---

**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 SECURITIESEXCHANGE ACT OF 1934

For the Quarterly Period Ended April 30, 2004

** ̈******TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 0-49995

ARGENTEX MINING CORPORATION(Formerly Delbrook 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) 601-8366 
  (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: 20,060,000 shares
  issued and outstanding as of June 11, 2004

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INDEX

|PART I  | FINANCIAL INFORMATION |                                                                                                                                                                   
|------- | --------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                       |                                                                                                                                                                   
|        | ITEM 1                | Consolidated balance sheets
      at April 30, 2004 (unaudited) and January 31, 2004                                                                              
|        |                       |                                                                                                                                                                   
|        |                       | Consolidated statement of
      loss and deficit for the three months ended April 30, 2004 and 2003 and
      from December 21, 2001 to April 30, 2004 (unaudited)
|        |                       |                                                                                                                                                                   
|        |                       | Consolidated statement of
      cash flows for the three months ended April 30, 2004 and 2003 and from December
      21, 2001 to April 30, 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 and Reports on 8-K                                                                                                                                       
|        |                       |                                                                                                                                                                   
|        | SIGNATURES            | 17                                                                                                                                                                

(i)

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(Formerly Delbrook Corporation)(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004(Unaudited) (Stated in U.S. Dollars)



1

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

CONSOLIDATED BALANCE SHEET (Stated in U.S. Dollars)

|                                                                   | APRIL 30    |   | JANUARY 31 |  
|------------------------------------------------------------------ | ----------- | - | ---------- | -
|                                                                   | 2004        |   | 2004       |  
|                                                                   | $           |   | $          |  
|                                                                   | (unaudited) |   | (audited)  |  
|                                                                   |             |   |            |  
|ASSETS                                                             |             |   |            |  
|                                                                   |             |   |            |  
|Current                                                            |             |   |            |  
|Cash                                                               | 830,205     |   | 5,843      |  
|Prepaid
      expenses                                             | 169,473     |   | -          |  
|                                                                   |             |   |            |  
|Total Assets                                                       | 999,678     |   | 5,843      |  
|                                                                   |             |   |            |  
|LIABILITIES                                                        |             |   |            |  
|                                                                   |             |   |            |  
|Current                                                            |             |   |            |  
|Accounts
      payable                                             | 20,764      |   | 6,854      |  
|Accrued
      liabilities                                          | 5,200       |   | 3,000      |  
|Total Liabilities                                                  | 25,969      |   | 9,854      |  
|                                                                   |             |   |            |  
|SHAREHOLDERS EQUITY (DEFICIT)                                     |             |   |            |  
|                                                                   |             |   |            |  
|Preferred Stock, 100,000,000 shares authorized with a par value    | -           |   | -          |  
|of $0.001, none issued                                             |             |   |            |  
|                                                                   |             |   |            |  
|Preferred Stock, Series A convertible, 2000 shares authorized      | 2           |   | -          |  
|with a par value of $0.001, 2000 and nil issued and outstanding at |             |   |            |  
|April 30, 2004 and January 31, 2004 respectively                   |             |   |            |  
|                                                                   |             |   |            |  
|Common Stock, 100,000,000 shares authorized with a par value of    | 20,060      |   | 9,620      |  
|$0.001, 20,059,998 and 9,620,000 issued and outstanding at April   |             |   |            |  
|30, 2004 and January 31, 2004 respectively                         |             |   |            |  
|                                                                   |             |   |            |  
|Additional Paid in Capital                                         | 2,141,505   |   | 87,780     |  
|                                                                   | 2,161,567   |   | 97,400     |  
|                                                                   |             |   |            |  
|Deficit Accumulated During the Exploration Stage                   | (1,187,858  | ) | (101,411   | )
|                                                                   | 973,709     |   | (4,011     | )
|                                                                   |             |   |            |  
|                                                                   | 999,678     |   | 5,843      |  

