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

FORM 10-QSB

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

For the quarterly period ended March 31, 2005

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

For the transition period ________________ to ________________

COMMISSION FILE NUMBER 000-30995

PHAGE GENOMICS, INC.
  (Name of small business issuer in its charter)

|NEVADA                                                 | 98-0232244                     
|------------------------------------------------------ | -------------------------------
|(State or other jurisdiction of incorporation
      or | (I.R.S. Employer Identification
|organization)                                          |                                
|                                                       |                                
|                                                       |                                
|2215 Lucerne Circle                                    |                                
|Henderson, NV                                          | 89104                          
|(Address of principal executive offices)               | (Zip Code)                     
|                                                       |                                
|                                                       |                                
|(702) 451-4981                                         |                                
|Issuer's telephone number                              |                                

NOT APPLICABLE
  Former name, former address and former fiscal year, if changed since last report

Check whether the issuer: (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange 
  Act during the past 12 months (or for such shorter period that the registrant
  was required to file such 
  reports), and (2) has been subject to such filing requirements for the past
  90 days.  Yes x   No
   ̈

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the 
  latest practicable date: As of May 12, 2005, the Issuer had 19,150,000 shares
  of common stock outstanding.

Transitional Small Business Disclosure Format (check one):
    Yes  ̈   Nox

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PART I - FINANCIAL INFORMATION

ITEM 1.                     FINANCIAL
  STATEMENTS

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

As used in this Quarterly Report on Form 10-QSB, the terms
  "we", "us", "our", “Phage” and “our company” mean Phage
  Genomics, Inc. unless otherwise indicated. All dollar amounts in this quarterly
  report are in U.S. dollars unless otherwise stated.

2

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PHAGE GENOMICS, INC.
  (A DEVELOPMENT STAGE COMPANY)
  BALANCE SHEET
  MARCH 31, 2005
  (UNAUDITED)

|ASSETS                                                    
|----------------------------------------------------------
|                                                          
|Current assets                                            
|Cash                                                      
|Total
      current assets                                
|                                                          
|                                                          
|Deposit on mineral property claims                        
|                                                          
|Total assets                                              
|                                                          
|                                                          
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT               
|                                                          
|Current liabilities                                       
|Accounts payable                                          
|Loan payable - related party                              
|Loan payable                                              
|Total
      current liabilities                           
|                                                          
|Total
      liabilities                                   
|                                                          
|Commitments and contingencies                             
|                                                          
|Stockholders' deficit                                     
|Common stock, $0.001 par value;
      200,000,000 shares  
|authorized, 12,650,000 shares
      issued and outstanding
|Additional paid-in capital                                
|Accumulated other comprehensive loss                      
|Accumulated deficit during development
      stage        
|Total stockholders' deficit                               
|                                                          
|Total liabilities and stockholders' deficit               

See Accompanying Notes to Financial Statements
  F-1

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PHAGE GENOMICS, INC.
  (A DEVELOPMENT STAGE COMPANY)
  STATEMENTS OF OPERATIONS
  FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
  (UNAUDITED)

