---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB

[X]Quarterly Report under Section 13 or 15(d) of the Securities
  Exchange Act of 1934

For the quarterly period ended September 30, 2006

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

For the transition period ________ to ________

COMMISSION FILE NUMBER**000-30995**

SEARCHLIGHT MINERALS CORP.(Exact name of small business issuer as specified in its
charter)

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

#120 - 2441 West Horizon Ridge Parkway Henderson, NV 89052(Address of principal executive offices)

(702) 939-5247Issuer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
November 9, 2006, the Issuer had 67,231,000 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 nine months ended September 30, 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 the 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)

|                                                              |   | September 30, |   |   | December 31, |  
|------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                              |   | 2006          |   |   | 2005         |  
|                                                              |   |               |   |   |              |  
|ASSETS                                                        |  
|                                                              |   |               |   |   |              |  
|Current assets                                                |   |               |   |   |              |  
|Cash                                                          | $ | 4,687,405     |   | $ | 705,856      |  
|Employee advance                                              |   | 20,212        |   |   | -            |  
|                                                              |   |               |   |   |              |  
|Total current assets                                          |   | 4,707,617     |   |   | 705,856      |  
|                                                              |   |               |   |   |              |  
|Property and equipment, net                                   |   | 31,412        |   |   | 15,136       |  
|Mining claims                                                 |   | 127,134       |   |   | 127,134      |  
|Joint venture agreement                                       |   | 690,000       |   |   | 690,000      |  
|Deposits                                                      |   | 180,500       |   |   | 180,500      |  
|                                                              |   |               |   |   |              |  
|Total assets                                                  | $ | 5,736,663     |   | $ | 1,718,626    |  
|                                                              |   |               |   |   |              |  
|                                                              |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                          |  
|                                                              |   |               |   |   |              |  
|Current liabilities                                           |   |               |   |   |              |  
|Accounts payable                                              | $ | 808,700       |   | $ | 783,246      |  
|Loan payable - former officers
      and directors            |   | 382,792       |   |   | 379,877      |  
|Loan payable                                                  |   | -             |   |   | 15,000       |  
|                                                              |   |               |   |   |              |  
|Total current liabilities                                     |   | 1,191,492     |   |   | 1,178,123    |  
|                                                              |   |               |   |   |              |  
|Total liabilities                                             |   | 1,191,492     |   |   | 1,178,123    |  
|                                                              |   |               |   |   |              |  
|Stockholders' equity                                          |   |               |   |   |              |  
|Common stock, $0.001 par value;
      400,000,000 shares      |   |               |   |   |              |  
|authorized, 67,231,000 and 52,150,000
      shares issued and |   |               |   |   |              |  
|outstanding at September
      30, 2006 and December 31, 2005 |   |               |   |   |              |  
|respectively                                                  |   | 67,231        |   |   | 52,150       |  
|Additional paid-in capital                                    |   | 12,890,833    |   |   | 6,083,298    |  
|Common stock subscribed                                       |   | -             |   |   | 270,000      |  
|Accumulated other comprehensive
      loss                    |   | (121,606      | ) |   | (109,837     | )
|Accumulated deficit during development stage                  |   | (8,291,287    | ) |   | (5,755,108   | )
|                                                              |   |               |   |   |              |  
|Total stockholders' equity                                    |   | 4,545,171     |   |   | 540,503      |  
|                                                              |   |               |   |   |              |  
|Total liabilities and stockholders' equity                    | $ | 5,736,663     |   | $ | 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 fromJanuary 14, 2000For the three months ended
      
      
      For the nine months ended
      
      
      (Date of Inception)September 30,
      
      
      September 30,
      
      
      Through2006
      
      
      2005
      
      
      2006
      
      
      2005
      
      
      September 30, 2006Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Operating expensesResearch and development
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,900,095Mining exploration expenses
      
      642,226
      
      
      275,563
      
      
      1,665,114
      
      
      338,453
      
      
      2,552,137General and administrative
      
      231,304
      
      
      163,575
      
      
      886,156
      
      
      681,310
      
      
      3,353,084Depreciation
      
      1,651
      
      
      139
      
      
      4,617
      
      
      139
      
      
      240,741Impairment loss on intangible assets
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      173,234Impairment loss on property
        and equipment
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      86,683Total operating expenses
      
      875,181
      
      
      439,277
      
      
      2,555,887
      
      
      1,019,902
      
      
      8,305,974Loss from operations
      
      (875,181
      )
      
      (439,277
      )
      
      (2,555,887
      )
      
      (1,019,902
      )
      
      (8,305,974
      )Other income (expense):Other income
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      282,142Loss on equipment disposition
      
      -
      
      
      -
      
      
      (4,398
      )
      
      -
      
      
      (4,398
      )Interest income
      
      24,106
      
      
      -
      
      
      24,106
      
      
      -
      
      
      24,106Interest expense, net
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (300,000
      )Total other income
        (expense)
      
      24,106
      
      
      -
      
      
      19,708
      
      
      -
      
      
      1,850Loss from operations beforeprovision for income taxes
      
      (851,075
      )
      
      (439,277
      )
      
      (2,536,179
      )
      
      (1,019,902
      )
      
      (8,304,124
      )Income tax benefit
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      12,837Net loss
      
      (851,075
      )
      
      (439,277
      )
      
      (2,536,179
      )
      
      (1,019,902
      )
      
