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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 October 31, 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):

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- 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
December 10, 2008.

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- 3 -

PART I

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
financial statements for the quarter ended October 31, 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.

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ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2008

(Stated in U.S. Dollars)

---

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

|                                                                               |   | October 31, |   |   | January 31, |  
|------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                               |   | 2008        |   |   | 2008        |  
|                                                                               |   | (Unaudited) |   |   |             |  
|                                                                               |   |             |   |   |             |  
|ASSETS                                                                         |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current                                                                        |   |             |   |   |             |  
|Cash and cash equivalents                                                      | $ | 72,984      |   | $ | 845,219     |  
|Prepaid
      expenses                                                         |   | 30,464      |   |   | 30,576      |  
|                                                                               |   |             |   |   |             |  
|Total
      current assets                                                     |   | 103,448     |   |   | 875,795     |  
|                                                                               |   |             |   |   |             |  
|Equipment (Note 4)                                                             |   | 39,556      |   |   | 26,063      |  
|                                                                               |   |             |   |   |             |  
|                                                                               | $ | 143,004     |   | $ | 901,858     |  
|                                                                               |   |             |   |   |             |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                           |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current liabilites                                                             |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities                                 | $ | 23,471      |   | $ | 496,487     |  
|Promissory note (Note 6)                                                       |   | 150,000     |   |   | -           |  
|                                                                               |   | 173,471     |   |   | 496,487     |  
|                                                                               |   |             |   |   |             |  
|Stockholders' equity                                                           |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Preferred stock,
      100,000,000 share authorized with a par value           |   |             |   |   |             |  
|of $0.001 (issued: July 31, 2008 - Nil: January 31, 2008 -
      Nil)          |   |             |   |   |             |  
|Preferred stock, Series A
      convertible, 2,000 authorized with a par value |   |             |   |   |             |  
|of $0.001 (issued: July 31, 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: July 31, 2008 - 31,465,553;                                 |   |             |   |   |             |  
|January 31, 2008 - 28,311,552)                                                 |   |             |   |   |             |  
|Additional paid-in capital                                                     |   | 14,033,057  |   |   | 10,269,859  |  
|Deficit accumulated
      during exploration stage                             |   | (14,094,989 | ) |   | (9,892,799  | )
|                                                                               |   |             |   |   |             |  
|Total stockholders' equity                                                     |   | (30,467     | ) |   | 405,371     |  
|                                                                               |   |             |   |   |             |  
|Total
      liabilities and stockholders' equity                               | $ | 143,004     |   | $ | 901,858     |  

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

---

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

|                                           |   | Three       |   |   | Three       |   |   | Nine        |   |   | Nine        |   |   | Inception    |  
|------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                           |   | Months      |   |   | Months      |   |   | Months      |   |   | Months      |   |   | (December    |  
|                                           |   | Ended       |   |   | Ended       |   |   | Ended       |   |   | Ended       |   |   | 21, 2001) to |  
|                                           |   | October 31, |   |   | October 31, |   |   | October 31, |   |   | October 31, |   |   | October 31,  |  
|                                           |   | 2008        |   |   | 2007        |   |   | 2008        |   |   | 2007        |   |   | 2008         |  
|                                           |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|Expenses                                   |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|Consulting fees                            | $ | 60,063      |   | $ | 45,174      |   | $ | 204,931     |   | $ | 167,244     |   | $ | 1,011,257    |  
|Depreciation                               |   | 2,418       |   |   | 201         |   |   | 6,624       |   |   | 729         |   |   | 9,681        |  
|Investor relations and
      communication |   | 17,084      |   |   | 19,669      |   |   | 93,948      |   |   | 115,925     |   |   | 1,603,140    |  
|Mineral property
      interests (Note 5)  |   | 271,973     |   |   | 149,577     |   |   | 3,318,618   |   |   | 670,355     |   |   | 7,189,099    |  
|Office and sundry                          |   | (13,330     | ) |   | 23,230      |   |   | 76,252      |   |   | 48,929      |   |   | 419,906      |  
|Rent                                       |   | 6,174       |   |   | 4,334       |   |   | 22,311      |   |   | 12,610      |   |   | 79,658       |  
|Professional fees                          |   | 193         |   |   | 47,295      |   |   | 269,591     |   |   | 157,610     |   |   | 923,535      |  
|Stock-based
      compensation             |   | 26,981      |   |   | 34,481      |   |   | 139,824     |   |   | 1,022,479   |   |   | 1,962,113    |  
|Transfer agent fees                        |   | 15,686      |   |   | 8,086       |   |   | 40,311      |   |   | 16,299      |   |   | 123,836      |  
|Travel                                     |   | 2,715       |   |   | 2,831       |   |   | 38,078      |   |   | 9,527       |   |   | 255,173      |  
|                                           |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|                                           |   | (389,957    | ) |   | (334,878    | ) |   | (4,210,488  | ) |   | (2,221,707  | ) |   | (13,577,398  | )
|Interest income (expense)                  |   | -           |   |   | 21,411      |   |   | 8,298       |   |   | (8,639      | ) |   | (517,591     | )
|                                           |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|Net Loss                                   | $ | (389,957    | ) | $ | (313,467    | ) | $ | (4,202,190  | ) | $ | (2,230,346  | ) | $ | (14,094,989  | )
|                                           |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|Basic and diluted loss per share           | $ | (0.01       | ) | $ | (0.01       | ) | $ | (0.14       | ) | $ | (0.09       | ) |   |              |  
|                                           |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|Weighted average number                    |   |             |   |   |             |   |   |             |   |   |             |   |   |              |  
|of shares outstanding                      |   | 31,465,553  |   |   | 28,131,552  |   |   | 30,896,896  |   |   | 25,004,109  |   |   |              |  

