---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, DC
20549

FORM 10-QSB

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

For the quarterly period ended September 30,
2005

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

For the transition period ______________
to ______________

COMMISSION FILE NUMBER 000-30995

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

|NEVADA                                           | 98-0232244                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|                                                 |                                     
|#120 - 2441 W. Horizon Ridge Pkwy                |                                     
|Henderson, NV                                    | 89052                               
|(Address of principal executive offices)         | (Zip
      Code)                    
|                                                 |                                     
|                                                 |                                     
|(702) 939-5247                                   |                                     
|Issuer's telephone number                        |                                     

N/AFormer name, former address and former
fiscal year, if changed since last report

Check whether the issuer: (1) filed all reports required to be
  filed by Section 13 or 15(d) of the 
  Exchange Act during the past 12 months (or for such shorter period that the
  registrant was required 
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.Yes xNo  ̈

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
November 18, 2005, the Issuer had 52,150,000 shares of common stock
outstanding.

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

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PART I - FINANCIAL INFORMATION

ITEM
1.           FINANCIAL
STATEMENTS.

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

As used in this Quarterly Report on Form 10-QSB, the terms
"we", "us", "our", Searchlight and our company mean Searchlight Minerals
Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report
are in U.S. dollars unless otherwise stated.

2

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SEARCHLIGHT MINERALS CORP.
  (A DEVELOPMENT STAGE COMPANY) 
  BALANCE SHEET
  SEPTEMBER 30, 2005 
  (UNAUDITED)

|ASSETS                                                     |  
|---------------------------------------------------------- | -
|                                                           |  
|Current assets                                             |  
|Cash                                                       | $
|Total current
      assets                                 |  
|                                                           |  
|Property and equipment, net                                |  
|Mining concessions                                         |  
|Deposits                                                   |  
|                                                           |  
|Total assets                                               | $
|                                                           |  
|                                                           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                       |  
|                                                           |  
|Current liabilities                                        |  
|Accounts payable                                           | $
|Loan payable - related party                               |  
|Total current
      liabilities                            |  
|                                                           |  
|Total liabilities                                          |  
|                                                           |  
|Commitments and contingencies                              |  
|                                                           |  
|Stockholders' equity                                       |  
|Common stock, $0.001 par value; 400,000,000 shares         |  
|authorized,
      52,150,000 shares issued and outstanding |  
|Additional paid-in capital                                 |  
|Common stock subscribed                                    |  
|Accumulated other comprehensive loss                       |  
|Accumulated deficit during development
      stage         |  
|Total stockholders' equity                                 |  
|                                                           |  
|Total liabilities and stockholders' equity                 | $

See Accompanying Notes to Financial Statements 
  F-1

---

SEARCHLIGHT MINERALS CORP.
  (A DEVELOPMENT STAGE COMPANY) 
  STATEMENTS OF OPERATIONS
  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004 
  (UNAUDITED)

For the period fromJanuary 14, 2000(Date of Inception)For the Three Months Ended
      
      
      For the Nine Months Ended
      
      
      ThroughSeptember 30, 2005
      
      
      September 30, 2004
      
      
      September 30, 2005
      
      
      September 30, 2004
      
      
      September 30, 2005Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Operating expensesResearch and development
      
      -
      
      
      -
      
      
      -
      
      
      186,877
      
      
      1,900,095Mining exploration expenses
      
      275,563
      
      
      -
      
      
      338,453
      
      
      
      
      
      337,913General and administrative
      
      163,575
      
      
      12,342
      
      
      245,377
      
      
      54,675
      
      
      1,835,737Stock based compensation
      
      -
      
      
      -
      
      
      435,933
      
      
      2,196
      
      
      466,516Depreciation
      
      139
      
      
      3,021
      
      
      139
      
      
      11,993
      
      
      235,313Impairment loss on intangible assets
      
      -
      
      
      -
      
      
      -
      
      
      20,002
      
      
      173,234Impairment loss on property and equipment
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      86,683Total operating expenses
      
      439,277
      
      
      15,363
      
      
      1,019,902
      
      
      275,743
      
      
      5,035,491Loss from operations
      
      (439,277
      )
      
      (15,363
      )
      
      (1,019,902
      )
      
      (275,743
      )
      
      (5,035,491
      )Other income (expense):Other income
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      282,142Gain on Settlement
      
      45,997
      
      
      -
      
      
      45,997
      
      
      
      
      
      45,997Interest expense, net
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (300,000
      )Total other income (expense)
      
      45,997
      
      
      -
      
      
      45,997
      
      
      -
      
      
      28,139Loss from operations before provision for
        income taxes
      
      (393,280
      )
      
      (15,363
      )
      
      (973,905
      )
      
      (275,743
      )
      
      (5,007,352
      )Provision for income taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      12,837Net loss
      
      (393,280
      )
      
      (15,363
      )
      
      (973,905
      )
      
      (275,743
      )
      
      (4,994,515
      )Loss per common share - basic and diluted:Net loss
      $
      (0.01
      )
      $
      (0.00
      )
      $
      (0.02
      )
      $
      (0.00
      )Weighted average common shares outstanding -Basic and diluted
      
      52,150,000
      
      
      108,300,000
      
      
      50,314,432
      
      
      108,300,000


See Accompanying Notes to Financial Statements 
  F-2

---

SEARCHLIGHT MINERALS CORP. 
  (A DEVELOPMENT STAGE COMPANY) 
  STATEMENT OF STOCKHOLDERS' EQUITY
  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 
  (UNAUDITED)

