockholders' equity                    | $ | 2,540,668      |   | $ | 1,718,626         |  

See Accompanying Notes to Financial Statements

F-1

---

|SEARCHLIGHT MINERALS CORP.    
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|STATEMENTS OF OPERATIONS      
|(UNAUDITED)                   

|                                                       |   |                            |   |   |                |   |   | For the period from |  
|------------------------------------------------------ | - | -------------------------- | - | - | -------------- | - | - | ------------------- | -
|                                                       |   |                            |   |   |                |   |   | January 14, 2000    |  
|                                                       |   |                            |   |   |                |   |   | (Date of Inception) |  
|                                                       |   | For the three months ended |   |   | Through        |  
|                                                       |   | March 31, 2006             |   |   | March 31, 2005 |   |   | March 31, 2006      |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|Revenue                                                | $ | -                          |   | $ | -              |   | $ | -                   |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|Operating expenses                                     |   |                            |   |   |                |   |   |                     |  
|Research and development                               |   | -                          |   |   | -              |   |   | 1,900,095           |  
|Mining exploration expenses                            |   | 402,494                    |   |   | -              |   |   | 1,289,517           |  
|General and administrative                             |   | 212,932                    |   |   | 28,418         |   |   | 2,267,495           |  
|Stock based compensation                               |   | -                          |   |   | 133,062        |   |   | 412,365             |  
|Depreciation                                           |   | 793                        |   |   | -              |   |   | 236,917             |  
|Impairment loss on intangible
      assets             |   |                            |   |   | -              |   |   | 173,234             |  
|Impairment loss on property and equipment              |   | -                          |   |   | -              |   |   | 86,683              |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|Total operating expenses                               |   | 616,219                    |   |   | 161,480        |   |   | 6,366,306           |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|Loss from operations                                   |   | (616,219                   | ) |   | (161,480       | ) |   | (6,366,306          | )
|                                                       |   |                            |   |   |                |   |   |                     |  
|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 |   | (616,219                   | ) |   | (161,480       | ) |   | (6,384,164          | )
|                                                       |   |                            |   |   |                |   |   |                     |  
|Income tax benefit                                     |   | -                          |   |   | -              |   |   | 12,837              |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|Net loss                                               |   | (616,219                   | ) |   | (161,480       | ) |   | (6,371,327          | )
|                                                       |   |                            |   |   |                |   |   |                     |  
|Other Comprehensive Loss                               |   |                            |   |   |                |   |   |                     |  
|Foreign currency translation adjustment                |   | (11,769                    | ) |   | 24,148         |   |   | (121,606            | )
|                                                       |   |                            |   |   |                |   |   |                     |  
|Comprehensive Loss                                     |   | (627,988                   | ) |   | (137,332       | ) |   | (6,492,933          | )
|                                                       |   |                            |   |   |                |   |   |                     |  
|Loss per common share - basic and diluted:             |   |                            |   |   |                |   |   |                     |  
|Net loss                                               | $ | (0.01                      | ) | $ | (0.01          | ) |   |                     |  
|                                                       |   |                            |   |   |                |   |   |                     |  
|Weighted average common shares outstanding -           |   |                            |   |   |                |   |   |                     |  
|Basic and diluted                                      |   | 55,882,500                 |   |   | 31,555,556     |   |   |                     |  

See Accompanying Notes to Financial Statements

F-2

---

|SEARCHLIGHT MINERALS CORP.       
|---------------------------------
|(AN EXPLORATION STAGE COMPANY)   
|STATEMENT OF STOCKHOLDERS' EQUITY
|(UNAUDITED)                      

