---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended July 31, 2004

 ̈ TRANSITION REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 September 10, 2004

---



INDEX

|PART I  | FINANCIAL INFORMATION | 3                                                                                                                                                                        |   
|------- | --------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --
|        |                       |                                                                                                                                                                          |   
|        | ITEM 1                | Consolidated balance sheets at July 31, 2004 (unaudited)
      and January 31, 2004                                                                                      | 4 
|        |                       |                                                                                                                                                                          |   
|        |                       | Consolidated statement of loss and deficit for the
      three and six months ended July 31, 2004 and 2003 and from December 21,
      2001 to July 31, 2004 (unaudited) | 5 
|        |                       |                                                                                                                                                                          |   
|        |                       | Consolidated statement of cash flows for the three
      and six months ended July 31, 2004 and 2003 and from December 21, 2001 to
      July 31, 2004 (unaudited)       | 6 
|        |                       |                                                                                                                                                                          |   
|        |                       | Notes to consolidated financial statements                                                                                                                               | 7 
|        |                       |                                                                                                                                                                          |   
|        | ITEM 2                | Plan of Operation                                                                                                                                                        | 13
|        |                       |                                                                                                                                                                          |   
|        | ITEM 3                | Controls and Procedures                                                                                                                                                  | 18
|        |                       |                                                                                                                                                                          |   
|PART II | OTHER INFORMATION     | 18                                                                                                                                                                       |   
|        |                       |                                                                                                                                                                          |   
|        | ITEM 1                | Legal proceedings                                                                                                                                                        | 18
|        |                       |                                                                                                                                                                          |   
|        | ITEM 2                | Changes in securities and small business issuer purchases
      of equity securities                                                                                     | 18
|        |                       |                                                                                                                                                                          |   
|        | ITEM 3                | Defaults upon senior securities                                                                                                                                          | 18
|        |                       |                                                                                                                                                                          |   
|        | ITEM 4                | Submission of matters to a vote of security holders                                                                                                                      | 18
|        |                       |                                                                                                                                                                          |   
|        | ITEM 5                | Other information                                                                                                                                                        | 18
|        |                       |                                                                                                                                                                          |   
|        | ITEM 6                | Exhibits and Reports on 8-K                                                                                                                                              | 18
|        |                       |                                                                                                                                                                          |   
|        | SIGNATURES            |                                                                                                                                                                          | 19

2

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PART I - Financial Information





(Formerly Delbrook Corporation)
  (An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

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



3

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

|                                                                         | JULY 31     |   | JANUARY 31 |  
|------------------------------------------------------------------------ | ----------- | - | ---------- | -
|                                                                         | 2004        |   | 2004       |  
|                                                                         | $           |   | $          |  
|                                                                         | (unaudited) |   | (audited)  |  
|                                                                        
|ASSETS                                                                   |             |   |            |  
|                                                                        
|Current                                                                  |             |   |            |  
|Cash                                                                     | 518,781     |   | 5,843      |  
|Prepaid expenses                                                         | 69,141      |   | -          |  
|                                                                        
|Total Assets                                                             | 587,922     |   | 5,843      |  
|                                                                        
|LIABILITIES                                                              |             |   |            |  
|                                                                        
|Current                                                                  |             |   |            |  
|Accounts payable                                                         | 30,715      |   | 6,854      |  
|Accrued liabilities                                                      | 4,000       |   | 3,000      |  
|Total Liabilities                                                        | 34,715      |   | 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            | 2           |   | -          |  
|with a par value of $0.001, 2000 and nil issued and outstanding
      at |             |   |            |  
|July 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
      July    |             |   |            |  
|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                         | (1,611,020  | ) | (101,411   | )
|                                                                         | 553,207     |   | (4,011     | )
|                                                                        
|Total Liabilities and Stockholders'
      Equity (Deficiency)            | 587,922     |   | 5,843      |  

4

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

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

|                               |   |                    |  |   |                  |  |   |            |  |   |           |  |   | INCEPTION    | 
|------------------------------ | - | ------------------ |  | - | ---------------- |  | - | ---------- |  | - | --------- |  | - | ------------ | 
|                               |   |                    |  |   |                  |  |   |            |  |   |           |  |   | DECEMBER 21, | 
|                               |   | THREE MONTHS ENDED |  |   | SIX MONTHS ENDED |  |   | 2001 TO    | 
|                               |   | JULY 31,           |  |   | JULY 31,         |  |   | JULY 31,   | 
|                               |   | 2004               |  |   | 2003             |  |   | 2004       |  |   | 2003      |  |   | 2004         | 
|                              
|Expenses                       |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|Mineral property acquisition   |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|and exploration                |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|expenditures                   | $ | 155,430            |  | $ | -                |  | $ | 324,445    |  | $ | 8,333     |  | $ | 339,902      | 
|Consulting fees                |   | 61,192             |  |   | -                |  |   | 82,728     |  |   | 2,000     |  |   | 89,528       | 
|Investor Relations             |   | 134,263            |  |   | -                |  |   | 985,220    |  |   | -         |  |   | 985,220      | 
|Office and sundry              |   | 16,099             |  |   | 307              |  |   | 26,555     |  |   | 532       |  |   | 29,579       | 
|Rent                           |   | 1,543              |  |   | 150              |  |   | 3,226      |  |   | 300       |  |   | 4,611        | 
|Professional fees              |   | 26,498             |  |   | 6,243            |  |   | 45,915     |  |   | 7,918     |  |   | 118,220      | 
|Transfer agent and filing fees |   | 19,380             |  |   | -                |  |   | 32,763     |  |   | 705       |  |   | 35,203       | 
|Travel                         |   | 8,757              |  |   | -                |  |   | 8,757      |  |   | -         |  |   | 8,757        | 
|                              
|Net Loss For The Period        |   | 423,162            |  |   | 6,700            |  |   | 1,509,609  |  |   | 19,788    |  | $ | 1,611,020    | 
|                              
|Deficit Accumulated During     |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|The Exploration Stage,         |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|Beginning Of Period            |   | 1,187,858          |  |   | 83,109           |  |   | 101,411    |  |   | 70,021    |  |   |              | 
|                              
|Deficit Accumulated During     |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|The Exploration Stage, End     |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|Of Period                      | $ | 1,611,020          |  | $ | 89,809           |  | $ | 1,611,020  |  | $ | 89,809    |  |   |              | 
|                              
|                              
|Net Loss Per Share             | $ | 0.02               |  | $ | 0.01             |  | $ | 0.09       |  | $ | 0.01      |  |   |              | 
|                              
|Weighted Average Number Of     |   |                    |  |   |                  |  |   |            |  |   |           |  |   |              | 
|Shares Outstanding             |   | 20,259,998         |  |   | 9,620,000        |  |   | 16,926,885 |  |   | 9,620,000 |  |   |              | 

