---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x  QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 31, 2004

 ̈ TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number:0-26277

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

|Nevada                          | 71-0867623         
|------------------------------- | -------------------
|(State or other jurisdiction of | (IRS Employer      
|incorporation or organization)  | Identification No.)

1066 West Hastings Street 
  Suite 2000 Vancouver, BC V6E 3X2
  (Address of principle executive offices)

(604) 601-8336
  (Registrant's telephone number, including area code)

________________________________________________________________
  
  (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 past 12 months (or for such shorter period that the registrant
  was required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days. Yes x No  ̈

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents
  and reports required to be filed by Section 12, 13 or 15(d) of the Securities
  Exchange Act of 1934 after the distribution of securities under a plan confirmed
  by a court. Yes  ̈ No
   ̈

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the registrant's
  classes of common equity, as of the latest practicable date: 20,259,998 shares
  issued and outstanding as of December 1, 2004

---



INDEX

|PART I  | FINANCIAL INFORMATION |                                                                                                                                                                                
|------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                       |                                                                                                                                                                                
|        | ITEM 1                | Consolidated balance sheets
      at October 31, 2004 (unaudited) and January 31, 2004                                                                                         
|        |                       |                                                                                                                                                                                
|        |                       | Consolidated statement of
      loss and deficit for the three and nine months ended October 31, 2004 and
      2003 and from December 21, 2001 to October 31, 2004 (unaudited)
|        |                       |                                                                                                                                                                                
|        |                       | Consolidated statement of
      cash flows for the three and nine months ended October 31, 2004 and 2003
      and from December 21, 2001 to October 31, 2004 (unaudited)      
|        |                       |                                                                                                                                                                                
|        |                       | Notes to consolidated financial
      statements                                                                                                                               
|        |                       |                                                                                                                                                                                
|        | ITEM 2                | Plan of Operation                                                                                                                                                              
|        |                       |                                                                                                                                                                                
|        | ITEM 3                | Controls and Procedures                                                                                                                                                        
|        |                       |                                                                                                                                                                                
|PART II | OTHER INFORMATION     |                                                                                                                                                                                
|        |                       |                                                                                                                                                                                
|        | ITEM 1                | Legal proceedings                                                                                                                                                              
|        | ITEM 2                | Changes in securities and small
      business issuer purchases of equity securities                                                                                           
|        | ITEM 3                | Defaults upon senior securities                                                                                                                                                
|        | ITEM 4                | Submission of matters to a
      vote of security holders                                                                                                                      
|        | ITEM 5                | Other information                                                                                                                                                              
|        | ITEM 6                | Exhibits                                                                                                                                                                       
|        |                       |                                                                                                                                                                                
|        | SIGNATURES            | 10                                                                                                                                                                             

2

---



(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Unaudited) 
  (Stated in U.S. Dollars)