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

---

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

|                                                |   | Three       |   |   | Three       |   |   | Nine        |   |   | Nine             |   |   | Inception    |  
|----------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ---------------- | - | - | ------------ | -
|                                                |   | Months      |   |   | Months      |   |   | Months      |   |   | Months           |   |   | (December    |  
|                                                |   | Ended       |   |   | Ended       |   |   | Ended       |   |   | Ended            |   |   | 21, 2001) to |  
|                                                |   | October 31, |   |   | October 31, |   |   | October 31, |   |   | October 31,      |   |   | October 31,  |  
|                                                |   | 2008        |   |   | 2007        |   |   | 2008        |   |   | 2007             |   |   | 2008         |  
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES            |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Net loss                                        | $ | (389,957    | ) | $ | (313,467    | ) | $ | (4,202,190  | ) | $ | (2,230,346       | ) | $ | (14,094,989  | )
|Items not affecting cash:                       |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Depreciation                                    |   | 2,418       |   |   | 201         |   |   | 6,624       |   |   | 729              |   |   | 9,681        |  
|Stock-based
      compensation                  |   | 26,981      |   |   | 34,481      |   |   | 139,824     |   |   | 1,022,479        |   |   | 1,912,613    |  
|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                                |   | 5,333       |   |   | (2,443      | ) |   | 112         |   |   | (2,443           | ) |   | (30,464      | )
|Accounts payable
      and accrued liabilities  |   | (96,712     | ) |   | (53,268     | ) |   | (473,016    | ) |   | (350,135         | ) |   | 163,359      |  
|Net cash used in
      operating activities     |   | (451,937    | ) |   | (334,496    | ) |   | (4,528,646  | ) |   | (1,559,716       | ) |   | (11,650,807  | )
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES      |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Issuance of convertible
      promissory notes  |   | -           |   |   | -           |   |   | -           |   |   | -                |   |   | 1,500,000    |  
|Issuance of
      promissory notes              |   | 150,000     |   |   | -           |   |   | 150,000     |   |   | -                |   |   | 790,410      |  
|Repayment of promissory notes                   |   | -           |   |   | -           |   |   | -           |   |   | (190,410         | ) |   | (640,410     | )
|Proceeds from
      issuance of capital stock   |   | -           |   |   | 180         |   |   | 3,626,528   |   |   | 2,695,850        |   |   | 10,123,028   |  
|Net cash provided by financing
      activities |   | 150,000.00  |   |   | 180         |   |   | 3,776,528   |   |   | 2,505,440        |   |   | 11,773,028   |  
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES            |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Acquisition of
      equipment                  |   | 2,114       |   |   | (1,680      | ) |   | (20,117     | ) |   | (1,680           | ) |   | (49,237      | )
|Net cash used in investing
      activities     |   | 2,114       |   |   | (1,680      | ) |   | (20,117     | ) |   | -
      1,680.00 |   |   | (49,237      | )
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Change in cash and cash equivalents             |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|during the
      period                         |   | (299,823    | ) |   | (335,996    | ) |   | (772,235    | ) |   | 944,044          |   |   | 72,984       |  
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Cash and cash equivalents,
      beginning      |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|of period                                       |   | 372,807     |   |   | 2,181,589   |   |   | 845,219     |   |   | 901,549          |   |   | -            |  
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|Cash and cash equivalents, end of period        | $ | 72,984      |   | $ | 1,845,593   |   | $ | 72,984      |   | $ | 1,845,593        |   | $ | 72,984       |  
|                                                |   |             |   |   |             |   |   |             |   |   |                  |   |   |              |  
|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.

