---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

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

For the Quarterly Period Ended April 30, 2005

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

For the Transition Period from _________ to _________

Commission file number: 0-49995

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 CORPORATE ISSUERS:

State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 22,482,221 shares issued and outstanding as of June 1, 2005.

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INDEX

|PART I  | FINANCIAL INFORMATION |   
|------- | --------------------- | --
|       
|        | ITEM  1               |   
|       
|        |                       |   
|       
|        |                       |   
|       
|        |                       |   
|       
|        | ITEM  2               |   
|       
|        | ITEM  3               |   
|       
|PART II | OTHER INFORMATION     |   
|       
|        | ITEM  1               |   
|        | ITEM  2               |   
|        | ITEM  3               |   
|        | ITEM  4               |   
|        | ITEM  5               |   
|        | ITEM  6               |   
|       
|        | SIGNATURES            | 23

2

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

|                                                                        |   | APRIL 30    |   |   | JANUARY 31 |  
|----------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                        |   | 2005        |   |   | 2005       |  
|                                                                        |   | (unaudited) |   |   | (audited)  |  
|                                                                        |   |             |   |   |            |  
|ASSETS                                                                  |   |             |   |   |            |  
|                                                                        |   |             |   |   |            |  
|Current                                                                 |   |             |   |   |            |  
|Cash                                                                    | $ | 62,442      |   | $ | 304,569    |  
|Prepaid expenses                                                        |   | -           |   |   | 35,891     |  
|                                                                        |   |             |   |   |            |  
|                                                                        | $ | 62,442      |   | $ | 340,460    |  
|                                                                        |   |             |   |   |            |  
|LIABILITIES                                                             |   |             |   |   |            |  
|                                                                        |   |             |   |   |            |  
|Current                                                                 |   |             |   |   |            |  
|Accounts payable                                                        | $ | 30,752      |   | $ | 63,072     |  
|Accrued liabilities                                                     |   | 38,814      |   |   | 7,829      |  
|Convertible promissory note (Note 5)                                    |   | 500,000     |   |   | 500,000    |  
|                                                                        |   |             |   |   |            |  
|                                                                        |   | 569,566     |   |   | 570,901    |  
|                                                                        |   |             |   |   |            |  
|SHAREHOLDERS’ DEFICIENCY                                                |   |             |   |   |            |  
|                                                                        |   |             |   |   |            |  
|Preferred Stock, 100,000,000 shares authorized with a par value         |   | -           |   |   | -          |  
|of $0.001, (Issued: April 30, 2005 – Nil; January 31, 2004
      – Nil) |   |             |   |   |            |  
|Preferred Stock, Series A convertible, 2,000 shares authorized          |   | -           |   |   | 2          |  
|with a par value of $0.001 (Issued:April
      30,2005 – Nil; January   |   |             |   |   |            |  
|31, 2005 – 2,000 )                                                      |   |             |   |   |            |  
|Common Stock, 100,000,000 shares authorized with a par value of         |   | 22,482      |   |   | 20,260     |  
|$ 0.001 (Issued: April 30, 2005 –
      22,482,221; January 31, 2005    |   |             |   |   |            |  
|- 20,259,998 )                                                          |   |             |   |   |            |  
|Additional Paid in Capital                                              |   | 2,141,745   |   |   | 2,143,965  |  
|                                                                        |   |             |   |   |            |  
|                                                                        |   | 2,164,227   |   |   | 2,164,227  |  
|                                                                        |   |             |   |   |            |  
|Deficit Accumulated During the Exploration Stage                        |   | (2,671,351  | ) |   | (2,394,668 | )
|                                                                        |   |             |   |   |            |  
|                                                                        |   | (507,124    | ) |   | (230,441   | )
|                                                                        |   |             |   |   |            |  
|                                                                        | $ | 62,442      |   | $ | 340,460    |  