Accumulated
      
      
      
      
      
      
      
      
      AccumulatedOther
      
      
      
      
      
      
      
      
      Deficit During
      
      
      TotalCommon Stock
      
      
      Additional
      
      
      Comprehensive
      
      
      Common Stock
      
      
      Deferred
      
      
      Development
      
      
      Stockholders'Shares
      
      
      Amount
      
      
      Paid-in Capital
      
      
      Income (Loss)
      
      
      Subscribed
      
      
      Compensation
      
      
      Stage
      
      
      EquityBalance, January 14, 2000
      
      -
      
      $
      -
      
      $
      -
      
      
      
      
      
      
      
      
      
      
      $
      -
      
      $
      -Issuance of common stock(recapitalized)
      
      50,000,000
      
      
      50,000
      
      
      (25,000
      )
      
      
      
      
      
      
      
      
      
      
      (24,999
      )
      
      1Effect of foreign currency translation
      
      0
      
      
      -
      
      
      -
      
      
      3,059
      
      
      -
      
      
      -
      
      
      -
      
      
      3,059Net loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (235,028
      )
      
      (235,028
      )Balance, December 31, 2000
      
      50,000,000
      
      
      50,000
      
      
      (25,000
      )
      
      3,059
      
      
      -
      
      
      -
      
      
      (260,027
      )
      
      (231,968
      )Issuance of common stock inreverse merger
      
      10,300,000
      
      
      10,300
      
      
      (5,150
      )
      
      
      
      
      
      
      
      
      
      
      (5,150
      )
      
      -Effect of foreign currency translation
      
      0
      
      
      -
      
      
      -
      
      
      (2,619
      )
      
      -
      
      
      -
      
      
      -
      
      
      (2,619
      )Net loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (765,179
      )
      
      (765,179
      )Balance, December 31, 2001
      
      60,300,000
      
      
      60,300
      
      
      (30,150
      )
      
      440
      
      
      -
      
      
      -
      
      
      (1,030,356
      )
      
      (999,766
      )Capital contribution
      
      -
      
      
      -
      
      
      1,037,126
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,037,126Beneficial conversion featureassociated with debt
      
      -
      
      
      -
      
      
      300,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      300,000Effect of foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      (70,248
      )
      
      -
      
      
      -
      
      
      -
      
      
      (70,248
      )Net loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,179,396
      )
      
      (1,179,396
      )Balance, December 31, 2002
      
      60,300,000
      
      
      60,300
      
      
      1,306,976
      
      
      (69,808
      )
      
      -
      
      
      -
      
      
      (2,209,752
      )
      
      (912,284
      )Debt exchanged for common stock
      
      48,000,000
      
      
      48,000
      
      
      1,152,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,200,000Deferred compensation
      
      -
      
      
      -
      
      
      12,583
      
      
      -
      
      
      (12,583
      )
      
      (12,583
      )
      
      -
      
      
      (12,583
      )Amortization of deferredcompensation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      10,387
      
      
      10,387
      
      
      -
      
      
      20,774Effect of foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      (50,755
      )
      
      -
      
      
      -
      
      
      -
      
      
      (50,755
      )Net loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,233,117
      )
      
      (1,233,117
      )Balance, December 31, 2003
      
      108,300,000
      
      
      108,300
      
      
      2,471,559
      
      
      (120,563
      )
      
      (2,196
      )
      
      (2,196
      )
      
      (3,442,869
      )
      
      (987,965
      )Amortization of deferredcompensation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      2,196
      
      
      2,196
      
      
      -
      
      
      4,392Effect of foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      (109,982
      )
      
      -
      
      
      -
      
      
      -Net loss
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (590,462
      )Net comprehensive loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      
      
      
      (700,444
      )Balance, December 31, 2004
      
      108,300,000
      
      
      108,300
      
      
      2,471,559
      
      
      (230,545
      )
      
      -
      
      
      -
      
      
      (4,033,331
      )
      
      (1,684,017
      )Issuance of stock options for500,000 shares of common stockto two officers
      
      -
      
      
      -
      
      
      453,933
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      453,933Issuance of stock options for500,000 shares of common stockin satisfaction of debt
      
      -
      
      
      -
      
      
      300,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      300,000Return and cancellation of70,000,000 shares of commonstock
      
      (70,000,000
      )
      
      (70,000
      )
      
      70,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Issuance of common stockfor 20 mining concessions
      
      1,400,000
      
      
      1,400
      
      
      38,600
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      40,000Issurance of common stockin satisfaction of debt, $0.36 per share
      
      200,000
      
      
      200
      
      
      71,800
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      72,000


See Accompanying Notes to Financial Statements 
  F-3

---

SEARCHLIGHT MINERALS CORP. 
  (A DEVELOPMENT STAGE COMPANY) 
  STATEMENT OF STOCKHOLDERS' EQUITY
  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 
  (UNAUDITED)

Issuance of common stock for cash,Reg. S - Private Placement,$0.25 per share, net of$222,040 commissions and legal fees
      
      6,390,000
      
      
      6,390
      
      
      1,369,070
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,375,460Issuance of common stock for cash,Reg. S - Private Placement,$0.25 per share, net of$149,653 commission and legal fees
      
      5,400,000
      
      
      5,400
      
      
      1,194,947
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,200,347Issuance of common stock for cash,Reg. D 506 - Private Placement,$0.25 per share
      
      460,000
      
      
      460
      
      
      114,540
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      115,000Common stock subscribed
      
      
      
      
      
      
      
      
      
      
      
      
      