F-1

---

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

|                                                                           | OCTOBER 31  |   | JANUARY 31 |  
|-------------------------------------------------------------------------- | ----------- | - | ---------- | -
|                                                                           | 2004        |   | 2004       |  
|                                                                           | $           |   | $          |  
|                                                                           | (unaudited) |   | (audited)  |  
|                                                                           |             |   |            |  
|ASSETS                                                                     |             |   |            |  
|                                                                           |             |   |            |  
|Current                                                                    |             |   |            |  
|Cash                                                                       | 195,800     |   | 5,843      |  
|Prepaid expenses                                                           | 906         |   | -          |  
|                                                                           |             |   |            |  
|Total Assets                                                               | 196,706     |   | 5,843      |  
|                                                                           |             |   |            |  
|LIABILITIES                                                                |             |   |            |  
|                                                                           |             |   |            |  
|Current                                                                    |             |   |            |  
|Accounts payable                                                           | 35,546      |   | 6,854      |  
|Accrued liabilities                                                        | 4,000       |   | 3,000      |  
|Total Liabilities                                                          | 39,546      |   | 9,854      |  
|                                                                           |             |   |            |  
|SHAREHOLDERS' EQUITY (DEFICIENCY)                                          |             |   |            |  
|                                                                           |             |   |            |  
|Preferred Stock, 100,000,000 shares authorized with a par
      value of   | -           |   | -          |  
|$0.001, none issued                                                        |             |   |            |  
|                                                                           |             |   |            |  
|Preferred Stock, Series A convertible, 2000 shares authorized
      with a | 2           |   | -          |  
|par value of $0.001, 2000 and nil issued and outstanding
      at October  |             |   |            |  
|31, 2004 and January 31, 2004 respectively                                 |             |   |            |  
|                                                                           |             |   |            |  
|Common Stock, 100,000,000 shares authorized with a par value
      of      | 20,260      |   | 9,620      |  
|$0.001, 20,259,998 and 9,620,000 issued and outstanding
      at October   |             |   |            |  
|31, 2004 and January 31, 2004 respectively                                 |             |   |            |  
|                                                                           |             |   |            |  
|Additional Paid in Capital                                                 | 2,143,965   |   | 87,780     |  
|                                                                           | 2,164,227   |   | 97,400     |  
|                                                                           |             |   |            |  
|Deficit Accumulated During The Exploration Stage                           | (2,007,067  | ) | (101,411   | )
|                                                                           | 157,160     |   | (4,011     | )
|                                                                           |             |   |            |  
|Total Liabilities and Stockholders' Equity (Deficiency)                    | 196,706     |   | 5,843      |  

F-2

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF LOSS(Unaudited) 
  (Stated in U.S. Dollars)

|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   | INCEPTION    |  
|------------------------------------ | - | ------------------ | - | - | ----------------- | - | - | ----------- | - | - | --------- | - | - | ------------ | -
|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   | DECEMBER 21, |  
|                                     |   | THREE MONTHS ENDED |   |   | NINE MONTHS ENDED |   |   | 2001 TO     |  
|                                     |   | OCTOBER 31,        |   |   | OCTOBER 31,       |   |   | OCTOBER 31, |  
|                                     |   | 2004               |   |   | 2003              |   |   | 2004        |   |   | 2003      |   |   | 2004         |  
|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|Expenses                             |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|Mineral property acquisition         |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|and exploration                      |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|expenditures                         | $ | 188,989            |   | $ | -                 |   | $ | 513,434     |   | $ | 8,333     |   | $ | 528,891      |  
|Consulting fees                      |   | 38,481             |   |   | -                 |   |   | 121,209     |   |   | 2,000     |   |   | 128,009      |  
|Investor relations                   |   | 129,669            |   |   | -                 |   |   | 1,114,889   |   |   | -         |   |   | 1,114,889    |  
|Office and sundry                    |   | 5,687              |   |   | 621               |   |   | 32,242      |   |   | 1,153     |   |   | 35,266       |  
|Rent                                 |   | 1,623              |   |   | 150               |   |   | 4,849       |   |   | 450       |   |   | 6,234        |  
|Professional fees                    |   | 9,879              |   |   | 3,232             |   |   | 55,794      |   |   | 11,150    |   |   | 128,099      |  
|Transfer agent and
      filing fees |   | 6,895              |   |   | 40                |   |   | 39,658      |   |   | 745       |   |   | 42,098       |  
|Travel                               |   | 14,824             |   |   | -                 |   |   | 23,581      |   |   | -         |   |   | 23,581       |  
|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|Loss For The Period                  |   | (396,047           | ) |   | (4,043            | ) |   | (1,905,656  | ) |   | (23,831   | ) | $ | (2,007,067   | )
|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|Loss Per Share                       | $ | (0.02              | ) | $ | (0.01             | ) | $ | (0.11       | ) | $ | (0.01     | ) |   |              |  
|                                     |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|Weighted Average Number Of           |   |                    |   |   |                   |   |   |             |   |   |           |   |   |              |  
|Shares Outstanding                   |   | 20,259,998         |   |   | 9,620,000         |   |   | 18,046,032  |   |   | 9,620,000 |   |   |              |  