3

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

|                                           |   |                    |   |          |            |   |   | INCEPTION   |  
|------------------------------------------ | - | ------------------ | - | -------- | ---------- | - | - | ----------- | -
|                                           |   |                    |   |          |            |   |   | DECEMBER 21 |  
|                                           |   | THREE MONTHS ENDED |   | 2001TO   |           
|                                           |   | APRIL 30           |   | APRIL 30 |           
|                                           |   | 2005               |   |          | 2004       |   |   | 2005        |  
|                                           |   |                    |   |          |            |   |   |             |  
|Expenses                                   |   |                    |   |          |            |   |   |             |  
|Exploration expenditures                   | $ | 169,321            |   | $        | 120,625    |   | $ | 844,928     |  
|Write down of mineral claims               |   | -                  |   |          | 48,390     |   |   | 85,219      |  
|Consulting fees                            |   | 41,253             |   |          | 21,536     |   |   | 202,701     |  
|Investor relations and communication       |   | 15,962             |   |          | 850,957    |   |   | 1,185,302   |  
|Interest and bank charges                  |   | 16,918             |   |          | 933        |   |   | 19,938      |  
|Office and sundry                          |   | 9,867              |   |          | 9,523      |   |   | 57,431      |  
|Rent                                       |   | 1,687              |   |          | 1,683      |   |   | 9,641       |  
|Professional fees                          |   | 21,002             |   |          | 19,417     |   |   | 176,819     |  
|Transfer agent fees                        |   | 250                |   |          | 13,383     |   |   | 48,986      |  
|Travel                                     |   | 423                |   |          | -          |   |   | 40,386      |  
|                                           |   |                    |   |          |            |   |   |             |  
|Net Loss For The Period                    |   | (276,683           | ) |          | (1,086,447 | ) |   | (2,671,351  | )
|                                           |   |                    |   |          |            |   |   |             |  
|Deficit Accumulated During The Exploration |   |                    |   |          |            |   |   |             |  
|Stage, Beginning Of Period                 |   | (2,394,668         | ) |          | (101,411   | ) |   |             |  
|                                           |   |                    |   |          |            |   |   |             |  
|Deficit Accumulated During The Exploration |   |                    |   |          |            |   |   |             |  
|Stage,
      End Of Period                 | $ | (2,671,351         | ) | $        | (1,187,858 | ) |   |             |  
|                                           |   |                    |   |          |            |   |   |             |  
|                                           |   |                    |   |          |            |   |   |             |  
|Net Loss Per Share                         |   | ($ 0.02)           |   |          | ($0.08     | ) |   |             |  
|                                           |   |                    |   |          |            |   |   |             |  
|Weighted Average Number Of Shares          |   |                    |   |          |            |   |   |             |  
|Outstanding                                |   | (20,985,000        | ) |          | 13,639,703 |   |   |             |  