2

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

CONSOLIDATED STATEMENT OF LOSS AND DEFICIT (Unaudited)
  (Stated in U.S. Dollars)

|                                                    |                    |   |           |  | INCEPTION   | 
|--------------------------------------------------- | ------------------ | - | --------- |  | ----------- | 
|                                                    |                    |   |           |  | DECEMBER 21 | 
|                                                    | THREE MONTHS ENDED |   | 2001 TO   | 
|                                                    | APRIL 30           |   | APRIL 30  | 
|                                                    | 2004               |   | 2003      |  | 2004        | 
|                                                    | $                  |   | $         |  | $           | 
|Expenses                                            |                    |   |           |  |             | 
|Mineral
      property acquisition and exploration  |                    |   |           |  |             | 
|expenditures                                        | 169,015            |   | 8,333     |  | 184,472     | 
|Investor
      relations                            | 850,957            |   | -         |  | 850,957     | 
|Office
      and sundry                             | 10,456             |   | 225       |  | 13,480      | 
|Rent                                                | 1,683              |   | 150       |  | 3,068       | 
|Professional
      fees                             | 19,417             |   | 1,675     |  | 91,722      | 
|Transfer
      agent fees                           | 13,383             |   | 705       |  | 15,823      | 
|Consulting
      fees (Note 5)                      | 21,536             |   | 2,000     |  | 28,336      | 
|                                                    |                    |   |           |  |             | 
|Net Loss For The Period                             | 1,086,447          |   | 13,088    |  | 1,187,858   | 
|                                                    |                    |   |           |  |             | 
|Deficit Accumulated During the Exploration          |                    |   |           |  |             | 
|Stage,
      Beginning Of Period                    | 101,411            |   | 70,021    |  |             | 
|                                                    |                    |   |           |  |             | 
|Deficit Accumulated During the Exploration          |                    |   |           |  |             | 
|Stage,
      End Of Period                          | 1,187,858          |   | 83,109    |  |             | 
|                                                    |                    |   |           |  |             | 
|Net Loss Per Share                                  | 0.08               | $ | 0.01      |  |             | 
|                                                    |                    |   |           |  |             | 
|Weighted Average
      Number Of Shares Outstanding | 13,639,703         |   | 9,620,000 |  |             | 

(Diluted loss per share has not been presented, as the result is anti-dilutive)

3

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

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

|                                             |                    |   |          |   | INCEPTION   |  
|-------------------------------------------- | ------------------ | - | -------- | - | ----------- | -
|                                             |                    |   |          |   | DECEMBER 21 |  
|                                             | THREE MONTHS ENDED |   | 2001 TO  |  
|                                             | APRIL 30           |   | APRIL 30 |  
|                                             | 2004               |   | 2003     |   | 2004        |  
|                                             | $                  |   | $        |   | $           |  
|                                             |                    |   |          |   |             |  
|Cash Flows From Operating Activities         |                    |   |          |   |             |  
|Net loss
      for the period                | (1,086,447         | ) | (13,088  | ) | (1,187,858  | )
|                                             |                    |   |          |   |             |  
|Adjustments To Reconcile Net Loss To Net     |                    |   |          |   |             |  
|Cash Used
      By Operating Activities      |                    |   |          |   |             |  
|Change
      in accounts payable and accrued |                    |   |          |   |             |  
|liabilities                                  | 16,115             |   | 2,711    |   | 25,969      |  
|Change
      in prepaid expenses             | (169,473           | ) | (429     | ) | (169,473    | )
|                                             | (1,239,805         | ) | (10,806  | ) | (1,331,362  | )
|                                             |                    |   |          |   |             |  
|Cash Flows From Financing Activity           |                    |   |          |   |             |  
|Issuance
      of share capital              | 2,064,167          |   | -        |   | 2,161,567   |  
|                                             |                    |   |          |   |             |  
|Increase (Decrease) In Cash                  | 824,362            |   | (10,806  | ) | 830,205     |  
|                                             |                    |   |          |   |             |  
|Cash, Beginning Of Period                    | 5,843              |   | 28,302   |   | -           |  
|                                             |                    |   |          |   |             |  
|Cash, End Of Period                          | 830,205            |   | 17,496   |   | 830,205     |  

4

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003 (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 net loss of $1,187,858 for the period from December
  21, 2001 (inception) to April 30, 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.