      (8,291,287
      )Other Comprehensive LossForeign currency translation
        adjustment
      
      -
      
      
      -
      
      
      (11,769
      )
      
      24,148
      
      
      (121,606
      )Comprehensive Loss
      
      (851,075
      )
      
      (439,277
      )
      
      (2,547,948
      )
      
      (995,754
      )
      
      (8,412,893
      )Loss per common share - basicNet loss
      $
      (0.01
      )
      $
      (0.01
      )
      $
      (0.04
      )
      $
      (0.02
      )Weighted average common shares outstanding -Basic
      
      66,820,130
      
      
      52,150,000
      
      
      60,314,308
      
      
      50,314,432Loss per common share - dilutedNet loss
      $
      (0.01
      )
      $
      (0.01
      )
      $
      (0.03
      )
      $
      (0.02
      )Weighted average common shares outstanding -Diluted
      
      90,191,000
      
      
      52,150,000
      
      
      84,931,714
      
      
      50,314,432


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) |   |   | Subscribed |  |   | 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     |  

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) |   |  | Subscribed |   |  | Compensation |  |  | Stage          |   |  | Equity     |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of common stock                  |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|in satisfaction of debt, $0.625 per share |  | 200,000      |  |  | 200        |  |  | 124,800         |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 125,000    |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|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                  |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|related to exercise of warrants           |  | 1,225,000    |  |  | 1,225      |  |  | (1,225          | ) |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | -          |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of stock options for             |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|120,000 shares of common stock            |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|to two officers                           |  | -            |  |  | -          |  |  | 20,864          |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 20,864     |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of stock options for             |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|500,000 shares of common stock            |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|to two directors                          |  | -            |  |  | -          |  |  | 122,420         |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 122,420    |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of stock options for             |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|100,000 shares of common stock            |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|to two directors                          |  | -            |  |  | -          |  |  | 24,484          |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 24,484     |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of common stock for cash         |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Reg. S - Private Placement,               |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|$0.625 per share                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|from exercise of warrants                 |  | 6,125,000    |  |  | 6,125      |  |  | 3,822,000       |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 3,828,125  |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of common stock for cash         |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Reg. S - Private Placement,               |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|$0.375 per share                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|from exercise of warrants                 |  | 1,768,500    |  |  | 1,768      |  |  | 661,420         |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 663,188    |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of common stock for cash         |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Reg. S - Private Placement,               |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|$0.625 per share                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|from exercise of warrants                 |  | 612,500      |  |  | 613        |  |  | 382,200         |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 382,813    |  
|                                          |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|Issuance of stock options for             |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|100,000 shares of common stock            |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|to officer for recruitment                |  |              |  |  |            |  |  |                 |   |  |               |   |  |            |   |  |              |  |  |                |   |  |            |  
|amortized over vesting period.            |  | -            |  |  | -          |  |  | 1,309           |   |  | -             |   |  | -          |   |  | -            |  |  | -              |   |  | 1,309      |  

See Accompanying Notes to Financial Statements 
  F-4

---

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) |   |   | Subscribed |  |   | Compensation |  |   | Stage          |   |   | Equity     |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Issuance of common stock to            |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|officer for recruitment                |  | 50,000       |  |   | 50         |  |   | 102,950         |   |   | -             |   |   | -          |  |   | -            |  |   | -              |   |   | 103,000    |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Issuance of stock options for          |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|50,000 shares of common stock          |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|to employee for recruitment            |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|amortized over vesting period.         |  | -            |  |   | -          |  |   | 1,309           |   |   | -             |   |   | -          |  |   | -            |  |   | -              |   |   | 1,309      |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Effect of foreign currency translation |  | -            |  |   | -          |  |   | -               |   |   | (11,769       | ) |   | -          |  |   | -            |  |   | -              |   |   | -          |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Issuance of common stock               |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|for mining concessions recorded        |  | 1,400,000    |  |   | 1,400      |  |   | (1,400          | ) |   | -             |   |   | -          |  |   | -            |  |   | -              |   |   | -          |  
|at initial transaction                 |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Amortization of stock options issued   |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|to employee and officer over           |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|vesting period                         |  | -            |  |   | -          |  |   | 7,854           |   |   | -             |   |   | -          |  |   | -            |  |   | -              |   |   | 7,854      |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Net loss September 30, 2006            |  | -            |  |   | -          |  |   | -               |   |   | -             |   |   | -          |  |   | -            |  |   | (2,536,179     | ) |   | -          |  
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Net comprehensive loss                 |  | -            |  |   | -          |  |   | -               |   |   | -             |   |   | -          |  |   | -            |  |   | -              |   |   | (2,547,948 | )
|                                       |  |              |  |   |            |  |   |                 |   |   |               |   |   |            |  |   |              |  |   |                |   |   |            |  
|Balance, September 30, 2006            |  | 67,231,000   |  | $ | 67,231     |  | $ | 12,890,833      |   | $ | (121,606      | ) | $ | -          |  | $ | -            |  | $ | (8,291,287     | ) | $ | 4,545,171  |  