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

4

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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 |  
|                                                         |   | THREE MONTHS ENDED |   |            | 2001 TO  |  
|                                                         |   | APRIL 30           |   |            | APRIL 30 |  
|                                                         |   | 2005               |   | 2004       |          |   | 2005        |  
|                                                        
|                                                        
|Cash Flows From Operating Activities                     |   |                    |   |            |          |   |             |  
|Net loss for the period                                  | $ | (276,683           | ) | (1,086,447 | )        | $ | (2,671,351  | )
|Items not involving cash:                                |   |                    |   |            |          |   |             |  
|Write
      down of mineral claims                       |   | -                  |   | -          |          |   | 85,219      |  
|Shares issued in payment of bonus                        |   | -                  |   | -          |          |   | 2,660       |  
|                                                        
|Adjustments To Reconcile Net Loss To Net Cash            |   |                    |   |            |          |   |             |  
|Used By Operating Activities                             |   |                    |   |            |          |   |             |  
|Change in prepaid expenses                               |   | 35,891             |   | (169,473   | )        |   | -           |  
|Change in accounts payable and
      accrued liabilities |   | (1,335             | ) | 16,115     |          |   | 69,566      |  
|                                                         |   | (242,127           | ) | (1,239,805 | )        |   | (2,513,906  | )
|                                                        
|Cash Flows From Financing Activities                     |   |                    |   |            |          |   |             |  
|Issuance of convertible promissory
      note            |   | -                  |   | -          |          |   | 500,000     |  
|Issuance of share capital                                |   | -                  |   | 2,064,167  |          |   | 2,094,900   |  
|                                                         |   | -                  |   | 2,064,167  |          |   | 2,594,900   |  
|                                                        
|Cash Flows From Investing Activity                       |   |                    |   |            |          |   |             |  
|Acquisition of mineral claims                            |   | -                  |   | -          |          |   | (18,552     | )
|                                                        
|Increase (Decrease) In Cash                              |   | (242,127           | ) | 824,362    |          |   | 62,442      |  
|                                                        
|Cash, Beginning Of Period                                |   | 304,569            |   | 5,843      |          |   | -           |  
|                                                        
|Cash, End Of Period                                      | $ | 62,442             |   | 830,205    |          | $ | 62,442      |  
|                                                        
|SCHEDULE OF NON-CASH ACTIVITIES                          |   |                    |   |            |          |   |             |  
|Acquisition of Mineral Properties                        | $ | -                  |   | -          |          | $ | 66,667      |  
|Consulting Services                                      | $ | -                  |   | -          |          | $ | 2,660       |  
|Increase in share capital on
      conversion of         | $ | 2,220              |   | -          |          | $ | 2,220       |  
|Series
      “A” convertible preferred shares to         |   |                    |   |            |          |   |             |  
|Common
      Shares                                      |   |                    |   |            |          |   |             |  

5

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (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
        in Argentina. Upon location of a commercial minable 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.
        This contemplates that assets will be realized and liabilities and commitments
        satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | As shown in the accompanying consolidated financial
        statements, the Company has incurred a net loss of $2,671,351 for
        the period from December 21, 2001 (inception) to April 30, 2005, and has
        no source of revenue. The future of the Company is dependent upon its
        ability to obtain financing and upon future profitable operations from
        the development of its mineral properties. Management has plans to seek
        additional capital through a private placement and public offering of
        its capital stock. These conditions raise substantial doubt about the
        Company’s ability to continue as a going concern. Although there
        are no assurances that management’s plans will be realized, management
        believes that the Company will be able to continue operations in the future.
        The consolidated financial statements do not include any adjustments relating
        to the recoverability and classification of recorded assets, or the amounts
        of and classification of liabilities that might be necessary in the event
        the Company cannot continue in existence.
|  
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

6

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (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) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | 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. All inter-company transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | b) | Mineral Claim Payments and Exploration Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |    | The Company expenses all exploration costs incurred
        on its mineral properties, other than acquisition costs, prior to the
        establishment of proven and probable reserves. The Company regularly performs
        evaluations of its investment in mineral properties to assess the recoverability
        and/or the residual value of its investments in these assets. All long-lived
        assets are reviewed for impairment whenever events or circumstances change
        which indicate the carrying amount of an asset may not be recoverable,
        utilizing established guidelines based upon discounted future net cash
        flows from the asset or upon the determination that certain exploration
        properties do not have sufficient potential for economic mineralization.
        During the year ended January 31, 2005, the Company recorded impairments
        of $85,219 of its mineral properties. There were no mineral property
        impairments in the current period (2004 - $48,390).
|
| | c) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |    | The preparation of consolidated financial statements
        in conformity with United States generally accepted accounting principles
        requires management to make estimates and assumptions of future events
        that affect the reported amounts of assets and liabilities and disclosure
        of contingent 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 materially from those reported.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | d) | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |    | Environmental expenditures that relate to current
        operations are charged to operations or capitalized as appropriate. Expenditures
        that relate to an existing condition caused by past operations, and which
        do not contribute to current or future revenue generation, are charged
        to operations. Liabilities are recorded when environmental assessments
        and/or remedial efforts are probable, and the cost can be reasonably estimated.
        Generally, the timing of these accruals coincides with the earlier of
        completion of a feasibility study or the Company’s commitments to
        plan of action based on the then known facts.                                                                                                                                                                                                                                                                                                                                                 

