UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment
No. 1


TO


Form
10-QSB


ON


Form
10-Q/A




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


For the
quarterly period ended June 30, 2005




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


For
the transition period from _______ to _______.




Commission
file number 000-30995




SEARCHLIGHT
MINERALS CORP.


(Exact
name of registrant as specified in its charter)




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


(702)
939-5247


(Registrant’s telephone number, including area
code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes x No  o




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




Large accelerated
      filer o
            Accelerated filer
      xNon-accelerated
      filer o

              (Do
      not check if a smaller reporting company)
            Smaller reporting
      company o




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




Yes
o                 No
x





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









Explanatory
Note


On
November 8, 2007, the management of Searchlight Minerals Corp. (“Searchlight”,
the “Company”, or as used in the context of “we”, “us” or “our”) concluded that
our audited financial statements for the years ended December 31, 2006 and 2005,
and our unaudited interim financial statements for the periods ended March 31,
2005 through June 30, 2007 needed to be restated and should not be relied
upon.
  On May
5, 2008, our management concluded that our audited financial statements for the
year ended December 31, 2007, and our unaudited interim financial statements for
the period ended September 30, 2007 needed to be restated and should not be
relied upon.
  This
Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-QSB for
the three months ended June 30, 2005 (the “2005 Second Quarter 10-QSB”) is being
filed with the Securities and Exchange Commission (the “SEC”) to restate
our  financial statements as of June 30, 2005 and for the three
and six months ended June 30, 2005 and 2004, and the period from January
14, 2000 (date of inception) through June 30, 2005.  In addition, we
are concurrently filing Reports on Form 10-K/A to amend and restate our
financial statements for the annual periods in fiscal years 2005 through 2006
and our consolidated financial statements for the annual periods in fiscal year
2007 and Reports on Form 10-Q/A to amend and restate our financial statements
for the quarterly periods ended March 31, 2005 through September 30, 2005, March
31, 2006 through September 30, 2006, and our consolidated financial statements
for the quarterly periods ended March 31, 2007 through September 30,
2007.
  We
have restated certain items on our balance sheets and statements of
operations.  On our balance sheets: (i) mineral properties have been
restated to include the market value of certain shares issued by us under the
terms of our option agreements for the mineral claims making up the Searchlight
Gold Project; and (ii) the Clarkdale Slag Project has been restated to include
revision of acquisition costs related to issuance of warrants, consideration of
certain terms with respect to future payments that should have been recorded as
contingent consideration and related deferred future income tax liability in
connection with our acquisition of Transylvania International,
Inc.  (“Transylvania”).  Our statements of operations have
been restated to reclassify net losses prior to January 1, 2005 as losses from
discontinued operations.  Our statement of operations for the year
ended December 31, 2006 has been restated to reclassify foreign currency
translation adjustments to general and administrative
expense.  Related to this issue, our balance sheet for the period
ended December 31, 2006 has been restated to reclassify accumulated other
comprehensive loss as accumulated deficit during the exploration
stage.
  Searchlight
Claims - We initially valued the total transaction based on actual costs
incurred by the former owner of $87,134, plus $40,000, represented by $2,000 per
claim, for a total acquisition price of $127,134.  The Searchlight
Gold Project mineral properties have been restated in the financial statements
to reflect payments made by issuance of 1,400,000 shares at $0.35 on July 7,
2005, 1,400,000 shares at $2.20 on July 27, 2006 and 1,400,000 shares at $3.22
on June 29, 2007 at the market values on the dates of issuance.  The
impact of this restatement had the following impact on our balance sheets for
the periods ended September 30, 2005 through December 31, 2006 and our
consolidated balance sheets for the periods ended March 31, 2007 through
December 31, 2007:
  ·
              increasing
      the mineral property by $450,000 for the shares issued and by $242,308 for
      the deferred future income tax liability assumed for a total increase of
      $692,308 for the periods ended September 30, 2005, December 31, 2005,
      March 31, 2006 and June 30,
2006.
  ·
              cumulative
      increase to the mineral asset by $3,530,000 for the shares issued and by
      $1,774,156 for the deferred future income tax liability assumed for a
      total increase of $5,304,156 for the periods ended September 30, 2006,
      December 31, 2006 and March 31,
2007.
  ·
              cumulative
      increase to the mineral asset by $8,038,000 for the shares issued and by
      $4,537,124 for the deferred future income tax liability assumed for a
      total increase of $12,575,124 for the period ended June 30,
      2007.
  - 2
-
  ·
              increasing
      the mineral asset by $450,000 for the shares issued on July 7, 2005 and by
      $242,308 for the related deferred tax liability assumed and by $385,846
      for the recomputation of deferred tax liability as a result of the
      Clarkdale Slag Project restatement for a total increase of $1,078,154 for
      the period ended September 30,
2007.
  ·
              increasing
      the mineral asset by $1,182,594 for the recomputation of the deferred tax
      liability as a result of the Clarkdale Slag Project restatement for the
      period ended December 31, 2007.
  Joint
Venture Agreement - During the second quarter of 2008, we also determined that
the accounting treatment for the 12,000,000 warrants issued to Nanominerals
Corp. (“Nanominerals”) and its designates in connection with the assignment of
the option for the Clarkdale Slag Project approved on June 1, 2005 was not
appropriate.  We have assigned a value to the warrants of $1,310,204
by using the sales price of shares of common stock issued in connection with a
private placement conducted at the time the warrants were issued.  The
adjustment also included the deferred future income tax liability assumed of
$608,277 for a total increase in purchase consideration of
$1,918,481.  Nanominerals is one of our principal stockholders, and is
an affiliate of two members of our executive management and board of directors,
Ian R. McNeil and Carl S. Ager.
  The
value of the warrants, as restated, was computed using the binomial lattice
method based on the following assumptions:
  Dividend
      yield
                    
                    
                    —Expected
      volatility
                    
                    
                    79
                    %Risk-free
      interest rate
                    
                    
                    3.91
                    %Expected
      life (years)
                    