      15,000
      
      
      
      
      
      
      
      
      15,000Effect of foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      98,546
      
      
      -
      
      
      -
      
      
      -Net loss
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (973,905
      )Net comprehensive loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (875,359
      )Balance, September 30, 2005
      
      52,150,000
      
      $
      52,150
      
      $
      6,084,449
      
      $
      (131,999
      )
      $
      15,000
      
      $
      -
      
      $
      (5,007,236
      )
      $
      1,012,364


See Accompanying Notes to Financial Statements 
  F-4

---



SEARCHLIGHT MINERALS CORP. 
  (A DEVELOPMENT STAGE COMPANY) 
  STATEMENTS OF CASH FLOWS
  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 
  (UNAUDITED)

|                                                                               |   | For the Nine Months Ended |  
|------------------------------------------------------------------------------ | - | ------------------------- | -
|                                                                               |   | September 30, 2005        |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |   |                           |  
|Net loss                                                                       | $ | (973,905                  | )
|Adjustments to reconcile loss
      from operating                             |   |                           |  
|to net cash used in operating activities:                                      |   |                           |  
|Depreciation                                                                   |   | 139                       |  
|Stock based
      expenses                                                     |   | 422,490                   |  
|Impairment Loss                                                                |   |                           |  
|Gain on settlement                                                             |   | (45,997                   | )
|Write-off of fixed assets                                                      |   | 1,349                     |  
|Changes in operating assets and liabilities:                                   |   |                           |  
|Other current assets                                                           |   | (180,500                  | )
|Accounts payable
      and accrued liabilities                                 |   | 205,259                   |  
|                                                                               |   |                           |  
|Net cash used in operating activities                                          |   | (571,165                  | )
|                                                                               |   |                           |  
|CASH FLOW FROM INVESTING ACTIVITIES                                            |   |                           |  
|Cash paid on mineral property
      claims                                     |   | (777,134                  | )
|Cash paid for intangible assets                                                |   | -                         |  
|Purchase of fixed assets                                                       |   | (16,085                   | )
|Net cash used in investing activities                                          |   | (793,219                  | )
|                                                                               |   |                           |  
|CASH FLOW FROM FINANCING ACTIVITIES                                            |   |                           |  
|Proceeds from stock issuance                                                   |   | 2,722,250                 |  
|Proceeds from borrowings from related party                                    |   | -                         |  
|Proceeds from subscribed stock                                                 |   | 15,000                    |  
|                                                                               |   |                           |  
|Net cash provided by financing
      activities                                |   | 2,737,250                 |  
|                                                                               |   |                           |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON
      CASH                         |   | -                         |  
|                                                                               |   |                           |  
|NET CHANGE IN CASH                                                             |   | 1,372,866                 |  
|                                                                               |   |                           |  
|CASH AT BEGINNING OF YEAR                                                      |   | 295                       |  
|                                                                               |   |                           |  
|CASH AT END OF PERIOD                                                          | $ | 1,373,161                 |  
|                                                                               |   |                           |  
|                                                                               |   |                           |  
|SUPPLEMENTAL INFORMATION                                                       |   |                           |  
|                                                                               |   |                           |  
|Interest Paid                                                                  | $ | -                         |  
|Income Taxes Paid                                                              | $ | -                         |  
|                                                                               |   |                           |  
|Non-cash financing activities:                                                 |   |                           |  
|Stock options for common stock issued in satisfaction
      of debt            | $ | 300,000                   |  
|                                                                               |   |                           |  
|Stock issued for conversion of accounts payable,
      100,000 shares at $0.72 | $ | 72,000                    |  

See Accompanying Notes to Financial Statements 
  F-5

---

SEARCHLIGHT MINERALS CORP. 
  (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 September 30, 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 $5,007,000 from operations as of September 30, 2005
  and has not commenced its mining operations, rather, still in the development
  stage, raising substantial doubt about the Companys ability to continue
  as a going concern. The Company will seek additional sources of capital through
  the issuance of debt or equity financing, but there can be no assurance the
  Company will be successful in accomplishing its objectives.

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

F-6

---

SEARCHLIGHT MINERALS CORP. 
  (A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(UNAUDITED)

3. STOCKHOLDERS EQUITY

On September 30, 2005, the Company effectuated a two-for-one
  forward stock split on its common stock. As a result of the stock split, the
  Companys authorized number common stock increased from 200,000,000 shares
  to 400,000,000 shares. Accordingly, the accompanying financial statements have
  been adjusted on a retroactive basis for the forward stock split to the Companys
  date of inception.

During the six months ended September 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 500,000 shares (post stock split) of the Company
        at $0.25 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 500,000 shares (post stock split)
        each of the Company at $0.25 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
        September 30, 2005.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | c) | On February 11, 2005, 60,000,000 shares (post stock
        split) 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 July 6, 2005, the Company issued 200,000 shares (post
        stock split) of common stock at $0.36 per share for reduction of debt
        at $72,000.                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | f) | On July 7, 2005, the Company issued 1,400,000 shares
        (post stock split) of common stock for the purchase of 20 mineral concessions
        valued at $40,000.                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | g) | On August 31, 2005, the Company issued 12,780,000 shares
        (post stock split) of common stock for cash at $0.25 per share.                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | h) | On September 16, 2005, the Company issued 11,720,000
        shares (post stock split) of common stock for cash at $0.25 per share.                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | i) | On September 6, 2005, the Company issued 460,000 (post
        stock split) shares of common stock for cash at $0.25 per share.                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | j) | As of September 30, 2005, the Company had received 15,000
        for the purchase of stock that had not been issued and is included as
        common stock subscribed.                                                                                                                                                                                                                                                