---

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMINCEPTION,DECEMBER21, 2001, TOOCTOBER31,
2008(Unaudited) (Stated in U.S. Dollars)

|                                |            |  |   |                 |  |   |            |   |   |          |   |   | Deficit     |   |   |               |  
|------------------------------- | ---------- |  | - | --------------- |  | - | ---------- | - | - | -------- | - | - | ----------- | - | - | ------------- | -
|                                |            |  |   |                 |  |   |            |   |   |          |   |   | accumulated |   |   | Total         |  
|                                | Number of  |  |   |                 |  |   | Additional |   |   |          |   |   | During the  |   |   | Stockholders' |  
|                                | common     |  |   |                 |  |   | Paid-in    |   |   |          |   |   | Exploration |   |   | Equity        |  
|                                | shares     |  |   | Par
      Value |  |   | Capital    |   |   | Warrants |   |   | Stage       |   |   | (Deficiency)  |  
|                                |            |  |   |                 |  |   |            |   |   |          |   |   |             |   |   |               |  
|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       |  
|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, April 30, 2008         | 31,465,553 |  |   | 31,465          |  |   | 13,947,387 |   |   | -        |   |   | (12,768,028 | ) |   | 1,210,824     |  
|Stock-based compensation        | -          |  |   | -               |  |   | 58,689     |   |   | -        |   |   | -           |   |   | 58,689        |  
|Net
      loss                  | -          |  |   | -               |  |   | -          |   |   | -        |   |   | (937,004    | ) |   | (937,004      | )
|Balance, July 31, 2008          | 31,465,553 |  | $ | 31,465          |  | $ | 14,006,076 |   | $ | -        |   | $ | (13,705,032 | ) | $ | 332,509       |  
|Stock-based compensation        | -          |  |   | -               |  |   | 26,981     |   |   | -        |   |   | -           |   |   | 26,981        |  
|Net loss                        | -          |  |   | -               |  |   | -          |   |   | -        |   |   | (389,957    | ) |   | (389,957      | )
|Balance,
      October 31, 2008 | 31,465,553 |  |   | 31,465          |  |   | 14,033,057 |   |   | -        |   |   | (14,094,989 | ) |   | (30,467       | )

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

---

- 9 -

ARGENTEX MINING CORPORATION (An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31,
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 nine month period ended October 31, 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 $14,094,989 for the
      cumulative period from December 21, 2001 (inception) to October 31, 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.                                                                

---

- 10 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 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                                                                                                                                                                                                                                                                                                                                                                                                               

| |                        |   |        |  |   | October 31, 2008 |  |   |          | 
| | ---------------------- | - | ------ |  | - | ---------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated      |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation     |  |   | Value    | 
| |                        |   |        |  |   |                  |  |   |          | 
| | Equipment              | $ | 24,918 |  | $ | 3,112            |  | $ | 21,806   | 
| | Furniture and fixtures |   | 8,859  |  |   | 1,316            |  |   | 7,543    | 
| | Computer equipment     |   | 15,460 |  |   | 5,253            |  |   | 10,207   | 
| |                        | $ | 49,237 |  | $ | 9,681            |  | $ | 39,556   | 

| |                        |   |        |  |   | 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)                        
|   |                           
|   |                           
|   |                           
|   |                           

---

- 11 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 2008(Unaudited) 
  (Stated in U.S. Dollars)

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

---

- 12 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 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
    
