---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2008

or

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-49995

ARGENTEX MINING CORPORATION(Exact name of registrant as specified in its charter)

|Delaware                                         | 71-0867623                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

602 - 1112 West Pender Street, Vancouver, British Columbia
Canada V6E 2S1(Address of principal executive offices) (zip
code)

604.568-2496(Registrants telephone
number, including area code)

Not Applicable(Former name, former
address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
[X]    No [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

---

- 2 -

|Large accelerated filer   [   ]       |                                               | Accelerated
      filer                      [  
      ]
|------------------------------------- | --------------------------------------------- | --------------------------------------------------------
|Non-accelerated
      filer     [   ] | (Do not check if a smaller reporting company) | Smaller reporting company   
      [X]                  

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

31,465,553 common shares issued and outstanding as at June
12, 2008.

---

- 3 -



PART I

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
financial statements for the quarter ended April 30, 2008, include all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

Our interim consolidated financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles.

---

- 4 -











ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008

(Stated in U.S. Dollars)

---

- 5 -

ARGENTEX MINING
CORPORATION(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS(Stated in U.S. Dollars)

|                                                                               |   | April
      30, |   |   | January 31, |  
|------------------------------------------------------------------------------ | - | --------------- | - | - | ----------- | -
|                                                                               |   | 2008            |   |   | 2008        |  
|                                                                               |   | (Unaudited)     |   |   |             |  
|                                                                               |   |                 |   |   |             |  
|ASSETS                                                                         |   |                 |   |   |             |  
|                                                                               |   |                 |   |   |             |  
|Current                                                                        |   |                 |   |   |             |  
|Cash and cash equivalents                                                      | $ | 2,702,381       |   | $ | 845,219     |  
|Prepaid
      expenses                                                         |   | 16,746          |   |   | 30,576      |  
|                                                                               |   |                 |   |   |             |  
|Total
      current assets                                                     |   | 2,719,127       |   |   | 875,795     |  
|                                                                               |   |                 |   |   |             |  
|Equipment (Note 4)                                                             |   | 36,890          |   |   | 26,063      |  
|                                                                               |   |                 |   |   |             |  
|                                                                               | $ | 2,756,017       |   | $ | 901,858     |  
|                                                                               |   |                 |   |   |             |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                           |   |                 |   |   |             |  
|                                                                               |   |                 |   |   |             |  
|Current liabilites                                                             |   |                 |   |   |             |  
|Accounts payable and
      accrued liabilities                                 | $ | 1,545,193       |   | $ | 496,487     |  
|                                                                               |   |                 |   |   |             |  
|Stockholders' equity                                                           |   |                 |   |   |             |  
|                                                                               |   |                 |   |   |             |  
|Preferred stock,
      100,000,000 share authorized with a par value           |   |                 |   |   |             |  
|of $0.001 (issued: April 30, 2008 - Nil: January 31, 2008 -
      Nil)         |   |                 |   |   |             |  
|Preferred stock, Series A
      convertible, 2,000 authorized with a par value |   |                 |   |   |             |  
|of $0.001 (issued: April 30, 2008 - Nil: January 31,2008 -
      Nil)          |   | -               |   |   | -           |  
|Common stock, 100,000,000
      shares authorized with a par value             |   | 31,465          |   |   | 28,311      |  
|of $0.001 (issued: April 30 - 31,465,553;                                      |   |                 |   |   |             |  
|January 31, 2008 - 28,311,552)                                                 |   |                 |   |   |             |  
|Additional paid-in capital                                                     |   | 13,947,387      |   |   | 10,269,859  |  
|Deficit accumulated
      during exploration stage                             |   | (12,768,028     | ) |   | (9,892,799  | )
|                                                                               |   |                 |   |   |             |  
|Total stockholders' equity                                                     |   | 1,210,824       |   |   | 405,371     |  
|                                                                               |   |                 |   |   |             |  
|Total
      liabilities and stockholders' equity                               | $ | 2,756,017       |   | $ | 901,858     |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

- 6 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company) CONSOLIDATED STATEMENTS OF
OPERATIONS(Unaudited) (Stated in U.S. Dollars)

|                                          |   | Three      |   |   | Three      |   |   |                |  
|----------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------------- | -
|                                          |   | Months     |   |   | Months     |   |   | Inception      |  
|                                          |   | Ended      |   |   | Ended      |   |   | (December 21,  |  
|                                          |   | April 30,  |   |   | April 30,  |   |   | 2001) to       |  
|                                          |   | 2008       |   |   | 2007       |   |   | April 30, 2008 |  
|                                          |   |            |   |   |            |   |   |                |  
|Expenses                                  |   |            |   |   |            |   |   |                |  
|Consulting fees                           | $ | 72,877     |   | $ | 45,949     |   | $ | 879,203        |  
|Depreciation                              |   | 1,900      |   |   | 193        |   |   | 4,957          |  
|Investor relations and communication      |   | 22,285     |   |   | 48,508     |   |   | 1,531,477      |  
|Mineral property interests
      (Note 5) |   | 2,488,468  |   |   | 125,006    |   |   | 6,358,949      |  
|Office and sundry                         |   | 23,403     |   |   | 4,329      |   |   | 367,057        |  
|Rent                                      |   | 8,729      |   |   | 4,175      |   |   | 66,076         |  
|Professional fees                         |   | 169,410    |   |   | 43,540     |   |   | 823,354        |  
|Stock-based compensation                  |   | 54,154     |   |   | 712,000    |   |   | 1,876,443      |  
|Transfer agent fees                       |   | 21,587     |   |   | 3,602      |   |   | 105,112        |  
|Travel                                    |   | 18,650     |   |   | 2,043      |   |   | 235,745        |  
|                                          |   |            |   |   |            |   |   |                |  
|                                          |   | (2,881,463 | ) |   | (989,345   | ) |   | (12,248,373    | )
|Interest income (expense)                 |   | 6,234      |   |   | (22,723    | ) |   | (519,655       | )
|                                          |   |            |   |   |            |   |   |                |  
|Net Loss                                  | $ | (2,875,229 | ) | $ | (1,012,068 | ) | $ | (12,768,028    | )
|                                          |   |            |   |   |            |   |   |                |  
|Basic and
      diluted loss per share    | $ | (0.10      | ) | $ | (0.05      | ) |   |                |  
|                                          |   |            |   |   |            |   |   |                |  
|Weighted average number                   |   |            |   |   |            |   |   |                |  
|of shares outstanding                     |   | 29,734,309 |   |   | 21,416,596 |   |   |                |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

- 7 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company) CONSOLIDATED STATEMENTS OF
CASH FLOWS(Unaudited) (Stated in U.S. Dollars)

