---

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

FORM 10-QSB

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

For the quarterly period ended July 31, 2007

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

For the transition period from __________ to ____________

Commission file number 000-49995

ARGENTEX MINING
CORPORATION(Exact name of small business issuer as specified
in its charter)

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

Suite 2300, 1066 West Hastings Street, Vancouver, British
Columbia Canada V6E 3X2(Address of principal executive offices)

604.601.8366(Issuers telephone number)

Not Applicable(Former name, former address
and former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 [   ]

Check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X]   No [   ]

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- 2 -

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

28,311,552 common shares issued and outstanding as at
September 4, 2007.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

PART I

Item 1. Financial Statements.

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- 3 -





ARGENTEX MINING CORPORATION(An Exploration Stage
Company)

CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2007
(Unaudited) (Stated in U.S. Dollars)

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- 4 -

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

|                                                                               |   | July
      31, |   |   | January
      31, |  
|------------------------------------------------------------------------------ | - | -------------- | - | - | ----------------- | -
|                                                                               |   | 2007           |   |   | 2007              |  
|                                                                               |   | (Unaudited)    |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|ASSETS                                                                         |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Current                                                                        |   |                |   |   |                   |  
|Cash and cash equivalents                                                      | $ | 2,181,589      |   | $ | 901,549           |  
|Prepaid
      expenses                                                         |   | 286            |   |   | 286               |  
|                                                                               |   |                |   |   |                   |  
|Total
      current assets                                                     |   | 2,181,875      |   |   | 901,835           |  
|                                                                               |   |                |   |   |                   |  
|Equipment (Note 3)                                                             |   | 2,235          |   |   | 2,763             |  
|                                                                               |   |                |   |   |                   |  
|                                                                               | $ | 2,184,110      |   | $ | 904,598           |  
|                                                                               |   |                |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIENCY)                        |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Current liabilities                                                            |   |                |   |   |                   |  
|Accounts payable and
      accrued liabilities                                 | $ | 150,162        |   | $ | 586,917           |  
|Convertible promissory notes (Note 5)                                          |   | -              |   |   | 1,250,000         |  
|Promissory note - due to
      related party (Note 6)                          |   | -              |   |   | 90,410            |  
|Promissory notes - other (Note 6)                                              |   | -              |   |   | 100,000           |  
|                                                                               |   | 150,162        |   |   | 2,027,327         |  
|                                                                               |   |                |   |   |                   |  
|Stockholders' equity (deficiency)                                              |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Preferred stock,
      100,000,000 share authorized with a par value           |   |                |   |   |                   |  
|of $0.001 (issued: April 30, 2007 - Nil: January 31, 2007 -
      Nil)         |   |                |   |   |                   |  
|Preferred stock, Series A
      convertible, 2,000 authorized with a par value |   |                |   |   |                   |  
|of $0.001 (issued: July 31, 2007 - Nil: January 31,2007 -
      Nil)           |   | -              |   |   | -                 |  
|Common stock, 100,000,000
      shares authorized with a par value             |   | 28,131         |   |   | 20,997            |  
|of $0.001 (issued: July 31, 2007 - 28,131,553;                                 |   |                |   |   |                   |  
|January 31, 2007 - 20,996,723)                                                 |   |                |   |   |                   |  
|Additional paid-in capital                                                     |   | 10,127,181     |   |   | 4,978,759         |  
|Warrants                                                                       |   | -              |   |   | 82,000            |  
|Deficit
      accumulated during exploration stage                             |   | (8,121,364     | ) |   | (6,204,485        | )
|                                                                               |   |                |   |   |                   |  
|Total stockholders'
      equity (deficiency)                                  |   | 2,033,948      |   |   | (1,122,729        | )
|                                                                               |   |                |   |   |                   |  
|Total liabilities and stockholders' equity
      (deficiency)                  | $ | 2,184,110      |   | $ | 904,598           |  

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

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- 5 -

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

Three
    
    
    Three
    
    
    Six
    
    
    SixMonths
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    InceptionEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (DecemberJuly 31,
    
    
    July 31,
    
    
    July 31,
    
    
    July 31,
    
    
    21, 2001) to2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    July
      31, 2007ExpensesConsulting fees
    $
    76,121
    