8

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -------------------------------------------
|  

| | 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.
|

| |    | Exchange gains or losses arising on translation are included in income
      (loss) for the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | f) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |    | The Company has adopted Statement of Financial Accounting
        Standards No. 109 – “Accounting for Income taxes” (SFAS
        109). This standard requires the use of an asset and liability approach
        for financial accounting, and reporting on income taxes. If it is more
        likely than not that some portion or all of a deferred tax asset will
        not be realized, a valuation allowance is recognized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | g) | Earnings Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |    | Basic earnings (loss) per share of common stock
        is computed by dividing net income (loss) available to common shareholders
        by the weighted-average number of common shares outstanding for the period.
        Diluted earnings per share of common stock reflect the potential dilution
        that could occur if securities or other contracts to issue common stock
        were exercised or converted into common stock or resulted in the issuance
        of common stock that then shared in the earnings of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |    | At April 30, 2005, 1,333,334 common shares were held subject to an
          Escrow Agreement, to be released from escrow subject to the following
          conditions: release of 333,334 shares on the Company incurring additional
          exploration expenditures on the Dyakowski Properties of at least $400,000;
          release on additional 333,334 shares on expending additional $500,000
          and release of the remaining 666,666 shares on the Company’s geologist
          recommending further exploration. At any time in the event the Company’s
          geologist determines the Property no longer has merit all shares remaining
          in escrow shall be returned to the treasury of the Company and title
          to the Property shall be returned to the Vendor. The 1,333,334 common
          shares held subject to the Escrow Agreement have been excluded from
          the calculation of basic earnings per share.
        At April 30, 2005 potential common shares of 555,555 (2004 –
          Nil) related to the convertible promissory note and 1,333,334 relating
          to the Escrow Agreement, referred to above, were excluded from the computation
          of diluted loss per share since their effect is anti-dilutive.

9

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -------------------------------------------
|  

| | h) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | In March 2004, the Emerging Issues Task Force issued
        EITF 04-2, “Whether Mineral Rights are Tangible or Intangible Assets”
        (EITF 04-2). The Task Force reached a consensus that mineral rights are
        tangible assets. In April 2004, the FASB issued FASB Staff Positions (FSPs)
        FAS 141-1 and FAS 142-1, “Interaction of FASB Statements No. 141”,
        Business Combinations (SFAS 141), and No. 142, “Goodwill and Other
        Intangible Assets” (SFAS 142), and EITF Issue No. 04-2, “Whether
        Mineral Rights are Tangible or Intangible Assets”. The FSPs amend
        SFAS 141 and 142 to conform them to the Task Force consensus. The FSPs
        are effective for the first reporting period beginning after April 29,
        2004 adoption is permitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |    | In March 2004, the EITF issued EITF 04-3, “Mining
        Assets’ Impairment and Business Combinations”. EITF 04-3 requires
        mining companies to compare cash flows to the economic value of mining
        assets (including mineral properties and rights) beyond those assets’
        proven and probable reserves, as well as anticipated market price fluctuations,
        when assigning value in a business combination in accordance with SFAS
        141 and when testing the mining assets for impairment in accordance with
        SFAS 144. The consensus is effective for reporting periods beginning after
        March 31, 2004 but earlier adoption is permitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |    | In December 2004, the Financial Accounting Standards
        Board (FASB) issued Statement of Financial Accounting Standard (SFAS)
        No. 123R, “Share Based Payment”. SFAS 123R is a revision
        of SFAS No. 123 “Accounting for Stock-Based Compensation”,
        and supersedes APB Opinion No. 25, “Accounting for Stock Issued
        to Employees” and its related implementation guidance. SFAS
        123R establishes standards for the accounting for transactions in which
        an entity exchanges its equity instruments for goods or services. It also
        addresses transactions in which an entity incurs liabilities in exchange
        for goods or services that are based on the fair value of the entity’s
        equity instruments or that may be settled by the issuance of those equity
        instruments. SFAS 123R focuses primarily on accounting for transactions
        in which an entity obtains employee services in share-based payment transactions.
        SFAS 123R does not change the accounting guidance for share-based payment
        transactions with parties other than employees provided in SFAS 123 as
        originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting
        for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
        or in Conjunction with Selling, Goods or Services”. SFAS 123R
        does not address the accounting for employee share ownership plans, which
        are subject to AICPA Statement of Position 93-6, “Employers’
        Accounting for Employee Stock Ownership Plans”. SFAS 123R requires
        a public entity to measure the cost of employee services received in exchange
        for an award of equity instruments based on the grant-