|                                          |  |              |   |   |            |   |   |                 |   |   | Accumulated   |   |   |           |  |   |              |   |   | Accumulated    |   |   |            |  
|----------------------------------------- |  | ------------ | - | - | ---------- | - | - | --------------- | - | - | ------------- | - | - | --------- |  | - | ------------ | - | - | -------------- | - | - | ---------- | -
|                                          |  |              |   |   |            |   |   |                 |   |   | Other         |   |   | Common    |  |   |              |   |   | Deficit During |   |   | Total      |  
|                                          |  | Common Stock |   |   | Additional |   |   | Comprehensive   |   |   | Stock         |   |   | Deferred  |  |   | Exploration  |   |   | Stockholders'  |  
|                                          |  | Shares       |   |   | Amount     |   |   | Paid-in Capital |   |   | Income (Loss) |   |   | Subcribed |  |   | Compensation |   |   | Stage          |   |   | Equity     |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Balance, January 14, 2000                 |  | -            |   | $ | -          |   | $ | -               |   | $ | -             |   | $ | -         |  | $ | -            |   | $ | -              |   | $ | -          |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Issuance of common stock                  |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|(recapitalized)                           |  | 50,000,000   |   |   | 50,000     |   |   | (25,000         | ) |   | -             |   |   | -         |  |   | -            |   |   | (24,999        | ) |   | 1          |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Effect of foreign currency translation    |  | -            |   |   | -          |   |   | -               |   |   | 3,059         |   |   | -         |  |   | -            |   |   | -              |   |   | 3,059      |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Net loss                                  |  | -            |   |   | -          |   |   | -               |   |   | -             |   |   |           |  |   | -            |   |   | (235,028       | ) |   | (235,028   | )
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Balance, December 31, 2000                |  | 50,000,000   |   |   | 50,000     |   |   | (25,000         | ) |   | 3,059         |   |   | -         |  |   | -            |   |   | (260,027       | ) |   | (231,968   | )
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Issuance of common stock in               |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|reverse merger                            |  | 10,300,000   |   |   | 10,300     |   |   | (5,150          | ) |   | -             |   |   | -         |  |   | -            |   |   | (5,150         | ) |   | -          |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Effect of foreign currency translation    |  | -            |   |   | -          |   |   | -               |   |   | (2,619        | ) |   | -         |  |   | -            |   |   | -              |   |   | (2,619     | )
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Net loss                                  |  | -            |   |   | -          |   |   | -               |   |   | -             |   |   | -         |  |   | -            |   |   | (765,179       | ) |   | (765,179   | )
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Balance, December 31, 2001                |  | 60,300,000   |   |   | 60,300     |   |   | (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                |  | 60,300,000   |   |   | 60,300     |   |   | 1,306,976       |   |   | (69,808       | ) |   | -         |  |   | -            |   |   | (2,209,752     | ) |   | (912,284   | )
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Debt exchanged for common stock           |  | 48,000,000   |   |   | 48,000     |   |   | 1,152,000       |   |   | -             |   |   | -         |  |   | -            |   |   | -              |   |   | 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                |  | 108,300,000  |   |   | 108,300    |   |   | 2,471,559       |   |   | (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                |  | 108,300,000  |   |   | 108,300    |   |   | 2,471,559       |   |   | (230,545      | ) |   | -         |  |   | -            |   |   | (4,033,331     | ) |   | (1,684,017 | )
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Issuance of stock options for             |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|1,000,000 shares of common stock          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|to two officers                           |  | -            |   |   | -          |   |   | 133,062         |   |   | -             |   |   | -         |  |   | -            |   |   | -              |   |   | 133,062    |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Issuance of stock options for             |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|500,000 shares of common stock            |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|in satisfaction of debt                   |  | -            |   |   | -          |   |   | 300,000         |   |   | -             |   |   | -         |  |   | -            |   |   | -              |   |   | 300,000    |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Return and cancellation of                |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|70,000,000 shares of common               |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|stock                                     |  | (70,000,000  | ) |   | (70,000    | ) |   | 70,000          |   |   | -             |   |   | -         |  |   | -            |   |   | -              |   |   | -          |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Issuance of common stock                  |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|for 20 mining concessions                 |  | 1,400,000    |   |   | 1,400      |   |   | 38,600          |   |   | -             |   |   | -         |  |   | -            |   |   | -              |   |   | 40,000     |  
|                                          |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|Issurance of common stock                 |  |              |   |   |            |   |   |                 |   |   |               |   |   |           |  |   |              |   |   |                |   |   |            |  
|in satisfaction of debt, $0.625 per share |  | 200,000      |   |   | 200        |   |   | 124,800         |   |   | -             |   |   | -         |  |   | -            |   |   | -              |   |   | 125,000    |  

See Accompanying Notes to Financial Statements

F-3

---

|SEARCHLIGHT MINERALS CORP.       
|---------------------------------
|(AN EXPLORATION STAGE COMPANY)   
|STATEMENT OF STOCKHOLDERS' EQUITY
|(UNAUDITED)                      