                    
                    9.6
  This
restatement had the effect of increasing the joint venture and merger option
agreements by $1,918,481 on our balance sheets for the periods ended September
30, 2005, December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006
and December 31, 2006.
  Clarkdale
Slag Project – On February 15, 2007, we entered into an agreement and plan of
merger with Transylvania. Pursuant to the agreement Transylvania merged with and
into our wholly owned subsidiary, Clarkdale Minerals LLC. This agreement
superseded the original Clarkdale Slag Project option assignment. During the
second quarter of 2008, we identified certain errors in our previously issued
financial statements related to our purchase accounting treatment of the
acquisition of Transylvania, and the resultant computation of future deferred
income tax liability assumed.  We have restated certain items on our
consolidated balance sheets and statements of operations as
follows:
  ·
              amounts
      recorded for the Clarkdale Slag Project on our consolidated balance sheets
      have been restated to reflect changes to the purchase accounting of the
      acquisition of Transylvania based on the acquisition agreement and the
      recomputation of the value of the 12,000,000 warrants issued to
      Nanominerals Corp., and its designates in connection with the assignment
      of the option for the Clarkdale Slag Project.  The amount
      recorded for the Clarkdale Slag Project was also affected by the
      recomputation of the deferred future federal and state income tax
      liability in connection with our acquisition of the Clarkdale Slag
      Project.
  ·
              amounts
      recorded for the Searchlight Gold Project on our consolidated balance
      sheets have been restated to include the impact of the recomputation of
      the deferred future income tax liability and state income tax
      liability.  This recomputation was required because changes made
      to the acquisition accounting of the Clarkdale Slag Project affected the
      computation of the deferred future income tax liability related to the
      mineral claims making up the Searchlight Gold
  Project.
  ·
              our
      consolidated statement of operations for each of the periods ended March
      31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007 has been
      restated to reflect the recomputation of the tax benefits related to net
      operating losses as a result of changes to the purchase accounting for the
      Clarkdale Slag Project.  There was no other impact on the
      results of operations.
  - 3
-
  ·
              our
      consolidated statement of operations for the three months ended March 31,
      2007 has been restated to reclassify related party mineral exploration and
      evaluation expense not stated separately in previous
      reports.  There was no change to the underlying expense or
      results of operations as previously
  reported.
  During
the second quarter of 2008, we determined that the acquisition accounting method
used in prior periods to record the purchase accounting for the Clarkdale Slag
Project was not appropriate for the 2007 acquisition of
Transylvania.  The adjustments included revision of the acquisition
accounting related to payment terms and conditions contained in the acquisition
agreement.  The overall recorded acquisition purchase consideration
was reduced by $7,546,217 with a corresponding reduction in recorded liabilities
of $7,546,217.  The recorded liabilities were adjusted, as
follows:
  ·
              the
      recorded current portion (relating to the $30,000 monthly obligation due
      to VRIC) decreased on the balance sheet by
  $227,174.
  ·
              the
      recorded long-term portion (relating to the $30,000 monthly obligation due
      to VRIC) decreased on the balance sheet by
  $919,043.
  ·
              the
      payment due to VRIC (with respect to the date that a feasibility study
      relating to the Clarkdale Slag Project establishes that the project is
      economically viable and “bankable,” or the “Project Funding Date”)
      decreased on the balance sheet by
  $6,400,000.
  We
have accounted for the payments based on the Project Funding Date and the
payments based on future cash flow as contingent consideration.  If
the contingency requirements are met, the purchase price of the Clarkdale Slag
Project will be adjusted accordingly at that time.
  The
restatement had the following impact on our balance sheets for the periods ended
March 31, 2007 through December 31, 2007:
  ·
              increasing
      the acquisition cost of the Slag Project by $1,918,481 for the warrants
      issued in connection with the option assignment and by $14,925,422 for the
      deferred tax liability assumed and decreasing the acquisition cost by
      $7,546,217 for the contingent payment terms for a total increase of
      $9,297,686 for the periods ended March 31, 2007 and June 30,
      2007.
  ·
              increasing
      the acquisition cost of the Slag Project by $1,918,481 for the warrants
      issued in connection with the option assignment and by $10,801,018 for the
      deferred tax liability assumed and decreasing the acquisition cost by
      $7,546,217 for the contingent payment terms for a total increase of
      $5,173,282 for the period ended September 30,
  2007.
  ·
              increasing
      the acquisition cost of the Slag Project by $1,918,481 for the warrants
      issued in connection with the option assignment and decreasing the
      acquisition cost by $4,121,755 for the deferred tax liability assumed and
      by $7,546,217 for the contingent payment terms for a total decrease of
      $9,749,491 for the period ended December 31,
  2007.
  The
original terms of the underlying purchase agreement were unchanged and this
adjustment had no effect on the acquisition agreement.
  Discontinued
Operations - The statements of operations from the date of inception through the
periods ended March 31, 2005, June 30, 2005, September 30, 2005, December 31,
2005, March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006
and the consolidated statements of operations from the date of inception through
the periods ended March 31, 2007, June 30, 2007, September 30, 2007, December
31, 2007 have been restated to reclassify net losses prior to January 1, 2005 as
discontinued operations.  On February 10, 2005, we announced that we
were changing our business from biotechnology to becoming a mineral exploration
company, dedicated to the discovery and exploration of gold and other precious
metal deposits.  Activity between January 1 and February 10, 2005
consisted of minor general and administrative expenses and as a result was not
included in loss from discontinued operations.
  - 4
-
  Foreign
Currency Translation Reclassification - The statement of operations for the year
ended December 31, 2006, has been restated to reclassify foreign currency
translation adjustment as general and administrative expense.  Foreign
currency translation adjustment was related to translation of accounts payable
assumed as part of our change of business in 2005.  This restatement
had the impact of increasing net loss and eliminating other comprehensive loss
for the year ended December 31, 2006 by $11,769.  Related to the same
issue, the balance sheet at December 31, 2006 has been restated to reclassify
accumulated other comprehensive loss as accumulated deficit during exploration
stage.  These restatements had the impact of eliminating accumulated
other comprehensive loss and increasing accumulated deficit during exploration
stage at December 31, 2006 by $121,606.
  The
restatements had no impact on our cash or cash flows.
  A
description of the restatements made to our financial statements is provided at
Note 8 to the  financial statements included with this
report.
  This
Form 10-Q/A sets forth the 2005 Second Quarter Form 10-QSB in its
entirety.  This Form 10-Q/A includes items that have been changed as a
result of the restatement and the items that are unchanged from the 2005 Second
Quarter Form 10-QSB.
  Other
than the amending of the disclosures relating to the restatement and responding
to the staff’s comments, no other modifications or updates have been made to the
2005 Second Quarter 10-QSB.  Information not affected by items
described above remains unchanged and reflects the disclosures made at the time
of, and as of the dates described in, the 2005 Second Quarter
10-QSB.  This Form 10-Q/A does not describe events occurring after the
2005 Second Quarter 10-QSB (including with respect to exhibits), or modify or
update disclosures (including forward-looking statements) which may have been
affected by events or changes in facts occurring after the date of the 2005
Second Quarter 10-QSB.  Accordingly, this Form 10-Q/A should be read
in its historical context and in conjunction with our filings made with the SEC
subsequent to the filing of the 2005 Second Quarter 10-QSB, as information in
such filings may update or supersede certain information contained in this Form
10-Q/A.
  Item 6
of Part II of this Form 10-Q/A has been amended to contain the currently-dated
certifications from our principal executive officer and principal financial
officer, as required by Section 302 and 906 of the Sarbanes-Oxley Act of
2002.




- 5
-




PART
I - FINANCIAL INFORMATION






ITEM
1. FINANCIAL STATEMENTS




SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 BALANCE
SHEETS
 (UNAUDITED)
(RESTATED)
 
 June 30, 2005
                      
                      
                      December 31, 2004(restated)ASSETSCurrent
      assetsCash
                      
                      $
                      5,660
                      
                      
                      $
                      295Prepaid
      expenses
                      
                      
                      2,000
                      
                      
                      
                      —Total
      current assets
                      
                      
                      7,660
                      
                      
                      
                      295Property
      and equipment, net
                      
                      
                      —
                      
                      
                      
                      1,349Deposit
      on mineral property claims
                      
                      
                      19,572
                      
                      
                      
                      —Total
      non-current assets
                      
                      
                      19,572
                      
                      
                      
                      1,349Total
      assets
                      
                      $
                      27,232
                      
                      
                      $
                      1,644LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                      
                      $
                      892,401
                      
                      
                      $
                      976,316Convertible
      debt - related party
                      
                      
                      —
                      
                      
                      
                      300,000Loan
      payable - related party
                      
                      
                      390,430
                      
                      
                      
                      409,345Loan
      payable
                      
                      
                      170,000
                      
                      
                      
                      —Total
      liabilities
                      
                      
                      1,452,831
                      
                      
                      
                      1,685,661Stockholders'
      deficitCommon
      stock, $0.001 par value; 200,000,000 shares authorized, 19,150,000 and
      54,150,000 shares, respectively, issued and
outstanding
                      
                      
                      19,150
                      
                      
                      
                      54,150Additional
      paid-in capital
                      
                      
                      2,993,771
                      
                      
                      
                      2,525,709Accumulated
      deficit during exploration stage
                      
                      
                      (4,438,520
                      )
                      
                      
                      (4,263,876
                      )Total
      stockholders' deficit
                      
                      
                      (1,425,599
                      )
                      
                      
                      (1,684,017
                      )Total
      liabilities and stockholders' deficit
                      
                      $
                      27,232
                      
                      
                      $
                      1,644
 
 See
Accompanying Notes to Financial Statements
  - 6
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
(RESTATED)
 
 For
      the period fromJanuary
      14, 2000(Date
      of Inception)For
      the Three Months Ended
                        
                        
                        For
      the Six Months Ended
                        
                        
                        ThroughJune
      30, 2005
                        
                        
                        June
      30, 2004
                        
                        
                        June
      30, 2005
                        
                        
                        June
      30, 2004
                        
                        
                        June
      30, 2005(restated)
                        
                        
                        
                        
                        
                        (restated)
                        
                        
                        
                        
                        
                        (restated)Revenue
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —Operating
      expensesMineral
      exploration and evaluation expenses
                        
                        
                        49,606
                        
                        
                        
                        —
                        
                        
                        
                        62,350
                        
                        
                        
                        —
                        
                        
                        
                        62,350General
      and administrative
                        
                        
                        48,669
                        
                        
                        
                        —
                        
                        
                        
                        197,405
                        
                        
                        
                        —
                        
                        
                        
                        197,405Total
      operating expenses
                        
                        
                        98,275
                        
                        
                        
                        —
                        
                        
                        
                        259,755
                        
                        
                        
                        —
                        
                        
                        
                        259,755Loss
      from continuing operations
                        
                        
                        (98,275
                        )
                        
                        
                        —
                        
                        
                        
                        (259,755
                        )
                        
                        
                        —
                        
                        
                        
                        (259,755
                        )Discontinued
      operations:Gain
      (loss) from discontinued operations
                        
                        
                        60,963
                        
                        
                        
                        (110,036
                        )
                        
                        
                        85,111
                        
                        
                        
                        (260,380
                        )
                        
                        
                        (4,178,765
                        )Net
      loss
                        
                        $
                        (37,312
                        )
                        
                        $
                        (110,036
                        )
                        
                        $
                        (174,644
                        )
                        
                        $
                        (260,380
                        )
                        
                        $
                        (4,438,520
                        )Loss
      per common share - basic and dilutedLoss
      from continuing operations
                        
                        $
                        (0.01
                        )
                        
                        $
                        —
                        
                        
                        $
                        (0.01
                        )
                        
                        $
                        —Gain
      (loss) from discontinued operations
                        
                        
                        0.003
                        
                        
                        
                        (0.002
                        )
                        
                        
                        0.003
                        
                        
                        
                        (0.01
                        )Net
      loss
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted
      average common shares outstanding -Basic
      and diluted
                        
                        
                        19,150,000
                        
                        
                        
                        54,150,000
                        
                        
                        
                        27,078,177
                        
                        
                        
                        54,150,000
 
 See
Accompanying Notes to Financial Statements
  - 7
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 STATEMENT
OF STOCKHOLDERS' DEFICIT
 (UNAUDITED)
(RESTATED)
 
 AccumulatedDeficit
      During
                                
                                
                                TotalCommon Stock
                                
                                
                                Additional
                                
                                
                                Exploration
                                
                                
                                Stockholders'Shares
                                
                                
                                Amount
                                
                                
                                Paid-in Capital
                                
                                
                                Stage
                                
                                
                                DeficitBalance,
      January 14, 2000
                                
                                
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                —Issuance
      of common stock (recapitalized)
                                
                                
                                25,000,000
                                
                                
                                