See Accompanying Notes to Financial Statements 
  F-5

---



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

|                                                                    |   |                           |   |   |                     |   |   | Period from        |  
|------------------------------------------------------------------- | - | ------------------------- | - | - | ------------------- | - | - | ------------------ | -
|                                                                    |   |                           |   |   |                     |   |   | January 14, 2000   |  
|                                                                    |   | For the nine months ended |   |   | (Date of inception) |  
|                                                                    |   | September 30,             |   |   | through             |  
|                                                                    |   | 2006                      |   |   | 2005                |   |   | September 30, 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                |   |                           |   |   |                     |   |   |                    |  
|Net loss                                                            | $ | (2,536,179                | ) | $ | (973,905            | ) | $ | (8,291,287         | )
|Adjustments to reconcile loss
      from operating                  |   |                           |   |   |                     |   |   |                    |  
|to net cash used in operating activities:                           |   |                           |   |   |                     |   |   |                    |  
|Amortization
      of debt discount                                 |   | -                         |   |   | -                   |   |   | 300,000            |  
|Depreciation                                                        |   | 4,617                     |   |   | 139                 |   |   | 240,741            |  
|Expenses
      paid with stock issuance                             |   | 103,000                   |   |   | 422,490             |   |   | 521,728            |  
|Stock based compensation                                            |   | 178,240                   |   |   | -                   |   |   | 178,240            |  
|Impairment
      loss                                               |   | -                         |   |   | -                   |   |   | 259,917            |  
|Gain on settlement                                                  |   | -                         |   |   | (45,997             | ) |   | (45,997            | )
|Loss
      on asset disposition                                     |   | 4,398                     |   |   | -                   |   |   | (224,238           | )
|Write-off of fixed
      assets                                     |   | -                         |   |   | 1,349               |   |   | 1,349              |  
|Changes in operating assets and
      liabilities:                  |   |                           |   |   |                     |   |   |                    |  
|Amounts receivable                                                  |   | -                         |   |   | -                   |   |   | 11,005             |  
|Other
      current assets                                          |   | (20,212                   | ) |   | (180,500            | ) |   | (200,712           | )
|Accounts payable
      and accrued liabilities                      |   | 28,369                    |   |   | 205,259             |   |   | 646,336            |  
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|Net cash used in operating activities                               |   | (2,237,767                | ) |   | (571,165            | ) |   | (6,602,918         | )
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|CASH FLOW FROM INVESTING ACTIVITIES                                 |   |                           |   |   |                     |   |   |                    |  
|Cash paid on mineral property
      claims                          |   | -                         |   |   | (777,134            | ) |   | (777,134           | )
|Cash paid for intangible assets                                     |   | -                         |   |   | -                   |   |   | (180,068           | )
|Purchase of fixed assets                                            |   | (25,291                   | ) |   | (16,085             | ) |   | (313,926           | )
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|Net cash used in investing activities                               |   | (25,291                   | ) |   | (793,219            | ) |   | (1,271,128         | )
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|CASH FLOW FROM FINANCING ACTIVITIES                                 |   |                           |   |   |                     |   |   |                    |  
|Proceeds from stock issuance                                        |   | 1,397,250                 |   |   | 2,722,250           |   |   | 4,088,058          |  
|Proceeds from exercise of warrants
      for stock                  |   | 4,874,126                 |   |   | -                   |   |   | 4,874,126          |  
|Proceeds from borrowings from related party                         |   | -                         |   |   | -                   |   |   | 2,880,201          |  
|Proceeds from borrowings on loan
      payable                      |   | -                         |   |   | -                   |   |   | 519,035            |  
|Proceeds from subscribed stock                                      |   | -                         |   |   | -                   |   |   | 270,000            |  
|Payment on notes payable                                            |   | (15,000                   | ) |   | 15,000              |   |   | (15,000            | )
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|Net cash provided by financing
      activities                     |   | 6,256,376                 |   |   | 2,737,250           |   |   | 12,616,420         |  
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON
      CASH              |   | (11,769                   | ) |   | -                   |   |   | (100,966           | )
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|NET CHANGE IN CASH                                                  |   | 3,981,549                 |   |   | 1,372,866           |   |   | 4,641,408          |  
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|CASH AT BEGINNING OF YEAR                                           |   | 705,856                   |   |   | 295                 |   |   | -                  |  
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|CASH AT END OF PERIOD                                               | $ | 4,687,405                 |   | $ | 1,373,161           |   | $ | 4,641,408          |  
|                                                                    |   |                           |   |   |                     |   |   |                    |  
|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            |  
|Stock issued for conversion                                         |   |                           |   |   |                     |   |   |                    |  
|of accounts payable,
      100,000 shares at $0.72                  | $ | -                         |   | $ | 72,000              |   | $ | 72,000             |  
|Stock issued for compensation                                       |   |                           |   |   |                     |   |   |                    |  
|50,000 shares at
      $2.06                                        | $ | 103,000                   |   | $ | -                   |   | $ | 103,000            |  

See Accompanying Notes to Financial Statements 
  F-6

---



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 September 30, 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 $8,291,893 from operations as of September 30, 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.

Management plans to fund its future operations 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 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

F-7

---

SEARCHLIGHT MINERALS CORP. 
  (AN EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(UNAUDITED)

December 15, 2005. We do not expect the adoption of FSP 115-1
  will have a material impact on our financial condition or results of operations.

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 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 financial condition or results of operations.