|                                       |  |              |  |   |            |  |   |                 |   |   | Accumulated   |   |   |           |   |   |              |  |   | Accumulated    |   |   |            |  
|-------------------------------------- |  | ------------ |  | - | ---------- |  | - | --------------- | - | - | ------------- | - | - | --------- | - | - | ------------ |  | - | -------------- | - | - | ---------- | -
|                                       |  |              |  |   |            |  |   |                 |   |   | Other         |   |   | Common    |   |   |              |  |   | Deficit During |   |   | Total      |  
|                                       |  | Common Stock |  |   | Additional |  |   | Comprehensive   |   |   | Stock         |   |   | Deferred  |   |   | Exploration  |  |   | Stockholders'  |  
|                                       |  | Shares       |  |   | Amount     |  |   | Paid-in Capital |   |   | Income (Loss) |   |   | Subcribed |   |   | Compensation |  |   | Stage          |   |   | Equity     |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Issuance of common stock for cash,     |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Reg. S - Private Placement,            |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$0.25 per share, net of                |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$205,250 commissions                   |  | 6,390,000    |  |   | 6,390      |  |   | 1,369,070       |   |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | 1,375,460  |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Issuance of common stock for cash,     |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Reg. S - Private Placement,            |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$0.25 per share, net of                |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$135,000 commission                    |  | 5,400,000    |  |   | 5,400      |  |   | 1,194,947       |   |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | 1,200,347  |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Issuance of common stock for cash,     |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Reg. D 506 - Private Placement,        |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$0.25 per share                        |  | 460,000      |  |   | 460        |  |   | 114,540         |   |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | 115,000    |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Issuance of stock options for          |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|1,500,000 shares of common stock       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|to three officers                      |  | -            |  |   | -          |  |   | 266,720         |   |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | 266,720    |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Common stock subscribed                |  | -            |  |   | -          |  |   | -               |   |   | -             |   |   | 270,000   |   |   | -            |  |   | -              |   |   | 270,000    |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Effect of foreign currency translation |  | -            |  |   | -          |  |   | -               |   |   | 120,708       |   |   | -         |   |   | -            |  |   | -              |   |   |            |  
|Net loss                               |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   | (1,721,777     | ) |   |            |  
|Net comprehensive loss                 |  | -            |  |   | -          |  |   | -               |   |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | (1,601,069 | )
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Balance, December 31, 2005             |  | 52,150,000   |  |   | 52,150     |  |   | 6,083,298       |   |   | (109,837      | ) |   | 270,000   |   |   | -            |  |   | (5,755,108     | ) |   | 540,503    |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Issuance of common stock for cash,     |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Reg. D - Private Placement,            |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$0.45 per share, net of                |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|$87,750 commission                     |  | 3,900,000    |  |   | 3,900      |  |   | 1,663,350       |   |   | -             |   |   | (270,000  | ) |   | -            |  |   | -              |   |   | 1,397,250  |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Issuance of common stock               |  | 1,225,000    |  |   | 1,225      |  |   | (1,225          | ) |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | -          |  
|related to exercise of warrants        |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   |                |   |   |            |  
|Effect of foreign currency translation |  | -            |  |   | -          |  |   | -               |   |   | (11,769       | ) |   | -         |   |   | -            |  |   | -              |   |   |            |  
|Net loss                               |  |              |  |   |            |  |   |                 |   |   |               |   |   |           |   |   |              |  |   | (616,219       | ) |   |            |  
|Net comprehensive loss                 |  | -            |  |   | -          |  |   | -               |   |   | -             |   |   | -         |   |   | -            |  |   | -              |   |   | (627,988   | )
|Balance, March 31, 2006                |  | 57,275,000   |  | $ | 57,275     |  | $ | 7,745,423       |   | $ | (121,606      | ) | $ | -         |   | $ | -            |  | $ | (6,371,327     | ) | $ | 1,309,765  |  

See Accompanying Notes to Financial Statements

F-4

---

|SEARCHLIGHT MINERALS CORP.    
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|STATEMENTS OF CASH FLOWS      
|(UNAUDITED)                   

|                                                                                |   |                            |   |   |                |   |   | Period from         |  
|------------------------------------------------------------------------------- | - | -------------------------- | - | - | -------------- | - | - | ------------------- | -
|                                                                                |   |                            |   |   |                |   |   | January 14, 2000    |  
|                                                                                |   |                            |   |   |                |   |   | (Date of inception) |  
|                                                                                |   | For the three months ended |   |   | through        |  
|                                                                                |   | March 31, 2006             |   |   | March 31, 2005 |   |   | March 31, 2006      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                            |   |                            |   |   |                |   |   |                     |  
|Net loss                                                                        | $ | (616,219                   | ) | $ | (161,480       | ) | $ | (6,371,327          | )
|Adjustments to reconcile loss from operating                                    |   |                            |   |   |                |   |   |                     |  
|to net cash used in operating activities:                                       |   |                            |   |   |                |   |   |                     |  
|Amortization
      of debt discount                                             |   | -                          |   |   | -              |   |   | 300,000             |  
|Depreciation                                                                    |   | 793                        |   |   | -              |   |   | 236,917             |  
|Stock based
      expenses                                                      |   | -                          |   |   | 133,062        |   |   | 418,728             |  
|Impairment loss                                                                 |   | -                          |   |   | -              |   |   | 259,917             |  
|Gain on settlement                                                              |   | -                          |   |   | -              |   |   | (228,636            | )
|Write-off of fixed assets                                                       |   | -                          |   |   | 1,349          |   |   | 1,349               |  
|Changes in operating assets and liabilities:                                    |   |                            |   |   |                |   |   |                     |  
|Amounts receivable                                                              |   | -                          |   |   | -              |   |   | 11,005              |  
|Other current
      assets                                                      |   | (1,998                     | ) |   | -              |   |   | (182,498            | )
|Accounts payable and accrued
      liabilities                                  |   | 56,011                     |   |   | -              |   |   | 673,978             |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|Net cash used in operating activities                                           |   | (561,413                   | ) |   | (27,069        | ) |   | (4,880,567          | )
|                                                                                |   |                            |   |   |                |   |   |                     |  
|CASH FLOW FROM INVESTING ACTIVITIES                                             |   |                            |   |   |                |   |   |                     |  
|Cash paid on mineral property claims                                            |   | -                          |   |   | (19,572        | ) |   | (777,134            | )
|Cash paid for intangible assets                                                 |   | -                          |   |   | -              |   |   | (180,068            | )
|Purchase of fixed assets                                                        |   | -                          |   |   | -              |   |   | (288,635            | )
|Net cash used in investing activities                                           |   | -                          |   |   | (19,572        | ) |   | (1,245,837          | )
|                                                                                |   |                            |   |   |                |   |   |                     |  
|CASH FLOW FROM FINANCING ACTIVITIES                                             |   |                            |   |   |                |   |   |                     |  
|Proceeds from stock issuance                                                    |   | 1,397,250                  |   |   | -              |   |   | 4,088,058           |  
|Proceeds from borrowings from related party                                     |   | -                          |   |   | -              |   |   | 2,880,201           |  
|Proceeds from borrowings on loan payable                                        |   | -                          |   |   | 100,000        |   |   | 519,035             |  
|Proceeds from subscribed stock                                                  |   | -                          |   |   | -              |   |   | 270,000             |  
|Payment on notes payable                                                        |   | (15,000                    | ) |   | -              |   |   | (15,000             | )
|                                                                                |   |                            |   |   |                |   |   |                     |  
|Net cash provided by financing activities                                       |   | 1,382,250                  |   |   | 100,000        |   |   | 7,742,294           |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON
      CASH                          |   | -                          |   |   | -              |   |   | (89,197             | )
|                                                                                |   |                            |   |   |                |   |   |                     |  
|NET CHANGE IN CASH                                                              |   | 820,837                    |   |   | 53,359         |   |   | 1,526,693           |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|CASH AT BEGINNING OF YEAR                                                       |   | 705,856                    |   |   | 295            |   |   | -                   |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|CASH AT END OF PERIOD                                                           | $ | 1,526,693                  |   | $ | 53,654         |   | $ | 1,526,693           |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|SUPPLEMENTAL INFORMATION                                                        |   |                            |   |   |                |   |   |                     |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|Interest Paid                                                                   | $ | -                          |   | $ | -              |   | $ | 50,751              |  
|Income Taxes Paid                                                               | $ | -                          |   | $ | -              |   | $ | -                   |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|Non-cash financing activities:                                                  |   |                            |   |   |                |   |   |                     |  
|Stock options for common stock issued in satisfaction
      of debt             |   |                            |   | $ | 300,000        |   | $ | 1,200,000           |  
|                                                                                |   |                            |   |   |                |   |   |                     |  
|Stock issued for conversion of accounts payable, 200,000
      shares at $0.625 |   |                            |   | $ | -              |   | $ | 125,000             |  