                                25,000
                                
                                
                                
                                —
                                
                                
                                
                                (24,999
                                )
                                
                                
                                1Net
      loss
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (231,969
                                )
                                
                                
                                (231,969
                                )Balance,
      December 31, 2000
                                
                                
                                25,000,000
                                
                                
                                
                                25,000
                                
                                
                                
                                —
                                
                                
                                
                                (256,968
                                )
                                
                                
                                (231,968
                                )Issuance
      of common stock in  reverse merger
                                
                                
                                5,150,000
                                
                                
                                
                                5,150
                                
                                
                                
                                —
                                
                                
                                
                                (5,150
                                )
                                
                                
                                —Net
      loss
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (767,798
                                )
                                
                                
                                (767,798
                                )Balance,
      December 31, 2001
                                
                                
                                30,150,000
                                
                                
                                
                                30,150
                                
                                
                                
                                —
                                
                                
                                
                                (1,029,916
                                )
                                
                                
                                (999,766
                                )Capital
      contribution
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                1,037,126
                                
                                
                                
                                —
                                
                                
                                
                                1,037,126Beneficial
      conversion feature associated with convertible debt
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                300,000
                                
                                
                                
                                —
                                
                                
                                
                                300,000Net
      loss
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (1,249,644
                                )
                                
                                
                                (1,249,644
                                )Balance,
      December 31, 2002
                                
                                
                                30,150,000
                                
                                
                                
                                30,150
                                
                                
                                
                                1,337,126
                                
                                
                                
                                (2,279,560
                                )
                                
                                
                                (912,284
                                )Debt
      exchanged for common stock
                                
                                
                                24,000,000
                                
                                
                                
                                24,000
                                
                                
                                
                                1,176,000
                                
                                
                                
                                —
                                
                                
                                
                                1,200,000Deferred
      compensation
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                12,583
                                
                                
                                
                                —
                                
                                
                                
                                —Amortization
      of deferred compensation
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                10,387Net
      loss
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (1,283,872
                                )
                                
                                
                                (1,283,872
                                )Balance,
      December 31, 2003
                                
                                
                                54,150,000
                                
                                
                                
                                54,150
                                
                                
                                
                                2,525,709
                                
                                
                                
                                (3,563,432
                                )
                                
                                
                                (985,769
                                )Amortization
      of deferred compensation
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                2,196Net
      loss
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (700,444
                                )
                                
                                
                                (700,444
                                )Balance,
      December 31, 2004
                                
                                
                                54,150,000
                                
                                
                                
                                54,150
                                
                                
                                
                                2,525,709
                                
                                
                                
                                (4,263,876
                                )
                                
                                
                                (1,684,017
                                )Issuance
      of stock options for 500,000 shares of common stock to two
      officers
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                133,062
                                
                                
                                
                                —
                                
                                
                                
                                133,062Issuance
      of stock options for 250,000 shares of common stock in satisfaction of
      debt
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                300,000
                                
                                
                                
                                —
                                
                                
                                
                                300,000Return
      and cancellation of 35,000,000 shares of common stock
                                
                                
                                (35,000,000
                                )
                                
                                
                                (35,000
                                )
                                
                                
                                35,000
                                
                                
                                
                                —
                                
                                
                                
                                —Net
      loss (restated)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (174,644
                                )
                                
                                
                                (174,644
                                )Balance,
      June 30, 2005 (restated)
                                
                                
                                19,150,000
                                
                                
                                $
                                19,150
                                
                                
                                $
                                2,993,771
                                
                                
                                $
                                (4,438,520
                                )
                                
                                $
                                (1,425,599
                                )
  See
Accompanying Notes to Financial Statements
 - 8
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
(RESTATED)
 
 Period fromJanuary 14,2000(Date ofinception)For the Six Months Ended
                    
                    
                    throughJune 30, 2005
                    
                    
                    June 30, 2004
                    
                    
                    June 30, 2005(restated)
                    
                    
                    
                    
                    
                    (restated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (174,644
                    )
                    
                    $
                    (260,380
                    )
                    
                    $
                    (4,438,520
                    )Deduct:
      Gain (loss) from discontinued operations
                    
                    
                    85,111
                    
                    
                    
                    (260,380
                    )
                    
                    
                    (4,178,765
                    )Loss
      from continuing operations
                    
                    
                    (259,755
                    )
                    
                    
                    —
                    
                    
                    
                    (259,755
                    )Adjustments
      to reconcile loss from continuing operations to net cash used in operating
      activities:Stock
      based expenses
                    
                    
                    133,062
                    
                    
                    
                    —
                    
                    
                    
                    133,062Loss
      on disposition of fixed assets
                    
                    
                    1,349
                    
                    
                    
                    —
                    
                    
                    
                    1,349Changes
      in operating assets and liabilities:Other
      current assets
                    
                    
                    (2,000
                    )
                    
                    
                    —
                    
                    
                    
                    (2,000
                    )Accounts
      payable
                    
                    
                    (17,719
                    )
                    
                    
                    —
                    
                    
                    
                    (17,719
                    )Net
      cash used in operating activities
                    
                    
                    (145,063
                    )
                    
                    
                    —
                    
                    
                    
                    (145,063
                    )Net
      cash used in operating activities from discontinued
      operations
                    
                    
                    —
                    
                    
                    
                    (142,135
                    )
                    
                    
                    (2,931,324
                    )CASH
      FLOW FROM INVESTING ACTIVITIESCash
      paid on mineral property claims
                    
                    
                    (19,572
                    )
                    
                    
                    —
                    
                    
                    
                    (19,572
                    )Net
      cash used in investing activities
                    
                    
                    (19,572
                    )
                    
                    
                    —
                    
                    
                    
                    (19,572
                    )Net
      cash used in investing activities from discontinued
      operations
                    
                    
                    —
                    
                    
                    
                    (4,538
                    )
                    
                    
                    (452,618
                    )CASH
      FLOW FROM FINANCING ACTIVITIESProceeds/payments
      on loan payable
                    
                    
                    170,000
                    
                    
                    
                    —
                    
                    
                    
                    170,000Net
      cash provided by financing activities
                    
                    
                    170,000
                    
                    
                    
                    —
                    
                    
                    
                    170,000Net
      cash provided by financing activities from discontinued
      operations
                    
                    
                    —
                    
                    
                    
                    142,390
                    
                    
                    
                    3,384,237NET
      CHANGE IN CASH
                    
                    
                    5,365
                    
                    
                    
                    (4,283
                    )
                    
                    
                    5,660CASH
      AT BEGINNING OF PERIOD
                    
                    
                    295
                    
                    
                    
                    18,198
                    
                    
                    
                    —CASH
      AT END OF PERIOD
                    
                    $
                    5,660
                    
                    
                    $
                    13,915
                    
                    
                    $
                    5,660SUPPLEMENTAL
      INFORMATIONInterest
      Paid
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    50,751Income
      Taxes Paid
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —Non-cash
      investing and financing activities:Stock
      and options for common stock issued in satisfaction of
      debt
                    
                    $
                    300,000
                    
                    
                    $
                    —
                    
                    
                    $
                    1,500,000
 
 See
Accompanying Notes to Financial Statements
  - 9
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 
 1.
              DESCRIPTION OF BUSINESS, HISTORY AND
      SUMMARY OF SIGNIFICANT
  POLICIES
 
 Basis of presentation
– The accompanying unaudited financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The financial statements should be
read in conjunction with the Form 10-KSB for the year ended December 31, 2004 of
Phage Genomics, Inc. (the “Company”).
 
 The
interim financial statements present the balance sheets, statements of
operations, stockholders’ deficit, and cash flows of the Company. The financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States.
 
 These
financial statements have been prepared by the Company without audit, and
include all adjustments (which consist solely of normal recurring adjustments,
except as described in Note 8) which, in the opinion of management, are
necessary for a fair presentation of financial position and results of
operations. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although the Company believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with the
Company’s audited financial statements and notes thereto for the year ended
December 31, 2004.
 
 Description of
business – Searchlight Minerals Corp. is considered an exploration stage
company since its formation and the Company has not yet realized any revenues
from its planned operations.  The Company is primarily focused on the
exploration, acquisition and development of mining properties.  Upon
the location of commercially minable reserves, the Company plans to prepare for
mineral extraction and enter the development stage.
 
 History - The Company
was incorporated on January 12, 1999 pursuant to the laws of the State of Nevada
under the name L.C.M. Equity, Inc.  From 1999 to 2005, the Company
operated primarily as a biotechnology research and development company with its
headquarters in Canada and an office in the UK.  On November 2, 2001,
the Company entered into an acquisition agreement with Regma Bio Technologies,
Ltd. pursuant to which Regma Bio Technologies, Ltd. entered into a reverse
merger with us with the surviving entity named “Regma Bio Technologies Limited”.
On November 26, 2003, the Company changed its name from “Regma Bio Technologies
Limited” to “Phage Genomics, Inc.”
 
 In
February, 2005, the Company announced its reorganization from a biotechnology
research and development company to a company focused on the development and
acquisition of mineral properties. In connection with its reorganization the
Company entered into mineral option agreements to acquire an interest in the
Searchlight Claims. The Company has consequently been considered an exploration
stage enterprise. Also in connection with its corporate restructuring, its board
of directors approved a change in its name from “Phage Genomics, Inc.” to
"Searchlight Minerals Corp.” effective June 23, 2005.
  - 10
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Going concern - The
Company incurred cumulative net losses of $4,438,520, from operations as of June
30, 2005 and has not commenced its mining and mineral processing operations,
rather, still in the exploration stage, raising substantial doubt about the
Company’s ability to continue as a going concern.  The Company will
seek additional sources of capital through the issuance of debt or equity
financing, but there can be no assurance the Company will be successful in
accomplishing its objectives.
 