F-7

---

SEARCHLIGHT MINERALS CORP. 
  (A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(UNAUDITED)

4. JOINT VENTURE AGREEMENT

On October 24, 2005, the Company completed the acquisition of
  all of Nanominerals Corp. (NMC) interest in a joint venture agreement
  (JV Agreement) dated May 20, 2005 between NMC and Verde River Iron
  Company, LLC (Verde). The JV Agreement will allow the processing
  and extraction of minerals from a copper smelter slag pile located on a parcel
  of land consisting of approximately 200 acres in Clarkdale, Arizona (Clarkdale
  Slag Project). The consideration for the acquisition of NMCs interest
  in the JV Agreement consisted of the following:

| | (i)   | Repayment to NMC of $690,000 is 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)  | Assignment to NMC of a five percent net smelter return
        royalty payable from the Companys share of production from the Clarkdale
        Slag Project;                                                                                        
| |       |                                                                                                                                                                                                                                                       
| | (iii) | Appointment of nominees of NMC to the Companys
        board of directors to constitute a majority of the board;                                                                                                                                     
| |       |                                                                                                                                                                                                                                                       
| | (iv)  | Issuance to NMC or its designates, warrants to purchase
        12,000,000 shares (post stock split) of the Companys common stock
        at exercise price of $0.375 per share exercisable for a term of 10 years;
        and                      
| |       |                                                                                                                                                                                                                                                       
| | (v)   | Providing confirmation to NMC, that the Company has
        received funds of $2,000,000 pursuant to its private placement offering
        of its securities to accredited investors in the U.S. and to accredited
        investors outside the U.S.

F-8

---

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

FORWARD LOOKING STATEMENTS

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

OVERVIEW

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

On October 24, 2005, we acquired a 50% 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). The slag contained
on the Clarkdale Slag Project site was produced as smelter rejects from prior
processing of copper ores. Subject to implementing a drilling and sampling
program that indicate that the project is feasible, we intend to re-process the
slag pile using an extraction process developed using industry standard
metallurgy. We acquired our interest in the Clarkdale Slag Project pursuant to
an assignment agreement with Nanominerals Corp., a Nevada Corporation (NMC)
dated for reference June 1, 2005, as amended August 31, 2005 and October 24,
2005, pursuant to which NMC assigned all of its interest in the JV Agreement to
us. See Clarkdale Slag Project below.

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

3

---

Recent Developments

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

| | 1. | During the quarter ended September 30, 2005, metallurgical
        studies have been performed on the Clarkdale Project site. Drilling has
        begun on the slag pile and work on the drill hole samples is expected
        to commence by early 2006. We expect some preliminary results of the aforementioned
        samples by early 2006. Metallurgical studies have also been performed
        on the Searchlight Project site. Chain of Custody surface samples and
        bulk samples have been taken from the project area and analytical work
        on the samples has begun. We expect some preliminary results of the Searchlight
        Project samples in early 2006.                                                                                                                                                                                                                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 2. | On October 24, 2005, we entered into an amendment (the
        Amended Assignment Agreement) to the assignment agreement
        between us and NMC dated for reference June 1, 2005, as amended August
        31, 2005 (the Assignment Agreement), for the purpose of clarifying
        Searchlights obligation to pay NMC a royalty equal to 5% of the
        Net Smelter Returns (as defined in the Amended Assignment Agreement)
        resulting from the processing and extraction of minerals from a copper
        smelter slag located on a parcel of land consisting of approximately 200
        acres in Clarkdale, Arizona (the Clarkdale Slag Project).
        As at October 24, 2005, we fulfilled our obligations under the terms and
        conditions of the Assignment Agreement.                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 3. | In connection with the acquisition of our interest in
        the Clarkdale Slag Project and in accordance with the terms of the Assignment
        Agreement, we completed the following issuances of securities: (i) we
        issued to NMC a warrant to purchase 10,000,000 (post-split) shares of
        our common stock at an exercise price of $0.375 per share expiring June
        1, 2015, pursuant to Section 4(2) of the Securities Act of 1933; and (ii)
        we issued to NMCs designate, Clarion Finanz AG (Clarion),
        a warrant to purchase 2,000,000 (post-split) shares of our common stock
        at an exercise price of $0.375 per share expiring June 1, 2015, pursuant
        to Regulation S of the Securities Act of 1933. See Acquisition of
        Clarkdale Slag Project and Item 2. Unregistered sales of equity
        securities and use of proceeds, below.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 4. | Effective October 7, 2005, K. Ian Matheson resigned
        as the Chief Executive Officer, Chief Financial Officer, President, Secretary
        and Treasurer of Searchlight Minerals Corp. (the Company).
        Mr. Matheson continues to serve as a member of the Board of Directors.
        In place of Mr. Matheson, Ian R. McNeil, a member of Searchlights
        Board of Directors, was appointed as our Chief Executive Officer and President
        and Carl Ager, also a member of the our Board of Directors, was appointed
        as Chief Financial Officer, Secretary and Treasurer.                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 5. | Effective September 30, 2005, we completed a two-for-one
        split of our issued and outstanding common stock. As a result of the stock
        split, Searchlights authorized capital has increased from 200,000,000
        shares of common stock with a par value of $0.001 per share, of which
        26,075,000 shares were issued and outstanding, to 400,000,000 shares of
        common stock with a par value of $0.001 per share, of which 52,150,000
        were issued and outstanding as at September 30, 2005. As a result of the
        stock split, the symbol under which our shares trade on the OTC Bulletin
        Board had been changed from SLGT to SRCH, effective
        September 30, 2005.                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 6. | On September 6, 2005, we entered into lease agreement
        with Burnett & Williams, LLC, a Nevada limited liability company (“B&W”)
        for the lease of our head office located at 2441 W. horizon Ridge Parkway,
        Henderson NV 89052 at a rate of $3,100 per month. The lease is for a term
        of six months commencing September 15, 2005. The lease term is renewable
        at our option for a further six months on the same terms and conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                       