See Accompanying Notes to Financial Statements

F-5

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|SEARCHLIGHT MINERALS CORP.    
|------------------------------
|(AN EXPLORATION 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, 2005
  of Searchlight Minerals Corp. (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 March 31, 2006 and the results of operations and cash flows presented
  herein have been included in the financial statements. 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.

2. GOING CONCERN

Going concern The Company incurred cumulative net
  losses of approximately $6,371,327 from operations as of March 31, 2006, has
  not commenced its mining operations, and is still in the exploration stage,
  raising substantial doubt about the Companys ability to continue as a
  going concern. The Company will seek additional sources of capital through the
  issuance of debt or equity financing, but there can be no assurance the Company
  will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is
  dependent on additional sources of capital and the success of the Companys
  plan. The financial statements do not include any adjustments that might be
  necessary if the Company is unable to continue as a going concern.

3. NEW ACCOUNTING PRONOUNCEMENTS

In May 2005, the FASB issued SFAS No. 154, Accounting Changes
  and Error Corrections, a replacement of APB No. 20 and FASB Statement No. 3
  (SFAS No. 154). SFAS No. 154 requires retrospective application
  to prior periods financial statements of a voluntary change in accounting
  principle unless it is impracticable. APB Opinion No. 20 Accounting Changes,
  previously required that most voluntary changes in accounting principle be recognized
  by including in net income of the period of the change the cumulative effect
  of changing to the new accounting principle. This statement is effective for
  our Company as of January 1, 2006. The Company does not believe that the adoption
  of SFAS No. 154 will have a material impact on our consolidated financial statements.

In November 2005, the FASB issued FASB Staff Position FAS 115-1
  and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its
  Application to Certain Investments (FSP 115-1), which provides
  guidance on determining when investments in certain debt and equity securities
  are considered impaired, whether that impairment is other-than-temporary, and
  on measuring such impairment loss. FSP 115-1 also includes accounting considerations
  subsequent to the recognition of an other-than temporary impairment and requires
  certain disclosures about unrealized losses that have not been recognized as
  other-than-temporary impairments. FSP 115-1 is required to be applied to reporting
  periods beginning after December 15, 2005. We do not expect the adoption of
  FSP 115-1 will have a material impact on our consolidated financial condition
  or results of operations.

F-6

---

In February 2006, the Financial Accounting Standards Board (FASB)
  issued SFAS No. 155, Accounting for Certain Hybrid Financial Instrumentsan
  Amendment of FASB Statements No. 133 and 140 (SFAS No. 155).
  SFAS No. 155 allows financial instruments that contain an embedded derivative
  and that otherwise would require bifurcation to be accounted for as a whole
  on a fair value basis, at the holders election. SFAS No. 155 also clarifies
  and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement
  is effective for all financial instruments acquired or issued in fiscal years
  beginning after September 15, 2006. We do not expect that the adoption of SFAS
  No. 155 will have a material impact on our consolidated financial condition
  or results of operations.