|                                                       |                                    |                |   |         |                |   |   | For the period from    |  
|------------------------------------------------------ | ---------------------------------- | -------------- | - | ------- | -------------- | - | - | ---------------------- | -
|                                                       |                                    |                |   |         |                |   |   | January 14, 2000       |  
|                                                       |                                    |                |   |         |                |   |   | (Date of Inception)    |  
|                                                       | For
        the Three Months Ended |                |   | Through |               
|                                                       |                                    | March 31, 2005 |   |         | March 31, 2004 |   |   | March
        31, 2005 |  
|                                                      
|                                                      
|Revenue                                                | $                                  | -              |   | $       | -              |   | $ | -                      |  
|                                                      
|Operating expenses                                     |                                    |                |   |         |                |   |   |                        |  
|Research and development                               |                                    | -              |   |         | 110,969        |   |   | 1,900,095              |  
|General and administrative                             |                                    | 28,418         |   |         | 31,666         |   |   | 1,618,810              |  
|Stock based compensation                               |                                    | 453,933        |   |         | 2,196          |   |   | 466,516                |  
|Depreciation                                           |                                    | -              |   |         | 5,513          |   |   | 235,174                |  
|Impairment loss on intangible assets                   |                                    | -              |   |         |                |   |   | 173,234                |  
|Impairment loss on property and equipment              |                                    | -              |   |         | -              |   |   | 86,683                 |  
|                                                      
|Total operating expenses                               |                                    | 482,351        |   |         | 150,344        |   |   | 4,480,512              |  
|                                                      
|Loss from operations                                   |                                    | (482,351       | ) |         | (150,344       | ) |   | (4,480,512             | )
|                                                      
|Other income (expense):                                |                                    |                |   |         |                |   |   |                        |  
|Other income                                           |                                    | -              |   |         | -              |   |   | 282,142                |  
|Interest expense, net                                  |                                    | -              |   |         | -              |   |   | (300,000               | )
|                                                      
|Total other income (expense)                           |                                    | -              |   |         | -              |   |   | (17,858                | )
|                                                      
|Loss from operations before provision for income taxes |                                    | (482,351       | ) |         | (150,344       | ) |   | (4,498,370             | )
|                                                      
|Provision for income taxes                             |                                    | -              |   |         | -              |   |   | 12,837                 |  
|                                                      
|Net loss                                               |                                    | (482,351       | ) |         | (150,344       | ) |   | (4,485,533             | )
|                                                      
|Loss per common share - basic and diluted:             |                                    |                |   |         |                |   |   |                        |  
|Net loss                                               | $                                  | (0.02          | ) | $       | (0.00          | ) |   |                        |  
|                                                      
|Weighted average common shares outstanding -           |                                    |                |   |         |                |   |   |                        |  
|Basic and diluted                                      |                                    | 31,555,556     |   |         | 54,150,000     |   |   |                        |  

See Accompanying Notes to Financial Statements
  F-2

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PHAGE GENOMICS, INC.
  (A DEVELOPMENT STAGE COMPANY)
  STATEMENT OF STOCKHOLDERS' DEFICIT
  FOR THE THREE MONTHS ENDED MARCH 31, 2005
  (UNAUDITED)