5

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

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

|                                                   |                  |   |           |   | Inception    |  
|-------------------------------------------------- | ---------------- | - | --------- | - | ------------ | -
|                                                   |                  |   |           |   | December 21, |  
|                                                   |                  |   |           |   | 2001 to      |  
|                                                   | SIX MONTHS ENDED |   | April 30, |  
|                                                   | July 31,         |   |           |  
|                                                   | 2004             |   | 2003      |   | 2004         |  
|                                                   | $                |   | $         |   |              |  
|                                                  
|Cash Flows From Operating Activities               |                  |   |           |   |              |  
|Net loss for the period                            | (1,509,609       | ) | (19,788   | ) | (1,611,020   | )
|                                                  
|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                         | (69,141          | ) | -         |   | (69,141      | )
|Change in accounts payable and accrued liabilities | 24,861           |   | 6,739     |   | 34,715       |  
|                                                   | (1,551,229       | ) | (13,049   | ) | (1,642,786   | )
|                                                  
|Cash Flows From Financing Activity                 |                  |   |           |   |              |  
|Issuance of share capital                          | 2,064,167        |   | -         |   | 2,161,567    |  
|                                                  
|Increase (Decrease) In Cash                        | 512,938          |   | (13,049   | ) | 518,781      |  
|                                                  
|Cash, Beginning Of Period                          | 5,843            |   | 28,302    |   | -            |  
|                                                  
|Cash, End Of Period                                | 518,781          |   | 15,253    |   | 518,781      |  

6

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 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 $1,591,249 for the
        period from December 21, 2001 (inception) to July 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.                                                                                                                                                                                                                                                            

7

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 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)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | b)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | c)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | d)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | e)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                              

8

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004 AND 2003(Stated in U.S. Dollars)

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

9

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004 AND 2003(Stated in U.S. Dollars)

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

10

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004 AND 2003(Stated in U.S. Dollars)

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

11

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004 AND 2003(Stated in U.S. Dollars)

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

12

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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.

13

---

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.

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 September, 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.

Rock chip samples collected from the Los Menucos Gold District
  in Rio Negro returned up to 4.1 grams per tonne gold (0.13 oz/t gold) in a newly
  discovered quartz vein stockwork zone that has a length in excess of 1,150 feet
  (350 meters) and remains open along strike.

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 and approximately
  $130,000 was expended during the three months ended July 31, 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.

14

---

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.

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 and Six Months Ended
  April 30, 2004

We did not earn any revenues during the six months ended July
  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 $423,162 and
  $1,509,609 for the three and six months ended July 31, 2004, respectively. These
  operating expenses included: (a) payments of $155,430 and $324,445 for the three
  and six month periods in connection with acquisition and exploration of properties;
  (b) investor relations expenses in the amount of $134,263 for the three and
  six month periods; (c) office related fees in the amount of $16,099 and $26,555
  for the three and six month periods; (d) rent in the amount of $1,543 and $3,226
  for the three and six month periods; (e) professional fees in the amount of
  $26,498 and $45,915 for the three and six month periods; (f) transfer agent
  and filing fees in the amount of $19,380 and $32,763 for the three and six month
  periods; and (g) consulting fees in the amount of $61,192 and $82,728 for the
  three and six month periods.

We incurred a loss in the amount of $423,162 and $1,509,609
  for the three and six months ended July 31, 2004.

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.

15

---

At July 31, 2004 we had cash of $518,781 and working capital
  of $553,207.

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

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.

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.

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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.

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.

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Item 3. Controls and Procedures

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

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 and Reports
  on Form 8-K

|(a) | Exhibits.           
|--- | --------------------
|    |                     
|    | 31.1                
|    |                     
|    | 32.1                
|    |                     
|(b) | Reports on Form 8-K.

None.

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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 September 13, 2004.

| | ARGENTEX MINING CORPORATION                    
| | -----------------------------------------------
| |                                                
| |                                                
| |                                                
| | By:  /s/ CHRISTOPHER IAN DYAKOWSKI             
| | Christopher Ian Dyakowski,                     
| | President, Chief Executive
      Officer, Chief
| | Financial Officer (Principal
      Executive,  
| | Financial and Accounting
      Officer)        

19

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