|                                                  |   | Three      |   |   | Three      |   |   | Inception    |  
|------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------ | -
|                                                  |   | Months     |   |   | Months     |   |   | (December    |  
|                                                  |   | Ended      |   |   | Ended      |   |   | 21, 2001) to |  
|                                                  |   | April 30,  |   |   | April 30,  |   |   | April 30,    |  
|                                                  |   | 2008       |   |   | 2007       |   |   | 2008         |  
|                                                  |   |            |   |   |            |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES              |   |            |   |   |            |   |   |              |  
|Net loss                                          | $ | (2,875,229 | ) | $ | (1,012,068 | ) | $ | (12,768,028  | )
|Items not affecting cash:                         |   |            |   |   |            |   |   |              |  
|Depreciation                                      |   | 1,900      |   |   | 193        |   |   | 4,957        |  
|Stock-based compensation                          |   | 54,154     |   |   | 712,000    |   |   | 1,826,943    |  
|Shares
      issued to acquire mineral properties |   | -          |   |   | -          |   |   | 3,500        |  
|Shares issued in payment
      of bonus           |   | -          |   |   | -          |   |   | 52,160       |  
|Non-cash
      interest                           |   | -          |   |   | -          |   |   | 333,333      |  
|Changes in assets and liabilities:                |   |            |   |   |            |   |   |              |  
|Prepaid
      expenses                            |   | 13,830     |   |   | -          |   |   | (16,746      | )
|Accounts payable and
      accrued liabilities    |   | 1,048,706  |   |   | (224,130   | ) |   | 1,685,081    |  
|Net cash used in operating
      activities       |   | (1,756,639 | ) |   | (524,005   | ) |   | (8,878,800   | )
|                                                  |   |            |   |   |            |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES              |   |            |   |   |            |   |   |              |  
|Issuance of convertible promissory notes          |   | -          |   |   | -          |   |   | 1,500,000    |  
|Issuance of promissory notes                      |   | -          |   |   | -          |   |   | 640,410      |  
|Repayment of promissory notes                     |   | -          |   |   | (90,410    | ) |   | (640,410     | )
|Proceeds from issuance of
      capital stock     |   | 3,626,528  |   |   | 359,003    |   |   | 10,123,028   |  
|Net cash provided by financing activities         |   | 3,626,528  |   |   | 268,593    |   |   | 11,623,028   |  
|                                                  |   |            |   |   |            |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES              |   |            |   |   |            |   |   |              |  
|Acquisition of equipment                          |   | (12,727    | ) |   | -          |   |   | (41,847      | )
|Net cash used in investing activities             |   | (12,727    | ) |   | -          |   |   | (41,847      | )
|                                                  |   |            |   |   |            |   |   |              |  
|Change in cash and cash equivalents               |   |            |   |   |            |   |   |              |  
|during the period                                 |   | 1,857,162  |   |   | (255,412   | ) |   | 2,702,381    |  
|                                                  |   |            |   |   |            |   |   |              |  
|Cash and cash equivalents, beginning              |   |            |   |   |            |   |   |              |  
|of
      period                                   |   | 845,219    |   |   | 901,549    |   |   | -            |  
|                                                  |   |            |   |   |            |   |   |              |  
|Cash and cash
      equivalents, end of period    | $ | 2,702,381  |   | $ | 646,137    |   | $ | 2,702,381    |  
|                                                  |   |            |   |   |            |   |   |              |  
|Cash paid for
      interest during the period    | $ | -          |   | $ | -          |   | $ | 75,677       |  
|                                                  |   |            |   |   |            |   |   |              |  
|Cash paid for income taxes during                 |   |            |   |   |            |   |   |              |  
|the period                                        | $ | -          |   | $ | -          |   | $ | -            |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

- 8 -

ARGENTEX MINING CORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMINCEPTION,DECEMBER21, 2001, TOAPRIL30, 2008(Unaudited) (Stated in U.S. Dollars)

|                                    | Number of   |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   | Deficit     |   |   |               |  
|----------------------------------- | ----------- |  | - | --------------- |  | ---------- | - | - | --------------- | - | - | ---------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                                    | Preferred   |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   | accumulated |   |   | Total         |  
|                                    | Shares      |  |   |                 |  | Number of  |   |   |                 |   |   | Additional |   |   |          |  |   | During the  |   |   | Stockholders' |  
|                                    | Series A    |  |   |                 |  | common     |   |   |                 |   |   | Paid-in    |   |   |          |  |   | Exploration |   |   | Equity        |  
|                                    | Convertible |  |   | Par
      Value |  | shares     |   |   | Par
      Value |   |   | Capital    |   |   | Warrants |  |   | Stage       |   |   | (Deficiency)  |  
|                                    |             |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|Balance, December 21, 2001          | -           |  | $ | -               |  |            |   | $ | -               |   | $ | -          |   | $ | -        |  | $ | -           |   | $ | -             |  
|(date of incorporation)             |             |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|Shares issued:                      |             |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  | -           |  |   | -               |  | 5,000,000  |   |   | 5,000           |   |   | -          |   |   | -        |  |   | -           |   |   | 5,000         |  
|For cash at $0.02                   | -           |  |   | -               |  | 4,620,000  |   |   | 4,620           |   |   | 87,780     |   |   | -        |  |   | -           |   |   | 92,400        |  
|Net loss for the period             | -           |  |   | -               |  | 0          |   |   |                 |   |   | 0          |   |   | -        |  |   | (11,327     | ) |   | (11,327       | )
|Balance, January 31, 2002           | -           |  |   | -               |  | 9,620,000  |   |   | 9,620           |   |   | 87,780     |   |   | -        |  |   | (11,327     | ) |   | 86,073        |  
|Net loss for the year               |             |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   | (58,694     | ) |   | (58,694       | )
|Balance, January 31, 2003           | -           |  |   | -               |  | 9,620,000  |   |   | 9,620           |   |   | 87,780     |   |   | -        |  |   | (70,021     | ) |   | 27,379        |  
|Net loss for the year               | -           |  |   | -               |  | -          |   |   |                 |   |   | -          |   |   |          |  |   | (31,390     | ) |   | (31,390       | )
|Balance, January 31, 2004           | -           |  |   |                 |  | 9,620,000  |   |   | 9,620           |   |   | 87,780     |   |   | -        |  |   | (101,411    | ) |   | (4,011        | )
|Shares returned to treasury         |             |  |   |                 |  | (4,600,000 | ) |   | (4,600          | ) |   | 4,600      |   |   | -        |  |   | -           |   |   | 0             |  
|Shares issued:                      |             |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  | 2,000       |  |   | 2               |  | -          |   |   | -               |   |   | 1,997,498  |   |   | -        |  |   | -           |   |   | 1,997,500     |  
|To
      acquire a wholly-owned     | -           |  |   | -               |  | 833,333    |   |   | 833             |   |   | 32,500     |   |   | -        |  |   | -           |   |   | 33,333        |  
|corporations                        |             |  |   |                 |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|To
      acquire a mineral property | -           |  |   | -               |  | 833,333    |   |   | 834             |   |   | 32,500     |   |   | -        |  |   | -           |   |   | 33,334        |  
|For stock dividend                  | -           |  |   | -               |  | 13,373,332 |   |   | 13,373          |   |   | (13,373    | ) |   | -        |  |   | -           |   |   | -             |  
|For a consulting agreement          | -           |  |   | -               |  | 200,000    |   |   | 200             |   |   | 2,460      |   |   | -        |  |   | -           |   |   | 2,660         |  
|Net loss for the period             | -           |  |   | -               |  | -          |   |   | -               |   |   | -          |   |   |          |  |   | (2,293,257  | ) |   | (2,293,257    | )
|Balance, January 31, 2005           | 2,000       |  |   | 2               |  | 20,259,998 |   |   | 20,260          |   |   | 2,143,965  |   |   | -        |  |   | (2,394,668  | ) |   | (230,441      | )

The accompanying notes are an integral part of these financial
statements.

---

- 9 -

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMINCEPTION,DECEMBER21, 2001, TOAPRIL30, 2008(Unaudited) (Stated in U.S. Dollars)