|                                       |              |   |   |            |   |   |                 |  |   | Accumulated   |   |   |              |   |   | Accumulated    |   |   |            |  
|-------------------------------------- | ------------ | - | - | ---------- | - | - | --------------- |  | - | ------------- | - | - | ------------ | - | - | -------------- | - | - | ---------- | -
|                                       |              |   |   |            |   |   |                 |  |   | Other         |   |   |              |   |   | Deficit During |   |   | Total      |  
|                                       | Common Stock |   |   | Additional |   |   | Comprehensive   |  |   | Deferred      |   |   | Development  |   |   | Stockholders'  |  
|                                       | Shares       |   |   | Amount     |   |   | Paid-in Capital |  |   | Income (Loss) |   |   | Compensation |   |   | Stage          |   |   | Deficit    |  
|Balance, January 14, 2000              | -            |   | $ | -          |   | $ | -               |  |   |               |   |   |              |   | $ | -              |   | $ | -          |  
|Issuance of common stock               |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|(recapitalized)                        | 25,000,000   |   |   | 25,000     |   |   | -               |  |   |               |   |   |              |   |   | (24,999        | ) |   | 1          |  
|Effect of foreign currency translation | 0            |   |   | -          |   |   | -               |  |   | 3,059         |   |   | -            |   |   | -              |   |   | 3,059      |  
|Net loss                               | -            |   |   | -          |   |   | -               |  |   | -             |   |   | -            |   |   | (235,028       | ) |   | (235,028   | )
|Balance, December 31, 2000             | 25,000,000   |   |   | 25,000     |   |   | -               |  |   | 3,059         |   |   | -            |   |   | (260,027       | ) |   | (231,968   | )
|Issuance of common stock in            |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|reverse merger                         | 5,150,000    |   |   | 5,150      |   |   | -               |  |   |               |   |   |              |   |   | (5,150         | ) |   | -          |  
|Effect of foreign currency translation | 0            |   |   | -          |   |   | -               |  |   | (2,619        | ) |   | -            |   |   | -              |   |   | (2,619     | )
|Net loss                               | -            |   |   | -          |   |   | -               |  |   | -             |   |   | -            |   |   | (765,179       | ) |   | (765,179   | )
|Balance, December 31, 2001             | 30,150,000   |   |   | 30,150     |   |   | -               |  |   | 440           |   |   | -            |   |   | (1,030,356     | ) |   | (999,766   | )
|Capital contribution                   | -            |   |   | -          |   |   | 1,037,126       |  |   | -             |   |   | -            |   |   | -              |   |   | 1,037,126  |  
|Beneficial conversion feature          |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|associated with debt                   | -            |   |   | -          |   |   | 300,000         |  |   | -             |   |   | -            |   |   | -              |   |   | 300,000    |  
|Effect of foreign currency translation | -            |   |   | -          |   |   | -               |  |   | (70,248       | ) |   | -            |   |   | -              |   |   | (70,248    | )
|Net loss                               | -            |   |   | -          |   |   | -               |  |   | -             |   |   | -            |   |   | (1,179,396     | ) |   | (1,179,396 | )
|Balance, December 31, 2002             | 30,150,000   |   |   | 30,150     |   |   | 1,337,126       |  |   | (69,808       | ) |   | -            |   |   | (2,209,752     | ) |   | (912,284   | )
|Debt exchanged for common stock        | 24,000,000   |   |   | 24,000     |   |   | 1,176,000       |  |   | -             |   |   | -            |   |   | -              |   |   | 1,200,000  |  
|Deferred compensation                  | -            |   |   | -          |   |   | 12,583          |  |   | -             |   |   | (12,583      | ) |   | -              |   |   | -          |  
|Amortization of deferred               |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|compensation                           | -            |   |   | -          |   |   | -               |  |   | -             |   |   | 10,387       |   |   | -              |   |   | 10,387     |  
|Effect of foreign currency translation | -            |   |   | -          |   |   | -               |  |   | (50,755       | ) |   | -            |   |   | -              |   |   | (50,755    | )
|Net loss                               | -            |   |   | -          |   |   | -               |  |   | -             |   |   | -            |   |   | (1,233,117     | ) |   | (1,233,117 | )
|Balance, December 31, 2003             | 54,150,000   |   |   | 54,150     |   |   | 2,525,709       |  |   | (120,563      | ) |   | (2,196       | ) |   | (3,442,869     | ) |   | (985,769   | )
|Amortization of deferred               |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|compensation                           | -            |   |   | -          |   |   | -               |  |   | -             |   |   | 2,196        |   |   | -              |   |   | 2,196      |  
|Effect of foreign currency translation | -            |   |   | -          |   |   | -               |  |   | (109,982      | ) |   | -            |   |   | -              |   |   |            |  
|Net loss                               |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   | (590,462       | ) |   |            |  
|Net comprehensive loss                 | -            |   |   | -          |   |   | -               |  |   | -             |   |   | -            |   |   |                |   |   | (700,444   | )
|Balance, December 31, 2004             | 54,150,000   |   |   | 54,150     |   |   | 2,525,709       |  |   | (230,545      | ) |   | -            |   |   | (4,033,331     | ) |   | (1,684,017 | )
|Issuance of stock options for          |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|500,000 shares of common stock         |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|to two officers                        | -            |   |   | -          |   |   | 453,933         |  |   | -             |   |   | -            |   |   | -              |   |   | 453,933    |  
|Issuance of stock options for          |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|250,000 shares of common stock         |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|in satisfaction of debt                | -            |   |   | -          |   |   | 300,000         |  |   | -             |   |   | -            |   |   | -              |   |   | 300,000    |  
|Return and cancellation of             |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|41,500,000 shares of common            |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   |                |   |   |            |  
|stock                                  | (41,500,000  | ) |   | (41,500    | ) |   | 41,500          |  |   | -             |   |   | -            |   |   | -              |   |   | -          |  
|Effect of foreign currency translation | -            |   |   | -          |   |   | -               |  |   | 24,148        |   |   |              |   |   |                |   |   |            |  
|Net loss                               |              |   |   |            |   |   |                 |  |   |               |   |   |              |   |   | (482,351       | ) |   |            |  
|Net comprehensive loss                 | -            |   |   | -          |   |   | -               |  |   | -             |   |   | -            |   |   |                |   |   | (458,203   | )
|Balance, March 31, 2005                | 12,650,000   |   | $ | 12,650     |   | $ | 3,321,142       |  | $ | (206,397      | ) | $ | -            |   | $ | (4,515,682     | ) | $ | (1,388,287 | )