4. LOAN PAYABLE  FORMER OFFICERS AND DIRECTORS

As of September 30, 2006, loans payable 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 nine months ended September 30, 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | c) | On June 21, 2006, the Company issued 8,506,000 shares
        of common stock from the exercise of warrants resulting in cash proceeds
        of $4,874,126. Warrants exercised were for 6,125,000 shares at $0.625
        per share, 1,768,500 shares at $0.375 per share and 612,500 at $0.625
        per share. Each of the warrants was set to expire in June 2006 and all
        were exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | d) | On June 23, 2006, the Company issued 50,000 shares at
        $2.06 per share as consideration for an employment contract entered into
        on June 14, 2006 with a new Chief Financial Officer. In addition, the
        Company advanced $33,084 for withholding taxes required to be paid on
        total compensation of $103,000. The advance is to be repaid bi-monthly
        with full payment to be made in December 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | e) | On July 27, 2006, the Company issued 1,400,000 shares
        to the owners of the Searchlight Claims. This issuance is the second of
        four required share payments to complete the acquisition of the searchlight
        claims totaling 5,600,000 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-8

---



SEARCHLIGHT MINERALS CORP. 
  (AN EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(UNAUDITED)

6. OPTION PLAN

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.

During the nine months ended September 30, 2006, the Company
  issued granted stock options as follows:

| | a) | On April 7, 2006 the Company granted incentive stock
        options for the purchase of 120,000 shares of common stock at $1.70 per
        share. The options were granted equally to two officers, are fully vested
        and expire on April 7, 2011.                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                 
| | b) | On June 6, 2006, the Company granted nonqualified stock
        options for the purchase of 500,000 shares of common stock at $2.40 per
        share. The options were granted equally to two officer/directors, are
        fully vested and expire on June 6, 2011.                                                          
| |    |                                                                                                                                                                                                                                                                                                                                 
| | c) | On June 6, 2006, the Company granted nonqualified stock
        options for the purchase of 100,000 shares of common stock at $2.40 per
        share. The options were granted to equally to two directors, are fully
        vested and expire on June 6, 2011.                                                               
| |    |                                                                                                                                                                                                                                                                                                                                 
| | d) | On June 14, 2006, the Company granted nonqualified stock
        options for the purchase of 100,000 shares of common stock at $2.06 per
        share. The options were granted as a recruitment incentive to the Chief
        Financial Officer and vest 50% on June 14, 2007 and the remaining 50%
        on June 14, 2008.
| |    |                                                                                                                                                                                                                                                                                                                                 
| | e) | On June 14, 2006, the Company granted nonqualified stock
        options for the purchase of 50,000 shares of common stock at $2.06 per
        share. The options were granted as a recruitment incentive to an employee
        and vest 50% on December 14, 2006 and the remaining 50% on June 14, 2007.                     

Compensation expense for quarter and nine months ended related
  to granting of stock options were $7,854 and $178,240, respectively.

F-9

---

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. These statements reflect the current views of
management with respect to future events and are subject to risks, uncertainties
and other factors that may cause our actual results, performance or
achievements, or industry results, to be materially different from those
described in the forward-looking statements. Such risks and uncertainties
include those set forth under the caption Managements Discussion and Analysis
or Plan of Operation and elsewhere in this Quarterly Report. 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 Reports on Form 10-KSB and our Current Reports on Form 8-K.

INTRODUCTION

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We have entered into mineral option
agreements to acquire 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, pursuant to 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), we received the option to acquire
up to 50% of a project involving 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 our 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 the completion of our last fiscal quarter ended June 30, 2006:

|1. | On September 20, 2006, we received Chain of Custody (COC)
      analysis results from twelve drill holes and a 750-pound bulk sample taken
      from the slag pile located on our Clarkdale Slag Project property in
      Clarkdale, Arizona. The results from the analysis of the drill holes are
      summarized below, see Current Status of Exploration of Clarkdale Slag
      Project.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|2. | On September 8, 2006, our board of directors approved
      certain amendments to our Code of Ethics, primarily relating to updating
      the Code of Ethics, expanding on permitted relationships between board
      members and third parties, and clarifying ethics obligations of the
      Company and the board in public reporting, corporate opportunities and
      gifts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | Also on September 8, 2006, we adopted a revised audit
      committee charter and a whistle blower policy. The purpose of the
      amendment to the audit committee charter is to expand on the role of the
      audit committees relationship with external auditors and the primary
      committee responsibilities. The purpose of the whistle blower policy is to
      encourage all employees to disclose any wrongdoing that may adversely
      impact us, our customers, shareholders, employees, investors, or the
      public at large. The policy also sets forth (i) an investigative process
      of reported acts of wrongdoing and retaliation and (ii) procedures for
      reporting questionable auditing, accounting and internal control matters
      from employees on a confidential and anonymous basis and from other
      interested third parties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | In September, 2006, Mr. K. Ian Matheson, a member of our
      board of directors, terminated his monthly $3,500 management fee. Prior to
      September, 2006 in connection with our corporate restructuring in fiscal
      2005, we agreed to pay a management fee of $3,500 per month to Pass
      Minerals Inc., a company controlled by Mr. Matheson, for management
      services provided by Mr. Matheson respecting the reorganization of
      Searchlight and the development of assaying and testing procedures for the
      Searchlight Claims.                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | On July 27, 2006, we issued 1,400,000 shares pursuant to
      our mineral option agreements with the owners of the Searchlight Claims.
      The issuance was completed pursuant to Section 4(2) of the Securities Act.
      As of the date of this Quarterly Report, we have issued 2,800,000 of the
      5,600,000 shares of our common stock required to complete our acquisition
      of the Searchlight Claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Current Status of Exploration of Searchlight Claims

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 filed a surety bond in the
amount of approximately $180,500 for Phase 1 and Phase 2 of our work program
with the Bureau of Land Management (BLM), and have commenced the two phase
exploration program approved in connection with the terms of our reclamation
permit.