 The
ability of the Company to continue as a going concern is dependent on additional
sources of capital and the success of the Company’s plan.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 Use of estimates -
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
 Mineral rights - The
Company capitalizes acquisition and option costs of mineral property
rights.  The amount capitalized represents fair value of the mineral
rights acquired.
 
 The
Company capitalizes acquisition and option costs of mineral rights as tangible
assets in accordance with Emerging Issues Task Force abstract 04-02 (“EITF
04-02”), “Whether Mineral Rights Are Tangible or Intangible Assets and Related
Issues”.  Upon commencement of commercial production, the mineral
rights will be amortized using the unit-of-production method over the life of
the mineral rights.  If the Company does not continue with exploration
after the completion of the feasibility study, the mineral rights will be
expensed at that time.  The Company evaluates the carrying value of
capitalized mining costs and related property and equipment costs, to determine
if these costs are in excess of their recoverable amount whenever events or
changes in circumstances indicate that their carrying amounts may not be
recoverable. The periodic evaluation of carrying value of capitalized costs and
any related property and equipment costs are based upon expected future cash
flows and/or estimated salvage value in accordance with Statement of Financial
Accounting Standards (SFAS) No. 144, “Accounting for Impairment of Disposal of
Long-Lived Assets.”
 
 Exploration costs –
Mineral exploration costs are expensed as incurred.
 
 Property and
equipment – Property and equipment is stated at cost less accumulated
depreciation. Depreciation is provided principally on the straight-line method
over the estimated useful lives of the assets, which are generally 3 to 39
years. The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon sale or
other disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).
  - 11
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 The
Company periodically evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful lives of property and
equipment or whether the remaining balance of property and equipment should be
evaluated for possible impairment. If events and circumstances warrant
evaluation, the Company uses an estimate of the related undiscounted cash flows
over the remaining life of the property and equipment in measuring their
recoverability.
 
 Reclassifications –
Certain amounts in the prior period financial statements have been reclassified
to conform to current period presentation.
 
 Fair value of financial
instruments - Financial Accounting Standards Statement No. 107,
“Disclosure About Fair Value of Financial Instruments”, requires the Company to
disclose, when reasonably attainable, the fair market values of its assets and
liabilities which are deemed to be financial instruments. The carrying amounts
and estimated fair values of the Company’s financial instruments approximate
their fair value due to the short-term nature.
 
 Revenue recognition -
Revenues are recognized during the period in which the revenues are earned.
Costs and expenses are recognized during the period in which they are
incurred.
  Research and
development - All research and development expenditures are expensed as
incurred.
  Earnings (loss) per
share - The Company follows SFAS No. 128, “Earnings Per Share” and SFAS
No. 150, “Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity,” which establish standards for the
computation, presentation and disclosure requirements for basic and diluted
earnings per share for entities with publicly-held common shares and potential
common stock issuances. Basic earnings (loss) per share are computed by dividing
net income by the weighted average number of common shares
outstanding.  In computing diluted earnings per share, the weighted
average number of shares outstanding is adjusted to reflect the effect of
potentially dilutive securities, such as stock options and
warrants.  Common stock equivalent shares are excluded from the
computation if their effect is antidilutive. Weighted average of common stock
equivalents, which include stock options and warrants to purchase common stock,
on June 30, 2005 and 2004 that were not included in the computation of diluted
EPS because the effect would be antidilutive were, 2,502,762 and 0,
respectively.
 
 Expenses of offering
– The Company accounts for specific incremental costs directly to a proposed or
actual offering of securities as a direct charge against the gross proceeds of
the offering.
  - 12
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Income taxes - The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, (“SFAS 109”), “Accounting for Income Taxes”, which
requires recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
 
 Stock-based
compensation - On December 16, 2004, the FASB issued Statement of
Financial Accounting Standard No. 123R (“SFAS 123R”), “Share-Based
Payment”, which replaces Statement of Financial Accounting Standard No. 123
(“SFAS 123”), “Accounting for Stock-Based Compensation” and supersedes APB
Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on the grant
date fair value of the award. Under SFAS No. 123R, the Company must determine
the appropriate fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the transition method to be
used at date of adoption. The transition methods include prospective and
retroactive adoption option. Under the retroactive option, prior periods may be
restated either as of the beginning of the year of adoption or for all periods
presented. The prospective method requires that compensation expense be recorded
for all unvested stock options and restricted stock at the beginning of the
first quarter of adoption of SFAS No. 123R, while the retroactive methods would
record compensation expense for all unvested stock options and restricted stock
beginning with the first period restated. The Company adopted the requirements
of SFAS No. 123R for the fiscal year beginning after December 31,
2004.
 
 New accounting
pronouncements – In November 2004, the FASB issued SFAS No. 151,
“Inventory Costs, an amendment of ARB No. 43, Chapter 4.” SFAS No. 151 amends
the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the
accounting for abnormal amounts of idle facility expense, freight, handing
costs, and spoilage. This statement requires that those items be recognized as
current period charges regardless of whether they meet the criterion of "so
abnormal" which was the criterion specified in ARB No. 43. In addition, this
Statement requires that allocation of fixed production overheads to the cost of
production be based on normal capacity of the production facilities. This
pronouncement is effective for the Company beginning October 1, 2005. Adoption
of this guidance is not expected to have a material impact on the Company’s
financial statements.
 
 In May
2005, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 154, “Accounting Changes and Error Corrections.” The
Statement applies to all voluntary changes in accounting principle and to
changes required by an accounting pronouncement that do not include explicit
transition provisions. SFAS No. 154 requires that changes in accounting
principle be retroactively applied, instead of including the cumulative effect
in the income statement. The correction of an error will continue to require
financial statement restatement. A change in accounting estimate will continue
to be accounted for in the period of change and in subsequent periods, if
necessary. SFAS No. 154 is effective for fiscal years beginning after December
31, 2005. Adoption of this guidance is not expected to have a material impact on
the Company’s financial statements.
  - 13
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  1.
                DESCRIPTION OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (continued)
 
 Discontinued
operations - The consolidated statement of operations for the period from
January 14, 2000 (date of inception) through June 30, 2005 has been restated to
reclassify net losses prior to January 1, 2005 as discontinued operations. On
February 10, 2005, the Company announced that it was reorganizing itself and
changing its focus from biotech to becoming a mineral exploration company,
dedicated to the discovery and exploration of gold and other precious metal
deposits.  Activity between January 1 and February 10, 2005 consisted
of minor general and administrative expenses and foreign currency translation
adjustment, which has been included in loss from discontinued
operations.
 
 2.
              LOAN
      PAYABLE
 
 As of
June 30, 2005, the loan payable totaling $170,000 consisted of borrowings from
an unrelated party which is unsecured, due on demand and bears no
interest.
 
 3.
              STOCKHOLDERS’
      DEFICIT
 
 During
the six months ended June 30, 2005, the Company’s stockholders’ activities
consisted of the following:
 
 a)
              On
      February 10, 2005, the Company issued an irrevocable stock option to
      purchase 250,000 shares of the Company at $0.50 per share expiring on
      February 10, 2010 to settle the convertible debt balance of
      $300,000.
 
 b)
              On
      February 10, 2005, the Company granted two directors an irrevocable stock
      option to purchase 250,000 shares each of the Company at $0.50 per share
      expiring two years after the director resigns from the Company. The fair
      value under the Binomial Lattice option pricing model totaled $133,062
      which was recorded as an expense as of March 31,
  2005.
 
 c)
              On
      February 11, 2005, 35,000,000 shares of the Company were returned to the
      Company and cancelled at its par value of $0.001 per
      share.
 
 d)
              On
      February 14, 2005, the Company cancelled all of the stock options that
      were outstanding as at December 31,
2004.
 