In March 2006, the FASB issued SFAS No. 156, Accounting
  for Servicing of Financial Assetsan Amendment of FASB Statement No. 140
  (SFAS No. 156). SFAS No. 156 provides guidance on the accounting
  for servicing assets and liabilities when an entity undertakes an obligation
  to service a financial asset by entering into a servicing contract. This statement
  is effective for all transactions in fiscal years beginning after September
  15, 2006. We do not expect that the adoption of SFAS No. 156 will have a material
  impact on our consolidated financial condition or results of operations.

4. LOAN PAYABLE-RELATED PARTY

As of March 31, 2006, loans payable to related parties totaling
  $382,792 consists of borrowings from former officers and directors of the Company.
  The balance bear no interest, is unsecured, and is due on demand.

5. STOCKHOLDERS EQUITY

During the three months ended March 31, 2006, the Companys
  stockholders activities consisted of the following:

| | a) | On January 18, 2006 the Company issued 3,900,000 shares
        of common stock for cash at $0.45 per share related to the U.S. private
        placement offering opened December 7, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | On February 14, 2006, the Company issued 1,225,000 shares
        of common stock and warrants to purchase an additional 608,000 shares
        of common stock with an exercise price of $0.625 until June 1, 2006. These
        are related to the penalty shares and warrants for the late registration
        of shares with the Securities and Exchange Commission pursuant to the
        Private Placements completed in September 2005. Pursuant to the Private
        Placements, subscribers received penalty units consisting of a share and
        warrant. The penalty units were exercisable into 1/10thof
        a unit issued in the private placement if a registrations statement on
        Form SB-2 was not declared effective within four months and one day of
        the closing date of the private placements. The Registration Statement
        was not effective prior to the filing deadline resulting in the issuance
        of the penalty units.

6. SUBSEQUENT EVENTS

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

F-7

---

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

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as may,
will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks discussed below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC), including our
Annual Report on Form 10-KSB for the year ended December 31, 2005.

INTRODUCTION

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

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

Recent Corporate Developments

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

|1. | On April 7, 2006, the Board of Directors of Searchlight
      adopted our 2006 Stock Option Plan (the "Plan"). Under the terms of the
      Plan, options to purchase up to 40,000,000 shares of our common stock that
      may be granted to our employees, officers, directors, and eligible
      consultants of Searchlight. The Plan provides that the option price be the
      fair market value of the stock at the date of grant as determined by the
      Board of Directors. Options granted become exercisable and expire as
      determined by the Board of Directors. The maximum aggregate number of
      shares of
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|   | our common stock that may be optioned and sold under
        the Plan will be increased effective the first day of each of our fiscal
        quarters, beginning with the fiscal quarter commencing July 1, 2006, by
        an amount equal to the lesser of: (i) 15% of the total increase in the
        number of shares of common Stock outstanding during the previous fiscal
        quarter; or (ii) a lesser number of shares of common stock as may be determined
        by the board of Searchlight.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | In March, 2006, we entered into an engineering services
        agreement (the Engineering Services Agreement) with Cemetta
        Engineering and Construction Company, Inc. (Cemetta), pursuant
        to which Cemetta agreed to provide engineering services in connection
        with the design and development of an initial 2 ton per hour test module
        and a 2,000 ton per day processing facility for our Clarkdale Slag Project
        site in Arizona. Pursuant to the terms of the Engineering Services Agreement,
        we agreed to pay $115,000 for the cost to complete Phase I of the construction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | On March 7, 2006, we announced drilling sample analysis
        results from our Clarkdale Slag Project. In the fall of 2005, drilling
        commenced on our Clarkdale Slag Project under chain-of- custody sampling
        by Mountain States R&D International Inc. (MSRDI). A total
        of 9 holes and 675 feet were drilled as part of a Minerals Inventory Study
        being conducted by MSRDI on our behalf. MSRDI performed the copper, zinc,
        and iron analysis using the fusion assay method, followed by atomic absorption
        (AA). Gold analysis was performed by Arrakis, Inc., under the chain-of-custody
        of MSRDI, using 4-acid total digestion followed by graphite furnace atomic
        absorption (GFAA). Ten foot interval assays for SD1-SD6 as well as assays
        from SD-7, SD-11 and SD-12 are currently being prepared by MSRDI and are
        expected to follow, along with silver (Ag) assays for each drill hole.
        We intend to resume the drilling program following the receipt and analysis
        of the first nine drill holes. Once the results from the drill program
        are fully analyzed, planning for the next steps on the project will begin.
        These next steps may include more drilling, analytical work, and testing
        of material on a larger scale (such as a test plant). At such time that
        we deem appropriate, a bankable feasibility study will be undertaken.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | In February, 2006, we issued a total of 1,225,000 shares
        of our common stock and warrants to purchase an additional 608,000 shares
        of our common stock exercisable at a price of $0.625 until June 1, 2006
        to subscribers of our three private placements completed in September,
        2005 (the September 2005 Private Placements). Pursuant to
        the terms of each of the September 2005 Private Placements, subscribers
        received non-transferable warrants (the Penalty Units) exercisable
        into 1/10thof a unit issued in the September 2005 Private
        Placements for no additional consideration if a registration statement
        on Form SB-2 (the Registration Statement) registering the
        resale of the units issued pursuant to the September 2005 Private Placements
        was not declared effective by the SEC within four months and one day after
        the closing of the September 2005 Private Placements (the Filing
        Deadline). Searchlights Registration Statement was not declared
        effective by the SEC before the Filing Deadline and as a result we issued
        the Penalty Units to the subscribers of the September 2005 Private Placements.                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | On February 21, 2006, we entered into an employment
        agreement with Ian R. McNeil dated effective January 1, 2006. Pursuant
        to the terms of the agreement, Mr. McNeil is to be paid an annual salary
        of $108,000 and a bonus of $36,000 on execution of the agreement, in consideration
        of which Mr. McNeil agreed to act as our President and Chief Executive
        Officer. Mr. McNeil is also eligible for a discretionary bonus to be determined
        based on factors considered relevant by our board of directors, and may
        be granted, subject to the approval of the Board, incentive stock options
        to purchase shares of our common stock in such amounts and at such times
        as the Board, in its absolute discretion, may from time to time determine.
        The term of the agreement is for an indefinite period, unless otherwise
        terminated pursuant to the terms of the agreement. In the event that the
        agreement is terminated by us other than for cause, we will provide Mr.
        McNeil with six months written notice or payment equal to six months of
        his monthly remuneration.                                                                                                                                                                                                                                                                                           