    $
    45,630
    
    $
    122,070
    
    $
    86,682
    
    $
    686,741Depreciation
    
    335
    
    
    164
    
    
    528
    
    
    422
    
    
    1,937Investor relations and
      communication
    
    47,748
    
    
    29,689
    
    
    96,256
    
    
    41,932
    
    
    1,421,005Mineral property
      interests (Note 5)
    
    395,772
    
    
    285,892
    
    
    520,778
    
    
    525,975
    
    
    2,872,446Office and sundry
    
    21,370
    
    
    2,261
    
    
    25,699
    
    
    19,856
    
    
    147,077Rent
    
    4,101
    
    
    5,934
    
    
    8,276
    
    
    9,508
    
    
    43,277Professional fees
    
    66,775
    
    
    58,808
    
    
    110,315
    
    
    127,222
    
    
    575,977Stock-based
      compensation
    
    275,998
    
    
    139,150
    
    
    987,998
    
    
    239,283
    
    
    1,679,611Transfer agent fees
    
    4,611
    
    
    3,119
    
    
    8,213
    
    
    5,421
    
    
    70,112Travel
    
    4,653
    
    
    -
    
    
    6,696
    
    
    -
    
    
    64,416897,484
    
    
    570,647
    
    
    1,886,829
    
    
    1,056,301
    
    
    7,562,599Interest expense
    
    7,327
    
    
    35,968
    
    
    30,050
    
    
    68,882
    
    
    558,765Net Loss
    $
    904,811
    
    $
    606,615
    
    $
    1,916,879
    
    $
    1,125,183
    
    $
    8,121,364Basic and diluted loss per share
    $
    0.04
    
    $
    0.03
    
    $
    0.08
    
    $
    0.06Weighted average numberof shares outstanding
    
    25,347,196
    
    
    19,281,538
    
    
    23,414,470
    
    
    19,119,884


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

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- 6 -

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

Three
    
    
    Three
    
    
    Six
    
    
    SixMonths
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    InceptionEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (DecemberJuly 31,
    
    
    July 31,
    
    
    July 31,
    
    
    July 31,
    
    
    21, 2001) to2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    July
      31, 2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    $
    (904,811
    )
    $
    (606,615
    )
    $
    (1,916,879
    )
    $
    (1,125,183
    )
    $
    (8,121,364
    )Items not affecting cash:Depreciation
    
    335
    
    
    164
    
    
    528
    
    
    422
    
    
    1,937Stock-based compensation
    
    275,998
    
    
    139,150
    
    
    987,998
    
    
    239,283
    
    
    1,630,111Shares issued to
      acquire mineral properties
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    3,500Shares issued in payment of
      bonus
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    52,160Non-cash
      interest
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    333,333Changes in assets and liabilities:Prepaid expenses
    
    -
    
    
    18,369
    
    
    -
    
    
    (1,593
    )
    
    (286
    )Accounts payable and accrued
      liabilities
    
    (72,737
    )
    
    (17,923
    )
    
    (296,867
    )
    
    68,691
    
    
    290,050Net cash used in operating
      activities
    
    (701,215
    )
    
    (466,855
    )
    
    (1,225,220
    )
    
    (818,380
    )
    
    (5,810,559
    )CASH FLOWS FROM FINANCING ACTIVITIESIssuance of convertible promissory notes
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    1,500,000Issuance of promissory notes
    
    -
    
    
    190,410
    
    
    -
    
    
    1,190,410
    
    
    640,410Repayment of promissory notes
    
    (100,000
    )
    
    -
    
    
    (190,410
    )
    
    (450,000
    )
    
    (640,410
    )Proceeds from issuance of capital stock
    
    2,336,667
    
    
    50,000
    
    
    2,695,670
    
    
    50,000
    
    
    6,496,320Net cash provided by financing activities
    
    2,236,667
    
    
    240,410
    
    
    2,505,260
    
    
    790,410
    
    
    7,996,320CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
    
    -
    
    
    (117
    )
    
    -
    
    
    (117
    )
    
    (4,172
    )Net cash used in investing activities
    
    -
    
    
    (117
    )
    