4

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| | 7. | Following the closing of the U.S. Private Placement,
        the European Private Placement and the Canadian Private Placement (each
        as defined below), we raised aggregate gross proceeds of $3.055 Million
        from three private placements. See Item 2. Unregistered sales of
        equity securities and use of proceeds, below.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                      
| | 8. | We posted a cash bond in the amount of $180,500 with the
      Nevada Bureau of Land Management, in accordance with the terms of our
      reclamation permit for the Searchlight project granted by the Nevada
      Bureau of Mining Regulation and Reclamation on April 22, 2005. See
      Reclamation Permit, below.                          

Acquisition of Clarkdale Slag Project

We entered into an assignment agreement with Nanominerals
Corp., a Nevada Corporation dated for reference June 1, 2005, as amended August
31, 2005 and October 24, 2005 pursuant to which NMC assigned all of its interest
in the JV Agreement to us. The JV Agreement was entered into for the purpose of
funding the processing of a copper smelter slag located on a parcel of land
consisting of approximately 200 acres in Clarkdale, Arizona.

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

| |  | (i)   | Repay NMC $690,000 in respect of certain payments made by
      NMC towards the acquisition of the Clarkdale Slag Project made pursuant to
      the terms of the JV Agreement.                                                                            
| |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                            
| |  | (ii)  | Assign NMC a five percent net smelter return royalty
      payable from Searchlights share of production from the Clarkdale Slag
      Project.                                                                                                           
| |  |       |                                                                                                                                                                                                                                                            
| |  | (iii) | Appoint sufficient nominees of NMC to Searchlights board
      of directors to constitute a majority of the board following execution of
      the Assignment Agreement.                                                                                  
| |  |       |                                                                                                                                                                                                                                                            
| |  | (iv)  | Issue to NMC, or its designate, 6,000,000 warrants to
      purchase shares of the common stock of Searchlight exercisable for a term
      of 10 years from the date of the Assignment Agreement at an exercise price
      of $0.75 per share.           
| |  |       |                                                                                                                                                                                                                                                            
| |  | (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.

On October 24, 2005, we entered into an amendment (the Amended
  Assignment Agreement) to the Assignment Agreement, for the purpose of
  clarifying Searchlights obligation to pay NMC a royalty equal to 5% of
  the Net Smelter Returns (as defined in the Amended Assignment Agreement) resulting
  from the processing and extraction of minerals from the Clarkdale Slag Project.
  As at October 24, 2005, we fulfilled our obligations under the terms and conditions
  of the Assignment Agreement.

Following our acquisition of NMCs interest in the Clarkdale
Slag Project we are presently proceeding with the joint venture with Verde.
Under the terms of the JV Agreement, we intend 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

5

---

commercial resale. Pursuant to the terms of the JV Agreement,
we are subject to the following, payments and conditions:

| |  | (i)   | We are required to fund all expenditures for Phase I of
      the work program and we must pay $3,000,000 into OPCOs account within 14
      days of the completion of Phase I. At the time we make the $3,000,000
      payment to Verde, Verde agrees to transfer all right to process the
      Clarkdale Slag Project slag pile to OPCO and grant us a license to use the
      project site for the project.
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (ii)  | after completion of a bankable feasibility study in Phase
      II, we are required to contribute $27,000,000 (Project Funding Payment)
      to OPCO within 90 days of receipt of the study.                                                                                                                                                                                                                   
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (iii) | Verde is not required to contribute any funds for project
      expenses.                                                                                                                                                                                                                                                                                                                                         
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (iv)  | 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 to us until it receives an amount equal
      to two times the amount of its total investment in the project.                                                                                                                        
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (v)   | a principal of Verde, will be paid an amount of
      $10,000,000 from the Project Funding Payment, the Initial Payment (as
      further defined in the JV Agreement) and net cash flow of the project
      before any money is distributed to Searchlight and Verde.                                                                                                                                           

Searchlight Option Agreements

On February 10, 2005, we entered into option agreements (the
Option Agreements) with the owners (collectively the Claim Owners) of the
Searchlight 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). 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.

6

---

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

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

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

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

Searchlight Project and Reclamation Permit

The intent of the Searchlight Project 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.

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 Acres


7

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Phase 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 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. We posted a cash bond in the amount of
$180,500 with the Nevada Bureau of Land Management (BLM), in accordance with
the terms of our reclamation permit for the Searchlight project granted by the
Nevada Bureau of Mining Regulation and Reclamation on April 22, 2005.

In accordance with the terms of our reclamation permit for the
Searchlight Project, metallurgical studies have been performed on the
Searchlight Project site. Chain of Custody surface samples and bulk samples have
been taken from the project area and analytical work on the samples has begun.
We expect some preliminary results of the Searchlight Project samples by early
2006.

PLAN OF OPERATION

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.