|                                     | Number of   |   |  |           |   |            |   |  |           |   |  |            |   |  |          |   |  | Deficit     |   |  |               |  
|------------------------------------ | ----------- | - |  | --------- | - | ---------- | - |  | --------- | - |  | ---------- | - |  | -------- | - |  | ----------- | - |  | ------------- | -
|                                     | Preferred   |   |  |           |   |            |   |  |           |   |  |            |   |  |          |   |  | accumulated |   |  | Total         |  
|                                     | Shares      |   |  |           |   | Number of  |   |  |           |   |  | Additional |   |  |          |   |  | During the  |   |  | Stockholders' |  
|                                     | Series A    |   |  |           |   | common     |   |  |           |   |  | Paid-in    |   |  |          |   |  | Exploration |   |  | Equity        |  
|                                     | Convertible |   |  | Par Value |   | shares     |   |  | Par Value |   |  | Capital    |   |  | Warrants |   |  | Stage       |   |  | (Deficiency)  |  
|-continued-                          |             |   |  |           |   |            |   |  |           |   |  |            |   |  |          |   |  |             |   |  |               |  
|Balance, January 31, 2005            | 2,000       |   |  | 2         |   | 20,259,998 |   |  | 20,260    |   |  | 2,143,965  |   |  | -        |   |  | (2,394,668  | ) |  | (230,441      | )
|Conversion of preferred shares       | (2,000      | ) |  | (2        | ) | 2,222,223  |   |  | 2,222     |   |  | (2,220     | ) |  | -        |   |  | -           |   |  | -             |  
|Shares returned to treasury          | -           |   |  | -         |   | (4,749,998 | ) |  | (4,750    | ) |  | (58,417    | ) |  | -        |   |  | -           |   |  | (63,167       | )
|Shares issued for cash               | -           |   |  | -         |   | 666,667    |   |  | 667       |   |  | 117,333    |   |  | 82,000   |   |  | -           |   |  | 200,000       |  
|Stock-based compensation             | -           |   |  | -         |   | -          |   |  | -         |   |  | 164,521    |   |  | -        |   |  | -           |   |  | 164,521       |  
|Non-cash interest                    | -           |   |  | -         |   | -          |   |  | -         |   |  | 333,333    |   |  | -        |   |  | -           |   |  | 333,333       |  
|Net loss                             | -           |   |  | -         |   | -          |   |  | -         |   |  | -          |   |  | -        |   |  | (1,478,308  | ) |  | (1,478,308    | )
|Balance, January 31, 2006            | -           |   |  |           |   | 18,398,890 |   |  | 18,399    |   |  | 2,698,515  |   |  | 82,000   |   |  | (3,872,976  | ) |  | (1,074,062    | )
|Conversion of promissory note        | -           |   |  | -         |   | 833,333    |   |  | 833       |   |  | 249,167    |   |  | -        |   |  | -           |   |  | 250,000       |  
|Shares issued for cash               | -           |   |  | -         |   | 1,534,500  |   |  | 1,535     |   |  | 1,532,965  |   |  | -        |   |  | -           |   |  | 1,534,500     |  
|Cost of issuing shares               | -           |   |  | -         |   | -          |   |  | -         |   |  | -78,750    |   |  | -        |   |  | -           |   |  | (78,750       | )
|Shares issued for services           | -           |   |  | -         |   | 30,000     |   |  | 30        |   |  | 49,470     |   |  | -        |   |  | -           |   |  | 49,500        |  
|Exercise of stock options            | -           |   |  | -         |   | 200,000    |   |  | 200       |   |  | 49,800     |   |  | -        |   |  | -           |   |  | 50,000        |  
|Stock-based compensation             | -           |   |  | -         |   | -          |   |  | -         |   |  | 477,592    |   |  | -        |   |  | -           |   |  | 477,592       |  
|Net loss                             | -           |   |  | -         |   | -          |   |  | -         |   |  | -          |   |  | -        |   |  | (2,331,509  | ) |  | (2,331,509    | )
|Balance, January 31, 2007            | -           |   |  | -         |   | 20,996,723 |   |  | 20,997    |   |  | 4,978,759  |   |  | 82,000   |   |  | (6,204,485  | ) |  | (1,122,729    | )
|Conversion of
      promissory notes | -           |   |  | -         |   | 3,720,776  |   |  | 3,720     |   |  | 1,386,348  |   |  | -        |   |  | -           |   |  | 1,390,068     |  
|Shares issued for cash               | -           |   |  | -         |   | 1,930,720  |   |  | 1,931     |   |  | 2,224,933  |   |  | -        |   |  | -           |   |  | 2,226,864     |  
|Shares issued for finders fee        | -           |   |  | -         |   | 180,000    |   |  | 180       |   |  | -          |   |  | -        |   |  | -           |   |  | 180           |  
|Cost of issuing shares               | -           |   |  | -         |   | -          |   |  | -         |   |  | (12,708    | ) |  | -        |   |  | -           |   |  | (12,708       | )
|Shares issued for services           | -           |   |  | -         |   | 150,000    |   |  | 150       |   |  | 284,350    |   |  | (82,000  | ) |  | -           |   |  | 202,500       |  
|Exercise of warrants                 | -           |   |  | -         |   | 666,667    |   |  | 667       |   |  | 266,000    |   |  | -        |   |  | -           |   |  | 266,667       |  
|Exercise of stock options            | -           |   |  | -         |   | 666,667    |   |  | 666       |   |  | 214,001    |   |  | -        |   |  | -           |   |  | 214,667       |  
|Stock-based compensation             | -           |   |  | -         |   | -          |   |  | -         |   |  | 928,176    |   |  | -        |   |  | -           |   |  | 928,176       |  
|Net loss                             | -           |   |  | -         |   | -          |   |  | -         |   |  | -          |   |  | -        |   |  | (3,688,314  | ) |  | (3,688,314    | )
|                                     |             |   |  |           |   |            |   |  |           |   |  |            |   |  |          |   |  |             |   |  |               |  
|Balance, January 31, 2008            | -           |   |  | -         |   | 28,311,553 |   |  | 28,311    |   |  | 10,269,859 |   |  | -        |   |  | (9,892,799  | ) |  | 405,371       |  

The accompanying notes are an integral part of these financial
statements.

---

- 10 -

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMINCEPTION,DECEMBER21, 2001, TOAPRIL30, 2008(Unaudited) (Stated in U.S. Dollars)

|                                | Number of   |  |   |           |  |            |  |   |           |  |   |            |   |   |          |  |   | Deficit     |   |   |               |  
|------------------------------- | ----------- |  | - | --------- |  | ---------- |  | - | --------- |  | - | ---------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                                | Preferred   |  |   |           |  |            |  |   |           |  |   |            |   |   |          |  |   | accumulated |   |   | Total         |  
|                                | Shares      |  |   |           |  | Number of  |  |   |           |  |   | Additional |   |   |          |  |   | During the  |   |   | Stockholders' |  
|                                | Series A    |  |   |           |  | common     |  |   |           |  |   | Paid-in    |   |   |          |  |   | Exploration |   |   | Equity        |  
|                                | Convertible |  |   | Par Value |  | shares     |  |   | Par Value |  |   | Capital    |   |   | Warrants |  |   | Stage       |   |   | (Deficiency)  |  
|                                |             |  |   |           |  |            |  |   |           |  |   |            |   |   |          |  |   |             |   |   |               |  
|Balance, January 31, 2008       | -           |  |   | -         |  | 28,311,553 |  |   | 28,311    |  |   | 10,269,859 |   |   | -        |  |   | (9,892,799  | ) |   | 405,371       |  
|Shares issued for cash          | -           |  |   | -         |  | 3,154,000  |  |   | 3,154     |  |   | 3,939,346  |   |   | -        |  |   | -           |   |   | 3,942,500     |  
|Cost of issuing shares          | -           |  |   | -         |  | -          |  |   | -         |  |   | (315,972   | ) |   | -        |  |   | -           |   |   | (315,972      | )
|Stock-based compensation        | -           |  |   | -         |  | -          |  |   | -         |  |   | 54,154     |   |   | -        |  |   | -           |   |   | 54,154        |  
|Net loss                        | -           |  |   | -         |  | -          |  |   | -         |  |   | -          |   |   | -        |  |   | (2,875,229  | ) |   | (2,875,229    | )
|Balance, January
      31, 2008 | -           |  | $ | -         |  | 31,465,553 |  | $ | 31,465    |  | $ | 13,947,387 |   | $ | -        |  | $ | (12,768,028 | ) | $ | 1,210,824     |  

The accompanying notes are an integral part of these financial
statements.

---

- 11 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The interim period financial statements have been
      prepared by the Company in conformity with generally accepted accounting
      principles in the United States of America. The preparation of financial
      data is based on accounting principles and practices consistent with those
      used in the preparation of annual financial statements, and in the opinion
      of management these financial statements contain all adjustments necessary
      (consisting of normally recurring adjustments) to present fairly the
      financial information contained therein. Certain information and footnote
      disclosure normally included in the financial statements prepared in
      conformity with generally accepted accounting principles in the United
      States of America have been condensed or omitted. These interim period
      statements should be read together with the most recent audited financial
      statements and the accompanying notes for the year ended January 31, 2008.
      The results of operations for the three month period ended April 30, 2008
      are not necessarily indicative of the results to be expected for the year
      ending January 31, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company was incorporated in the State of Nevada,
      U.S.A., on December 21, 2001. The Companys name was changed to Argentex
      Mining Corporation on March 15, 2004. Effective September 6, 2007, holders
      representing approximately 51.82% of the Companys issued and outstanding
      common shares, adopted a resolution by way of written consent approving
      the re-domicile of the Company from the state of Nevada to the state of
      Delaware by way of merger of the Company into its wholly-owned Delaware
      subsidiary, Argentex Mining Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On November 5, 2007, the Nevada Secretary of State
      accepted for filing Articles of Merger providing for the merger of the
      Company with its wholly-owned subsidiary, Argentex Mining Corporation, a
      Delaware corporation, with the Delaware corporation being the surviving
      corporation in the merger. Also on November 5, 2007, the Delaware
      Secretary of State accepted for filing a Certificate of Merger providing
      for the same merger. These filings complete the re-domicile of the Company
      from Nevada to Delaware, as previously approved by shareholders. On March
      26, 2008, the Companys common shares were listed for trading on the TSX
      Venture Exchange in Canada under the symbol ATX as a tier 2 mining
      issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. It is primarily engaged in the acquisition and exploration of
      mining properties in Argentina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The accompanying consolidated financial statements have
      been prepared assuming the Company will continue as a going concern. This
      contemplates that assets will be realized and liabilities and commitments
      satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As shown in the accompanying consolidated financial
      statements, the Company has incurred a net loss of $12,768,028 for the
      cumulative period from December 21, 2001 (inception) to April 30, 2008,
      and has no source of revenue. The future of the Company is dependent upon
      its ability to obtain financing and upon future profitable operations from
      the development of its mineral properties. Management has plans to seek
      additional capital through private placements and public offering of its
      capital stock. These conditions raise substantial doubt about the
      Companys ability to continue as a going concern. Although there are no
      assurances that managements plans will be realized, management believes
      that the Company will be able to continue operations in the future. The
      consolidated financial statements do not include any adjustments relating
      to the recoverability and classification of recorded assets, or the
      amounts of and classification of liabilities that might be necessary in
      the event the Company cannot continue in
existence.                                                                 