10

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -------------------------------------------
|  

| | h) | Recent Accounting Pronouncements (continued) date
        fair value of the award (with limited exceptions). That cost will be recognized
        over the period during which an employee is required to provide service
        in exchange for the award – the requisite service period (usually
        the vesting period). SFAS 123R requires that the compensation cost relating
        to share-based payment transactions be recognized in financial statements.
        That cost will be measured based on the fair value of the equity or liability
        instruments issued. The scope of SFAS 123R includes a wide range of share-
        based compensation arrangements including share options, restricted share
        plans, performance-based awards, share appreciation rights, and employee
        share purchase plans. Public entities (other than those filing as small
        business issuers) will be required to apply SFAS 123R as of the first
        interim or annual reporting period that begins after June 15, 2005. Public
        entities that file as small business issuers will be required to apply
        SFAS 123R in the first interim or annual reporting period that begins
        after December 15, 2005. For nonpublic entities, SFAS 123R must be applied
        as of the beginning of the first annual reporting period beginning after
        December 15, 2005.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | In December 2004, FASB issued SFAS No. 153, “Exchanges
        of Nonmonetary Assets - An Amendment of APB Opinion No. 29”.
        The guidance in APB Opinion No. 29, “Accounting for Nonmonetary
        Transactions”, is based on the principle that exchanges of non-monetary
        assets should be measured based on the fair value of the assets exchanged.
        The guidance in that Opinion, however, included certain exceptions to
        that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception
        for non- monetary exchanges of similar productive assets and replaces
        it with a general exception for exchanges of non-monetary assets that
        do not have commercial substance. A non-monetary exchange has commercial
        substance if the future cash flows of the entity are expected to change
        significantly as a result of the exchange. The provisions of SFAS No.
        153 are effective for non-monetary asset exchanges occurring in fiscal
        periods beginning after June 15, 2005. Early application is permitted
        and companies must apply the standard prospectively.                                                                                                                                                                                                                                                    
|

|3. | ACQUISITION OF SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On February 24, 2004, the company purchased 100%
        of the outstanding stock of SCRN Properties Ltd. (“SCRN”).
        The acquisition has been accounted for using the purchase method of accounting.
        Accordingly, the results of operations for SCRN have been included in
        the accompanying consolidated financial statements from that date forward.
        The acquisition was made for the purpose of acquiring certain mineral
        properties owned by SCRN.
|  
|   | The aggregate acquisition price was $33,333,
        which was paid by issuance of 833,333 of the Company’s common stock.
        The value of the transaction was determined by management with reference
        to the share price of the Company. There was no trading in the Company’s
        shares for 10 days before and 10 days after the terms of the acquisition
        agreement were negotiated and publicly announced.                                                      