See Accompanying Notes to Financial Statements
  F-3

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PHAGE GENOMICS, INC.
  (A DEVELOPMENT STAGE COMPANY)
  STATEMENTS OF CASH FLOWS
  FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
  (UNAUDITED)

|                                                                    |   | For
        the Three Months Ended |  
|------------------------------------------------------------------- | - | ---------------------------------- | -
|                                                                    |   | March
        31, 2005             |  
|                                                                    |   |                                    |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                |   |                                    |  
|Net loss                                                            | $ | (482,351                           | )
|Adjustments to reconcile loss from operating                        |   |                                    |  
|to net cash used in operating
      activities:                     |   |                                    |  
|Depreciation                                                        |   | -                                  |  
|Stock based expenses                                                |   | 453,933                            |  
|Write-off
      of fixed assets                                     |   | 1,349                              |  
|Changes in operating assets
      and liabilities:                  |   |                                    |  
|Other current
      assets                                          |   | -                                  |  
|Accounts payable and accrued liabilities                            |   | -                                  |  
|                                                                    |   |                                    |  
|Net cash used in operating activities                               |   | (27,069                            | )
|                                                                    |   |                                    |  
|CASH FLOW FROM INVESTING ACTIVITIES                                 |   |                                    |  
|Cash outlay for deposit on mineral property claims                  |   | (19,572                            | )
|Cash paid for intangible assets                                     |   | -                                  |  
|                                                                    |   |                                    |  
|Net cash used in investing
      activities                         |   | (19,572                            | )
|                                                                    |   |                                    |  
|CASH FLOW FROM FINANCING ACTIVITIES                                 |   |                                    |  
|Proceeds from borrowings from related party                         |   | -                                  |  
|Proceeds from borrowings on
      loan payable                      |   | 100,000                            |  
|                                                                    |   |                                    |  
|Net cash provided by financing
      activities                     |   | 100,000                            |  
|                                                                    |   |                                    |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
      ON CASH              |   | -                                  |  
|                                                                    |   |                                    |  
|NET CHANGE IN CASH                                                  |   | 53,359                             |  
|                                                                    |   |                                    |  
|CASH AT BEGINNING OF YEAR                                           |   | 295                                |  
|                                                                    |   |                                    |  
|CASH AT END OF PERIOD                                               | $ | 53,654                             |  
|                                                                    |   |                                    |  
|SUPPLEMENTAL INFORMATION                                            |   |                                    |  
|                                                                    |   |                                    |  
|Interest Paid                                                       | $ | -                                  |  
|Income Taxes Paid                                                   | $ | -                                  |  
|                                                                    |   |                                    |  
|Non-cash financing activities:                                      |   |                                    |  
|Stock options for common stock issued in satisfaction
      of debt | $ | 300,000                            |  

See Accompanying Notes to Financial Statements
  F-4

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PHAGE GENOMICS, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS
  (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been
  prepared in accordance with Securities and Exchange Commission requirements
  for interim financial statements. Therefore, they do not include all of the
  information and footnotes required by accounting principles generally accepted
  in the United States for complete financial statements. The financial statements
  should be read in conjunction with the Form 10-KSB for the year ended December
  31, 2004 of Phage Genomics, Inc. (the "Company").

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

The interim financial information is unaudited. In the opinion
  of management, all adjustments necessary to present fairly the financial position
  as of March 31, 2005 and the results of operations and cash flows presented
  herein have been included in the financial statements. Interim results are not
  necessarily indicative of results of operations for the full year.

The preparation of financial statements in conformity with
  accounting principles generally accepted in the United States requires management
  to make estimates and assumptions that affect the reported amounts of assets
  and liabilities and disclosure of contingent assets and liabilities at the date
  of the financial statements and the reported amounts of revenues and expenses
  during the reporting period. Actual results could differ from those estimates.

2. GOING CONCERN

Going concern – The Company incurred cumulative
  net losses of approximately $4,516,000 from operations as of March 31, 2005
  and has not commenced its mining operations, rather, still in the development
  stage, raising substantial doubt about the Company’s ability to continue
  as a going concern. The Company will seek additional sources of capital through
  the issuance of debt or equity financing, but there can be no assurance the
  Company will be successful in accomplishing its objectives.