F-3

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) 
  (Stated in U.S. Dollars)

|                                                         |                   |   |         |   | Inception    |  
|-------------------------------------------------------- | ----------------- | - | ------- | - | ------------ | -
|                                                         |                   |   |         |   | December 21, |  
|                                                         |                   |   |         |   | 2001to       |  
|                                                         | NINE MONTHS ENDED |   | OCTOBER |  
|                                                         | OCTOBER 31,       |   | 31,     |  
|                                                         | 2004              |   | 2003    |   | 2004         |  
|                                                         | $                 |   | $       |   |              |  
|                                                         |                   |   |         |   |              |  
|Cash Flows From Operating Activities                     |                   |   |         |   |              |  
|Loss for the period                                      | (1,905,656        | ) | (23,831 | ) | (2,007,067   | )
|                                                         |                   |   |         |   |              |  
|Adjustments To Reconcile Net Loss To Net Cash            |                   |   |         |   |              |  
|Used By Operating Activities                             |                   |   |         |   |              |  
|Shares issued for non-cash                               | 2,660             |   | -       |   | 2,660        |  
|Change in prepaid expenses                               | (906              | ) | -       |   | (906         | )
|Change in accounts
      payable and accrued liabilities | 29,692            |   | 9,723   |   | 39,546       |  
|                                                         | (1,874,210        | ) | (14,108 | ) | (1,965,767   | )
|                                                         |                   |   |         |   |              |  
|Cash Flows From Financing Activity                       |                   |   |         |   |              |  
|Issuance of share capital                                | 2,064,167         |   | -       |   | 2,161,567    |  
|                                                         |                   |   |         |   |              |  
|Increase (Decrease) In Cash                              | 189,957           |   | (14,108 | ) | 195,800      |  
|                                                         |                   |   |         |   |              |  
|Cash, Beginning Of Period                                | 5,843             |   | 28,302  |   | -            |  
|                                                         |                   |   |         |   |              |  
|Cash, End Of Period                                      | 195,800           |   | 14,194  |   | 195,800      |  

F-4

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Stated in U.S. Dollars)

|1. | OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | 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.
        Upon location of a commercial mineable reserve, the Company expects to
        actively prepare the site for its extraction and enter a development stage.                                                                                                                                                                                                                                                                                                              
|  
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | The accompanying consolidated financial statements
        have been prepared assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | As shown in the accompanying consolidated financial
        statements, the Company has incurred a loss of $2,007,067 for the
        period from December 21, 2001 (inception) to October 31, 2004, and has
        no sales. 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. 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.
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | 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 necessarily involves the use of estimates
        which have been made using careful judgement.                                                                                                                                                                                                                                                           

F-5

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 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:
|  
|   | a)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | b)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | c)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | d)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                              

F-6

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | e)                                        
|  
|   |                                           
|  
|   | f)                                        
|  
|   |                                           
|  
|3. | MINERAL PROPERTY INTEREST                 
|  
|   | a)                                        
|  
|   |                                           
|  
|   |                                           

F-7

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Stated in U.S. Dollars)

|3. | MINERAL PROPERTY INTEREST (continued)
|-- | -------------------------------------
|  
|   | b)                                   
|  
|   |                                      
|  
|   |                                      
|  
|   | c)                                   
|  
|   |                                      

F-8

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Stated in U.S. Dollars)

|3. | MINERAL PROPERTY INTEREST (continued)
|-- | -------------------------------------
|  
|   |                                      
|  
|   | d)                                   
|  
|   | e)                                   
|  
|4. | SHARE CAPITAL                        
|  
|   | a)                                   
|  
|   | b)                                   
|  
|   | c)                                   
|  
|   | d)                                   

F-9

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation) 
  (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2004(Stated in U.S. Dollars)

|5. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|  
|   | a)                        
|  
|   | b)                        

F-10

---

Item 2.     Plan of Operations

The following discussion and analysis explains the major factors
  affecting our financial condition. We are a start-up, exploration stage company
  and have not yet generated or realized any revenues from our business operations.
  We must raise cash in order to implement our plan and stay in business.