4

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

PLAN OF OPERATION

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

Plan Of Operation

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

Searchlight Project

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

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

5

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|SAMPLING & TESTING PROGRAM
      (3 Months)                                    |                   
|------------------------------------------------------------------------------ | ------------------
|Independent Research & Testing                                                 |                   
|Independent Engineering Report                                                 |                   
|                                                                               |                   
|DRILL PROGRAM (5 Months)                                                       |                   
|Permits and Environmental Bond                                                 | $ 200,000         
|18 Reverse Circulation Drill
      Holes, Field Management, Sampling, Assaying | $ 310,000         
|Independent Engineering Report                                                 | $ 30,000          
|Reclamation & Re-vegetation                                                    | $ 10,000          
|                                                                               |                   
|                                                                               | TOTAL COST PHASE 1

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

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

Clarkdale Slag Project

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

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

6

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

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

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


Cash Requirements

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

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


We recorded a net operating loss before income taxes of
$616,219 for the quarter ended March 31, 2006 and have an accumulated deficit of
$6,371,327 since inception. As at the date of this Quarterly Report we had cash
of approximately $1,526,693 and for the next twelve months, management
anticipates that the minimum cash requirements to fund our proposed exploration
program and our continued operations will be $5,050,000. Accordingly, we do not
have sufficient funds to meet our

7

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planned expenditures over the next twelve months and will need
to seek additional financing to meet our planned expenditures. See Future
Financings, below.

|RESULTS OF OPERATIONS        |                             |            |                      
|---------------------------- | --------------------------- | ---------- | ---------------------
|                             |                             |            |                      
|Summary of Quarterly Results |                             |            |                      
|                             | Three Months Ended March 31
|                             | 2006                        | 2005       | Percentage           
|                             |                             |            | Increase / (Decrease)
|Revenue                      | $-                          | $-         | -                    
|Expenses                     | (616,219)                   | (161,480)  | 281.6%               
|Net Income (Loss)(1)         | $(616,219)                  | $(161,480) | 281.6%               

|(1) | Net loss excludes Foreign Currency Translation Adjustment
      of ($11,769) and $24,148 for the quarters ended March 31, 2006 and 2005,
      respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

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

Expenses

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

|                            | Three Months Ended March 31
|--------------------------- | ---------------------------
|                            | 2006                       
|                            |                            
|Research and development    | $-                         
|Mining exploration expenses | 402,494                    
|General and administrative  | 212,932                    
|Stock based compensation    | -                          
|Depreciation                | 793                        
|Total Expenses              | $616,219                   

We incurred operating expenses in the amount of $616,219 for
the quarter ended March 31, 2006 as compared to $161,480 for the quarter ended
March 31, 2005. Operating expenses for the quarter ended March 31, 2006
increased by 281.6% as compared to the comparable period in 2005 largely due to:
(i) increased mineral exploration expenses in connection with the acquisition of
our interest in the Clarkdale Slag Project and Searchlight Project due to the
fact that we re-organized our business into that of a mining and exploration
company; and (ii) increased general and administrative expenses due to increased
professional fees associated with the completion of our private placements, the
preparation of our registration statement on Form SB-2 and compliance with our
reporting obligations under the Exchange Act.