---

- 12 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These consolidated financial statements follow the same
      significant accounting policies as those outlined in the notes to the
      audited consolidated financial statements for the year ended January 31,
      2008.                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The consolidated financial statements of the Company have
      been prepared in accordance with generally accepted accounting principles
      in the United States. Because a precise determination of many assets and
      liabilities is dependent upon future events, the preparation of
      consolidated financial statements for a period involves the use of
      estimates which have been made using careful judgement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The consolidated financial statements have, in
      managements opinion, been properly prepared within reasonable limits of
      materiality and within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                               

| |                        |   |        |  |   | April
      30, 2008 |  |   |          | 
| | ---------------------- | - | ------ |  | - | -------------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated          |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation         |  |   | Value    | 
| |                        |   |        |  |   |                      |  |   |          | 
| | Equipment              | $ | 17,927 |  | $ | 1,075                |  | $ | 16,852   | 
| | Furniture and fixtures |   | 8,940  |  |   | 503                  |  |   | 8,437    | 
| | Computer equipment     |   | 14,804 |  |   | 3,203                |  |   | 11,601   | 
| |                        | $ | 41,671 |  | $ | 4,781                |  | $ | 36,890   | 

| |                        |   |        |  |   | January 31, 2008 |  |   |          | 
| | ---------------------- | - | ------ |  | - | ---------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated      |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation     |  |   | Value    | 
| |                        |   |        |  |   |                  |  |   |          | 
| | Equipment              | $ | 12,863 |  | $ | 322              |  | $ | 12,541   | 
| | Furniture and fixtures |   | 5,741  |  |   | 144              |  |   | 5,597    | 
| | Computer equipment     |   | 10,516 |  |   | 2,591            |  |   | 7,925    | 
| |                        | $ | 29,120 |  | $ | 3,057            |  | $ | 26,063   | 

|5. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   |                           
|   |                           
|   |                           

---

- 13 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|5. | MINERAL PROPERTY INTERESTS (continued)
|-- | --------------------------------------
|   |                                       
|   | a)                                    
|   |                                       
|   |                                       
|   |                                       
|   | b)                                    
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   | c)                                    
|   |                                       
|   |                                       
|   |                                       
|   | d)                                    
|   |                                       
|   |                                       

---

- 14 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|5. | MINERAL PROPERTY INTERESTS (continued)                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                   
|   | Mineral property interest expense reflected in the
      accompanying consolidated statement of operations relate to the following
      projects:

| |                                      |   | Three     |  |   | Three     |  |   | Inception    | 
| | ------------------------------------ | - | --------- |  | - | --------- |  | - | ------------ | 
| |                                      |   | Months    |  |   | Months    |  |   | (December    | 
| |                                      |   | Ended     |  |   | Ended     |  |   | 21, 2001) to | 
| |                                      |   | April 30, |  |   | April 30, |  |   | April 30,    | 
| |                                      |   | 2008      |  |   | 2007      |  |   | 2008         | 
| |                                      |   |           |  |   |           |  |   |              | 
| | Pinguino Project:                    |   |           |  |   |           |  |   |              | 
| | Acquisition                          | $ | 11,710    |  | $ | -         |  | $ | 301,425      | 
| | Assaying, testing and
      analysis |   | 41,281    |  |   | 26,144    |  |   | 253,531      | 
| | Camp and field supplies              |   | 173,216   |  |   | 60,125    |  |   | 1,019,515    | 
| | Drilling                             |   | 2,078,923 |  |   | 12,035    |  |   | 3,882,726    | 
| | Geological and geophysical           |   | 163,958   |  |   | 23,056    |  |   | 653,052      | 
| | Travel and accommodation             |   | 18,960    |  |   | 2,642     |  |   | 89,724       | 
| |                                      |   | 2,488,048 |  |   | 124,002   |  |   | 6,199,973    | 
| |                                      |   |           |  |   |           |  |   |              | 
| | Condor Project:                      |   |           |  |   |           |  |   |              | 
| | Acquisition                          |   | -         |  |   | -         |  |   | 7,528        | 
| | Camp and field supplies              |   | -         |  |   | -         |  |   | 198          | 
| | Geological and geophysical           |   | -         |  |   | -         |  |   | 4,185        | 
| |                                      |   | -         |  |   | -         |  |   | 11,911       | 
| |                                      |   |           |  |   |           |  |   |              | 
| | Santa Cruz Properties:               |   |           |  |   |           |  |   |              | 
| | Acquisition                          |   | 420       |  |   | 1,004     |  |   | 17,551       | 
| |                                      |   | 420       |  |   | 1,004     |  |   | 17,551       | 
| |                                      |   |           |  |   |           |  |   |              | 
| | Rio Negro Properties:                |   |           |  |   |           |  |   |              | 
| | Camp and field supplies              |   | -         |  |   | -         |  |   | 51,836       | 
| | Geological and geophysical           |   | -         |  |   | -         |  |   | 36,659       | 
| | Travel and accommodation             |   | -         |  |   | -         |  |   | 9,614        | 
| |                                      |   | -         |  |   | -         |  |   | 98,109       | 
| |                                      |   |           |  |   |           |  |   |              | 
| | Other:                               |   | -         |  |   | -         |  |   | 31,405       | 
| |                                      |   |           |  |   |           |  |   |              | 
| |                                      | $ | 2,488,468 |  | $ | 125,006   |  | $ | 6,358,949    | 

---

- 15 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|6. | SHARE CAPITAL     
|-- | ------------------
|   |                   
|   | Stock Transactions
|   |                   
|   | a.                
|   |                   
|   | b.                
|   |                   
|   | c.                
|   |                   
|   | d.                
|   |                   
|   | e.                
|   |                   
|   | f.                
|   |                   
|   | g.                
|   |                   
|   | h.                
|   |                   
|   | i.                

---

- 16 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|6. | SHARE CAPITAL - Continued
|-- | -------------------------
|   |                          
|   | j.                       
|   |                          
|   | k.                       
|   |                          
|   | l.                       
|   |                          
|   | m.                       
|   |                          
|   | n.                       
|   |                          
|   | o.                       
|   |                          
|   | p.                       
|   |                          
|   | q.                       
|   |                          
|   | r.                       
|   |                          
|   | s.                       
|   |                          
|   | t.                       

---

- 17 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|6. | SHARE CAPITAL - continued
|-- | -------------------------
|   |                          
|   | u.                       
|   |                          
|   | v.                       
|   |                          
|   | w.                       
|   |                          
|   | x.                       
|   |                          
|   | y.                       
|   |                          
|   | z.                       
|   |                          
|   | aa.                      