Our continued existence and plans for future growth depend
  on our ability to obtain the capital necessary to operate, through the generation
  of revenue and the issuance of additional debt or equity. While we believe that
  we have sufficient resources to continue in business until December 2004, we
  may not be able to continue in business beyond that date unless we obtain additional
  capital to pay our bills. Our management has not made a commitment of financial
  support to meet future obligations and we have not generated any revenues and
  no revenues are anticipated unless and until mineralized material is discovered
  on the properties that we have an interest in. Accordingly we must raise cash
  from other than the sale of mineralized materials. We will be conducting research
  in connection with the exploration of our properties. We are not planning to
  buy or sell any plant or significant equipment.

Recent Developments

SANTA CRUZ PROVINCE

Pinguino

A property-wide prospecting program at Pinguino in Santa Cruz
  province has confirmed more than 15 miles (25 kilometers) of mineralized vein
  system contained in multiple zones, the largest of which is the Marta vein system.
  To date, we have conducted selected trench sampling of existing trenches, testing
  20 of the 155 open trenches from the previous operator. Results from the spring
  geophysical program have been received and they confirm an extensive depth potential
  of the Marta vein system. Soil geochemistry has also proven to be an excellent
  tool in the search for hidden veins, undiscovered in the previous exploration
  history, and trenching continues to expose more of the mineralized vein system.

This Phase 1 exploration program collected more than 200 diamond
  saw channel samples from 20 of the 155 existing trenches on the property. Significant
  intervals of silver-gold mineralization were encountered, including some extremely
  rich silver grades such as Trench TM 136 with 7.5 feet of 182.68 ounces per
  ton Ag (Silver). These are considered encouraging exploration results in our
  search for gold-silver deposits in Santa Cruz province.

More than 1,000 soil samples were collected in a tight grid
  pattern over existing vein exposure and beyond into areas covered by a thin
  overburden. Results reveal excellent gold-silver correlation with existing veins
  and the discovery of “hidden” vein structures not obvious during
  prospecting.

Also during Phase 1, 24 line miles (38.5 line kilometers) of
  geophysics were completed over significant segments of the Marta vein system.
  Results received from the independent

3

---

geophysical contractor show a good correlation with gold-silver
  mineralization exposed in the trenches as well as a considerable depth extension
  and continuity of the favorable structure in excess of 650 feet (200 meters).

Phase 2 exploration is continuing at Pinguino, where more than
  170 new trenches have been excavated. A magnetometer survey is in progress and
  additional fill-in and reconnaissance soil samples are being collected. The
  exploration target is additional subsidiary veins which might be covered by
  a thin overburden.

In summary, the geochemistry and geophysical work completed
  to date at Pinguino has generated a large number of excellent drill targets
  for the upcoming diamond drill program in early 2005. Prospecting continues
  to generate new discoveries and resampling of existing trenches has returned
  good surface values of gold-silver mineralization. Geophysics has also revealed
  good depth potential and correlation with surface mineralization.

There can be no assurance that future exploration will reveal
  any significant amounts of gold available for commercial mining.

El Condor

Results from the 3.10 mile (5 kilometer) geophysical survey
  at El Condor, also located in Santa Cruz province, have been received. This
  initial survey displayed large chargeability and resistivity anomalies below
  the surface mineralization, which contains visible gold. A small soil grid returned
  moderately anomalous precious metal values in widespread locations.