 e)
              On
      June 1, 2005, the Company approved issuance of stock warrants for
      12,000,000 shares of common stock with a strike price of $0.375 per share
      in connection with the Clarkdale Slag Project option. Satisfaction of the
      financing related closing conditions of the assignment agreement were met
      on September 7, 2005. On October 24, 2005, the issuance of the warrants
      was completed. The warrants contain an expiration date of June 1,
      2015.
  4.
              MINERAL PROPERTIES –
      MINING CLAIMS
  On
June 30, 2005, the Board of Directors approved completing the purchase of twenty
mining claims located in Searchlight, Nevada. Pursuant to the purchase
agreement, the Company will pay $87,134 and issue 700,000 shares of the
Company’s common stock. The agreement also provides for the Company, at its
option, to issue an additional 700,000 shares each year in June for three
remaining years.  If at any time before each subsequent issuance of
shares, the Company does not choose to continue the transaction, it is under no
obligation to issue further shares and would no longer hold the mining claims.
Subsequent to quarter end, the Company issued the first 700,000 shares and
acquired the mining claims.
  - 14
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
 5.
              JOINT VENTURE
      AGREEMENT
  On
June 1, 2005, the Company entered into an Assignment Agreement with Nanominerals
Corp. ("NMC") for the assignment of a Joint Venture Agreement that NMC had
entered into on May 20, 2005 with Verde River Iron Company, LLC. As
consideration for the assignment of the Joint Venture Agreement, the Company
will provide payment of $690,000 in cash for project acquisition costs, 5% net
smelter return royalty to NMC, majority seats on the Board of Directors of the
Company and stock warrants for the purchase of 6,000,000 shares of the Company's
common stock at an exercise price of $0.75 per share. Additionally, the Company
will assume provisions of the Joint Venture Agreement which among other things,
require an infusion of $3,000,000 of working capital during Phase I into a newly
formed entity which will provide the operations related to the Joint Venture
Agreement and $27,000,000 of working capital during Phase II. The Joint Venture
Agreement purpose is to pursue the processing of copper smelter slag at the
Clarkdale smelter site located in Clarkdale, Arizona. The Assignment Agreement
was finalized and consideration was paid in the third quarter of
2005.
  6.
              PRIVATE
      PLACEMENT
  On
June 20, 2005, the Company engaged Clarion Finanz AG to act as agent, on a best
efforts basis, for the private placement of up to 4,000,000 units of the
Company's securities at a price of $0.50 per unit ("unit") to accredited
investors in the United States pursuant to Regulation D of the Securities Act of
1933 and non-U.S. investors pursuant to Regulation S of the Securities Act of
1933 (the "Offering"). Each unit will consist of one common share of the
Company's common stock and one half of one share purchase warrant, with each
whole warrant entitling the holder thereof to purchase an additional share of
the Company's common stock at a price of $1.25 per share for a period of nine
months following the closing of the offering. As of June 30, 2005, the Company
has not commenced the offering but anticipates doing so during the third quarter
of 2005.
  7.
              RELATED PARTY
      TRANSACTIONS
 
 In
February 2005, the Company reorganized from a biotechnology research and
development company to a company focused on the development and acquisition of
mineral properties.  In connection with the reorganization, the
Company entered into mineral options agreements to acquire an interest in twenty
mineral claims (“Searchlight Claims”) representing an area of 3,200 acres
located in Clark County, south of Searchlight, Nevada, and agreed to pay a
management fee of $3,500 per month to Pass Minerals, an entity controlled by a
shareholder of the Company, for management services provided regarding the
reorganization of the Company and the development of assaying and testing
procedures for the Searchlight Claims.
  As
of June 30, 2005, loans payable to related parties totaling $390,430 consists of
borrowings from former officers and directors of the Company.  The
balances bear no interest, are unsecured, and are due on
demand.
  As of
December 31, 2004, loans payable to related parties totaling $409,345 consists
of borrowings from the former officer and director of the
Company.  The balances bear no interest, are unsecured, and are due on
demand.
  - 15
-
  SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  8.
                RESTATEMENT
 
 Discontinued
operations – The statement of operations for the period from January 14,
2000 (date of inception) through June 30, 2005 has been restated to reclassify
net losses prior to January 1, 2005 as discontinued operations. On February 10,
2005, the Company announced that it was reorganizing itself and changing its
focus from biotech to becoming a mineral exploration company, dedicated to the
discovery and exploration of gold and other precious metal deposits. Activity
between January 1 and February 10, 2005 consisted of minor general and
administrative expenses and foreign currency translation adjustment, which has
been included in loss from discontinued operations.
 
 The
statement of operations for the three and six months period ended June 30, 2005,
have been restated to reclassify $60,963 and $85,111, respectively of other
comprehensive income, which consisted of foreign currency adjustment related to
2004 activity, as discontinued operations.
 
 The
following table summarizes the balance sheet of the Company as of June 30, 2005
and reconciles the reported amounts to the restated amounts:
 
 Summarized
      Balance Sheet -June
      30, 2005
                    
                    As
      Reported
                    
                    
                    Adjustments
                    
                    
                    
                    As
      RestatedTotal
      assets
                    
                    $
                    27,232
                    
                    
                    $
                    —
                    
                    
                    
                    $
                    27,232Total
      liabilities
                    
                    
                    1,452,831
                    
                    
                    
                    —
                    
                    
                    
                    
                    1,452,831Additional
      paid-in capital
                    
                    
                    3,314,642
                    
                    
                    
                    (320,871
                    )
                    a
                    
                    
                    2,993,771Accumulated
      other comprehensive loss
                    
                    
                    (145,434
                    )
                    
                    
                    145,434
                    
                    b
                    
                    
                    —Accumulated
      deficit during exploration stage
                    
                    
                    (4,613,957
                    )
                    
                    
                    175,437
                    
                    a,b
                    
                    
                    (4,438,520
                    )Total
      stockholders' deficit
                    
                    
                    (1,425,599
                    )
                    
                    
                    —
                    
                    
                    
                    
                    (1,425,599
                    )Total
      liabilities and stockholders' deficit
                    
                    $
                    27,232
                    
                    
                    $
                    —
                    
                    
                    
                    $
                    27,232
  The
following table summarizes the statements of operations for the three and six
months ended June 30, 2005 and reconciles the reported amounts to the restated
amounts:
 
 Summarized
      Statement of Operations -For
      the three months ended June 30, 2005
                    
                    As
      Reported
                    
                    
                    Adjustments
                    
                    
                    
                    As
      RestatedNet
      loss
                    
                    $
                    (98,275
                    )
                    
                    $
                    60,963
                    
                    c
                    
                    $
                    (37,312
                    )Foreign
      currency translation adjustment
                    
                    
                    60,963
                    
                    
                    
                    (60,963
                    )
                    c
                    
                    
                    —Gain
      from discontinued operations
                    
                    $
                    —
                    
                    
                    $
                    60,963
                    
                    c
                    
                    $
                    60,963
 
 Summarized
      Statement of Operations -For
      the six months ended June 30, 2005
                    
                    As
      Reported
                    
                    
                    Adjustments
                    
                    
                    
                    As
      RestatedGeneral
      and administrative
                    
                    $
                    518,276
                    
                    
                    $
                    (320,871
                    )
                    a
                    
                    $
                    197,405Total
      operating expenses
                    
                    
                    580,626
                    
                    
                    
                    (320,871
                    )
                    a
                    
                    
                    259,755Loss
      from continuing operations
                    
                    
                    (580,626
                    )
                    
                    
                    320,871
                    
                    a
                    
                    
                    (259,755
                    )Net
      loss
                    
                    
                    (580,626
                    )
                    
                    
                    405,982
                    
                    a,c
                    
                    
                    (174,644
                    )Foreign
      currency translation adjustment
                    
                    
                    85,111
                    
                    
                    
                    (85,111
                    )
                    c
                    
                    
                    —Gain
      from discontinued operations
                    
                    $
                    —
                    
                    
                    $
                    85,111
                    
                    c
                    
                    $
                    85,111
  - 16
-
 SEARCHLIGHT
MINERALS CORP.
 (FORMERLY
PHAGE GENOMICS, INC.)
 (AN
EXPLORATION STAGE ENTERPRISE)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
(RESTATED)
  8.
              RESTATEMENT
      (continued)
 
 The
following table summarizes statement of operations for the period from January
14, 2000 (Date of Inception) through June 30, 2005, and reconciles the reported
amounts to the restated amounts:
 
 Summarized
      Statement of Operations -For
      the period from January 14, 2000 (Date of Inception)Through
      June 30, 2005
                    
                    As
      Reported
                    
                    
                    Adjustments
                    
                    
                    
                    As
      RestatedResearch
      and development
                    
                    $
                    1,900,095
                    
                    
                    $
                    (1,900,095
                    )
                    d
                    
                    $
                    —General
      and administrative
                    
                    
                    2,151,400
                    
                    
                    
                    (1,953,995
                    )
                    a,c
                    
                    
                    197,405Depreciation
                    
                    
                    235,174
                    
                    
                    
                    (235,174
                    )
                    f
                    
                    
                    —Impairment
      loss on intangible assets
                    
                    
                    173,234
                    
                    
                    
                    (173,234
                    )
                    g
                    
                    
                    —Impairment
      loss on property and equipment
                    
                    
                    86,683
                    
                    
                    
                    (86,683
                    )
                    h
                    
                    
                    —Total
      operating expenses
                    
                    
                    4,608,936
                    
                    
                    
                    (4,349,181
                    )
                    a,i
                    
                    
                    259,755Loss
      from operations
                    
                    
                    (4,608,936
                    )
                    
                    
                    4,349,181
                    
                    a,i
                    
                    
                    (259,755
                    )Other
      income
                    
                    
                    282,142
                    
                    
                    
                    (282,142
                    )
                    j
                    
                    
                    —Interest
      expense, net
                    
                    
                    (300,000
                    )
                    
                    
                    300,000
                    
                    k
                    
                    
                    —Total
      other income (expense)
                    
                    
                    (17,858
                    )
                    
                    
                    17,858
                    
                    j,k
                    
                    
                    —Loss
      before income taxes
                    
                    
                    (4,626,794
                    )
                    
                    
                    4,367,039
                    
                    
                    
                    
                    (259,755
                    )Income
      tax benefit
                    
                    
                    12,837
                    
                    
                    
                    (12,837
                    )
                    l
                    
                    
                    —Net
      loss
                    
                    
                    (4,613,957
                    )
                    
                    
                    175,437
                    
                    a,b
                    
                    
                    (4,438,520
                    )Foreign
      currency translation adjustment
                    
                    
                    (145,434
                    )
                    
                    
                    145,434
                    
                    b
                    
                    
                    —Loss
      from discontinued operations
                    
                    $
                    —
                    
                    
                    $
                    (4,178,765
                    )
                    m
                    
                    $
                    (4,178,765
                    )
 
 The
restatements had no impact on the Company’s cash or cash flows.
 