The initial work program (Phase 1) for the Searchlight Claims
is focused 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 Chain-of-Custody (COC) surface sampling is currently in
progress by Arrakis, Inc. (Arrakis). We have completed the initial clave
testing, which is designed to help improve the metallurgical process and
recovery of precious metals. We are planning to optimize this process through
additional optimization clave tests. We are currently awaiting the test
results from Arrakis which are expected to be received during our next fiscal
quarter. 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, which will
consist of infill drilling, bulk sampling and pilot leach tests to determine the
commercial feasibility of the project, is expected to commence although there
can be no assurances. The scope and cost of Phase 2 will be determined after
Phase 1 is complete.

Current Status of Exploration of 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 mineralized material
capable of commercial extraction. Pursuant to our 2006 exploration program,
drilling commenced on our Clarkdale Slag Project under chain-of-custody (COC)
sampling by Mountain States R&D International Inc. (MSRDI). To date, we
have drilled a total of 18 holes (SD1-18), comprising more than 1,700 feet, in
the slag pile all under the supervision of MSRDI and adhered to COC. These holes
were drilled as part of a minerals study being conducted by MSRDI on our behalf.
Sample preparation and analysis were performed under MSRDIs COC sampling.
During our fiscal quarter ended September 30, 2006, we received COC analysis
results from eighteen

4

---

drill holes and a 750-pound bulk sample taken from the slag
pile located on our Clarkdale Slag Project. The following composite drill
results and bulk sample analysis were reported to us by MSRDI:

Summary of Results

Results
    Gold Au (opt)*
    Silver Ag (opt)*
    Copper Cu (%)
    Zinc Zn (%)
    Iron Fe (%)1. 18 Drill Hole Average
    0.46
    0.13
    0.37
    2.47
    33.12. 750-pound Bulk Sample Average
    0.42
    0.06
    0.35
    2.88
    31.0


1. Drill Hole Results

Drill Hole
      Composite Footage
      Gold Au (opt)*
      Silver Ag (opt)*
      Copper Cu (%)
      Zinc Zn (%)
      Iron Fe (%)SD1
      0.0  55.0
      0.210
      -
      0.70
      2.10
      32.1SD2
      0.0  60.0
      0.213
      -
      0.73
      2.13
      34.6SD3
      0.0  109.0
      0.228
      -
      0.37
      2.99
      33.4SD4
      0.0  80.0
      0.190
      -
      0.39
      3.29
      32.3SD5
      0.0  89.0
      0.229
      -
      0.39
      2.29
      30.2SD6
      0.0  50.0
      0.216
      -
      0.36
      3.04
      32.5SD7
      0.0  111.5
      0.667
      0.249
      0.26
      3.10
      36.2SD8
      0.0  117.5
      0.716
      0.140
      0.29
      2.79
      33.3SD9
      0.0  114.0
      0.633
      0.153
      0.34
      2.43
      32.7SD10
      0.0  112.5
      0.669
      0.110
      0.32
      2.57
      33.5SD11
      0.0  131.0
      0.571
      0.127
      0.32
      2.18
      33.4SD12
      0.0  89.0
      0.428
      0.109
      0.31
      1.99
      32.1SD13
      0.0  127.5
      0.590
      0.114
      0.39
      2.86
      33.3SD14
      0.0  107.5
      0.538
      0.139
      0.36
      2.14
      33.0SD15
      0.0  89.0
      0.483
      0.143
      0.33
      1.96
      32.8SD16
      0.0  118.0
      0.633
      0.125
      0.31
      2.49
      34.8SD17
      0.0  116.0
      0.657
      0.116
      0.30
      2.36
      35.0SD18
      0.0  36.0
      0.390
      0.070
      0.22
      1.70
      31.3Average
      
      0.46
      0.13
      0.37
      2.47
      33.1* opt (ounces per ton)


MSRDI performed the copper, zinc, and iron analysis using the
fusion assay method, followed by atomic absorption. Gold and silver analysis was
performed by Arrakis, under COC of MSRDI, using an acid total digestion method
followed by atomic absorption.

2. Surface Bulk Sample Results

Sample
      Composite Detail
      Gold Au (opt)
      Silver Ag (opt)
      Copper Cu (%)
      Zinc Zn (%)
      Iron Fe (%)SS1B-1
      Surface Bulk Sample
      0.361
      0.285
      0.36
      3.00
      33.8SS1B-2
      Surface Bulk Sample
      0.422
      ND*
      0.35
      2.80
      30.4SS1B-3
      Surface Bulk Sample
      0.428
      ND*
      0.33
      2.90
      30.4SS1B-4
      Surface Bulk Sample
      0.444
      ND*
      0.36
      2.80
      29.8SS1B-5
      Surface Bulk Sample
      0.434
      ND*
      0.34
      2.90
      30.6Average
      
      0.42
      0.06
      0.35
      2.88
      31.0* ND (None Detected)


5

---

Under COC, MSRDI collected a 4,000-pound bulk sample comprised
of material taken over the entire surface of the 45-acre slag pile. MSRDI milled
750 pounds of this material through our pilot plant located in Phoenix, Arizona,
and subsequently performed the copper, zinc, and iron analysis using the fusion
assay method, followed by atomic absorption. Gold and silver analysis of the
bulk sample was also performed by MSRDI using the fire assay method followed by
atomic absorption.