11

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|3. | ACQUISITION OF SUBSIDIARY (continued)                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The sole asset of SCRN was the mineral properties
        referred to above and the Company had no liabilities. See Note 4(c)(ii)
        for additional information regarding the property and the terms of the
        acquisition.
|  
|4. | MINERAL PROPERTY INTEREST                                                                                                                                                                                                            
|  

| | a) | Cinema Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | By an agreement dated December 28, 2001, as amended,
        the Company acquired a 75% interest in the Cinema Claims located in British
        Columbia, Canada, for cash 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 has elected not to continue in the joint
        venture with the vendor of the property and, as at December 31, 2003,
        no longer has an interest in the mineral claims.                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | b) | Pinguino Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |    | 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.                                                                                                                                                                                                                             
|
| |    | The agreement requires the following payments in
        order to acquire the property: CAD$50,000 on or before July 1, 2004
        (paid); CAD$75,000 on or before July 1, 2005; CAD$100,000 on or
        before July 1, 2006; CAD$100,000 on or before July 1, 2007; and CAD$125,000
        on or before July 1, 2008. The agreement is subject to a 2% net smelter
        royalty. The Company has the right at any time up to 60 days after commencement
        of commercial production to repurchase either one-half of the royalty
        for $1,000,000 or all of the royalty for $2,000,000.
|
| |    | The Agreement also provides for an “area of
        interest” such that, in the event that the option or 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) | Dyakowski Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|

| |  | (i) | Pursuant to the terms of a Mineral Property Acquisition Agreement, dated
      February 24, 2004, between the Company and a director of the Company, the
      Company acquired certain mineral claims located in the Santa Cruz Province
      of the Republic of Argentina, known as the “Dyakowski Property”
      for total consideration of 833,333 common shares of the Company. The shares
      have been issued and are subject to
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|4. | MINERAL PROPERTY INTEREST (Continued)
|-- | -------------------------------------
|  

| | c) | Dyakowski Property (continued)
| | -- | ------------------------------
|

| |  | (i)  | an Escrow Agreement whereby the shares will be released
        to the Vendor or returned to treasury as follows: the Company incurring
        exploration expenditures of at least $100,000 – release of 166,666
        common shares; additional expenditures of at least $400,000 –
        release of an additional 166,667 common shares; additional expenditures
        of at least $500,000 – release of an additional 166,667 common
        shares; Company’s geologist recommends further exploration –
        release of the remaining 333,333 common shares. At the time of each release
        to the Vendor, if the Company’s geologist determines the Property
        no longer has merit all common shares remaining in escrow shall be returned
        to the treasury of the Company and title to the Property shall be returned
        to the Vendor.
| |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (ii) | In addition, pursuant to the terms of a Share Purchase
        Agreement, dated February 24, 2004, between the Company and a director
        of the Company, the Company acquired a 100% interest in SCRN Properties
        Ltd. (“SCRN”), a Delaware corporation, the sole asset of which
        consisted of certain mineral claims located in the Rio Negro Province
        of the Republic of Argentina, known as the “SCRN Property”,
        for total consideration of 833,333 common shares of the Company. The shares
        have been issued and are subject to an Escrow Agreement identical to the
        terms of the escrow agreement related to the Mineral Property Acquisition
        Agreement for the “Dyakowski Property”, disclosed immediately
        above                                                                                       
|

| |    | The Dyakowski Property and the SCRN Property total
        128,964 acres.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | The Mineral Property Acquisition Agreement and the
        Share Purchase agreement also provide for an “area of interest”
        such that, in the event that the Vendor records any property claims within
        five (5) kilometres of the boundaries of either the Dyakowski Property
        or the SCRN Property, such claims will become subject to the respective
        Agreements.                                                                                                                                                                                                                                                                                                      
|
| | d) | Condor Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |    | 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” totalling 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 CAD$10,000.
        The Company has the right to repurchase either one-half of the royalty
        for CAD$1,000,000 or all of the royalty for CAD$2,000,000.
|
| | e) | Storm Cat Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |    | 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” totalling
        32,766 acres. As consideration for the Storm Cat Property the Company
        paid to the vendor the CAD$10,000.                                                                                                                                                                                              