 The
restatement adjustments are as follows:
 
 a)
              Quarterly
      information restated to conform to year-end December 31, 2005
      adjustments.
 b)
              Reclassify
      accumulated other comprehensive loss prior to 2005 from a biotechnology
      research and development business as discontinued
      operations.
 c)
              Reclassify
      foreign currency translation adjustment from the three month period ended
      March 31, 2005 and the six month period ended June 30, 2005 as
      discontinued operations.
 d)
              Reclassify
      research and development expense incurred prior to 2005 as discontinued
      operations.
 e)
              Reclassify
      general and administrative expense incurred prior to 2005 as discontinued
      operations.
 f)
              Reclassify
      depreciation expense incurred prior to 2005 as discontinued
      operations.
 g)
              Reclassify
      impairment loss on intangible assets incurred prior to 2005 as
      discontinued operations.
 h)
              Reclassify
      impairment loss on property and equipment incurred prior to 2005 as
      discontinued operations.
 i)
              Reclassify
      operating expenses incurred prior to 2005 as discontinued
      operations.
 j)
              Reclassify
      other income earned prior to 2005 as discontinued
      operations.
 k)
              Reclassify
      interest expense incurred prior to 2005 as discontinued
      operations.
 l)
              Reclassify
      income tax benefit prior to 2005 as discontinued
      operations.
 m)
              Reclassify
      net losses prior to 2005 as discontinued
  operations.


- 17
-




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




FORWARD
LOOKING STATEMENTS




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




OVERVIEW




We are
an exploration stage company engaged in the acquisition and exploration of
mineral properties. In February, 2005, we announced the reorganization of
Searchlight from a biotechnology research and development company to a company
focused on the development and acquisition of mineral properties.  In
connection with our reorganization we entered into mineral option agreements to
acquire an interest in 20 mineral claims (the "Searchlight Claims") representing
an area of 3,200 acres located in Clark County, south of Searchlight,
Nevada.  Also in connection with our corporate restructuring, our
board of directors approved a change of our name to "Searchlight Minerals Corp."
Our name was changed to "Searchlight Minerals Corp." effective June 23,
2005.




We
subsequently entered into an assignment agreement with Nanominerals Corp., a
Nevada Corporation ("NMC") dated for reference June 1, 2005 (the "Assignment
Agreement"), pursuant to which NMC assigned all of its interest in a joint
venture agreement (the "JV Agreement") dated May 20, 2005 between NMC and Verde
River Iron Company, LLC, a Nevada limited liability company
("Verde").  The JV Agreement was entered into for the purpose of
funding the processing of a copper smelter slag pile located on a parcel of land
consisting of approximately 200 acres in Clarkdale, Arizona (the "Clarkdale Slag
Project").  As a condition of closing of the Assignment Agreement, the
parties agreed, among other things, to appoint sufficient nominees of NMC to our
board of directors to constitute a majority of our board of directors following
execution of the Assignment Agreement.  The nominees of NMC, Carl S.
Ager, Robert D. McDougal, and Ian R. McNeil, were appointed to our board of
directors effective July 25, 2005.




We are
presently in the 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 mineral properties we acquire.  Our current
plan of operation is to conduct mineral exploration activities on the
Searchlight Claims and the Clarkdale Slag Project in order to assess whether
they possess mineral reserves capable of commercial extraction.  The
agreements pursuant to which we acquired our interests in the Searchlight Claims
and Clarkdale Slag Project provide that we must make a series of cash payments
over certain time periods, expend certain minimum amounts on the exploration of
the properties or contribute Searchlight's share of ongoing
expenditures.  If we fail to make such payments or expenditures in a
timely fashion, we may lose our interest in those properties.  See
"Searchlight Option Agreements" and "Clarkdale Slag Project" below. We can
provide no assurance that we will discover mineral reserves on any properties we
acquire.




RESTATEMENT




Discontinued
operations – The statement of operations for the period from January 14,
2000 (date of inception) through June 30, 2005 has been restated to reclassify
net losses prior to January 1, 2005 as discontinued operations.  On
February 10, 2005, the Company announced that it was reorganizing itself and
changing its focus from biotech to becoming a mineral exploration company,
dedicated to the discovery and
exploration of gold and other precious metal deposits. Activity between January
1 and February 10, 2005 consisted of minor general and administrative expenses
and foreign currency translation adjustment, which has been included in loss
from discontinued operations.




- 18
-




The
statement of operations for the three and six months period ended June 30, 2005,
have been restated to reclassify $60,963 and $85,111, respectively of other
comprehensive income, which consisted of foreign currency adjustment related to
2004 activity, as discontinued operations.




Recent
Developments




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




1.
            On
      August 22, 2005 we entered into an engagement letter (the "Dominick
      Engagement Letter") with Dominick & Dominick Securities Inc.
      ("Dominick") pursuant to which Dominick agreed to act as agent, on a best
      efforts basis, for the private placement of up to 4,000,000 units of our
      securities at a price of $0.50 per unit (each a "unit") to non-U.S.
      investors pursuant to Regulation S of the Securities Act (the "Dominick
      Offering").  Pursuant to the terms of the Dominick Engagement
      Letter each unit will consist of one common share of our common stock and
      one half of one share purchase warrant, with each whole warrant entitling
      the holder thereof to purchase an additional share of our common stock at
      a price of $1.25 per share for a period of nine months following the
      closing of the Dominick Offering. In consideration for acting as agent for
      the offering,  Dominick will receive: (i) a corporate finance
      fee of $45,500, (ii) a commission equal to 10% of the gross proceeds of
      the Dominick Offering, and (iii) non-assignable share purchase warrants
      equal to 10% of the number of units sold pursuant to the Dominick
      Offering, exercisable at a price of $0.50 per unit for a period of nine
      months following the closing of the Dominick Offering; and (iv) a right of
      first refusal to act as co-agent or co-underwriter on a 50/50 basis with
      Clarion Finanz AG to act as underwriter or agent in respect of any
      subsequent public offering or private placement of equity in Canada or the
      U.S. by Searchlight for a period of 18 months following the closing of the
      offering.  As a condition of the engagement, we agreed to use
      our best efforts to file with the SEC a registration statement on form
      SB-2 registering the common stock underlying the units, and have the
      registration statement declared effective within 120 days of the closing
      date of the Dominick Offering.  The engagement letter is subject
      to the completion of due diligence by the agent and execution of a
      standard form agency agreement between us and the agent. Proceeds of the
      Dominick Offering are intended to fund our working capital and plan of
      development of our Searchlight and Clarkdale projects.  There is
      no assurance that the Dominick Offering or any part of it will be
      completed.2.
            On
      July 26, 2005 we approved a private placement to accredited investors of
      up to 4,000,000 units at a price of $0.50 per unit pursuant to Regulation
      D of Rule 506 of the United States Securities Act ("Regulation D"), with
      each unit consisting of one share of our common stock and one half of one
      share purchase warrant, each whole warrant entitling the subscriber to
      purchase an additional share of our common stock for a period of nine
      months following the date of issuance at an exercise price equal to $1.25
      US per share.  There is no assurance that the Regulation D
      offering or any part of it will be completed.3.
            On
      July 22, 2005 we approved an amendment to our bylaws to amend Article III
      "Board of Directors", Section 1(a). The change in the bylaws was necessary
      because to specify the number of directors and the method for determining
      that number. Under the new provision, the number of directors will be a
      number to be fixed by the Board of Directors that is not less than one (1)
      nor more than twelve (12). We subsequently amended our bylaws on August 9,
      2005 to remove a restriction in our constating documents with respect to
      our authorized number of stockholders.4.
            In
      connection with our corporate restructuring, our board of directors
      approved a change of our name to "Searchlight Minerals
      Corp."  Our name was changed to "Searchlight Minerals Corp."
      effective June 23, 2005.5.
            On
      June 21, 2005, we entered into extension agreements with the owners of the
      Searchlight Claims extending the Restructuring Date under the Option
      Agreements to June 30, 2005.  Subsequently, on June 30, 2005, we
      approved the issuance of 700,000 restricted shares of our common stock to
      the claim owners in connection with the Option Agreements.  The
      issuance was completed pursuant to Section 4(2) of the Securities Act. See
      "Searchlight Option Agreements"
below.






- 19
-






6.
            We
      entered into an assignment agreement with Nanominerals Corp. dated for
      reference June 1, 2005, pursuant to which NMC assigned all of its interest
      in a joint venture agreement dated May 20, 2005 between NMC and Verde
      River Iron Company, LLC, a Nevada limited liability company
      ("Verde").  The JV Agreement was entered into for the purpose of
      funding the processing of a copper smelter slag pile located on a parcel
      of land consisting of approximately 200 acres in Clarkdale, Arizona. See
      "Acquisition of Clarkdale Slag Project"
below.





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




Acquisition
of Clarkdale Slag Project




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




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




(i)
            Repay
      NMC $690,000 in respect of certain payments made by NMC towards the
      acquisition of the Clarkdale Slag Project made pursuant to the terms of
      the JV Agreement.




(ii)
            Assign
      NMC a five percent net smelter return royalty payable from Searchlight's
      share of production from the Clarkdale Slag
  Project.