8

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

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

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

Future Financings

Our plan of operation calls for significant expenses in
connection with the exploration of the Searchlight Claims and drilling and
sampling activities on the Clarkdale Slag Project which will require us to
obtain additional financing. We recorded a net operating loss before income
taxes of $616,219 for the quarter ended March 31, 2006 and have an accumulated
deficit of $6,371,327 since inception. As at the date of this Quarterly Report
we had cash of approximately $1,526,693 and for the next twelve months,
management anticipates that the minimum cash requirements to fund our proposed
exploration program and our continued operations will be $5,050,000. Accordingly
we do not have sufficient funds to meet our planned expenditures over the next
twelve months and will need to seek additional financing to meet our planned
expenditures.

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

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

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

9

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Use of Estimates

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

Property and Equipment

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is calculated using the straight-line method over
four years with the exception of leasehold improvements. Leasehold improvements
are depreciated on a straight-line basis over the term of the lease.

Exploration Stage Company

We have been in the exploration stage since our restructuring
and have not yet realized any revenues from our planned operations. We are
primarily engaged in the acquisition and exploration of mining properties. Upon
the location of commercially minable reserves, we plan to prepare for mineral
extraction and enter the development stage.

Mineral Property Acquisition and Exploration Costs

We expense all costs related to the acquisition and exploration
of mineral properties in which we have secured exploration rights prior to
establishment of proven and probable reserves. To date, we have not established
the commercial feasibility of any exploration prospects; therefore, all costs
are being expensed.

Depreciation, Amortization and Capitalization

We record depreciation and amortization when appropriate, using
both straight-line and declining balance methods over the estimated useful life
of the assets (five to seven years). Expenditures for maintenance and repairs
are charged to expense as incurred. Additions, major renewals and replacements
that increase the property's useful life are capitalized. Property sold or
retired, together with the related accumulated depreciation, is removed from the
appropriate accounts and the resultant gain or loss is included in net
income.

RISKS AND UNCERTAINTIES

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

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

- our ability to locate a profitable mineral property; and
- our ability to generate revenues from such mineral property.

10

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Our plan of operation calls for significant expenses in
connection with the exploration of the Searchlight Claims and drilling and
sampling activities on the Clarkdale Slag Project, which will require us to
obtain additional financing. We recorded a net operating loss before income
taxes of $616,219 for the quarter ended March 31, 2006 and have an accumulated
deficit of $6,371,327 since inception. As at March 31, 2006, we had cash of
$1,526,693 and for the next twelve months, management anticipates that the
minimum cash requirements to fund our proposed exploration program and our
continued operations will be $5,050,000. Accordingly we do not have sufficient
funds to meet our planned expenditures over the next twelve months and will need
to seek additional financing to meet our planned expenditures.

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

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

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

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

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

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

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

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

We are currently undertaking drilling and sampling activities
on the Clarkdale Slag Project site in order to assess whether the slag possesses
a mineral inventory capable of commercial extraction. Once the results from the
drill program are fully analyzed, we intend to undertake the next steps on the
project. These next steps may include more drilling, analytical work, and
testing of material on a larger scale

11

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(such as a test plant). At such time that we deem appropriate,
a bankable feasibility study will be undertaken. There is no assurance that
actual recoveries of base and precious metals or other minerals re-processed
from the slag pile will be economically feasible. If metal recoveries are less
than projected, then our metal sales will be less than anticipated and may not
equal or exceed the cost of mining and recovery in which case our operating
results and financial conditions will be adversely affected.

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

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

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies, and construction of production
  facilities, all of which we have not budgeted for;
- Availability and costs of financing;
- Ongoing costs of production; and
- Environmental compliance regulations and restraints.

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

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

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

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

12

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

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

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

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

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

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

| | 1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                          
| | 2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
| |    |                                                                                                                                                                                                                                          
| | 3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
| |    |                                                                                                                                                                                                                                          
| | 4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
| |    |                                                                                                                                                                                                                                          
| | 5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
| |    |                                                                                                                                                                                                                                          
| | 6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

13

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

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting during the quarter ended March 31, 2006 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

14

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

15

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ITEM 5. OTHER INFORMATION.

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

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

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

|Exhibit |                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                     
|        |                                                                                                                                                                                             
|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.(12)                                                                               
|3.7     | Certificate of Change to Authorized
      Capital Pursuant to NRS 78.209(13)                                                                                                                
|3.8     | Amended Bylaws dated July 22, 2005.(9)                                                                                                                                                      
|3.9     | Amended Bylaws dated August 9,
      2005. (12)                                                                                                                                             
|4.1     | Specimen Stock Certificate.(1)                                                                                                                                                              
|10.1    | Acquisition Agreement.(2)                                                                                                                                                                   
|10.2    | 2002 Nonqualified Stock Option Plan.(4)                                                                                                                                                     
|10.3    | 2003 Nonqualified Stock Option
      Plan.(5)                                                                                                                                               
|10.4    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., Kiminco Inc.,  Pass Minerals Inc.,
      Debra L. Matheson, and Pilot Plant Inc. dated February 8, 2005.(8)
|10.5    | Letter Agreement between Phage
      Genomics Inc., Searchlight Minerals Corp., K. Ian Matheson, and Pilot Plant
      Inc. dated February 8, 2005.(8)                                      
|10.6    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., K. Ian Matheson, and Bear Dog Mines Inc. dated
      February 8, 2005.(8)                                  
|10.7    | Letter Agreement between Phage
      Genomics, Inc., Searchlight Minerals Corp., K. Ian Matheson, and Gold Hunter
      Inc. dated February 8, 2005.(8)                                     