12

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|5. | CONVERTIBLE PROMISSORY NOTE                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Convertible Promissory Note bears interest at
        10%, is payable on demand and is convertible into common shares, at the
        note holder’s option, at a conversion price of $0.90 per share
        (“Conversion Price”) or lesser adjusted amount determined
        as follows:
|  

| | a) | If the Company issues securities for a per share
        or conversion or exercise price which is less than the Conversion Price,
        then the Conversion Price shall be reduced to that lower price, or                                                                                                                                                                                                                                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) | If the Company ceases to devote the majority of
        its resources to the exploration and development of its Argentinean mineral
        properties or fails to make the required payments with respect to its
        Pinguino property, then the conversion price shall become the lower of
        the Conversion Price or 75% of the average trailing five day bid price
        of the Company’s common stock on the Over-The-Counter Bulletin Board.
|

| | The Company may repay the Note at anytime. 
      The full principal amount of the note is due  upon default under the
      terms of the note.
| | -----------------------------------------------------------------------------------------------------------------------------------------------

|6. | SHARE CAPITAL                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the period, holders of 2,000 share of Series
        “A” convertible preferred stock exercised their conversion
        right and converted those shares into 2,222,223 common shares.
|  
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                   
|  

| | a) | During the previous fiscal year the Company acquired certain mineral
      property interests from an individual who subsequently became an officer
      and a director of the Company and from companies which were controlled by
      that individual. Those mineral properties and the terms of the agreements
      are disclosed fully in Notes 3 and 4 b), c), d) and e).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) | Effective March 1, 2005, the Company entered into a management agreement
      with a director and officer for a period of six months at $4,100 per
      month. During the period the Company paid consulting fees of $12,190
      (2004: $7,520) relating to this management agreement.                                                                                       
|
| | c) | Effective February 1, 2005, the Company entered into a management agreement
      with a director and officer for a period of one year at $7,250 per month.
      During the period, the company paid consulting fees of $19,523 (2003:
      $8,842).                                                                                                                           

13

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ARGENTEX MINING CORPORATION(Formerly Delbrook Corporation)
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL, 2005 and 2004(Unaudited) 
  (Stated in U.S. Dollars)

|8. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | As at April 30, 2005, the Company and its subsidiary
        operate in one reportable segment, being the exploration for and the development
        of mining properties in Argentina. Identifiable assets, revenues and net
        loss in each geographic area are as follows:
|  

|           |   |              |  |   | 2005     |  |   |          |   |   |              |  |   | 2004     |  |   |            |  
|---------- | - | ------------ |  | - | -------- |  | - | -------- | - | - | ------------ |  | - | -------- |  | - | ---------- | -
|          
|           |   | Identifiable |  |   |          |  |   |          |   |   | Identifiable |  |   |          |  |   |            |  
|           |   | Assets       |  |   | Revenues |  |   | Net Loss |   |   | Assets       |  |   | Revenues |  |   | Net Loss   |  
|          
|Canada -   | $ | 62,442       |  | $ | -        |  | $ | (107,362 | ) | $ | 999,678      |  | $ | -        |  | $ | (917,432   | )
|Corporate  |   |              |  |   |          |  |   |          |   |   |              |  |   |          |  |   |            |  
|Argentina  |   | -            |  |   | -        |  |   | (169,321 | ) |   | -            |  |   | -        |  |   | (169,015   | )
|– Mineral  |   |              |  |   |          |  |   |          |   |   |              |  |   |          |  |   |            |  
|Properties |   |              |  |   |          |  |   |          |   |   |              |  |   |          |  |   |            |  
|           |   |              |  |   |          |  |   |          |   |   |              |  |   |          |  |   |            |  
|           | $ | 62,422       |  | $ | -        |  | $ | (276,683 | ) | $ | 5,843        |  | $ | -        |  | $ | (1,086,447 | )

14

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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

SANTA CRUZ PROVINCE

Pinguino

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

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

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

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

15

---

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

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

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

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

El Condor

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

RIO NEGRO PROVINCE

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

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

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

16

---

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

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

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

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

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

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

Results of Operations – Three Months Ended April
  30, 2005

We did not earn any revenues during the three months ended
  April 30, 2005. We do not anticipate earning revenues until such time as we
  have entered into commercial production of our mineral properties. We are presently
  in the exploration stage of our business and we can provide no assurance that
  we will discover commercially exploitable levels of mineral resources on our
  properties, or if such resources are discovered, that we will enter into commercial
  production of our mineral properties.