We have developed an exploration work program for the
Searchlight Project. We filed a surety bond in the amount of $27,528 for Phase I
and $153,031 for Phase II with the BLM, and have commenced the two phase
exploration program approved in connection with the reclamation permit received
by PPI. During the quarter ended September 30, 2005, metallurgical studies have
been performed on the Searchlight Project site. Chain of custody surface samples
and bulk samples have been taken from the project area and analytical work on
the samples has begun. We expect some preliminary results of the aforementioned
samples by early 2006. Also during the quarter, metallurgical studies have been
performed on the Clarkdale Project site and drilling has begun on the Slag Pile.
We expect some preliminary results of the samples by early 2006.

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

Administrative Expenses
    $200,000Legal and Accounting Expenses
    $100,000Consulting Services
    $100,000Clarkdale Slag ProjectProperty Payments
    $500,000Ore Reserve Study
    $500,000OPCO Payment/Feasibility Study
    $3,000,000


8

---

Total Clarkdale
      Slag Project
    $4,000,000Searchlight
      Gold ProjectSampling and
      Testing
    $100,000Drill Program
    $550,000Total
      Searchlight Gold Project
    $650,000TOTAL
    $5,050,000


We recorded a net loss before income taxes of $973,905 for the
nine months ended September 30, 2005 and have an accumulated deficit of
$5,007,236 as at September 30, 2005. As at September 30, 2005 we had cash
1,373,161 and for the next twelve months, management anticipates that the
minimum cash requirements to fund our proposed exploration program and our
continued operations will be $5,000,000. Accordingly we do not have sufficient
funds to meet our planned expenditures over the next twelve months and will need
to seek additional financing to meet our planned expenditures. See Future
Financings, below.

Revenue

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

Liquidity and Financial Condition

Working Capital

|                          |                        |                       | Percentage
|------------------------- | ---------------------- | --------------------- | ----------
|                          | At
      September 30, | At
      December 31, | Increase /
|                          | 2005                   | 2004                  | (Decrease)
|Current Assets            | $1,373,161             | $1,644                | 834%      
|Current
      Liabilities | $1,374,379             | $1,685,661            | (18.5)%   
|Working Capital (Deficit) | $1,218                 | $(1,684,017)          | (99)%     

9

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Cash Flows

|                                                     | Nine
      Months Ended | Nine
      Months Ended
|---------------------------------------------------- | ----------------------- | -----------------------
|                                                     | September 30, 2005      | September 30, 2004     
|Cash Flows from (used in) Operating Activities       | $(571,165)              | $(145,438)             
|Cash Flows from
      (used in) Investing Activities | $(793,219)              | $(4,538)               
|Cash Flows from (used in) Financing Activities       | $2,737,250              | $149,149               
|Net Increase (decrease) in Cash During Period        | $1,372,866              | $(5,718)               

The decreases in our working capital deficit from $1,684,017 as
at December 31, 2004 as compared to a working capital surplus of $1,218 as at
September 30, 2005 primarily due to the increase in cash flows from financing
activities of $2,737,250 from private placements of our securities completed
during the nine months ended September 30, 2005. The increases in our cash used
in operating activities during the nine months ended September 30, 2005 as
compared to the comparative period in 2004, are primarily a result of: (i) the
increase in our operating expenses which were primarily due to mining and
exploration expenses of $245,377 and increased stock based compensation expenses
of $435,933, and (ii) professional fees incurred in connection with preparing
materials for the private placements we completed during the period ended
September 30, 2005.

Future Financings

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

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.

10

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Cash and Cash Equivalents

Searchlight considers all investments with an original maturity
of three months or less to be a cash equivalent.

Property and Equipment

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

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 $5,007,236. 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

11

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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 sufficient to complete the
proposed exploration program of the Searchlight Claims and Clarkdale Project for
the next twelve months, however, our plan of operations calls for significant
expenses in connection with the exploration of the Searchlight Claims and
Clarkdale Project. We currently do not have any operations and we have no
income. Obtaining additional financing would be subject to a number of factors,
including the market prices for the mineral property and gold. These factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.

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

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

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

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

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

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of the Searchlight Claims, we will not be able to earn profits or
continue operations. There is no history upon which to base any assumption as to
the likelihood that we will prove

12

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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 gold 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.

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.

13

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

14

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PART II - OTHER INFORMATION

ITEM
1.           LEGAL
PROCEEDINGS.

None.

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

During the fiscal quarter ended September 30, 2005, we
completed the sales of the following securities that were not registered
pursuant to the Securities Act:

|1. | On October 24, 2005, in connection with the acquisition
      of Searchlights interest in the Clarkdale Slag Project and in accordance
      with the terms of the Assignment Agreement, Searchlight completed the
      following issuances of our securities: (i) we issued to NMC a warrant to
      purchase 10,000,000 shares of Searchlight common stock at an exercise
      price of $0.375 per share expiring June 1, 2015, pursuant to Section 4(2)
      of the Securities Act of 1933. The 10,000,000 shares of common stock are
      restricted shares as defined in the Securities Act. This issuance was made
      to NMC whose principals are sophisticated investors, and through its
      relationship with us was in a position of access to relevant and material
      information regarding our operations; and (ii) we issued to NMCs
      designate, Clarion Finanz AG (Clarion), of a warrant to purchase
      2,000,000 shares of Searchlights common stock at an exercise price of
      $0.375 per share expiring June 1, 2015, pursuant to Regulation S of the
      Securities Act of 1933. Clarion represented to Searchlight that they were
      a non-US person as defined in Regulation S. Searchlight did not engage in
      a distribution of these securities in the United States. The number of
      shares issuable on exercise of the warrants issued to NMC and Clarion have
      been adjusted from the number set out in the Assignment Agreement, as
      amended, to reflect Searchlights two for one stock split which was
      effected on September 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Effective September 2, 2005, Searchlight closed its
      brokered private placement of 3,195,000 units to raise aggregate gross
      proceeds of US$1,597,500 (the Canadian Private Placement). The Canadian
      Private Placement units were issued to accredited investors resident in
      Canada and pursuant to Regulation S (Regulation S) of the Securities Act
      of 1933 (the Securities Act). Each unit (a Unit) consisted of one
      share of the Searchlights common stock (a Share), one half of one share
      purchase warrant with each whole warrant entitling the subscriber to
      purchase one additional Share for a period of nine months from the closing
      of the Canadian Private Placement at an exercise price equal to US$1.25
      per Share, and one non-transferable warrant exercisable into one-tenth
      (1/10) of one Unit for no additional consideration if a Registration
      Statement on Form SB-2 registering the resale of the Units is not declared
      effective by the US Securities and Exchange Commission on or before the
      day that is four months and one day after the closing of the Canadian
      Private Placement. The securities were sold on a best efforts agency basis
      by Dominick & Dominick Securities Inc. (the "Agent"). In connection
      with the Canadian Private Placement, the Agent received a fee of
      US$205,250 and warrants to purchase 319,500 Units at a price of US$1.25
      per Unit for a period of nine months from the closing of the Canadian
      Private Placement. Each purchaser represented to Searchlight that they
      were a non-US person as defined in Regulation S. Searchlight did not
      engage in a distribution of this offering in the United States. Each
      purchaser represented their intention to acquire the securities for
      investment only and not with a view toward distribution. Appropriate
      legends were affixed to the stock certificate issued to each purchaser in
      accordance with Regulation S.

15

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|3. | Effective September 7, 2005, Searchlight closed a
      brokered private placement of 2,700,000 Units to raise aggregate gross
      proceeds of US$1,350,000 (the European Private Placement). The European
      Private Placement units were sold on a best efforts agency basis by
      Clarion Finanz AG (the European Agent) pursuant to Regulation S. The
      Units offered in the European Private Placement are identical to the Units
      in the Canadian Private Placement. In connection with the European Private
      Placement, the European Agent received a commission of US$135,000 and
      warrants to purchase 270,000 Units at a price of US$1.25 per Units for a
      period of nine months from the closing of the European Private Placement.
      Each purchaser represented to Searchlight that they were a non-US person
      as defined in Regulation S. Searchlight did not engage in a distribution
      of the European Private Placement in the United States. Each purchaser
      represented their intention to acquire the securities for investment only
      and not with a view toward distribution. Appropriate legends were affixed
      to the stock certificate issued to each purchaser in accordance with
      Regulation S.                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Effective September 6, 2005, Searchlight closed its
      private placement of 230,000 units to raise aggregate gross proceeds of
      US$115,000 (the U.S. Private Placement). The U.S. Private Placement
      units were issued to accredited investors resident in the United States
      pursuant to Regulation D of the Securities Act. Each unit (a Unit)
      consisted of one share of Searchlights common stock (a Share), one half
      of one share purchase warrant with each whole warrant entitling the
      subscriber to purchase one additional Share for a period of nine months
      from the closing of the U.S. Private Placement at an exercise price equal
      to US$1.25 per Share, and one non-transferable warrant exercisable into
      one-tenth (1/10) of one Unit for no additional consideration if a
      Registration Statement on Form SB-2 registering the resale of the Units is
      not declared effective by the US Securities and Exchange Commission on or
      before the day that is four months and one day after the closing of the
      U.S. Private Placement. The sales were completed pursuant to Rule 506 of
      Regulation D of the Securities Act. All securities issued were endorsed
      with a restrictive legend confirming that the securities cannot be resold
      without registration under the Securities Act or an applicable exemption
      from the registration requirements of the Securities Act.

Use of Proceeds

Following the closing of the U.S. Private Placement, the
European Private Placement and the Canadian Private Placement, we raised
aggregate gross proceeds of $3.055 Million from the three private placements. We
intend to use the proceeds of the private placements to fund our plan of
development on the Searchlight mineral claims and the Clarkdale Slag Project and
for general corporate purposes.

ITEM
3.           DEFAULTS UPON
SENIOR SECURITIES.

None.

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

None.

16

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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-QSB 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.(12)3.7
    Certificate of Change to Authorized Capital
      Pursuant to NRS 78.209(13)3.8
    Amended Bylaws dated July 22,
      2005.(9)3.9
    Amended Bylaws dated August 9, 2005.
      (12)4.1
    Specimen Stock Certificate.(1)10.1
    Acquisition Agreement.(2)10.2
    2002 Nonqualified Stock Option
      Plan.(4)10.3
    2003 Nonqualified Stock Option
      Plan.(5)10.4
    Letter Agreement between Searchlight
      Minerals Corp. (the Company) and Pilot Plant Inc. dated February 8,
      2005.(8)10.5
    Letter Agreement between Searchlight and Pilot
      Plant Inc. dated February 8, 2005.(8)10.6
    Letter Agreement between Searchlight and Bear
      Dog Mines Inc. dated February 8, 2005.(8)10.7
    Letter Agreement between Searchlight and Gold
      Hunter Inc. dated February 8, 2005.(8)10.8
    Letter Agreement between Searchlight and Pass
      Minerals Inc. dated February 8, 2005.(8)10.9
    Letter Agreement between Searchlight and Britti
      Gold Inc. dated February 8, 2005.(8)10.10
    Letter Agreement between Searchlight and
      Geotech Mining Inc. dated February 8, 2005.(8)10.11
    Letter Agreement between Searchlight and Gold
      Crown Inc. dated February 8, 2005.(8)10.12
    Engagement Letter dated June 17, 2005 between
      Searchlight and Clarion Finanz AG.(10)10.13
    Extension Agreement dated effective
      June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight Minerals,
      Inc. and Pilot Plant Inc.(10)10.14
    Extension Agreement dated effective
      June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight Minerals,
      Inc. and Bear Dog Mines Inc.(10)10.15
    Extension Agreement dated effective
      June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight Minerals,
      Inc. and Gold Hunter Inc.(10)