We have retained Dr. Richard F. Hewlett as the Project Manager
for our Clarkdale Slag Project. Under the guidance of Dr. Hewlett, the Company
contracted MSRDI of Tucson, AZ, to execute a Minerals Study. MSRDI, under the
direction of its president, Dr. Roshan Bhappu, PE, has guided the Minerals
Study, which will include the processing of additional bulk samples to finalize
grade and tonnage. As part of our Minerals Study (Phase 1), we received COC
results from all 18 drill holes and we are awaiting verification of the grade
and tonnage of precious and base metals present in the Clarkdale Slag Project
property. If we receive favorable results from the Phase 1 work, although there
can be no assurances, subject to our geologists recommendation, our plan of
operation is to proceed with Phase 2, which will include additional
metallurgical tests and a test module.

Upon receipt of favorable results of our Phase 1 work program,
we intend to commence the Bankable Feasibility Study (Phase 2), which is
expected to include additional metallurgical tests and a test module. We have
commenced assembling this test module pilot plant in Phoenix, Arizona, which
is designed to establish the metals processing and recovery circuit that is
expected to be incorporated into a commercial-scale facility at Clarkdale next
year. Once this work is completed, construction and start up (Phase 3) is
estimated to take one year.

Preliminary capital costs for the Clarkdale Slag Project are
estimated as follows:

PHASE
      DESCRIPTION
      CAPITAL COSTS ($)Phase 1
    Property Payments
    $500,000Minerals 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


PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the nine
months ended September 30, 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.

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 our share of ongoing expenditures. If we fail to make such payments
or expenditures in a timely fashion, we may lose our interests in those
properties. The current status of our exploration program on the Searchlight
Claims and the Clarkdale Slag Project are summarized above under the headings
Current Status of Exploration of Searchlight Claims and Current Status of
Exploration of Clarkdale Slag Project.

6

---

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 Amounts Spent to date
    
    $(1,100,000)TOTAL
    
    $3,950,000


We recorded a net operating loss of $2,536,179 for the nine
months ended September 30, 2006 and have an accumulated deficit of $8,291,287
since inception. As at the date of this Quarterly Report, we had cash of
approximately $4,680,000 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 $3,950,000. Accordingly, we have sufficient
funds to meet our planned expenditures over the next twelve months.

RESULTS OF OPERATIONS

Third Quarter and Nine Month Summary

Third Quarter Ended September 30
    
    Nine Months Ended September 30Percentage
    
    
    
    Percentage2006
    2005
    Increase /
    
    2006
    2005
    Increase /(Decrease)
    
    
    
    (Decrease)Revenue
    -
    -
    N/A
    
    -
    -
    N/AExpenses
    875,181
    439,277
    99.2%
    
    2,555,887
    1,019,902
    150.6%Net Loss
    $(851,075)
    $(439,277)
    93.7%
    
    $(2,536,179)
    $(1,019,902)
    148.6%


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.

7

---

Expenses

Our expenses for the quarters ended September 30, 2006 and
September 30, 2005 are outlined in the table below:

Third Quarter Ended September 30
    
    Nine Months Ended September 30Percentage
    
    
    
    Percentage2006
    2005
    Increase /
    
    2006
    2005
    Increase /(Decrease)
    
    
    
    (Decrease)Mining exploration expenses
    $642,226
    $275,563
    133%
    
    $1,665,114
    $338,453
    391.9%General and
    231,304
    163,575
    41.4%
    
    886,156
    681,310
    30.1%administrativeDepreciation
    1,651
    139
    1,087%
    
    4,617
    139
    3,221.5%Total Expenses
    $875,181
    $439,277
    99.2%
    
    $2,555,887
    $1,019,902
    150.6%


Operating expenses for the nine months ended September 30, 2006
increased by 150.6% as compared to the comparative 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 Claims
and associated increases in our mineral exploration activities, and (ii)
increased general and administrative expenses due to professional fees
associated with the completion of our private placements, the preparation of our
registration statement on Form SB-2 and compliance with our reporting
obligations under the Exchange Act.

Liquidity and Financial Condition

|Working Capital           |                             |                            |                      
|------------------------- | --------------------------- | -------------------------- | ---------------------
|                          |                             |                            | Percentage           
|                          | At
      September 30, 2006 | At
      December 31, 2005 | Increase / (Decrease)
|Current Assets            | $4,707,617                  | $705,856                   | 566.9%               
|Current Liabilities       | (1,191,492)                 | (1,178,123)                | 1.13%                
|Working Capital (Deficit) | $3,516,125                  | $(472,267)                 | 644.5%               

|Cash Flows                                             |                    |                   
|------------------------------------------------------ | ------------------ | ------------------
|                                                       | Nine Months Ended  | Nine Months Ended 
|                                                       | September 30, 2006 | September 30, 2005
|Cash Flows used in Operating
      Activities          | $(2,237,767)       | $(571,165)        
|Cash Flows used in Investing Activities                | $(25,291)          | $(793,219)        
|Cash Flows provided by
      Financing Activities      | $6,256,376         | $2,737,250        
|Effect of Foreign Currency Exchange Rate on
      Cash | $(11,769)          | -                 
|Net Increase (Decrease) in
      Cash During Period    | $3,981,549         | $1,372,866        

The increase in our working capital surplus of $3,516,125 as
  at September 30, 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 $6,256,376 from private placements of our securities completed
  during the nine months ended September 30, 2006 and the exercise of 100% of
  the outstanding warrants in June, 2006, issued in connection with private placements
  closed in September, 2005. In connection with the exercise of the warrants,
  8.506 million of our shares of common stock were issued to the warrant holders.