    
    Nine
    
    
    Nine
    
    
    InceptionMonths
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    (DecemberEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    21, 2001) toOctober 31,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008Pinguino Project:Acquisition
    $
    -
    
    $
    -
    
    $
    128,266
    
    $
    93,700
    
    $
    417,981Assaying, testing and analysis
    
    163,965
    
    
    11,858
    
    
    255,253
    
    
    44,187
    
    
    467,503Camp and field supplies
    
    63,403
    
    
    36,474
    
    
    441,087
    
    
    202,815
    
    
    1,287,386Drilling
    
    3,070
    
    
    81,038
    
    
    2,238,511
    
    
    235,777
    
    
    4,042,314Geological and geophysical
    
    29,370
    
    
    16,667
    
    
    223,323
    
    
    69,223
    
    
    712,417Travel and accommodation
    
    9,127
    
    
    2,780
    
    
    28,216
    
    
    14,978
    
    
    98,980268,935
    
    
    148,817
    
    
    3,314,656
    
    
    660,680
    
    
    7,026,581Condor Project:Acquisition
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    7,528Camp and field supplies
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    198Geological and geophysical
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    4,185-
    
    
    -
    
    
    -
    
    
    -
    
    
    11,911Santa Cruz Properties:Acquisition
    
    -
    
    
    792
    
    
    924
    
    
    5,937
    
    
    18,055-
    
    
    792
    
    
    924
    
    
    5,937
    
    
    18,055Rio Negro Properties:Camp and field supplies
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    51,836Geological and geophysical
    
    3,038
    
    
    32
    
    
    3,038
    
    
    3,738
    
    
    39,697Travel and accommodation
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    9,6143,038
    
    
    32
    
    
    3,038.00
    
    
    3,738
    
    
    101,147Other:
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    31,405$
    271,973
    
    $
    149,577
    
    $
    3,318,618
    
    $
    670,355
    
    $
    7,189,099


|6. | PROMISSORY NOTE                                                          
|-- | -------------------------------------------------------------------------
|   |                                                                          
|   | The promissory note is unsecured and is comprised of the
      following:

October 31,
    
    
    January 31,Date Issued
    
    Maturity
    
    Interest Rate
    
    
    2008
    
    
    2008October 15, 2008
    
    October 15, 2009
    
    8%
    
    $
    150,000
    
    $
    -$
    150,000
    
    $
    -


---

- 13 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|7. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 20, 2008, the Company completed a brokered
      private placement and issued 2,116,000 units for gross proceeds of
      $2,645,000. 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. The Company 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
      in the brokered private placement).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 20, 2008, the Company 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 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.                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 20, 2008, the company completed a private
      placement and issued 80,000 units for gross proceeds of $100,000. 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. The
      Company paid a finders fee of $5,000 in cash to a finder.                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 25, 2008, the Company completed a brokered
      private placement and issued 884,000 units for gross proceeds of
      $1,105,000. . 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. We paid a cash commission of $77,350 to an agent for
      services rendered in the closing the private placement.                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 25, 2008, the Company 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 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.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 25, 2008, the Company issued 25,000 share
      purchase warrants to a Canadian agent as part of the consideration for the
      Canadian agents services in acting as the Companys sponsor regarding the
      Companys listing application to the Canadian TSX Venture Stock Exchange.
      These share purchase warrants entitle the holder to purchase one share of
      the Companys common stock at a price of $1.34 until March 25,
  2009.                                                                                                                                                                                             

---

- 14 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|7. | 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, 2008       |  | 2,730,887 |   |   | 1.50             | 
| | Issued                            |  | 1,872,000 |   |   | 1.56             | 
| | Expired                           |  | (125,000  | ) |   | 1.75             | 
| | Balance at
      October 31, 2008 |  | 4,477,887 |   | $ | 1.51             | 

At October 31, 2008, the following
share purchase warrants were outstanding and exercisable:

| | Number of | Exercise |                   
| | --------- | -------- | ------------------
| | shares    | Price    | Expiry Date       
| |           |          |                   
| | 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  
| | 65,360    | $ 1.85   | February 28, 2009 
| | 8,277     | $ 1.35   | February 28, 2009 
| | 900,000   | $ 1.25   | April 13, 2009    
| | 900,000   | $ 1.50   | July 4, 2009      
| | 90,000    | $ 1.50   | July 4, 2009      
| | 1,135,000 | $ 1.60   | September 20, 2009
| | 190,440   | $ 1.30   | September 20, 2009
| | 467,000   | $ 1.60   | September 25, 2009
| | 79,560    | $ 1.30   | September 25, 2009
| |           |          |                   
| | 4,477,887 |          |                   

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%.