We incurred operating expenses in the amount of $396,047
  for the three and nine months ended April 30, 2005, respectively. These operating
  expenses included: (a) payments of $169,321 exploration of properties; (b)
  investor relations expenses in the amount of $15,962; (c) interest and bank
  charges of $16,918 (d)office related expenses in the amount of $9,867;
  (e) rent in the amount of $1,687; (f) professional fees in the amount of
  $21,002; (g) transfer agent and filing fees in the amount of $250; (h)
  consulting fees in the amount of $41,253 and (i) travel expenses of $423.

We incurred a loss in the amount of $276,683 for the three
  months ended April 30, 2005.

Liquidity and Capital Resources

17

---

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, 2005 we had cash of $62,442 and a working
  capital deficiency of $507,124.

We commenced a 3000 meter drill program on the Pinguino Property
  in Santa Cruz province, Argentina during February 2005. The focus of the drill
  program was to test the subsurface below anomalous trench results obtained on
  surface. In addition, additional preliminary prospecting and rock sampling exploration
  was carried out on a number of claims held by the company in the Deseado Massif
  area of Santa Cruz province. We believe that we currently have sufficient working
  capital to pay our administrative and general operating expenses through July
  30, 2005 and to complete our drilling exploration program on the Pinguino Property
  and our preliminary exploration program on our Santa Cruz Properties.

We will need to obtain additional funds (presumably through
  equity offerings and/or debt borrowing) in order to complete our drilling exploration
  program on the Pinguino Property and our preliminary exploration program on
  our Santa Cruz and Rio Negro Properties. We will also need to obtain additional
  funds in order to fund our general and administrative expenses beyond July 2005,
  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

18

---

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 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

19

---

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

Evaluation of Disclosure Controls and Procedures: As
  of April 30, 2005, the Company’s management carried out an evaluation,
  under the supervision of the Company’s Chief Executive Officer and the
  Chief Financial Officer of the effectiveness of the design and operation of
  the Company’s system of disclosure controls and procedures pursuant to
  the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange
  Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial
  Officer concluded that the Company’s disclosure controls and procedures
  were effective, as of the date of their evaluation, for the purposes of recording,
  processing, summarizing and timely reporting material information required to
  be disclosed in reports filed by the Company under the Securities Exchange Act
  of 1934.

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

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Part II—OTHER INFORMATION

Item 1. Legal Proceedings

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

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

| | None.
| | -----

Item 3. Defaults Upon Senior Securities

| | None.
| | -----

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

| | None.
| | -----

Item 5. Other Information

On May 20, 2005, Chris Dyakowski
  tendered his resignation as our President and a member of the Board of Directors,
  effective June 1. The Board of Directors elected Kenneth Hicks, our Vice President
  of Exploration, as President, effective June 1. In addition, the Board appointed
  Dr. Colin I. Godwin to the Board, effective June 1, to fill the vacancy created
  by the departure of Mr. Dyakowski.

|Item 6. | Exhibits                                                                                                                                                              
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|31.1    | Certification of Chief Executive
      Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
      Securities and Exchange Act of 1934, as amended
|       
|31.2    | Certification of Chief 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)          
|       
|32.2    | Certification pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 (Chief Financial Officer)          

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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 June 14, 2005.

| | ARGENTEX MINING CORPORATION              
| | -----------------------------------------
| |                                          
| |                                          
| | By: /s/ KENNETH HICKS                    
| | Kenneth Hicks,                           
| |                                          
| | President (Principal Executive Officer), 
| | Principal Financial Officer and Principal
| | Accounting Officer                       

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