RIO NEGRO PROVINCE

Extensive property work continues to generate new epithermal
  vein discoveries and expand the known zones of visible gold within the first
  discovery area (announced on June 30, 2004). Two zones situated approximately
  1,640 feet (500 meters) apart are known to contain visible gold with grab samples
  up to 4.63 ounce per ton Au (Gold) (144 grams per ton Au (Gold)). These results
  indicate a significantly enriched gold environment on surface. The discoveries
  are open in all directions and are within a large alteration zone.

The Phase 2 exploration program at Rio Negro was completed
  in September. It focused on examining our extensive land position in the Los
  Menucos area with two objectives. The first was to follow-up on the previously
  reported gold discovery in which reconnaissance sampling of a newly discovered
  quartz vein returned gold assays ranging up to 0.13 ounce per ton Au (Gold).
  This level of gold value in a reconnaissance program is encouraging. The discovery
  lies within a large hydrothermally altered zone which exceeds 0.6 square miles
  (one square kilometer), suggesting that gold mineralization might be widespread.

In the general area of known mineralization, an extensive control
  grid was established and geological mapping, soil sampling and geophysical tests
  were carried out. Over 1,000 soil samples and 45 rock samples were collected
  from within the grid. Geochemical anomalies in gold and pathfinder elements
  were found but they were low in magnitude. Prospecting,

4

---

however, discovered a new quartz vein-breccia zone approximately
  1,640 feet (500 meters) from the original discovery, containing abundant visible
  gold. Rock grab samples with anomalous gold values were reanalyzed with instructions
  to screen for metallic gold and carry out a standard fire assay. These assay
  results returned significant values of gold and the results are encouraging.

Mapping traced out an additional two separate vein systems for 0.8 miles (1.3
  kilometers) and 1.85 miles (3 kilometers), respectively. Grab samples from these
  vein systems returned anomalous values in pathfinder elements and precious metals.

A magnetometer survey was carried out on the soil grid area and initial results
  appear to show a positive correlation of magnetic lows and the exposed veins.
  Further interpretation is ongoing.

The second objective of the Rio Negro program was to continue reconnaissance
  work on the company’s outlying properties within the Los Menucos area.
  We utilized our expanding knowledge of the region to target prospective areas
  of gold mineralization.

During regional prospecting of the other properties, two new epithermal style
  veins were discovered, with each being 1,640 feet (500 meters) in length. Quartz
  vein breccia, crustiform quartz layers and chalcedonic quartz were evident.
  Samples have been submitted for analysis and we are awaiting the results.

There can be no assurance that future exploration will reveal any significant
  amounts of gold available for commercial mining.

Results of Operations - Three and Nine Months Ended October
  31, 2004

We did not earn any revenues during the nine months ended
  October 31, 2004. We do not anticipate earning revenues until such time as we
  have entered into commercial production of our mineral properties. We are presently
  in the exploration stage of our business and we can provide no assurance that
  we will discover commercially exploitable levels of mineral resources on our
  properties, or if such resources are discovered, that we will enter into commercial
  production of our mineral properties.

We incurred operating expenses in the amount of $396,047
  and $1,905,656 for the three and nine months ended October 31, 2004, respectively.
  These operating expenses included: (a) payments of $188,989 and $513,434
  for the three and nine month periods in connection with acquisition and exploration
  of properties; (b) investor relations expenses in the amount of $129,669
  and $1,114,889 for the three and nine month periods; (c) office related
  fees in the amount of $5,687 and $32,242 for the three and nine month
  periods; (d) rent in the amount of $1,623 and $4,849 for the three and
  nine month periods; (e) professional fees in the amount of $9,879 and $55,794
  for the three and nine month periods; (f) transfer agent and filing fees in
  the amount of $6,895 and $39,658 for the three and nine month periods;
  and (g) consulting fees in the amount of $38,481 and $121,209 for the
  three and nine month periods.

We incurred a loss in the amount of $396,047 and $1,905,656
  for the three and nine months ended October 31, 2004.