---

- 18 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|6. | SHARE CAPITAL - continued
      Share purchase warrants             
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | Share purchase warrant transactions are summarized as
      follows:

| |                                 | Number of |  | Weighted Average |     
| | ------------------------------- | --------- |  | ---------------- | ----
| |                                 | Shares    |  | Exercise Price   |     
| | Balance at January 31, 2006     | 666,667   |  | $                | 0.40
| | Issued                          | 767,250   |  |                  | 1.75
| | Balance at January 31, 2007     | 1,433,917 |  |                  | 1.12
| | Issued                          | 1,963,637 |  |                  | 1.40
| | Exercised                       | (666,667) |  |                  | 0.40
| | Balance at January 31, 2008     | 2,730,887 |  |                  | 1.50
| | Issued                          | 2,241,250 |  |                  | 1.56
| | Balance at April
      30, 2008 | 4,972,137 |  | $                | 1.53

At April 30, 2008, the following share
purchase warrants were outstanding and exercisable:

| | Number of |  | Exercise     |  |                  
| | --------- |  | ------------ |  | -----------------
| | shares    |  | Price        |  | Expiry Date      
| |           |  |              |  |                  
| | 52,500    |  | $ 1.75       |  | October 2, 2008  
| | 72,500    |  | $ 1.75       |  | October 10, 2008 
| | 174,200   |  | $ 1.75       |  | November 20, 2008
| | 250,000   |  | $ 1.75       |  | November 28, 2008
| | 14,000    |  | $ 1.75       |  | December 13, 2008
| | 204,050   |  | $ 1.75       |  | January 18, 2009 
| | 73,637    |  | $ 1.85       |  | February 28, 2009
| | 900,000   |  | $ 1.25       |  | April 13, 2009   
| | 900,000   |  | $ 1.50       |  | July 4, 2009     
| | 90,000    |  | $ 1.50       |  | July 4, 2009     
| | 1,418,750 |  | $ 1.60       |  | October 19, 2009 
| | 190,440   |  | $ 1.30       |  | October 19, 2009 
| | 552,500   |  | $ 1.60       |  | October 24, 2009 
| | 79,560    |  | $
      1.30 |  | October 24, 2009 
| |           |  |              |  |                  
| | 4,972,137 |  |              |  |                  

---

- 19 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|6. | SHARE CAPITAL - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On April 13, 2007 the Company entered into a consulting
      agreement with a company controlled by the President of the Company to
      provide the services of the President to the Company. Consideration under
      the Agreement included the issuance of 900,000 warrants exercisable at
      $1.25 for a two year period. The warrants were valued, using the Black
      Scholes valuation model, at $712,000 and recorded as stock based
      compensation in the financial statements. The assumptions used in the
      Black Scholes model were: risk free interest rate  4.7%; expected life of
      the warrants  2 years; annualized volatility  4.7%; and dividend rate 
      0%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On November 10, 2007, the board of directors approved the
      adoption of the 2007 Stock Option Plan which permits the Company to issue
      up to 5,662,310 shares of common stock to Company directors, officers,
      employees and consultants. Adoption of the 2007 Stock Option Plan is
      subject to approval by the TSX Venture stock exchange, with which the
      Company has filed an application for a listing, and to approval of
      stockholders.                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock option transactions are summarized as
    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                                      |  | Number of |   |   | Weighted Average | 
| | ---------------------------------------------------- |  | --------- | - | - | ---------------- | 
| |                                                      |  | Shares    |   |   | Exercise Price   | 
| |                                                      |  |           |   |   |                  | 
| | Balance at January 31, 2006                          |  | 1,420,000 |   | $ | 0.25             | 
| | Granted                                              |  | 920,000   |   |   | 0.53             | 
| | Exercised                                            |  | (200,000  | ) |   | 0.25             | 
| | Balance at January 31, 2007                          |  | 2,140,000 |   |   | 0.37             | 
| | Granted                                              |  | 250,000   |   |   | 1.26             | 
| | Expired                                              |  | 0         |   |   | -                | 
| | Exercised                                            |  | (666,666  | ) |   | 0.32             | 
| | Balance at
      January 31, 2008 and April 30, 2008 |  | 1,723,334 |   | $ | 0.52             | 

No stock options were granted during
the three months ended April 30, 2008 or April 30, 2007.

---

- 20 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|6. | SHARE CAPITAL - continued                                            
|-- | ---------------------------------------------------------------------
|   |                                                                      
|   | At April 30, 2008 the following stock options were
      outstanding:

| | Number of | Exercise |                  
| | --------- | -------- | -----------------
| | shares    | Price    | Expiry Date      
| |           |          |                  
| | 270,000   | $ 0.25   | December 13, 2009
| | 50,000    | $ 0.25   | June 29, 2010    
| | 400,000   | $ 0.49   | February 7, 2011 
| | 200,000   | $ 0.58   | February 9, 2011 
| | 120,000   | $ 0.62   | March 10, 2010   
| | 433,334   | $ 0.25   | June 26, 2015    
| | 150,000   | $ 1.35   | May 11, 2011     
| | 100,000   | $ 1.13   | November 13, 2012
| | 1,723,334 |          |                  

|   | Stock-based compensation                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                               
|   | Total stock-based compensation recognized during the
      three months ended April 30, 2008 was $54,154 (2007 - $7,12,000).
      Stock-based compensation has been recorded in the consolidated statements
      of operations as stock- based compensation.
|   |                                                                                                                                                                                                                                                               
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                               

---

- 21 -

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2008(Unaudited)
(Stated in U.S. Dollars)

|8. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                           
|   | At April 30, 2008, the Company and its subsidiary operate
      in one reportable segment, being the exploration for and the development
      of mining properties in Argentina. Identifiable assets, revenues and net
      loss in each geographic area are as follows:

| |                     |   | April
      30, |  |   | January 31, | 
| | ------------------- | - | --------------- |  | - | ----------- | 
| |                     |   | 2008            |  |   | 2008        | 
| |                     |   |                 |  |   |             | 
| | Identifiable assets |   |                 |  |   |             | 
| | Canada              | $ | 2,134,123       |  | $ | 839,400     | 
| | Argentina           |   | 621,894         |  |   | 62,458      | 
| |                     | $ | 2,756,017       |  | $ | 901,858     | 

| |                     |   | Three     |  |   | Three     | 
| | ------------------- | - | --------- |  | - | --------- | 
| |                     |   | Months    |  |   | Months    | 
| |                     |   | Ended     |  |   | Ended     | 
| |                     |   | April 30, |  |   | April 30, | 
| |                     |   | 2008      |  |   | 2007      | 
| |                     |   |           |  |   |           | 
| | Loss for the period |   |           |  |   |           | 
| | Canada              | $ | 367,299   |  | $ | 830,388   | 
| | Argentina           |   | 2,507,930 |  |   | 181,680   | 
| |                     | $ | 2,875,229 |  | $ | 1,012,068 | 

---

- 22 -

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking
statements. Forward-looking statements are projections of events, revenues,
income, future economic performance or managements plans and objectives for
future operations. In some cases, you can identify forward-looking statements by
the use of terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the negative of these terms or other comparable terminology. Examples of
forward-looking statements made in this quarterly report include statements
about:

- Our future exploration programs and results,
- Our future capital expenditures, and
- Our future investments in and acquisitions of mineral resource properties.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- General economic and business conditions,
- Exposure to market risks in our financial instruments,
- Fluctuations in worldwide prices and demand for minerals,
- Fluctuations in the levels of our exploration and development activities,
- Risks associated with mineral resource exploration and development
  activities,
- Competition for resource properties and infrastructure in the mineral
  exploration industry,
- Technological changes and developments in the mineral exploration and
  mining industry,
- Regulatory uncertainties and potential environmental liabilities, and
- The risks in the section of this quarterly report entitled "Risk Factors",

any of which may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our consolidated financial statements and the related notes
that appear elsewhere in this quarterly report.

---

- 23 -

In this quarterly report, unless otherwise specified, all
references to common shares refer to the common shares in our capital stock
and the terms we, us and our mean Argentex Mining Corporation, a Delaware
corporation, and our wholly owned subsidiary, SCRN Properties Ltd., a Delaware
corporation.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. We currently
hold interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina and in the province of British Columbia, Canada. One of
the properties located in the Santa Cruz province of Argentina consists of a
group of claims that we refer to as the Pinguino property. We have concentrated
our recent exploration efforts on the Pinguino property and we intend to
continue to focus primarily on this property over the 12 month period ending May
31, 2009, though we do plan to conduct some exploration on the balance of our
properties in Argentina. Over the next 12 months we intend to continue our
exploration of the property through a combination of geophysics, soil
geochemistry, trenching and drilling, testing the limits of known mineralization
as well as new target testing. We have targeted the Marta Centro and Marta Este
zones of our Pinguino property as our primary drilling focus over this period.