5

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003 (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)             Consolidation

These consolidated financial statements include the accounts
  of the Company, its wholly owned United States subsidiary, SCRN Properties Ltd.,
  and its wholly-owned Canadian subsidiary, Delbrook Mining Corp.

b)             Mineral
  Property Payments and Exploration Costs

The Company expenses all costs related to the purchase, maintenance
  and exploration of mineral claims in which it has secured exploration rights
  prior to establishment of proven and probable reserves. To date, the Company
  has not established the commercial feasibility of its exploration prospects,
  therefore, all costs are being expensed.

c)             Joint
  Venture

The Companys exploration activity was conducted jointly
  with another party and, accordingly, the Company only accounted for its proportionate
  interest in such activity. During October 2003, the Company elected not to continue
  in the joint venture.

d)             Use
  of Estimates

The preparation of consolidated 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 consolidated
  financial statements, and the reported amounts of revenues and expenses for
  the reporting period. Actual results could differ from these estimates.

e)             Foreign
  Currency Translation

The Companys functional currency is the U.S. dollar.
  Transactions in foreign currency are translated into U.S. dollars as follows:

i)             monetary
  items at the rate prevailing at the balance sheet date;
  ii)            non-monetary
  items at the historical exchange rate; 
  iii)           revenue and
  expense at the average rate in effect during the applicable accounting period.

6

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003 (Stated in U.S. Dollars)

2. SIGNIFICANT
  ACCOUNTING POLICIES (Continued)

f)             Basic
  and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 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 including stock options, 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.

g)             Interim
  Consolidated Financial Statements

These interim unaudited consolidated financial statements
  have been prepared on the same basis as the annual financial statements and
  in the opinion of management, reflect all adjustments, which include only normal
  recurring adjustments, necessary to present fairly the Companys financial
  position, results of operations and cash flows for the periods shown. The results
  of operations for such periods are not necessarily indicative of the results
  expected for a full year or for any future period

3. MINERAL
  PROPERTY INTEREST

a)             By
  an agreement dated December 28, 2001, as amended, the Company acquired a 75%
  interest in the Cinema Claims located in British Columbia, Canada, in consideration
  of $2,300.

Concurrently with the execution of this agreement, the Company
  entered into a joint venture agreement with the vendor of the property. The
  joint venture agreement required the Company to expend an initial $13,000 on
  the property by April 15, 2003 with all further expenditures split 75% for the
  Company and 25% for their joint venture partner.

The Company elected not to continue in the joint venture with
  the vendor of the property and, as at December 31, 2003, no longer had an interest
  in the mineral claims.

7

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003 (Stated in U.S. Dollars)

3. MINERAL
  PROPERTY INTEREST (continued)

b)             Pursuant
  to the terms of a mineral property option agreement, dated February 24, 2004,
  between the Company and a director, the Company acquired an option to acquire
  a 100% interest in and to certain mineral claims located in the Santa Cruz Province
  of the Republic of Argentina, known as the Pinguino Property totaling
  24,710 acres, subject to a 2% net smelter returns royalty in favour of the optionor.
  In order to exercise the option on the Pinguino Property, the Company is required
  to make option payments totaling $450,000 as follows:

$50,000 on or before July 1, 2004; 
  $75,000 on or before July 1, 2005; 
  $100,000 on or before July 1, 2006; 
  $100,000 on or before July 1, 2007; and 
  $125,000 on or before July 1, 2008.