17

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Exhibit Number
      Description of Exhibit10.16
      Extension Agreement
          dated effective June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight
          Minerals, Inc., Pass Minerals Inc., Michael D. Anderson, Farrell Drozd
          and Michael I. Matheson.(10)10.17
      Extension Agreement
          dated effective June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight
          Minerals, Inc. and Britti Gold Inc.(10)10.18
      Extension Agreement
          dated effective June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight
          Minerals, Inc., Geotech Mining Inc., Michael D. Anderson, Geosearch
          Inc. and Patrick B. Matheson.(10)10.19
      Extension Agreement
          dated effective June 22, 2005 among Searchlight, K. Ian Matheson, Searchlight
          Minerals, Inc. and Gold Crown Minerals Inc.(10)10.20
      Assignment Agreement
          dated for reference June 1, 2005 between Company and Nanominerals Corp.(11)10.21
      Engagement Letter
          dated May 9, 2005 between Searchlight and Dominick & Dominick Securities
          Inc. (12)10.22
      First
          Amendment to Assignment Agreement between Nanominerals Corp. and Searchlight
          Minerals Corp. dated August 31, 2005.10.22
      Second Amendment
          to Assignment Agreement between Nanominerals Corp. and Searchlight Minerals
          Corp. dated October 24, 2005.(14)10.23
      Office Suite
          Lease Agreement between Burnett & Williams Executive Suites and
          Searchlight Minerals Corp. dated September 6, 2005.14.1
      Code of Ethics.(7)31.1
      Certification
          of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.31.2
      Certification
          of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.32.1
      Certification
          of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
      Certification
          of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.3
      Audit Committee Charter.(7)99.4
      Disclosure Committee Charter.(7)


Notes:

|(1)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form 10-SB originally filed on July 7, 2000.
|---- | --------------------------------------------------------------------------------------------------------------------
|(2)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on November 13, 2001.                
|(3)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on April 1, 2002.                  
|(4)  | Filed with the SEC as an exhibit to our Form S-8
      Registration Statement filed on April 10, 2002.              
|(5)  | Filed with the SEC as an exhibit to our Form S-8 filed on
      June 30, 2003.                                      
|(6)  | Filed with the SEC as an exhibit to our Form 8-K filed on
      December 22, 2003;                                  
|(7)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on April 13, 2004.                 
|(8)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on April 15, 2005.                 
|(9)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 29, 2005.                    
|(10) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on June 24, 2005.                    
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on June 16, 2005.                    
|(12) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on August 22, 2005.             
|(13) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on October 14, 2005.                 
|(14) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on October 28, 2005.                 

18

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REPORTS ON FORM 8-K

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

Date of Report on Form 8-K
      (YYYY/MM/DD)
    Date of Filing with the SEC
      (YYYY/MM/DD)
    Description of the Form 8-K2005/07/22
      2005/07/29
    Item 5.03 - Amendment to Bylaws.2005/09/02
      2005/09/15
      Item 3.02 - Closing of $1.59 Million Canadian Private Placement;
        
        Closing of $1.35 Million European Private Placement; 
        and Closing of $115,000 U.S. Private Placement; 
        Item 7.01 - Posting of Reclamation
      Bond and Two for One Stock Split.2005/10/07
      2005/10/14
    Item 5.02 - Changes to Principal Executive Officers; Item
      5.03 - Increased to authorized capital from 200,000,000 shares of common
      stock, par value of $0.001 per share, to 400,000,000 shares of common
      stock, par value of $0.001 per share; Item 8.01 - Stock symbol change
      to SRCH.2005/10/24
      2005/10/28
    Item 1.01 - Entry into Amended Assignment Agreement with
      Nanominerals Corp. dated October 24, 2005; Item 2.01 - Completion on
      October 24, 2005, of the acquisition of all of Nanominerals Corp.s
      interest in a joint venture agreement dated May 20, 2005 between
      Nanominerals Corp. and Verde River Iron Company, LLC ; Item 3.02 -
      Unregistered Sales of Equity Securities


19

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SIGNATURES

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

|      |                   |     | SEARCHLIGHT MINERALS CORP.                            
|----- | ----------------- | --- | ------------------------------------------------------
|      |                   |     |                                                       
|      |                   |     |                                                       
|Date: | November 21, 2005 | By: | /s/
      Ian R. McNeil                               
|      |                   |     | IAN R. McNEIL                                         
|      |                   |     | President and Chief Executive Officer                 
|      |                   |     | (Principal Executive Officer )                        
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|Date: | November 21, 2005 | By: | /s/
      Carl S. Ager                                
|      |                   |     | CARL S. AGER                                          
|      |                   |     | Secretary, Treasurer and Chief Financial
      Officer
|      |                   |     | (Principal Financial Officer )                        

20

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