We anticipate that we will incur the following operating
expenses during this period:

Estimated Funding Required During the Next 12 MonthsExpense
    AmountMineral
      exploration expenses and holding costs
    $4,117,000General and
      administrative expenses
    $411,000Investor relations
    $53,000Total
    $4,581,000Cash on hand,
      May 31, 2008, estimated
    $2,526,000Estimated excess of cash requirements over cash
      resources
    $2,055,000


During the 12 months ending May 31, 2009, we intend to focus
our exploration activities almost entirely on our Pinguino property. We will
require a minimum of approximately $4,581,000 to proceed with our plan of
operation over the next 12 months, exclusive of any acquisition or development
costs but including administrative and exploration costs. We recorded a net loss
of $2,875,229 for the three month period ended April 30, 2008 and have an
accumulated deficit of $12,768,028 since inception. During the month of March,
2008, we raised gross proceeds of $3,850,000 in a series of private placements.
We had cash in the amount of $2,702,381 and working capital in the amount of
$1,173,934 as of April 30, 2008. We believe that our cash on hand is not
sufficient to fund our currently budgeted operating requirements for the next 12
months, and our budget could increase in response to field conditions, drill
results and other matters that cannot be currently anticipated. Unless we
curtail the scope of our currently proposed exploration program we will have to
raise additional funds. We have historically raised capital to fund our
activities through the sale of debt or equity securities and we plan to raise
any required funds through private placement sales of our common stock. We do
not currently have any arrangements in place for the completion of any private
placement financings and there can be no assurance that we will be successful in
completing any private placement financings.

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production at one or more of our mineral projects. We are currently
in the exploration stage of our business and we can provide no assurances that
we will discover commercially exploitable resources on our properties, or if
such resources are discovered, that we will be able to enter into commercial
production.

---

- 24 -

Expenses

Our operating results for the three month periods ended April
30, 2008 and April 30, 2007 and the changes between those periods for the
respective items are summarized as follows:

|                    |                |  |                |  | Change between     |  
|------------------- | -------------- |  | -------------- |  | ------------------ | -
|                    | Three Month    |  | Three Month    |  | period ended April |  
|                    | Period Ended   |  | Period Ended   |  | 30, 2008 and April |  
|                    | April 30, 2008 |  | April 30, 2007 |  | 30, 2007           |  
|Mineral exploration | $2,488,468     |  | $125,006       |  | $(2,363,462        | )
|activities          |                |  |                |  |                    |  
|Stock-based         | $54,154        |  | $712,000       |  | $657,846           |  
|compensation        |                |  |                |  |                    |  
|Other general &     | $332,607       |  | $175,062       |  | $(157,575          | )
|administrative      |                |  |                |  |                    |  

Liquidity and Financial Condition

Working Capital

|                          |                      |                  | Change between period   
|------------------------- | -------------------- | ---------------- | ------------------------
|                          | Three Month Period   |                  | ended April 30, 2008 and
|                          | Ended April 30, 2008 | January 31, 2008 | January 31, 2008        
|Current Assets            | $2,719,127           | $875,795         | $1,843,332              
|Current Liabilities       | $1,545,193           | $496,487         | $(1,048,706)            
|Working Capital (deficit) | $1,173,934           | $397,308         | $794,626                

Cash Flows

|                                        |                    |                    | Change between    
|--------------------------------------- | ------------------ | ------------------ | ------------------
|                                        | Three Month        | Three Month        | period ended April
|                                        | Period Ended April | Period Ended April | 30, 2008 and April
|                                        | 30, 2008           | 30, 2007           | 30, 2007          
|Cash Flows used in Operating Activities | $(1,756,639)       | $(524,005)         | $(1,232,634)      
|Cash Flows used in Investing Activities | $(12,727)          | $            -     | $(12,727)         
|Cash Flows provided by Financing        | $3,626,528         | $268,593           | $3,357,935        
|Activities                              |                    |                    |                   
|                                        |                    |                    |                   
|Net Increase (Decrease) in Cash During  | $1,857,162         | $(255,412)         | $2,112,574        
|Period                                  |                    |                    |                   

At April 30, 2008, our total assets were $2,756,017, which
consisted primarily of cash and cash equivalents of $2,702,381, prepaid expenses
of $16,746 and equipment of $36,890.

Current liabilities for the three month period ended April 30,
2008 increased by 211% as compared to the balance as at January 31, 208,
primarily as a result of accrued and unpaid drilling expenditures.

The principal components of the loss for the three month period
ended April 30, 2008 were mineral property interests, stock-based compensation,
professional fees and consulting fees.

Operating expenses for the three month period ended April 30,
2008 increased by 191% as compared to the comparative period in 2007 primarily
as a result of increased mineral property expenditures.

---

- 25 -

Product Research and Development

We do not anticipate that we will spend any significant sums on
research and development over the twelve month period ending May 31, 2009.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending May 31, 2009.

Employees

As of May 31, 2008, our company did not have any employees, but
our subsidiary, SCRN Properties Ltd., employs one person on a full-time basis as
its legal representative in Argentina. Our President, our Chief Financial
Officer and our part-time bookkeeper all provide services pursuant to consulting
contracts. None of our consultants, including our Chief Financial Officer but
excluding our President, are required by the terms of their consulting
agreements to spend all of their time on our affairs. Our President is required
to spend substantially all of his working time on our affairs.

We also engage contractors from time to time to consult with us
on specific corporate affairs or to perform specific tasks in connection with
our exploration programs.

We retain consultants on the basis of ability and experience.
Except as set forth above, neither we nor any person acting on our behalf has
any preliminary agreement or understanding, nor do we contemplate any such,
concerning any aspect of our operations pursuant to which any person would be
hired, compensated or paid a finders fee.

Going Concern

We have historically incurred losses since inception. From
inception through April 30, 2008, we incurred losses of $12,768,028. Because of
these historical losses and our continuing failure to generate any revenue from
operations, we believe that we will require additional working capital to
continue our exploration programs and develop our business operations in the
future. We intend to raise any additional working capital required through
private placements, public offerings and/or advances from related parties or
shareholder loans. We do not currently have any arrangements for any such
financing in place, nor can we provide any assurance that we will be able to
arrange any such financing. If adequate working capital is not available we may
not be able to continue our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. Our consolidated financial statements for the year
ended January 31, 2008 were prepared assuming that we will continue as a going
concern. This contemplates that assets will be realized and liabilities and
commitments satisfied in the normal course of business. In the notes to our
financial statements for the year ended January 31, 2008, our independent
auditors included an explanatory paragraph expressing concern about our ability
to continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

---

- 26 -

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles 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 amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Basic and Diluted Net Income (Loss) Per Share

We computed net income (loss) per share in accordance with
Statement of Financial Accounting Standards (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.

Cash and Cash Equivalents

We consider all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.

Mineral Properties

Cost of license acquisition, exploration, carrying and
retaining unproven mineral lease properties are expensed as incurred.

Financial Instruments

Our financial instruments consist of cash, accounts payable and
accrued liabilities, notes payable and due to related parties. Unless otherwise
noted, it is management's opinion that our company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
Because of the short maturity of such assets and liabilities the fair value of
these financial instruments approximate their carrying values, unless otherwise
noted.

RECENTLY ENACTED ACCOUNTING STANDARDS

In September 2006, FASB issued SFAS No. 157 (SFAS 157), Fair
Value Measurements. Among other requirements, SFAS 157 defines fair value and
establishes a framework for measuring fair value and also expands disclosure
about the use of fair value to measure assets and liabilities. SFAS 157 is
effective for fiscal years beginning after November 15, 2007.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115. This pronouncement permits entities to choose to
measure eligible financial instruments at fair value as of specified dates. Such
election, which may be applied on an instrument by instrument basis, is
typically irrevocable once elected. SFAS 159 is effective for fiscal years
beginning November 15, 2007, and early application is allowed under certain
circumstances.

In December 2007, the FASB issued SFAS No. 141R, Business
Combinations which changes how business acquisitions are accounted. SFAS 141R
requires the acquiring entity in a business combination to recognize all (and
only) the assets acquired and liabilities assumed in the transaction and
establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed in a business combination. Certain
provisions of this standard will, among other things, impact the determination
of acquisition-date fair value of consideration paid in a business combination
(including contingent considerations); exclude transaction costs from

---

- 27 -

acquisition accounting; and change accounting practices for
acquired contingencies, acquisition-related restructuring costs, in-process
research and development, indemnification assets and tax benefits. SFAS No. 141R
is effective for business combinations and adjustments to an acquired entitys
deferred tax asset and liability balances occurring after December 31, 2008. Our
company is currently evaluating the future impacts and disclosure of this
standard.