The Company has the right to repurchase half of the royalty
  for $1,000,000 and all of the royalty for $2,000,000. The option agreement also
  provides for an area of interest such that, in the event that the
  optionor records any property claims within five (5) kilometers of the boundaries
  of the property, such claims will become subject to the mineral property option
  agreement.

c)             Pursuant
  to the terms of a mineral property acquisition agreement, dated February 24,
  2004, between the Company and a director, the Company acquired certain mineral
  claims located in the Santa Cruz Province of the Republic of Argentina, known
  as the Dyakowski Property. In addition, pursuant to the terms of
  a share purchase agreement, dated February 24, 2004, between the Company and
  a director, the Company acquired a 100% interest in SCRN Properties Ltd. (SCRN),
  a Delaware corporation, the sole assets of which consist of certain mineral
  claims located in the Rio Negro Province of the Republic of Argentina, known
  as the SCRN Property. The Dyakowski Property and the SCRN Property
  total 128,964 acres. As consideration for the Dyakowski Property and the 100%
  interest in SCRN, the Company issued to Dyakowski a total of 1,666,666 common
  shares, subject to certain escrow and return to treasury provisions.

The mineral property acquisition agreement and the share purchase
  agreement also provide for an area of interest such that, in the
  event that a vendor records any property claims within five (5) kilometers of
  the boundaries of either the Dyakowski Property or the SCRN Property, such claims
  will become subject to the respective Agreements.

8

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003 (Stated in U.S. Dollars)

3. MINERAL
  PROPERTY INTEREST (continued)

As a condition to the mineral property acquisition agreement
  and the share purchase agreement, the Company has agreed to issue a stock dividend
  of two shares of common stock for each one share of common stock issued and
  outstanding, and to change its name to Argentex Mining Corporation.
  The name change was effected on March 15, 2004 and the stock dividend was paid
  on March 17, 2004.

d)             Pursuant
  to the terms of a mineral property acquisition agreement, dated February 20,
  2004, between the Company and an affiliate of a director, the Company acquired
  100% interest in and to certain mineral claims located in the Santa Cruz Province
  of the Republic of Argentina, known as the Condor Property totaling
  24,710 acres, subject to a 2% net smelter returns royalty in favour of a director.
  As consideration for the Condor Property the Company paid to the vendor CDN$10,000.
  The Company has the right to repurchase half of the royalty for $1,000,000 and
  all of the royalty for $2,000,000.

e)             Pursuant
  to the terms of a mineral property acquisition agreement, dated February 20,
  2004, between the Company and an affiliate of a director, the Company acquired
  100% interest in and to certain mineral claims located in the Santa Cruz and
  Rio Negro Provinces of the Republic of Argentina, known as the Storm Cat
  Property totaling 32,766 acres. As consideration for the Storm Cat Property
  the Company paid to the vendor CDN$10,000.

4. SHARE
  CAPITAL

a)             The
  Company issued 2,000 non-voting Series A convertible preferred shares at a price
  of $1,000 per share. Each Series A convertible preferred share is convertible,
  at any time by the holder, into common shares of the Company at a price of $0.90
  per share, subject to adjustments downward in certain circumstances.

b)             In
  connection with a change in control of the Company, its former president returned
  4,600,000 common shares to the Companys treasury for cancellation prior
  to the stock dividend issued March 17, 2004.

c)             Pursuant
  to a mineral property option agreement, dated February 24, 2004, between the
  Company and a future officer and director, the Company issued 1,666,666 common
  shares to this officer and director, subject to certain escrow and return to
  treasury provisions.

d)             The
  Company issued a stock dividend of two common shares for every one common share
  issued and outstanding as of March 15, 2004.