---

- 15 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|7. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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, 2007 |  | 2,140,000 |   | $ | 0.37             | 
| | Granted                     |  | 250,000   |   |   | 1.26             | 
| | Expired                     |  | 0         |   |   | -                | 
| | Exercised                   |  | (666,666  | ) |   | 0.32             | 
| | Balance at January 31, 2008 |  | 1,723,334 |   |   | 0.52             | 
| | Granted                     |  | 150,000   |   |   | 0.35             | 
| | Balance at October 31, 2008 |  | 1,873,334 |   | $ | 0.50             | 

At October 31, 2008, the following
stock options were outstanding:

Number of
    Exerciseshares
    Price
    Expiry Date270,000
    $ 0.25
    December 13, 200950,000
    $ 0.25
    June 29, 2010400,000
    $ 0.49
    February 7, 2011200,000
    $ 0.58
    February 9, 2011120,000
    $ 0.62
    March 10, 2010433,334
    $ 0.25
    June 26, 2015150,000
    $ 1.35
    May 11, 2011100,000
    $ 1.13
    November 13, 2012150,000
    $ 1.35
    October 28, 20131,873,334


Stock-based compensation

Total stock-based compensation
recognized during the nine months ended October 31, 2008 was $139,824 (2007 -
$1,022,429). Stock-based compensation has been recorded in the consolidated
statements of operations as stock-based compensation.

---

- 16 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|7. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | Stock-based compensation expensed for the period ended
      October 31, 2008 relates to options granted up to October 31, 2008 but not
      vested before January 31, 2008. The expense related to those options,
      valued at $169,750, is being recognized over the vesting period. The
      following assumptions were used for the Black- Scholes Options Pricing
      Model:

| |                          | Nine Months | Nine Months
| | ------------------------ | ----------- | -----------
| |                          | Ended       | Ended      
| |                          | October 31, | October 31,
| |                          | 2008        | 2007       
| |                          |             |            
| | Risk-free interest rate  | 2%          | 4.23%      
| | Expected life of options | 5.0 years   | 4.0 years  
| | Annualized volatility    | 86%         | 93%        
| | Dividend rate            | 0%          | 0%         
| |                          |             |            

|8. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   |                           

---

- 17 -

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  OCTOBER 31, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|9. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|   | At July 31, 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:

| |                     |   | October 31, |  |   | January 31, | 
| | ------------------- | - | ----------- |  | - | ----------- | 
| |                     |   | 2008        |  |   | 2008        | 
| |                     |   |             |  |   |             | 
| | Identifiable assets |   |             |  |   |             | 
| | Canada              | $ | 118,734     |  | $ | 839,400     | 
| | Argentina           |   | 24,270      |  |   | 62,458      | 
| |                     | $ | 143,004     |  | $ | 901,858     | 

| |                     |   | Nine        |  |   | Nine        | 
| | ------------------- | - | ----------- |  | - | ----------- | 
| |                     |   | Months      |  |   | Months      | 
| |                     |   | Ended       |  |   | Ended       | 
| |                     |   | October 31, |  |   | October 31, | 
| |                     |   | 2008        |  |   | 2007        | 
| |                     |   |             |  |   |             | 
| | Loss for the period |   |             |  |   |             | 
| | Canada              | $ | 1,021,718   |  | $ | 1,455,998   | 
| | Argentina           |   | 3,180,472   |  |   | 774,348     | 
| |                     | $ | 4,202,190   |  | $ | 2,230,346   | 

|9. | SUBSEQUENT EVENT                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                              
|   | Subsequent to October 31, 2008, 438,200 warrants with a
      weighted average exercise price of $1.75 expired
  unexercised.

---

- 18 -

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.