In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statement, an amendment of
ARB No. 51, which establishes new standards governing the accounting for and
reporting of noncontrolling interests (NCI) in partially owned consolidated
subsidiaries and the loss of control of subsidiaries. Certain provisions of this
standard indicate, among other things, that NCIs (previously referred to as
minority interests) be treated as a separate component of equity, not as a
liability; that increases and decreases in the parents ownership interest that
leave control intact be treated as equity transactions, rather than as step
acquisitions or dilution gains or losses; and that losses of a partially owned
consolidated subsidiary be allocated to the NCI even when such allocation might
result in a deficit balance. This standard also requires changes to certain
presentation and disclosure requirements. SFAS No. 160 is effective beginning
January 1, 2009. The provisions of the standard are to be applied to all NCIs
prospectively, except for the presentation and disclosure requirements, which
are to be applied retrospectively to all periods presented. Our company is
currently evaluating the future impacts and disclosure of this standard.

Our company will adopt these policies when required. The
implementation of these new standards is not expected to have a material effect
on our companys financial statements.

RISK FACTORS

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this Form 10-Q in evaluating
our company and our business before making any investment decision about our
company. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks.

Risks Associated With Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business will fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business will
fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability none of our mineral resource properties contains any 'reserve'
and any funds that we spend on exploration will probably be lost.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

---

- 28 -

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

Although we believe that we are in compliance with all material
laws and regulations that currently apply to our activities, we can give no
assurance that we can continue to remain in compliance. Current laws and
regulations could be amended and we might not be able to comply with them, as
amended. Further, there can be no assurance that we will be able to obtain or
maintain all permits necessary for our future operations, or that we will be
able to obtain them on reasonable terms. To the extent such approvals are
required and are not obtained, we may be delayed or prohibited from proceeding
with planned exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource and our business could fail.

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all of the
hazards and risks inherent in exploration for mineral resources and, if we
discover a mineral resource in commercially exploitable quantity, our operations
could be subject to all of the hazards and risks inherent in the development and
production of resources, including liability for pollution, cave-ins or similar
hazards against which we cannot insure or against which we may elect not to
insure. Any such event could result in work stoppages and damage to property,
including damage to the environment. We do not currently maintain any insurance
coverage against these operating hazards. The payment of any liabilities that
arise from any such occurrence would have a material adverse impact on our
company.

Mineral prices are subject to dramatic and unpredictable
fluctuations and the economic viability of any of our exploration properties and
projects cannot be accurately predicted.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver, copper, zinc and indium. The price of those
commodities has fluctuated widely in recent years and is affected by numerous
factors beyond our control, including international, economic and political
trends, expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumptive patterns, speculative activities and
increased production due to new extraction developments and improved extraction
and production methods. The effect of these factors on the price of base and

---

- 29 -

precious metals, and therefore the economic viability of any of
our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims. If
we cannot continue to acquire properties to explore for mineral resources, we
may be required to reduce or cease operations.

The mineral exploration, development, and production industry
is largely unintegrated. We compete with other exploration companies looking for
mineral resource properties. While we may compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we do
not believe that we will compete with them for the removal or sales of mineral
products from our properties if we should eventually discover the presence of
them in quantities sufficient to make production economically feasible. Readily
available markets exist worldwide for the sale of mineral products. Therefore,
we will likely be able to sell any mineral products that we identify and
produce.

In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.

Risks Related to Our Company

We have a limited operating history on which to base an
evaluation of our business and prospects and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve. As
a result, we have never had any revenues from our operations. In addition, our
operating history has been restricted to the acquisition and exploration of our
mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do, that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. During the 12 month period ending May 31, 2009, we expect to spend
approximately $4,117,000 on the maintenance and exploration of our mineral
properties. We therefore expect to continue to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from mining operations and any dispositions of our properties, we will
not be able to earn profits or continue operations. At this early stage of our
operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. There is no history upon which to
base any assumption as to the likelihood that we will prove successful and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.

The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
incorporation. During the three month period ended April 30, 2008, we incurred a
net loss of $2,875,229. From inception through April 30, 2008, we have incurred
an aggregate loss of $12,768,028. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to sell one or
more of our resource properties or identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and build and
operate a mine. On April 30, 2008, we had cash in the amount of approximately
$2,717,000. We estimate our average monthly operating expenses to be
approximately $39,000, excluding exploration but including general and
administrative expenses and investor relations expenses. We believe that cash on
hand as of the date of filing of this quarterly report on Form 10-Q is not
sufficient to fund our currently budgeted operating requirements for the 12
month period ending May 31,

---

- 30 -

2009. Furthermore, our budget could increase in response to
field conditions, drill results and other matters that cannot be currently
anticipated and we might find that we need to raise additional funds in order to
properly address these items. As we cannot assure a lender that we will be able
to successfully explore and develop our mineral properties, we will probably
find it difficult to raise debt financing from traditional lending sources. We
have traditionally raised our operating capital from sales of equity and debt
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot raise the money that we need to continue exploration of our
mineral properties, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the Over-the-Counter Bulletin
Board service. Trading in stock quoted on the OTC Bulletin Board is often thin
and characterized by wide fluctuations in trading prices, due to many factors
that may have little to do with our operations or business prospects. This
volatility could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTC Bulletin Board is not a
stock exchange, and trading of securities on the OTC Bulletin Board is often
more sporadic than the trading of securities listed on a quotation system like
Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have
difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority  requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

---

- 31 -

Other Risks

Because all of our officers and directors are located in
non-U.S. jurisdictions, you may have no effective recourse against them for
misconduct and you may not be able to enforce judgment and civil liabilities
against our officers, directors, experts and agents.

All of our directors and officers are nationals and/or
residents of countries other than the United States and all or a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for investors to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our principal
executive officer (our president and chief executive officer) and our principal
accounting and financial officer (our chief financial officer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As of April 30, 2008, the end of the three month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president and chief
executive officer and our chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our president and chief executive officer and our chief financial
officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this quarterly report.

During the period covered by this Quarterly Report on Form
10-Q, we have not been able to remediate the material weaknesses identified in
our Form 10-KSB for the fiscal year ending January 31, 2008. We plan to
implement changes in internal control over financial reporting during our fiscal
year ending January 31, 2009 in order to mitigate existing weaknesses.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or has a material interest adverse to us.

---

- 32 -

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

On March 20, 2008, we sold 2,116,000 units to 13 investors in
the first tranche of an offshore brokered private placement at a purchase price
of $1.25 per unit, raising gross proceeds of $2,645,000. Each unit consists of
one common share and one-half of one non-transferable share purchase warrant
exercisable at $1.60 for a period of 18 months. The offer and sale of these
units occurred outside of the United States. All 13 investors were accredited
investors. Three of the thirteen investors were U.S. persons and in selling
these units we relied on the exemption from the registration requirements of the
Securities Act of 1933 provided by Rule 506 of Regulation D promulgated
thereunder. The balance of these investors were not U.S. persons and in selling
these units we relied on the exemption from the registration requirements of the
Securities Act of 1933 provided by Rule 903 of Regulation S promulgated
thereunder. We paid a cash commission of $185,180 to an agent for services
rendered in the transaction. The agent applied $92,500 of this cash commission
towards the purchase of an additional 74,000 units (issued for the same unit
price and on the same terms as the units issued to the thirteen purchasers in
the brokered private placement). The agent is a licensed broker dealer, an
accredited investor and is not a U.S. person and, in issuing these units we
relied on the exemption from the registration requirements of the Securities Act
of 1933 provided by Rule 903 of Regulation S promulgated thereunder. Also on
March 20, 2008, we issued an aggregate of 190,440 agents warrants to the agent
and a co-operating broker as a commission for the proceeds raised by the agent
and the co-operating broker in the first tranche of the brokered private
placement. Each agents warrant entitles the holder to purchase one common share
of our company at an exercise price of $1.30 for a period of 18 months. Each of
the agents is a licensed broker dealer and neither of them is a U.S. person and,
in issuing these agents warrants we relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Rule 903 of
Regulation S promulgated thereunder.