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

3. LOAN PAYABLE

As of March 31, 2005, loan payable totaling $100,000 consists
  of borrowings from an unrelated party which is unsecured, due on demand and
  bears no interest.

F-5

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PHAGE GENOMICS, INC(A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(UNAUDITED)

4. STOCKHOLDER’S DEFICIT

During the three months ended March 31, 2005, the Company’s
  stockholders’ activities consisted of the following:

> (a) On February 10, 2005, the Company issued an irrevocable stock option
>     to purchase 250,000 shares of the Company at $0.50 per share expiring
>     on February 10, 2010 to settle the convertible debt balance of $300,000.
>   (b) On February 10, 2005, the Company granted two directors an irrevocable
>     stock option to purchase 250,000 shares each of the Company at $0.50 per
>     share expiring two years after the director resigns from the Company. The
>     fair value under the Black-Scholes option pricing model totaled $453,933
>     which was recorded as an expense as of March 31, 2005.
>   (c) On February 11, 2005, 41,500,000 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.

F-6

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

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking
  statements. These forward-looking statements involve risks and uncertainties,
  including statements regarding our capital needs, business strategy and expectations.
  Any statements contained herein that are not statements of historical facts
  may be deemed to be forward-looking statements. In some cases, you can identify
  forward-looking statements by terminology such as “may”, “will”,
  “should”, “expect”, “plan”, “intend”,
  “anticipate”, “believe”, estimate”, “predict”,
  “potential” or “continue”, the negative of such terms
  or other comparable terminology. Actual events or results may differ materially.
  In evaluating these statements, you should consider various factors, including
  the risks discussed below, and, from time to time, in other reports we file
  with the United States Securities and Exchange Commission (the “SEC”),
  including our Annual Report on Form 10-KSB for the year ended December 31, 2004.

OVERVIEW

In February, 2005 we announced the reorganization of Phage
  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". The board believes that
  the new name will more accurately reflect our current business activities and
  promote public recognition of our new business focus. The name change is subject
  to stockholder approval and the completion of all required legal filings.

Our plan of operations is to conduct mineral exploration activities
  on the Searchlight Claims in order to assess whether they possess mineral reserves.
  The agreements pursuant to which we acquired our interests in the Searchlight
  Claims provide that we must make a series of cash payments over certain time
  periods, expend certain minimum amounts on the exploration of the properties
  or contribute our share of ongoing expenditures. If we fail to make such payments
  or expenditures in a timely fashion, we may lose our interest in those properties.
  We are in the development stage of our business and have not earned any revenues
  to date. We presently do not own any mineral claims and do not anticipate earning
  revenues until such time as we enter into commercial production of mineral properties
  we acquire. We can provide no assurance that we will discover mineral reserves
  on any properties we acquire.

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 Phage, K. Ian Matheson, our sole officer and director,
      Searchlight Minerals, Inc., 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 Phage, K. Ian Matheson, Searchlight Minerals,
      Inc., 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 Phage, K. Ian Matheson, Searchlight Minerals,
      Inc., Beardog Mines Inc. to acquire an interest in the Rio Raga 304 mineral
      claim;                                                                                                                                                         
|
| | 4. | Option Agreement among Phage, K. Ian Matheson, Searchlight Minerals,
      Inc., Goldhunter Inc. to acquire an interest in the Rio Raga 305 mineral
      claim;                                                                                                                                                            

3

---

| | 5. | Option Agreement among Phage, K. Ian Matheson, Searchlight
        Minerals, Inc., 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 Phage, K. Ian Matheson, Searchlight
        Minerals, Inc., Britti Gold Inc. to acquire an interest in the Rio Raga
        308 mineral claim;                                                                                               
|
| | 7. | Option Agreement among Phage, K. Ian Matheson, Searchlight
        Minerals, Inc., 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 Phage, K. Ian Matheson, Searchlight
        Minerals, Inc., 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 Phage, 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 Phage; (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 Phage to each Claim Owner, all of the Claim Owner’s
  rights and interests in the Searchlight Claims will be vested in Phage, (iv)
  the appointment of K. Ian Matheson as director and officer of Phage to proceed
  with a restructuring of the business of Phage; and (v) during the term of the
  agreement, to allow Phage 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, Phage 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 Phage under the Securities Act of 1933; (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.        