8

---

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 of $2,536,179 for
the nine months ended September 30, 2006 and have an accumulated deficit of
$8,291,287 since inception. As at the date of this Quarterly Report, we had cash
of approximately $4,680,000 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 $3,950,000. Accordingly, we have
sufficient funds to meet our planned expenditures over the next twelve months;
however, in order to complete our planned exploration activities and development
of our mineral properties, we will need to seek additional financing.

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 that
there exists a substantial doubt about our ability to continue as a going
concern.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

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

Use of Estimates

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

Property and Equipment

Property and equipment 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

Searchlight has been in the exploration stage since its
restructuring and has not yet realized any revenues from its planned operations.
Searchlight is primarily engaged in the acquisition and exploration of mining
properties. Upon the location of commercially viable mineral deposits,
Searchlight plans to prepare for mineral extraction and enter the development
stage.

Mineral Property Acquisition and Exploration Costs

For new projects without established reserves, all costs, other
than acquisition costs, are expensed prior to the establishment of proven and
probable reserves.

9

---

Depreciation, Amortization and Capitalization

Searchlight records 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 changed our business to mineral exploration. We have no
exploration history upon which an evaluation of our future success or failure
can be made. Our net loss since inception is $8,291,287. 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.                             

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 loss of $2,536,179 for the nine
months ended September 30, 2006 and have an accumulated deficit of $8,291,287 as
at September 30, 2006. As at the date of this Quarterly Report, we had cash of
approximately $4,600,000 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 $3,950,000. Accordingly we do have sufficient
funds to meet our planned expenditures over the next twelve months, however, we
will need to seek additional financing to meet our planned expenditures on the
Clarkdale Slag Project.

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 there exists a substantial doubt about our ability
to continue as a going concern.

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

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

10

---

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.

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

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

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

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

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.

11

---

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

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

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

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

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

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 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.

12

---

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 governmental 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.

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. See Description of Business - Compliance with Government
Regulation, below.

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

Since our inception we have relied on such 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,
your percentage interest in us will be lower. This condition is often referred
to as "dilution". The result of this could reduce the value of your stock.

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

Our common stock is considered to be a penny stock since it
does not qualify for one of the exemptions from the definition of penny stock
under Section 3a51-1 of the Securities Exchange Act for 1934 (the Exchange
Act). Our common stock is a penny stock because it meets one or more of the
following conditions (i) the stock trades at a price less than $5.00 per share;
(ii) it is not traded on a recognized national exchange; (iii) it is not
quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00
per share; or (iv) is

13

---

issued by a company that has been in business less than three
years with net tangible assets less than $5 million.

The principal result or effect of being designated a penny
  stock is that securities broker-dealers participating in sales of our
  common stock will be subject to the penny stock regulations set
  forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example,
  Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential
  investors with a document disclosing the risks of penny stocks and to obtain
  a manually signed and dated written receipt of the document at least two business
  days before effecting any transaction in a penny stock for the investor's account.
  Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
  account of any investor for transactions in such stocks before selling any penny
  stock to that investor. This procedure requires the broker-dealer to (i) obtain
  from the investor information concerning his or her financial situation, investment
  experience and investment objectives; (ii) reasonably determine, based on that
  information, that transactions in penny stocks are suitable for the investor
  and that the investor has sufficient knowledge and experience as to be reasonably
  capable of evaluating the risks of penny stock transactions; (iii) provide the
  investor with a written statement setting forth the basis on which the broker-dealer
  made the determination in (ii) above; and (iv) receive a signed and dated copy
  of such statement from the investor, confirming that it accurately reflects
  the investor's financial situation, investment experience and investment objectives.
  Compliance with these requirements may make it more difficult and time consuming
  for holders of our common stock to resell their shares to third parties or to
  otherwise dispose of them in the market or otherwise.

**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 nine months ended September 30, 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.

During the nine months ended September 30, 2006, we did not
complete any sales of securities that were not registered pursuant to the
Securities Act of 1933 (the Securities Act) and have not been reported on our
previous Quarterly Reports on Form 10-QSB during the year.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.               
OTHER INFORMATION.

None.

ITEM
6.               
EXHIBITS.

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     | Articles of
      Incorporation of Uscribble.(1)                                                                                                                                                 
|        |                                                                                                                                                                                                  
|3.3     | Certificate of
      Amendment to Articles of Incorporation  name change to Regma Bio
      Technologies Limited.(3)                                                                          
|        |                                                                                                                                                                                                  
|3.4     | Certificate of
      Amendment to Articles of Incorporation  name change to Phage Genomics,
      Inc.(6)                                                                                     
|        |                                                                                                                                                                                                  
|3.5     | Certificate of
      Amendment to Articles of Incorporation  name change to Searchlight
      Minerals Corp.(12)                                                                              
|        |                                                                                                                                                                                                  
|3.6     | Certificate of
      Change to Authorized Capital Pursuant to NRS 78.209.(13)                                                                                                                    
|        |                                                                                                                                                                                                  
|3.7     | Amended Bylaws
      dated July 22, 2005.(9)                                                                                                                                                     
|        |                                                                                                                                                                                                  
|3.8     | 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)