- 20
-






(iii)
            Appoint
      sufficient nominees of NMC to Searchlight's board of directors to
      constitute a majority of the board following execution of the Assignment
      Agreement.




(iv)
            Issue
      to NMC or its designate, 6,000,000 warrants to purchase shares of the
      common stock of Searchlight exercisable for a term of 10 years from the
      date of the Assignment Agreement at an exercise price of $0.75 per
      share.





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




Under the
terms of the JV Agreement, NMC and Verde agreed to form a jointly owned limited
liability operating company ("OPCO") to pursue a four phase work program for the
purpose of processing up to 2/3 or 20,000,000 tons minimum of slag from a copper
smelter slag pile located at the Clarkdale Slag Project site, to extract
byproducts from the slag for commercial resale.  Pursuant to the terms
of the JV Agreement, the parties agreed, among other things, to the
following:




(i)
            NMC
      agreed to contribute $530,000 to Verde on execution of the JV Agreement
      (the "Initial Payment") for use by Verde for payment of certain expenses
      including expenses relating to the four phase work program for the
      Clarkdale Slag Project.




(ii)
            NMC
      agreed to fund all expenditures for Phase I of the work program and upon
      completion of Phase I, NMC agreed to fund OPCO by depositing $3,000,000
      into OPCO's account within 14 days of the completion of Phase
      I.  At the time NMC makes the $3,000,000 payment, Verde agreed
      to transfer all right to process the Clarkdale Slag Project slag pile to
      OPCO and grant a license to use the project site for the
      project.




(iii)
            NMC
      agreed after completion of a bankable feasibility study in Phase II to
      contribute $27,000,000 ("Project Funding Payment") to OPCO within 90 days
      of receipt of the study.




(iv)
            Verde
      is not required to contribute any funds for project
    expenses.




(v)
            In
      the event of termination by either party, provided that Phase II has been
      completed, Verde agreed to assign 10% of its net operating profits from
      the project until NMC receives an amount equal to two times the amount of
      its total investment in the
project.




(vi)
            NMC
      agreed that a principal of Verde, will be paid an amount of $10,000,000
      from the Project Funding Payment, the Initial Payment and net cash flow of
      the project before any money is distributed to NMC and
    Verde.




Searchlight
Option Agreements






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




1.
            Option
      Agreement among Searchlight, K. Ian Matheson, our sole officer and
      director, Searchlight Minerals, Inc. ("SMI"), and Pilot Plant Inc. to
      acquire an interest in the following mineral claims: Rio Raga 300, Rio
      Raga 301, Rio Raga 302, Rio Raga 303, Rio Raga 307, Rio Raga 309, Rio Raga
      312, and Rio Raga 313;




2.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, Kiminco Inc. and Pass
      Minerals Inc., to acquire an interest in the following mineral claims:
      P.V. Red 11, P.V. Red 12, P.V. Red 13, and P.V. Red
  14;




3.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, Beardog Mines Inc. to
      acquire an interest in the Rio Raga 304 mineral
  claim;






- 21
-




4.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, Goldhunter Inc. to
      acquire an interest in the Rio Raga 305 mineral
  claim;




5.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, Pass Minerals Inc.,
      Michael D. Anderson, Farrell Drozd, and Michael I. Matheson to acquire an
      interest in the Rio Raga 306 mineral
claim;





6.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, Britti Gold Inc. to
      acquire an interest in the Rio Raga 308 mineral
  claim;




7.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, Michael D. Anderson,
      Geosearch Inc., Geotech Mining Inc., and Patrick B. Matheson to acquire an
      interest in the Rio Raga 310 and Rio Raga 311 mineral claims;
      and




8.
            Option
      Agreement among Searchlight, K. Ian Matheson, SMI, and Gold Crown Minerals
      Inc. to acquire an interest in the PV Brown 193 and PV Brown 301 mineral
      claims.




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




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




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




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




- 22
-




In
connection with our corporate restructuring we agreed to pay a management fee of
$3,500 per month to Pass Minerals Inc., a company controlled by Mr. Matheson,
for management services provided regarding the reorganization of
Searchlight and the development of assaying and testing procedures for the
Searchlight Claims.




Reclamation
Permit




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




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




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




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




1.
            Prior
      to commencement of any proposed activities with respect to Phase I of its
      work program, PPI must post a surety bond in the amount of $27,528.86 with
      the BMRR by July 3, 2005;2.
            Prior
      to commencement of any proposed activities with respect to Phase II of its
      work program, PPI must post a surety bond in the amount of $153,031.22
      with the BMRR by July 3, 2005;3.
            The
      payment of the annual reclamation fees to the BMRR by April 15 of each
      year;4.
            The
      submission of a report by the operator of the property by April 15 of each
      year, detailing the status and production of the operation and identifying
      each acre of land affected and reclaimed by the operation;
    and5.
            PPI
      agrees to leave the project site safe, stable and capable of providing for
      a productive post- mining land use.




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




PLAN
OF OPERATION




We have
developed an exploration work program for the Searchlight
Project.  Upon the filing of an acceptable surety bond in the amount
of $27,528 for Phase I and $153,031 for Phase II with the BMRR, we intend to
proceed with the two phase exploration program approved in connection with the
reclamation permit
received by PPI.  The intent of the 2005 exploration work program is
to drill 18 exploratory holes and test and develop a 40 acre pit
to determine if there is mineralized material on the property.  We
expect to rent a drill rig and employ drillers to conduct the drilling.
Independent geologists and engineers are expected to be engaged to certify the
work.  Budget for this work is estimated to cost approximately
$800,000.  We also intend to use the proceeds of the Dominick Offering
and the Clarion Offering, if completed, to fund the acquisition of our interest
in the Clarkdale Slag Project and the work program outlined under the JV
Agreement with Verde.




- 23
-




We
recorded a net loss  of $174,644 for the six months ended June 30,
2005 and have an accumulated deficit of $4,438,520 as at June 30,
2005.  We are presently reliant on the financial support of Mr. K. Ian
Matheson, our President and director.  There is no assurance that Mr.
Matheson will continue to provide us with funding if and when needed to continue
our operations.  For the next twelve months, management anticipates
that the minimum cash requirements to fund our proposed exploration program and
our continued operations will be $1,800,000.  This is to cover costs
staff and all expenses necessary to continue the exploration costs for the
Searchlight Project and the Clarkdale Slag Project.




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




Liquidity
and Financial Condition




Working
Capital


PercentageAt
      June 30, 2005
            
            
            At
      December 31, 2004
            
            
            Increase
      / (Decrease)Current
      Assets
            
            $
            7,660
            
            
            $
            295
            
            
            
            2494.6
            %Current
      Liabilities
            
            $
            1,452,831
            
            
            $
            1,685,661
            
            
            
            (13.8
            )%Working
      Capital (Deficit)
            
            $
            1,445,171
            
            
            $
            1,585,366
            
            
            
            (8.8
            )%





Cash
Flows


Six
      Months Ended
            
            
            Six
      Months EndedJune
      30, 2005
            
            
            June
      30, 2004Cash
      Flows from (used in) Operating Activities
            
            $
            (145,063
            )
            
            $
            (142,135
            )Cash
      Flows from (used in) Investing Activities
            
            $
            (19,572
            )
            
            $
            (4,538
            )Cash
      Flows from (used in) Financing Activities
            
            $
            170,000
            
            
            $
            142,390Net
      Increase (decrease) in Cash During Period
            
            $
            5,365
            
            
            $
            (4,283
            )




We
have a working capital deficiency of $1,445,171 and an accumulated deficit of
$4,438,520 as of June 30, 2005.  During the six months ended June 30,
2005 we received loans totaling $170,000 from unrelated parties.  The
loans are unsecured and payable on demand.




Our plan
of operation calls for significant expenses in connection with the exploration
of the Searchlight Claims and Clarkdale Slag Project. Obtaining additional
financing would be subject to a number of factors, including the market prices
for the mineral property and gold.  These factors may make the timing,
amount, terms or conditions of additional financing unavailable to
us.  Since our inception, we have used our common stock to raise money
for our operations and for our property acquisitions.  We have not
attained profitable operations and are dependent upon obtaining financing to
pursue our plan of operation.  For these reasons, our auditors stated
in their report to our audited financial statements for the year ended December
31, 2004, that there is substantial doubt that we will be able to continue as a
going concern.




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




- 24
-




Off-Balance
Sheet Arrangements




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




Critical
Accounting Policies




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




Use
of Estimates




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




Property
and Equipment




Property
and equipment is stated at cost less accumulated
depreciation.  Depreciation is provided principally on the
straight-line method over the estimated useful lives of the assets, which are
generally 3 to 10 years. The cost of repairs and maintenance is charged to
expense as incurred.  Expenditures for property betterments and
renewals are capitalized.  Upon sale or other disposition of a
depreciable asset, cost and accumulated depreciation are removed from the
accounts and any gain or loss is reflected in other income
(expense).




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




Mineral
rights




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




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






- 25
-




Exploration
costs




Mineral
exploration costs are expensed as incurred.




Basic
and Diluted Net Income (Loss) Per Share




Searchlight
computes net income (loss) per share in accordance with SFAS No. 128, "Earnings
per Share". SFAS No. 128 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method.  In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants.  Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive.




Risks
and Uncertainties




We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease exploration
activities.