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 Phage 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”, our directors and executive
  officers deemed it reasonable and in the best interest of Phage 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 our
  stockholders of entering into the transaction.

4

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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 Phage and the development of assaying and testing procedures for the Searchlight
  Claims. As we have not yet completed our corporate restructuring, we are presently
  negotiating with the Claim Owners for an extension of the Restructuring Date
  under the Option Agreements to June 30, 2005. If we are not successful in negotiating
  an extension to the Restructuring Date under the Option Agreements we may lose
  our interest in the Searchlight Claims.

Location and Access

The Searchlight Claims, which we refer to as the “Searchlight
  Project”, consist of a 3,200 acre property located about 50 miles south
  of Las Vegas and 2 miles south of Searchlight, Nevada. Access is by vehicle
  from Highway 95. The Searchlight Project is made up of 20 contiguous 160 acre
  mining claims.

Property Geology

The Searchlight Project is located over a north-south basin
  of alluvial fill at the contact between Miocene Searchlight quartz monzonites
  and Miocene mafic/felsic volcanics. Outcrops of basement Precambrian gneiss
  in the area, indicates that considerable uplift has occurred. Interpretation
  of the historic geologic data indicates that a major east-west Fracture Zone,
  some six miles wide, cross-cuts the basin fill underlying the Searchlight Project
  area.

Reclamation Permit

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

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

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

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

| | • | 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;  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                       
| | • | 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;
| |   |                                                                                                                                                                                                       
| | • | The payment of the annual reclamation fees to the
        BMRR by April 15 of each year;                                                                                                              

5

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| | • | The submission of a report by the operator of the
        property by April 15 of each year, detailing the status and production
        of the operation and identifying each acre of land affected and reclaimed
        by the operation; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                 
| | • | 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.

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 $27,528.86
  for Phase I and $153,031.22 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 our 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 recorded a net loss before income taxes of $482,351 and
  $150,344 for the three month periods ended March 31, 2005 and March 31, 2004
  respectively, and have an accumulated deficit of $4,485,533 as at March 31,
  2005. We are presently reliant on the financial support of Mr. K. Ian Matheson,
  our sole officer 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, we anticipate that our minimum cash requirements
  to fund our proposed exploration program and our continued operations will be
  $900,000. This is to cover costs staff and all expenses necessary to continue
  the exploration costs for the Searchlight Project. We are also presently staking
  additional mineral claims located near the area of the Searchlight Claims.

In order to meet the foregoing cash requirements, we will
  have to sell securities to, or obtain a loan from, potential investors in Phage.
  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.

Financing Requirements

From inception to March 31, 2005, we have suffered recurring
  losses in the amount of $4,485,533 and net cash outflows from operations. We
  expect to continue to incur substantial losses until we complete the development
  of our business.

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.

In April, 2005, our board of directors approved an offering
  to U.S. and Canadian accredited investors of up to 4,000,000 units at a price
  of $0.50 per unit for total proceeds of $2,000.000. Proceeds of the
  offering are intended to fund our plan of development of the Searchlight Project.
  There is no assurance that the offering or any part of it will be completed.

6

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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.

Risk Factors

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 $4,485,533. Our ability to achieve
  and maintain profitability and positive cash flow is dependent upon

| | - | our ability to locate a profitable mineral property
| | - | ---------------------------------------------------
| |   |                                                    
| | - | 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 March 31, 2005, we had cash in the amount of $53,654. We currently
  do not have any operations and we have no income. Our plan of operations calls
  for significant expenses in connection with the exploration of the Searchlight
  Claims. Obtaining additional financing would be subject to a number of factors,
  including the market prices for the mineral property and gold. These factors
  may make the timing, amount, terms or conditions of additional financing unavailable
  to us.

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

We have just begun the initial stages of exploration of our
  mineral claim, 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.