5

---

Liquidity and Capital Resources

There is limited historical financial information about our
  company upon which to base an evaluation of our performance. We are an exploration
  stage company and have not generated any revenues from operations.

Our continued existence and plans for future growth depend
  on our ability to obtain the capital necessary to operate, through the generation
  of revenue and the issuance of additional debt or equity. We will need to raise
  additional capital to fund normal operating costs and exploration efforts. If
  we are not able to generate sufficient revenues and cash flows or obtain additional
  or alternative funding, we will be unable to continue as a going concern. Our
  recurring losses and negative cash flow from operations raise substantial doubt
  about our ability to continue as a going concern.

At October 31, 2004 we had cash of $195,800 and working
  capital of $157,160.

We believe that we currently have sufficient working capital
  to pay our administrative and general operating expenses through December 2004,
  and to complete our pre-drilling exploration program on the Pinguino Property
  and our preliminary exploration program on our Santa Cruz and Rio Negro Properties.

We will need to obtain additional funds (presumably through
  equity offerings and/or debt borrowing) in order, if warranted, to fund our
  general and administrative expenses beyond December 2004, to make the future
  royalty payments required on our Pinguino Property and to conduct additional
  exploration programs on our Santa Cruz and Rio Negro Properties. Failure to
  obtain such additional financing will result in the loss by us of our interests
  in our mineral properties. We have no agreements or understandings with any
  person for additional financing. None of our properties has commenced commercial
  production and we have no history of earnings or cash flow from our operations.
  While we may attempt to generate additional working capital through the operation,
  development, sale or possible joint venture development of our properties, there
  is no assurance that any such activity will generate funds that will be available
  for operations.

We have not declared or paid dividends on our shares since
  incorporation and do not anticipate doing so in the foreseeable future.

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141 "Business Combinations"
  which supersedes APB Opinion No. 16 "Business Combinations" and FASB Statement
  No. 38 "Accounting for Preacquisition Contingencies of Purchased Enterprises."
  The provisions of this statement require that all business combinations be accounted
  for using "purchase accounting" and it disallows the use of "pooling of interests"
  as previously allowed under APB Opinion No. 16 and FASB Statement No. 38. This
  statement is effective for all business combinations subsequent to June 30,
  2001. The adoption of this statement did not have a material effect on our financial
  statements.

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Also in June 2001, the FASB issued SFAS No. 142 "Goodwill
  and Other Intangible Assets," which supersedes APB Opinion No. 17 "Intangible
  Assets." The provisions of this statement changes the unit of account for goodwill
  and takes a very different approach to how goodwill and other intangible assets
  are accounted for subsequent to their initial recognition. Because goodwill
  and some intangible assets will no longer be amortized, the reported amounts
  of goodwill and intangible assets, as well as total assets, will not decrease
  at the same time and in the same manner as under previous standards. This statement
  is effective for all fiscal years beginning subsequent to December 15, 2001.
  The adoption of this statement did not have a material effect on our financial
  statements.

In August 2001, the FASB issued SFAS No. 143 "Accounting for
  Asset Retirement Obligations," which amends SFAS No. 19, and establishes a uniform
  methodology for accounting for estimated reclamation and abandonment costs.
  This statement requires that the fair value of a liability for an asset retirement
  obligation be recognized in the period in which it is incurred if a reasonable
  estimate of fair value can be made. The statement is required to be adopted
  by January 1, 2003, at which time we will record the estimated present value
  of reclamation liabilities and increase the carrying value of related assets.
  Subsequently, reclamation costs will be allocated to expense over the life of
  the related assets and will be adjusted for changes resulting from the passage
  of time and changes to either the timing or amount of the original present value
  estimate underlying the obligation. Currently we are in the process of quantifying
  the effect the adoption of this statement will have on our consolidated financial
  statements.