9

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003 (Stated in U.S. Dollars)

5. RELATED
  PARTY TRANSACTIONS

a)             Effective
  March 4, 2004, the Company entered into a management agreement with a director
  and officer for a period of one year at CDN$5,000 per month. During the period
  the Company paid consulting fees of US $ 7,520 relating to this management agreement.
  These transactions have been recorded using the exchange amount.

b)             Effective
  February 11, 2004, the Company entered into a management agreement with a director
  and officer for a period of one year at CDN$6,000 per month. In addition, upon
  commencement of exploration on the Companys Argentine properties, the
  Company will pay a bonus of USD$35,000 and issue 200,000 common shares. During
  the period, the Company paid consulting fees of US $8,842 relating to this management
  agreement. These transactions have been recorded using the exchange amount.

10

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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

Pinguino Property, Santa Cruz Province, Argentina.
  The Company has completed its initial geophysical and geochemical exploration
  work on its Pinguino Property, with a total of 300 rock samples and 1,313 soil
  samples collected.

Over 75 miles (120 kilometers) of grid line was laid out on
  a known mineralized strike length of 3.75 miles (six kilometers). In total,
  1,313 soil samples were collected on this grid at 50-meter intervals on 100
  meter spaced lines. Approximately 25 line miles (40 line kilometers) of 3D Induced
  Polarization (IP) geophysics was also completed. The Company also collected
  300 rock samples from a total of 22 trenches. Eighteen trenches were cleaned
  out and rock samples were cut using a diamond saw, allowing continuous channel
  samples to be collected. Rock chip samples were also taken from three of these
  18 trenches and from four additional trenches.

The Pinguino Property contains northwest trending corridor
  of low sulphidation gold-silver mineralization as well as parallel and subsidiary
  structures.

A system of sample duplicates, including rocks and soils,
  was completed and the samples taken have been shipped to Acme Labs for geochemical
  analysis

El Condor Property, Santa Cruz Province, Argentina.
  The Company has sampled its El Condor Property (contained within its Santa Cruz
  Property) on a rectangular grid of two line miles (3.2 line kilometers), with
  46 soil samples collected for analysis. Two line miles of 3D IP geophysical
  data were also recorded.

The El Condor is an epithermal gold property within a largely
  unexplored area of hydrothermal alteration. Boiling textures are
  evident and one occurrence of visible gold has been discovered on surface to
  date.

11

---

Results from the Companys exploration activities on
  its Pinguino and El Condor Properties will be forthcoming following receipt
  of assay results from Acme Labs. This process is scheduled to be completed in
  August, 2004, with results being released as they become available.

Rio Negro Property. The Company has completed preliminary
  examination of parts of its Rio Negro Property, consisting of Landsat satellite
  surveying and rock and soil sampling. In total, 87 rock samples and 13 soil
  samples were collected from the Rio Negro Property.

Samples collected from the Rio Negro Property have been shipped
  to Acme Labs in Chile. Segments of the samples are also being sent to Acmes
  main lab in Vancouver, British Columbia for ultratrace multi-element analysis.
  Gradients recognized from certain trace-elements may act as pathfinders to mineralization.
  Results are expected to be available in July, 2004.

Plan of Operations

Our business plan is to proceed with the exploration of our
  Argentinean mineral properties to determine whether there are commercially exploitable
  reserves of gold, silver or other metals. We have planned a $375,000 pre-drilling
  exploration program on our Pinguino Property with the goal of identifying drill
  targets for a subsequent drilling program. Of this amount, approximately $140,000
  was expended during the three months ended April 30, 2004. The proposed pre-drilling
  exploration program would include reviewing available data to create a structural
  mineralization framework, visits to similar geologies in region for comparative
  and information purposes, detailed soil and rock sampling, resampling existing
  trenches, the extension of existing trenches, the creation of new trenches,
  and ground-based geophysics.

We have also planned preliminary exploration programs, budgeted
  at approximately $65,000 per property, on each of our Santa Cruz and Rio Negro
  Properties. These preliminary exploration programs have the goal of determining
  whether subsequent exploration is warranted and would include reviewing available
  data to create a structural mineralization framework, visits to similar geologies
  in region for comparative and information purposes, detailed soil and rock sampling,
  and ground-based geophysics.