7

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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, jewellery
        and investment uses;                                                                                                     
|   
|(e) | High supply of gold from production, disinvestment,
        scrap and hedging;                                                                                                    
|   
|(f) | Sales by gold producers and foreign transactions
        and other hedging transactions; and                                                                                      
|   
|(g) | Devaluing local currencies (relative to gold price
        in US dollars) leading to lower production costs and higher production
        in certain major gold producing regions.

8

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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.

ITEM 3.                     CONTROLS
  AND PROCEDURES

|(A) | Evaluation Of Disclosure Controls And Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | As of the end of the period covered by this report,
        we carried out an evaluation, under the supervision and with the participation
        of our Principal Executive Officer and Principal Financial Officer, of
        the effectiveness of the design and operation of our disclosure controls
        and procedures. Our disclosure controls and procedures are designed to
        provide a reasonable level of assurance of achieving our disclosure control
        objectives. Our Principal Executive Officer and Principal Accounting Officer
        have concluded that our disclosure controls and procedures are, in fact,
        effective at this reasonable assurance level as of the period covered.

9

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|(B) | Changes In Internal Controls Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | In connection with the evaluation of our internal
        controls during our last fiscal quarter, our Principal Executive Officer
        and Principal Financial Officer have determined that there are no changes
        to our internal controls over financial reporting that has materially
        affected, or is reasonably likely to materially effect, our internal controls
        over financial reporting.

10

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PART II - OTHER INFORMATION

ITEM 1.                     LEGAL
  PROCEEDINGS

None.

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

During the three months ended March 31, 2005, we completed
  the sales of the following securities that were not registered pursuant to the
  Securities Act of 1933 (the "Securities Act"):

| | 1. | On February 14, 2005, we approved the issuance of
        100,000 restricted shares of our common stock to Rock Management Ltd.
        (the “Consultant”) for consulting services provided to us
        in January, 2002. The Consultant has represented to us that they are a
        non-US person as defined in Regulation S of the Securities Act. All securities
        to be issued to the Consultant will be endorsed with a restrictive legend
        in accordance with Regulation S of the Securities Act.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 3.                     DEFAULTS
  UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.                     OTHER
  INFORMATION

None.

11

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

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

|Exhibit |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                       
|        |                                                                                              
|3.1     | Articles of Incorporation of L.C.M. Equity, Inc.(1)                                          
|        |                                                                                              
|3.2     | Bylaws of L.C.M. Equity, Inc.(1)                                                             
|        |                                                                                              
|3.3     | Articles of Incorporation of Uscribble.(1)                                                   
|        |                                                                                              
|3.4     | Amended Articles of Incorporation.(3)                                                        
|        |                                                                                              
|3.5     | Amended Articles of Incorporation.(6)                                                        
|        |                                                                                              
|4.1     | Specimen Stock Certificate.(1)                                                               
|        |                                                                                              
|10.1    | Acquisition Agreement.(2)                                                                    
|        |                                                                                              
|10.2    | 2002 Nonqualified Stock Option Plan.(4)                                                      
|        |                                                                                              
|10.3    | 2003 Nonqualified Stock Option Plan.(5)                                                      
|        |                                                                                              
|10.4    | Letter Agreement between 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)    
|        |                                                                                              
|14.1    | Code of Ethics.(7)                                                                           
|        |                                                                                              
|99.1    | Lease – Kings Road.(3)                                                                       
|        |                                                                                              
|99.2    | Lease – Porton Down.(3)                                                                      
|        |                                                                                              
|99.3    | Audit Committee Charter.(7)                                                                  
|        |                                                                                              
|99.4    | Disclosure Committee Charter.(7)                                                             

12

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|31.1 | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                       
|32.1 | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.

|(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.                 

REPORTS ON FORM 8-K

We did not file any reports on Form 8-K during the fiscal
  quarter ended March 31, 2005. Since March 31, 2005 we have filed the following
  reports on Form 8-K:

|Date of SEC filing of Form 8-K | Description of the Form 8-K                                                                     
|------------------------------ | ------------------------------------------------------------------------------------------------
|May 19, 2005                   | Disclosure of appointment of Kyle L. Tingle, CPA, LLC as Phage’s
      new independent auditors.

13

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SIGNATURES

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

| | PHAGE GENOMICS, INC.
| | --------------------
| |                     
| |                     
| |                     
| | By:                 
| |                     
| |                     
| |                     
| |                     
| |                     
| |                     

14

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