---

- 19 -

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 and we have
concentrated almost all of our recent exploration efforts on this property.
During the next year we intend to continue to focus our exploration efforts
primarily on the Pinguino property but, given the current state of the economy
and its effect on the securities markets in general and our share price in
particular, we believe that we will find it difficult to raise money to fund
exploration until the markets recover. Because we have traditionally funded our
exploration programs through the sale of our equity securities, we believe that,
even if we could secure financing through the sale of equity in the current
economic climate, the resulting dilution to our existing shareholders would be
extreme. Therefore, we have decided to temporarily suspend our exploration
expenditures on all of our properties, including the Pinguino property, and base
our plan of operations for the next 12 months on the assumption that during this
period we will budget only for the maintenance of our mineral properties and
other essential expenses. When further exploration is economically feasible, we
intend to continue the exploration of our Pinguino property using a combination
of geophysics, soil geochemistry, trenching and drilling, testing the limits of
known mineralization as well as new target testing.

We anticipate that we will incur the following expenses during
the 12 month period ending December 31, 2009:

Estimated Funding Required During the Next 12 MonthsExpense
    AmountMineral
      exploration expenses and holding costs
    $50,000General and
      administrative expenses
    $310,000Investor relations
    $50,000Total
    $572,000Cash on hand,
      November 30, 2008, estimated
    $45,000Estimated excess of cash requirements over cash
      resources
    $527,000


During the 12 months ending December 31, 2009, we anticipate
that we will require approximately $572,000 in order to fund the plan of
operations outlined above. On October 31, 2008, we had cash in the amount of
$72,984 and a working capital deficit of $70,023. On October 14, 2008, we
borrowed $150,000 from one investor in an unsecured loan transaction evidenced
by a simple promissory note pursuant to which we are required to repay the
principal amount, together with simple interest at a rate of 8%, on demand,
provided that the investor has agreed that he will not demand repayment until on
or after October 15, 2009. Our cash on hand as at the date of this quarterly
report on Form 10-Q is not sufficient to fund our budgeted operating
requirements for the next 12 months. In addition, our budget could increase
during the year in response to matters that are not aware of at the date of this
quarterly report. Regardless of whether our budget remains the same or increases
during the year, we do not have enough money to fund our budgeted requirements
and 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

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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.

Expenses

Our operating results for the three and six month periods ended
October 31, 2008 and October 31, 2007 and the changes between those periods for
the respective items are summarized as follows:

ChangebetweenperiodendedThree Month
    Three Month
    Nine Month
    Nine Month
    October 31,Period Ended
    Period Ended
    Period Ended
    Period Ended
    2008 andOctober 31,
    October 31,
    October 31,
    October 31,
    October 31,2008
    2007
    2008
    2007
    2007Mineral exploration
    $271,973
    $149,577
    $3,318,618
    $670,355
    $(2,648,263)activitiesStock-based
    $26,981
    $34,481
    $139,824
    $1,022,479
    $882,655compensationOther general &
    $91,003
    $129,409
    $743,748
    $537,512
    $(206,236)administrative


Liquidity and Financial Condition

Working Capital

|                          |                         |                  | Change between period 
|------------------------- | ----------------------- | ---------------- | ----------------------
|                          | Nine Month Period Ended |                  | ended October 31, 2008
|                          | October 31, 2008        | January 31, 2008 | and January 31, 2008  
|Current Assets            | $103,448                | $875,795         | $(772,347)            
|Current
      Liabilities | $173,471                | $496,487         | $323,016              
|Working Capital (deficit) | $(70,023)               | $379,308         | $(449,331)            

Cash Flows ChangebetweenThree
    
    
    periodMonth
    
    
    endedThree Month
    Period
    Nine Month
    Nine Month
    October 31,Period Ended
    Ended
    Period Ended
    **Period
      Ended**
    2008 andOctober 31,
    October 31,
    October 31,
    October 31,
    October 31,2008
    2007
    2008
    2007
    2007Cash Flows used in Operating Activities
    $(451,937)
    $(334,496)
    $(4,528,646)
    $(1,559,716)
    $(2,968,930)Cash Flows used in Investing Activities
    $2,114
    $(1,680)
    $(20,117)
    $(1,680)
    $(18,437)Cash Flows provided by Financing Activities
    $150,000
    $180
    $3,776,528
    $2,505,440
    $1,271,088Net Increase (Decrease) in Cash During
      Period
    $(299,823)
    $335,996
    $(772,235)
    $944,044
    $(1,716,279)


At October 31, 2008, our total assets were $143,004, which
consisted primarily of cash and cash equivalents of $72,984, prepaid expenses of
$30,464 and equipment of $39,556.