16

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|Exhibit |                                                                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                            
|10.8    | Letter Agreement between Phage
      Genomics, Inc., Searchlight Minerals Corp., Kiminco Inc., Pass Minerals
      Inc., Michael D. Anderson, Farrell Drozd, Michael I. Matheson, and Pass
      Minerals Inc. dated February 8, 2005.(8)  
|10.9    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., K. Ian Matheson, and Britti Gold Inc. dated
      February 8, 2005.(8)                                                                                    
|10.10   | Letter Agreement between Phage
      Genomics, Inc., Searchlight Minerals Corp., Kiminco Inc., Pass Minerals
      Inc., Michael D. Anderson, Geosearch Inc., Patrick I. Matheson, and Geotech
      Mining Inc. dated February 8, 2005.(8)
|10.11   | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., Kiminco Inc., Pass Minerals Inc., and Gold Crown
      Inc. dated February 8, 2005.(8)                                                                    
|10.12   | Engagement Letter dated June 17,
      2005 between Searchlight Minerals Corp. and Clarion Finanz AG.(10)                                                                                                                                  
|10.13   | Extension Agreement dated effective June 22, 2005
      among Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Pilot
      Plant Inc.(10)                                                                                      
|10.14   | Extension Agreement dated effective
      June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight Minerals,
      Inc. and Bear Dog Mines Inc.(10)                                                                                   
|10.15   | Extension Agreement dated effective June 22, 2005
      among Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Gold
      Hunter Inc.(10)                                                                                      
|10.16   | Extension Agreement dated effective
      June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight Minerals,
      Inc., Pass Minerals Inc., Michael D. Anderson, Farrell Drozd and Michael
      I. Matheson.(10)                    
|10.17   | Extension Agreement dated effective June 22, 2005
      among Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Britti
      Gold Inc.(10)                                                                                      
|10.18   | Extension Agreement dated effective
      June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight Minerals,
      Inc., Geotech Mining Inc., Michael D. Anderson, Geosearch Inc. and Patrick
      B. Matheson.(10)                  
|10.19   | Extension Agreement dated effective June 22, 2005
      among Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Gold
      Crown Minerals Inc.(10)                                                                              
|10.20   | Assignment Agreement dated for
      reference June 1, 2005 between Searchlight Minerals Corp. and Nanominerals
      Corp.(11)                                                                                                            
|10.21   | Engagement Letter dated May 9, 2005 between Searchlight
      Minerals Corp. and Dominick & Dominick Securities Inc. (12)                                                                                                                  
|10.22   | First Amendment to Assignment Agreement
      between Nanominerals Corp. and Searchlight Minerals Corp. dated August 31,
      2005.(15)                                                                                                   
|10.23   | Second Amendment to Assignment Agreement between
      Nanominerals Corp. and Searchlight Minerals Corp. dated October 24, 2005.(14)                                                                                                       
|10.24   | Agency Agreement between Searchlight
      Minerals Corp. and Dominick & Dominick Securities Inc. dated September
      1, 2005. (18)                                                                                                      
|10.25   | Office Suite Lease Agreement between Burnett &
      Williams Executive Suites and Searchlight Minerals Corp. dated September
      6, 2005.(15)                                                                                           
|10.26   | Finders Fee Agreement between
      Searchlight Minerals Corp. and S&P Investors, Inc. dated December 7,
      2005.(16)                                                                                                                  
|10.27   | Employment Agreement between Searchlight Minerals
      Corp. and Carl S. Ager dated as of January 1, 200.6(17)                                                                                                                            
|10.28   | Employment Agreement between Searchlight
      Minerals Corp. and Ian R. McNeil dated as of January 1, 2006.(17)                                                                                                                           

17

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|Exhibit |                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                           
|        |                                                                                                                                                                   
|10.29   | 2006
      Stock Option Plan.                                                                                                                                     
|14.1    | Code of Ethics.(7)                                                                                                                                                
|31.1    | Certification
      of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                               
|31.2    | Certification of Principal
      Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|32.1    | Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2    | Certification of Principal
      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.                    
|(12) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on August 22, 2005.             
|(13) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on October 14, 2005.                 
|(14) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on October 28, 2005.                 
|(15) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on November 21, 2005.           
|(16) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 13, 2005.                
|(17) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 2, 2006.                    
|(18) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on April 3,
2006.

REPORTS ON FORM 8-K

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

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


18

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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.
|------------------ | --------------------------------
|                   |                                 
|                   |                                 
|Date: May 15, 2006 | By:                             
|                   |                                 
|                   |                                 
|                   |                                 
|                   |                                 
|                   |                                 
|                   |                                 
|Date: May 15, 2006 | By:                             
|                   |                                 
|                   |                                 
|                   |                                 

19

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