We
were incorporated in January, 2000 and since November, 2001, were engaged in the
business of biotechnology research and development.  In February,
2005, we changed our business to mineral exploration.  We have no
exploration history upon which an evaluation of our future success or failure
can be made. Our net loss since inception is $4,438,520.  Our ability
to achieve and maintain profitability and positive cash flow is dependent
upon




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




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




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




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




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




Our
current operating funds are insufficient to complete the proposed exploration
program of the Searchlight Claims.  Therefore, we will need to obtain
additional financing in order to complete our full business plan. As at June 30,
2005, we had cash in the amount of $5,660.  We currently do not have
any operations and we have no income. Our plan of operations calls for
significant expenses in connection with the exploration of the Searchlight
Claims.  Obtaining additional financing would be subject to a number
of factors,
including the market prices for the mineral property and gold.  These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us.




- 26
-




Since
this is an exploration project, we face a high risk of business failure due to
our inability to predict the success of our business.




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




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




You
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such
enterprises.  The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake.  These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.  The expenditures to be
made by us in the exploration of the mineral claim may not result in the
discovery of mineral deposits.  Problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts.  If no funding is
available, we may be forced to abandon our operations.




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




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




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




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




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




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






- 27
-




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




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




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




There are
several governmental regulations that materially restrict mineral
exploration.  We will be subject to the laws of the State of Nevada as
we carry out our exploration program.  We may be required to obtain
work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws.  While our
planned exploration program budgets for regulatory compliance, there is a risk
that new regulations could increase our costs of doing business and prevent us
from carrying out our exploration program.




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




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




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




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


- 28
-




ITEM 3. CONTROLS AND PROCEDURES




NOTE:
This Item 3. Controls and Procedures has been updated to reflect the restatement
of the our 2005 and 2006 financial statements, as discussed above in the
Introductory Explanatory Note and in Item 2 under the section heading
“Restatements.”
 
 Evaluation
of Disclosure Controls and Procedures
 
 This Quarterly Report on Form
10-Q/A presents a restatement of the financial statements for the covered
period. In connection with this amendment to our Quarterly Report for the
period ended June 30, 2005, our management reevaluated the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act of 1934, as amended (the “Exchange Act”)) as of
the end of the period covered by this report.
 
 Subsequently,
we discovered material weaknesses in our internal control over financial
reporting. For this reason, in reevaluating the adequacy of our disclosure
controls and procedures as of the end of the period covered by this report, our
management has determined that our disclosure controls and procedures were not
effective.  In assessing whether our disclosure controls and
procedures were effective as of June 30, 2005, management considered the impact
of the restatement to our interim financial statements for the six month period
ended June 30, 2005, as outlined in Item 2, as well as our control
environment.
 
 Our management is responsible for
establishing and maintaining an adequate system of disclosure controls and
procedures designed to provide reasonable assurance that the information
required to be disclosed by us in reports that we file and submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Disclosure controls also are
designed to reasonably assure that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. Disclosure controls include components of internal control over
financial reporting, which consists of control processes designated to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with United States generally
accepted accounting principles.
 
 Based on the reevaluation, our
management has concluded that the lack of a qualified Chief Financial Officer,
as well as the lack of adequate additional research materials and support staff,
represented material weaknesses in our disclosure controls and procedures as of
June 30, 2005.  Accordingly, our management has concluded that our
disclosure controls and procedures were not effective as of June 30, 2005to provide reasonable
assurance that information required to be disclosed by us in the reports that we
file is recorded, processed, and summarized within the appropriate periods.
 
 Changes in Internal Controls
over Financial Reporting
 
 No changes to our disclosure
controls and procedures were made to rectify the material weakness during the
period covered by this report because such weakness was not known at that
time.  Subsequently, on June 14, 2006, we remediated this weakness in
part by appointing Melvin L. Williams as our Chief Financial Officer.
Mr. Williams has extensive U.S. GAAP experience, a B.B.A. in Business
Administration from the University of Oregon, and has been a CPA in the State of
Nevada since 1989.




- 29
-




PART
II - OTHER INFORMATION






ITEM
1. LEGAL PROCEEDINGS




None.




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




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




1.
              On
      June 1, 2005, in connection with the acquisition of our interest in the
      Clarkdale Slag Project and in accordance with the terms of the assignment
      agreement, we approved the following issuances of our securities: (i) we
      issued to Nanominerals Corp. a warrant to purchase 10,000,000 shares of
      our common stock at an exercise price of $0.375 per share expiring June 1,
      2015, pursuant to the provisions of Section 4(2) of the Securities Act;
      and (ii) we issued to Clarion Finanz AG, the designate of Nanominerals
      Corp., a warrant to purchase 2,000,000 shares of our common stock at an
      exercise price of $0.375 per share expiring June 1, 2015, pursuant to the
      provisions of Regulation S of the Securities Act.2.
              On
      June 30, 2005, we approved the issuance of 700,000 shares of our common
      stock to 18 mineral claim owners in connection with the Option Agreements
      dated February 8, 2005 among us and the mineral claim owners. The issuance
      was completed pursuant to Section 4(2) of the Securities Act on the basis
      that each claim owner was a sophisticated investor and was in a position
      of access to relevant and material information regarding our operations.
      Each claim owner delivered appropriate investment representations
      satisfactory to us with respect to this transaction and consented to the
      imposition of restrictive legends upon the certificates evidencing such
      shares.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.




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




None.




ITEM
5. OTHER INFORMATION




None.




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




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




ExhibitNumber
            Description of
      Exhibit3.1
            Articles
      of Incorporation of L.C.M. Equity, Inc.(1)3.2
            Bylaws
      of L.C.M. Equity, Inc.(1)3.3
            Articles
      of Incorporation of Uscribble.(1)3.4
            Certificate
      of Amendment to Articles of Incorporation - name change to "Regma Bio
      Technologies Limited."(3)3.5
            Certificate
      of Amendment to Articles of Incorporation - name change to "Phage
      Genomics, Inc."(6)3.6
            Certificate
      of Amendment to Articles of Incorporation - name change to "Searchlight
      Minerals Corp."  *3.7
            Amended
      Bylaws dated July 22, 2005.(9)3.8
            Amended
      Bylaws dated August 9, 2005.  *4.1
            Specimen
      Stock Certificate.(1)10.1
            Acquisition
      Agreement.(2)






- 30
-






10.2
            2002
      Nonqualified Stock Option Plan.(4)10.3
            2003
      Nonqualified Stock Option Plan.(5)10.4
            Letter
      Agreement between Searchlight Minerals Corp. (the "Company") and Pilot
      Plant Inc. dated February 8, 2005.(8)10.5
            Letter
      Agreement between the Company and Pilot Plant Inc. dated February 8,
      2005.(8)10.6
            Letter
      Agreement between the Company and Bear Dog Mines Inc. dated February 8,
      2005.(8)10.7
            Letter
      Agreement between the Company and Gold Hunter Inc. dated February 8,
      2005.(8)10.8
            Letter
      Agreement between the Company and Pass Minerals Inc. dated February 8,
      2005.(8)10.9
            Letter
      Agreement between the Company and Britti Gold Inc. dated February 8,
      2005.(8)10.10
            Letter
      Agreement between the Company and Geotech Mining Inc. dated February 8,
      2005.(8)10.11
            Letter
      Agreement between the Company and Gold Crown Inc. dated February 8,
      2005.(8)10.12
            Engagement
      Letter dated June 17, 2005 between the Company and Clarion Finanz AG.(10)10.13
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc. and Pilot Plant Inc.(10)10.14
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc. and Bear Dog Mines Inc.(10)10.15
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc. and Gold Hunter Inc.(10)10.16
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc., Pass Minerals Inc., Michael D.
      Anderson, Farrell Drozd and Michael I. Matheson.(10)10.17
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc. and Britti Gold Inc.(10)10.18
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc., Geotech Mining Inc., Michael D.
      Anderson, Geosearch Inc. and Patrick B. Matheson.(10)10.19
            Extension
      Agreement dated effective June 22, 2005 among the Company, K. Ian
      Matheson, Searchlight Minerals, Inc. and Gold Crown Minerals Inc.(10)10.20
            Assignment
      Agreement dated for reference June 1, 2005 between Company and
      Nanominerals Corp. (11)10.21
            Engagement
      Letter dated May 9, 2005 between the Company and Dominick & Dominick
      Securities Inc.  *14.1
            Code
      of Ethics.(7)31.1
            Certification
      of Chief Executive Officer a pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.99.3
            Audit
      Committee Charter.(7)99.4
            Disclosure
      Committee Charter.(7)





Notes:(1)
            Filed
      with the SEC as an exhibit to our Registration Statement on Form 10-SB
      originally filed on July 7, 2000.(2)
            Filed
      with the SEC as an exhibit to our Current Report on Form 8-K filed on
      November 13, 2001.(3)
            Filed
      with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on
      April 1, 2002.(4)
            Filed
      with the SEC as an exhibit to our Form S-8 Registration Statement filed on
      April 10, 2002.(5)
            Filed
      with the SEC as an exhibit to our Form S-8 filed on June 30,
      2003.(6)
            Filed
      with the SEC as an exhibit to our Form 8-K filed on December 22,
      2003;(7)
            Filed
      with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on
      April 13, 2004.(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.*
            Filed
      with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on
      August 22, 2005.




- 31
-




REPORTS
ON FORM 8-K




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




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




- 32
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SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




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


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