15

---

|Exhibit |                                                                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of
      Exhibits                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                            
|10.5    | Letter Agreement between Phage Genomics Inc., Searchlight
      Minerals Corp., K. Ian Matheson, and Pilot Plant Inc. dated February 8,
      2005.(8)                                                                                     
|        |                                                                                                                                                                                                                                            
|10.6    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., K. Ian Matheson, and Bear Dog Mines Inc. dated
      February 8, 2005.(8)                                                                                 
|        |                                                                                                                                                                                                                                            
|10.7    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., K. Ian Matheson, and Gold Hunter Inc. dated
      February 8, 2005.(8)                                                                                    
|        |                                                                                                                                                                                                                                            
|10.8    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., Kiminco Inc., Pass Minerals Inc., Michael D.
      Anderson, Farrell Drozd, Michael I. Matheson, and Pass Minerals Inc. dated
      February 8, 2005.(8)  
|        |                                                                                                                                                                                                                                            
|10.9    | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., K. Ian Matheson, and Britti Gold Inc. dated
      February 8, 2005.(8)                                                                                    
|        |                                                                                                                                                                                                                                            
|10.10   | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., Kiminco Inc., Pass Minerals Inc., Michael D.
      Anderson, Geosearch Inc., Patrick I. Matheson, and Geotech Mining Inc.
      dated February 8, 2005.(8)
|        |                                                                                                                                                                                                                                            
|10.11   | Letter Agreement between Phage Genomics, Inc.,
      Searchlight Minerals Corp., Kiminco Inc., Pass Minerals Inc., and Gold
      Crown Inc. dated February 8, 2005.(8)                                                                    
|        |                                                                                                                                                                                                                                            
|10.12   | Engagement Letter dated June 17, 2005 between Searchlight
      Minerals Corp. and Clarion Finanz AG.(10)                                                                                                                                  
|        |                                                                                                                                                                                                                                            
|10.13   | Extension Agreement dated effective June 22, 2005 among
      Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Pilot Plant
      Inc.(10)                                                                                      
|        |                                                                                                                                                                                                                                            
|10.14   | Extension Agreement dated effective June 22, 2005 among
      Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Bear Dog
      Mines Inc.(10)                                                                                   
|        |                                                                                                                                                                                                                                            
|10.15   | Extension Agreement dated effective June 22, 2005 among
      Searchlight, K. Ian Matheson, Searchlight Minerals, Inc. and Gold Hunter
      Inc.(10)                                                                                      
|        |                                                                                                                                                                                                                                            
|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)                                                                                                                        

16

---

|Exhibit |                                                                                                                                                                                                                                                          
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                          
|10.27   | Employment Agreement
        between Searchlight Minerals Corp. and Carl S. Ager dated as of January
        1, 2006.(17)                                                                                                                                
|        |                                                                                                                                                                                                                                                          
|10.28   | Employment Agreement
        between Searchlight Minerals Corp. and Ian R. McNeil dated as of January
        1, 2006.(17)                                                                                                                               
|        |                                                                                                                                                                                                                                                          
|10.29   | 2006 Stock Option
        Plan.(19)                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                          
|10.30   | Engineering
        Services Agreement dated as of May 1, 2006 with Cimetta Engineering and
        Construction Co., Inc.(21)                                                                                                                           
|        |                                                                                                                                                                                                                                                          
|10.31   | Office Suite
        Lease Agreement between Burnett & Williams Executive Suites and Searchlight
        Minerals Corp. dated July 20, 2006. (22)                                                                                                        
|        |                                                                                                                                                                                                                                                          
|10.32   | Contract for
        Engineering Services between URS Corporation and Verde River Iron Company
        LLC dated March 21, 2005.(22)                                                                                                                     
|        |                                                                                                                                                                                                                                                          
|10.33   | Contract for
        Drilling Services dated May 23, 2006 between Boart Longyear Company and
        Searchlight Minerals Corp. and Contact for Services dated October 17,
        2005 between Boart Longyear Company and Searchlight Minerals Corp.(22)
|        |                                                                                                                                                                                                                                                          
|14.1    | Code of Ethics(20)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                          
|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.                                                                                   
|        |                                                                                                                                                                                                                                                          
|99.1    | Audit Committee
        Charter(20)                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                          
|99.2    | 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.           
|(19) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 15, 2006.                           
|(20) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 27, 2006.                          
|(21) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on August 14, 2006.                        
|(22) | Filed with the SEC as an exhibit to our Second Amended
      Registration Statement on Form SB-2/A filed on October 30,
  2006.

17

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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 authorized.

|      |                   |     | SEARCHLIGHT MINERALS CORP.                 
|----- | ----------------- | --- | -------------------------------------------
|      |                   |     |                                            
|      |                   |     |                                            
|Date: | November 13, 2006 | By: | /s/ Ian R. McNeil                          
|      |                   |     | IAN R. McNEIL                              
|      |                   |     | President and Chief Executive
      Officer
|      |                   |     | (Principal Executive Officer )             
|      |                   |     |                                            
|      |                   |     |                                            
|      |                   |     |                                            
|Date: | November 13, 2006 | By: | /s/ Melvin L. Williams                     
|      |                   |     | MELVIN L. WILLIAMS                         
|      |                   |     | Chief Financial Officer                    
|      |                   |     | (Principal Financial Officer )             

---