The FASB also issued SFAS No. 144 "Accounting for the Impairment
  or Disposal of Long-Lived Assets." This Statement addresses financial accounting
  and reporting for the impairment or disposal of long-lived assets. It supersedes
  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
  Assets to Be Disposed Of," and the accounting and reporting provisions of APB
  Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects
  of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
  Occurring Events and Transactions," for the disposal of a segment of a business.
  It also amends APB No. 51, "Consolidated Financial Statements," to eliminate
  the exception to consolidation for a subsidiary for which control is likely
  to be temporary. The provisions of this Statement are effective for financial
  statements issued for fiscal years beginning after December 15, 2001, and interim
  periods within those fiscal years, with early application encouraged. The provisions
  of this Statement generally are to be applied prospectively. The adoption of
  this statement did not have a material effect on our financial statements.

Forward Looking Statements

This Plan of Operations includes a number of forward-looking
  statements that reflect Management's current views with respect to future events
  and financial performance. Those statements include statements regarding the
  intent, belief or current expectations of us and members of its management team
  as well as the assumptions on which such statements are based. Prospective investors
  are cautioned that any such forward-looking statements are not guarantees of
  future performance and involve risk and uncertainties, and that actual results
  may differ materially from those contemplated by such forward-looking statements.

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Readers are urged to carefully review and consider the various
  disclosures made by us in this report and in our other reports filed with the
  Securities and Exchange Commission. Important factors currently known to Management
  could cause actual results to differ materially from those in forward-looking
  statements. We undertake no obligation to update or revise forward-looking statements
  to reflect changed assumptions, the occurrence of unanticipated events or changes
  in the future operating results over time. We believe that its assumptions are
  based upon reasonable data derived from and known about our business and operations
  and the business and operations of the Company. No assurances are made that
  actual results of operations or the results of our future activities will not
  differ materially from its assumptions.

Item 3.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures: As
  of October 31, 2004, the Company's management carried out an evaluation, under
  the supervision of the Company's Chief Executive Officer and the Chief Financial
  Officer of the effectiveness of the design and operation of the Company's system
  of disclosure controls and procedures pursuant to the Securities and Exchange
  Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation,
  the Chief Executive Officer and Chief Financial Officer concluded that the Company's
  disclosure controls and procedures were effective, as of the date of their evaluation,
  for the purposes of recording, processing, summarizing and timely reporting
  material information required to be disclosed in reports filed by the Company
  under the Securities Exchange Act of 1934.

Changes in internal controls: There were no changes
  in internal controls over financial reporting, known to the Chief Executive
  Officer or Chief Financial Officer that occurred during the period covered by
  this report that has materially affected, or is likely to materially effect,
  the Company's internal control over financial reporting.

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Part II - OTHER INFORMATION

Item 1.     Legal Proceedings

From time to time, we may become involved in various lawsuits
  and legal proceedings which arise in the ordinary course of business. However,
  litigation is subject to inherent uncertainties, and an adverse result in these
  or other matters may arise from time to time that may harm our business. We
  are currently not aware of any such legal proceedings or claims that we believe
  will have, individually or in the aggregate, a material adverse affect on our
  business, financial condition or operating results.

Item 2.     Changes in Securities
  and Small Business Issuer Purchases of Equity Securities

Not applicable.

Item 3.     Defaults Upon Senior
  Securities

Not applicable.

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

Not applicable.

Item 5.     Other Information

Not applicable.

Item 6.     Exhibits

| | 31.1 | Certification of Principal
        Executive Officer and Principal Financial Officer pursuant to Rule 13a-14
        and Rule 15d-14(a), promulgated under the Securities and Exchange Act
        of 1934, as amended
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                       
| | 32.1 | Certification pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Principal Executive Officer and Principal Financial Officer)                  

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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
  on December 3, 2004.

| | ARGENTEX MINING CORPORATION
| | ---------------------------
| |                            
| |                            
| |                            
| | By:                        
| |                            
| |                            
| |                            
| |                            

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