On March 25, 2008, we sold an additional 884,000 units to three
investors in the second tranche of the brokered private placement at a purchase
price of $1.25 per unit, raising gross proceeds of $1,105,000. The terms and
price of the transaction were identical to those in the first tranche - each
unit consisted of one common share and one-half of one non-transferable share
purchase warrant exercisable at $1.60 for a period of 18 months. All three
investors were accredited investors. One of the three investors was a U.S.
person and in selling these units we relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Rule 506 of
Regulation D promulgated thereunder. The balance of these investors were not
U.S. persons and in selling these units we relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Rule 903 of
Regulation S promulgated thereunder. We paid a cash commission of $77,350 to an
agent for services rendered in the closing the second tranche of this
transaction. Also on March 25, 2008, we issued an aggregate of 79,560 agents
warrants to the agent and a co-operating broker as a commission for the proceeds
raised by the agent and the co-operating broker in the second tranche of the
brokered private placement. Each agents warrant entitles the holder to purchase
one common share of our company at an exercise price of $1.30 for a period of 18
months. Each of the agents is a licensed broker dealer and neither of them is a
U.S. person and, in issuing these agents warrants we relied on the exemption
from the registration requirements of the Securities Act of 1933 provided by
Rule 903 of Regulation S promulgated thereunder.

On March 20, 2008, we sold 80,000 units to one investor at a
purchase price of $1.25 per unit, raising gross proceeds of $100,000. The terms
and price of this transaction were identical to the terms and pricing of the
brokered private placement closed by our company on March 20 and 25, 2008, as
described above, except that this sale of units was made in a non-brokered
private placement. The investor is an accredited investor but is not a U.S.
person (as defined in Regulation S), the offer and sale were made outside of the
U.S. and in selling these units we relied on the exemption from the registration
requirements of the Securities Act of 1933 provided by Rule 903 of Regulation S
promulgated thereunder. We are obligated to pay a finders fee of $5,000 in cash
to a finder who is also not a U.S. person.

---

- 33 -

On March 25, 2008, we issued 25,000 share purchase warrants to
the firm that acted as a sponsor for our company in connection with obtaining a
listing on the TSX Venture Stock Exchange. Each of these share purchase warrants
entitles the holder to purchase one share of our companys common stock at a
price of $1.34 until March 25, 2009. The firm to which we issued these share
purchase warrants is an accredited investor but is not a U.S. person (as defined
in Regulation S), the offer and sale occurred outside of the U.S. and in issuing
these share purchase warrants we relied on the exemption from the registration
requirements of the Securities Act of 1933 provided by Rule 903 of Regulation S
promulgated thereunder.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

Effective March 26, 2008, our common shares were listed for
trading on the TSX Venture Exchange in Canada under the symbol ATX. In order
to ensure compliance by our shareholders with the Canadian securities laws
pertaining to resales of shares of our common stock in Canada, we have asked the
TSX Venture Exchange to voluntarily halt trading of our common shares on the TSX
Venture Exchange until July 27, 2008. This trading halt does not affect trading
of our securities on our other trading markets, which will continue unaffected
by this additional listing.

On June 5, 2008, we paid to Christopher Dyakowski the last of
the five installment payments required under our mineral property option
agreement with him dated February 24, 2004, with respect to our Pinguino
property. As a result, our option to purchase the Pinguino property was deemed
exercised and we now own the property subject to a 2% net smelter return in
favour of Mr. Dyakowski. We have the right to purchase one half of Mr.
Dyakowskis net smelter returns royalty from the Pinguino property for the sum
of CAD$1,000,000 and all of it for the sum of CAD$2,000,000.

Item 6. Exhibits.

The following Exhibits are filed with this quarterly report:

|Exhibit No. | Description                                                                                                                                                                                                                                     
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                 
|3.1         | Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB-2 filed with the
      Commission on March 12, 2002 and incorporated herein by reference.                                       
|            |                                                                                                                                                                                                                                                 
|3.2         | By-laws of the Registrant, filed as an exhibit to the
      registration statement on Form SB-2 filed with the Commission on March 12,
      2002 and incorporated herein by reference.                                                         
|            |                                                                                                                                                                                                                                                 
|3.3         | Certificate of Designation of Series A Convertible
      Preferred Stock, filed as an exhibit to the annual report on Form 10-KSB
      filed with the Commission on April 30, 2004 and incorporated herein by
      reference.                 
|            |                                                                                                                                                                                                                                                 
|3.4         | Articles of Merger field with the Secretary of State of
      Nevada on November 5, 2007, filed as an exhibit to the current report on
      Form 8-K filed with the Commission on November 15, 2007 and incorporated
      herein by reference.

---

- 34 -

|3.5   | Certificate of Merger of Argentex Mining Corporation into
      Argentex Mining Corporation filed with the Secretary of State of Delaware
      on November 5, 2007, filed as an exhibit to the current report on Form 8-K
      filed with the Commission on November 15, 2007 and incorporated herein by
      reference.                         
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                     
|4.1   | 2007 Stock Option Plan, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on November 15, 2007
      and incorporated herein by reference.                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.1  | Mineral Property Option Agreement dated February 24, 2004
      between the Registrant and Chris Dyakowski, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.2  | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Chris Dyakowski, filed as an exhibit to
      the current report on Form 8-K filed with the Commission on March 4, 2004
      and incorporated herein by reference.                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.3  | Share Purchase Agreement dated February 24, 2004 between
      the Registrant and Chris Dyakowski, filed as an exhibit to the current
      report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.4  | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and San Telmo Energy Ltd., filed as an exhibit
      to the current report on Form 8-K filed with the Commission on March 4,
      2004 and incorporated herein by reference.                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.5  | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Storm Cat Energy Corp., filed as an
      exhibit to the current report on Form 8-K filed with the Commission on
      March 4, 2004 and incorporated herein by reference.                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.6  | Consulting Agreement dated February 12, 2005 between the
      Registrant and Kenneth Hicks, filed as an exhibit to the annual report on
      Form 10-KSB, filed with the Commission on May 13, 2005 and incorporated
      herein by reference.                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.7  | Consulting Agreement dated February 25, 2005 between the
      Registrant and Chris Dyakowski, and Consulting Agreement dated February
      12, 2005 between the Registrant and Kenneth Hicks, filed as an exhibit to
      the annual report on Form 10-KSB, filed with the Commission on May 13,
      2005 and incorporated herein by reference.
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.8  | Diamond Core Drilling (Surface) Agreement, dated as of
      January 18, 2005, between the Registrant and Connors Argentina S.A., filed
      as an exhibit to the current report on Form 8-K filed with the Commission
      on January 24, 2005 and incorporated herein by reference.                                                             
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.9  | Amendment to Mineral Property Acquisition Agreement dated
      June 30, 2005, filed as an exhibit to the current report on Form 8-K filed
      with the Commission on July 5, 2005 and incorporated herein by
      reference.                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.10 | Restated Amendment to Mineral Property Acquisition
      Agreement dated August 8, 2005, filed as an exhibit to the current report
      on Form 8-K, filed with the Commission on August 9, 2005 and incorporated
      herein by reference.                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.11 | Consulting Agreement dated April 12, 2007 with Frontera
      Geological Services Ltd. filed as an exhibit to our current report on Form
      8-K, filed with the Commission on April 18, 2007 and incorporated herein
      by reference.                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                     
|14.1  | Code of Ethics and Business Conduct of Officers,
      Directors and Employees, filed as an exhibit to the annual report on Form
      10-KSB filed with the Commission on April 30, 2004 and incorporated herein
      by reference.                                                                                                               

---

- 35 -

|21.1  | Subsidiaries
        of Argentex Mining Corporation                                                                                                                                                          
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                              
|      | SCRN Properties
        Ltd.                                                                                                                                                                                 
|      |                                                                                                                                                                                                              
|31.1* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Executive Officer).
|      |                                                                                                                                                                                                              
|31.2* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Financial Officer).
|      |                                                                                                                                                                                                              
|32.1* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                            
|      |                                                                                                                                                                                                              
|32.2* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).                                            

*Filed herewith

---

- 36 -

SIGNATURES

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

By:    /s/ Kenneth HicksKenneth Hicks President and Director
(Principal Executive Officer) 
Date: June 16, 2008

By:    /s/ Hamish MalkinHamish Malkin Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) 
Date:
June 16, 2008



---