Current liabilities for the nine month period ended October 31,
2008 were $173,471 and decreased by 65% as compared to the balance as at January
31, 2008, primarily as a result of paying previously accrued and unpaid drilling
expenditures offset by new borrowing of $150,000.

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The principal components of the loss for the nine month period
ended October 31, 2008 were mineral property interests, stock-based
compensation, professional fees and consulting fees.

Operating expenses for the three month period ended October 31,
2008 increased by 24% as compared to the comparative period in 2007 primarily as
a result of increased mineral property expenditures offset by reduced
stock-based compensation.

Operating expenses for the nine month period ended October 31,
2008 increased by 88% as compared to the comparative period in 2007 primarily as
a result of increased mineral property expenditures offset by reduced
stock-based compensation.

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 December 31, 2009.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending January 31, 2010.

Employees

As of October 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 October 31, 2008, we incurred losses of $14,094,989. 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.

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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.

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

Effective January 1, 2008, we adopted SFAS No. 157, Fair Value
Measurements (FAS 157). In February of 2008, the FASB issued a staff position
that delays the effective date of SFAS 157 for all non-financial assets and
liabilities except for those recognized or disclosed at least annually.
Therefore, we have adopted the provision of FAS 157 with respect to our
financial assets and liabilities only. FAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Fair value is defined under FAS 157 as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measure date.

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Valuation techniques used to measure fair value under FAS 157
must maximize the use of observable inputs and minimize the use of unobservable
inputs. The standard describes a fair-value hierarchy based on three levels of
inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value. The adoption of this
statement did not have a material impact on our consolidated results of
operations and financial condition.

Effective January 1, 2008, we adopted FAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities (FAS 159) which
permits entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair
value. We did not elect to adopt the fair value option under this Statement.

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.

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.

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- 24 -

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 are based on the price of
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.

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- 25 -

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 December 31, 2009, we expect to
spend approximately $50,000 on the maintenance of our mineral properties and our
company. 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 nine month period ended October 31, 2008, we incurred
a net loss of $4,202,190. From inception through October 31, 2008, we have
incurred an aggregate loss of $14,094,989. 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 October 31, 2008, we had cash and cash equivalents
in the amount of approximately $72,984. We estimate our average monthly
operating expenses to be approximately $44,000, 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 December 31, 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.

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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.

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

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- 27 -

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.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at October 31, 2008, which is the end of the period
covered by this report. This evaluation was carried out by our Chief Executive
Officer and Chief Financial Officer. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that the design and
operation of our disclosure controls and procedures are effective as at the end
of the period covered by this report.

There were no changes in our internal control over financial
reporting during the fiscal quarter ended October 31, 2008 that have materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

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.

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

On October 28, 2008, we granted stock options to one of our
consultants to purchase 150,000 shares of our common stock. These options were
granted pursuant to our 2007 Stock Option Plan with an exercise price of $0.35
per share and a term of five (5) years. We issued these securities to a non U.S.
person (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

On October 14, 2008, we borrowed $150,000 from one investor in
an unsecured loan transaction evidenced by a simple promissory note pursuant to
which we are required to repay the principal amount, together with simple
interest at a rate of 8%, on demand. The investor has agreed that he will not
demand repayment until on or after October 15, 2009.

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.                                                                           
|            |                                                                                                                                                                                                                                                                                                                            
|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.                                                 

---

- 29 -

|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.                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                             
|10.12 | Private Placement
        Subscription Agreement dated October 14, 2008 with Georgia Georgopoulous
        filed as an exhibit to our current report on Form 8-K, filed with the
        Commission on October 21, 2008 and incorporated herein by reference.                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                             
|10.13 | Promissory Note
        dated October 15, 2008 in the amount of $150,000 filed as an exhibit to
        our current report on Form 8-K, filed with the Commission on October 21,
        2008 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.                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                             
|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

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- 30 -

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 Hicks Kenneth Hicks President and
Director (Principal Executive Officer) Date: December 15, 2008

By: /s/ Hamish Malkin Hamish Malkin Chief Financial
Officer (Principal Financial Officer and Principal Accounting Officer)
Date: December 15, 2008



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