As at the date of this report we have sufficient funds to
  complete the above exploration programs. However, we will require additional
  financing for future work programs. We have made no arrangements for any such
  financing and there is no guarantee that such financing will be available.

There are no known reserves on any of our mineral properties
  and any proposed program by us is exploratory in nature. We have not conducted
  any significant exploration activities on our mineral properties. We are presently
  in the exploration stage and there is no assurance that a commercially viable
  mineral deposit, a reserve, exists in any of our properties until further exploration
  is done and a comprehensive evaluation concludes economic and legal feasibility.
  We anticipate that the pre-drilling exploration program on our Pinguino Property
  will be completed by December, 2004 and the preliminary exploration programs
  on our Santa Cruz and Rio Negro Properties will be completed by December, 2004.

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Once we receive results from these exploration programs, we
  will assess whether to proceed to any further exploration phases. In making
  this determination, we will make an assessment as to whether the results are
  sufficiently positive to enable us to obtain the financing necessary to proceed.

Results of Operations  Three Months Ended April 30,
  2004

We did not earn any revenues during the three months ended
  April 30, 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 $1,086,447
  for the three months ended April 30, 2004. These operating expenses included:
  (a) payments of $169,015 in connection with acquisition and exploration of properties;
  (b) investor relations expenses in the amount of $850,000; (c) office related
  fees in the amount of $10,456; (d) rent in the amount of $1,683; (e) professional
  fees in the amount of $19,417; (f) transfer agent fees in the amount of $13,383;
  and (g) consulting fees in the amount of $21,536.

We incurred a loss in the amount of $1,086,447 for the three
  months ended April 30, 2004. For the three months ended April 30, 2003, we incurred
  expenses and a net loss in the amount of $13,088.

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 April 30, 2004 we had cash of $830,205 and working capital
  of $973,709.

During the three months ended April 30, 2004, we raised a
  total of $2,000,000 through private sales of equity securities.

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We believe that we currently have sufficient working capital
  to pay our administrative and general operating expenses through December 2004,
  to make the royalty payment required on our Pinguino Property due in July 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.

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

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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.

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

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Based on their most recent review, which was completed within
  90 days prior to the filing of this report, the Companys principal executive
  officer and principal financial officer have concluded that the Companys
  disclosure controls and procedures are effective to ensure that information
  required to be disclosed by the Company in the reports that it files or submits
  under the Securities Exchange Act of 1934, as amended, is accumulated and communicated
  to the Companys management, including its principal executive officer
  and principal financial officer, as appropriate to allow timely decisions regarding
  required disclosure and are effective to ensure that such information is recorded,
  processed, summarized and reported within the time periods specified in the
  SECs rules and forms. There were no significant changes in the Companys
  internal controls or in other factors that could significantly affect those
  controls subsequent to the date of their evaluation.

Part IIOTHER INFORMATION

Item 1. Legal
  Proceedings

Not applicable.

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

During the three month period ended April 30, 2004, the Company
  sold an aggregate of $2,000,000 of Series A Convertible Preferred Stock at a
  price of $1,000 per share. Each share is convertible into common shares of the
  Company at a price of $.90 per share, subject to adjustment. The shares were
  sold to seven purchasers pursuant to Regulation S.

The Company issued a dividend of two shares of common stock
  for each share outstanding on March 15, 2004.

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 and Reports
  on Form 8-K

(a)Exhibits.

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|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 (Chief Executive Officer and Principal
        Financial Officer)              

(b) Reports on Form 8-K.

The
  Company filed a report on Report on Form 8-K, dated March 11, 2004 which reported
  on the acquisition of the Companys Argentinean mineral properties, the
  change of control resulting therefrom and other related matters.

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 June 11, 2004.

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

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