    -
    
    
    (117
    )
    
    (4,172
    )Change in cash and cash equivalentsduring the period
    
    1,535,452
    
    
    (226,562
    )
    
    1,280,040
    
    
    (28,087
    )
    
    2,181,589Cash and cash equivalents, beginningof
      period
    
    646,137
    
    
    261,122
    
    
    901,549
    
    
    62,647
    
    
    -Cash and cash
      equivalents, end of period
    $
    2,181,589
    
    $
    34,560
    
    $
    2,181,589
    
    $
    34,560
    
    $
    2,181,589Cash paid for
      interest during the period
    $
    5,161
    
    $
    -
    
    $
    5,161
    
    $
    70,156
    
    $
    75,677Cash paid for income taxes duringthe period
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -


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

---

- 7 -

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSDEFICIENCYPERIODFROMINCEPTION,DECEMBER31, 2001, TO
JULY 31, 2007(Unaudited)(Stated in U.S.Dollars)

|                                    |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   | Deficit     |   |   |               |  
|----------------------------------- | ------------- |  | - | --------------- |  |  | ---------- | - | - | --------------- | - | - | --------------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                                    | Number of     |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   | accumulated |   |   |               |  
|                                    | Preferred     |  |   |                 |  |  | Number of  |   |   |                 |   |   |                 |   |   |          |  |   | During the  |   |   | Total         |  
|                                    | Shares Series |  |   |                 |  |  | common     |   |   |                 |   |   | Additional      |   |   |          |  |   | Exploration |   |   | Stockholders' |  
|                                    | A Convertible |  |   | Par
      Value |  |  | shares     |   |   | Par
      Value |   |   | Paid-in Capital |   |   | Warrants |  |   | Stage       |   |   | Equity        |  
|                                    |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|Balance, December 21,
      2001    | -             |  | $ | -               |  |  |            |   | $ | -               |   | $ | -               |   | $ | -        |  | $ | -           |   | $ | -             |  
|(date of incorporation)             |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|Shares issued:                      |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  | -             |  |   | -               |  |  | 5,000,000  |   |   | 5,000           |   |   | -               |   |   | -        |  |   | -           |   |   | 5,000         |  
|For cash at $0.02                   | -             |  |   | -               |  |  | 4,620,000  |   |   | 4,620           |   |   | 87,780          |   |   | -        |  |   | -           |   |   | 92,400        |  
|Net loss for the period             | -             |  |   | -               |  |  | 0          |   |   |                 |   |   | 0               |   |   | -        |  |   | (11,327     | ) |   | (11,327       | )
|Balance, January 31,
      2002     | -             |  |   | -               |  |  | 9,620,000  |   |   | 9,620           |   |   | 87,780          |   |   | -        |  |   | (11,327     | ) |   | 86,073        |  
|Net loss for the year               |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   | (58,694     | ) |   | (58,694       | )
|Balance, January 31,
      2003     | -             |  |   | -               |  |  | 9,620,000  |   |   | 9,620           |   |   | 87,780          |   |   | -        |  |   | (70,021     | ) |   | 27,379        |  
|Net loss for the year               | -             |  |   | -               |  |  | -          |   |   |                 |   |   | -               |   |   |          |  |   | (31,390     | ) |   | (31,390       | )
|Balance, January 31,
      2004     | -             |  |   |                 |  |  | 9,620,000  |   |   | 9,620           |   |   | 87,780          |   |   | -        |  |   | (101,411    | ) |   | (4,011        | )
|Shares returned to treasury         |               |  |   |                 |  |  | (4,600,000 | ) |   | (4,600          | ) |   | 4,600           |   |   | -        |  |   | -           |   |   | -             |  
|Shares issued:                      |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  | 2,000         |  |   | 2               |  |  | -          |   |   | -               |   |   | 1,997,498       |   |   | -        |  |   | -           |   |   | 1,997,500     |  
|To
      acquire a wholly-owned     | -             |  |   | -               |  |  | 833,333    |   |   | 833             |   |   | 32,500          |   |   | -        |  |   | -           |   |   | 33,333        |  
|corporations                        |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|To
      acquire a mineral property |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|                                    | -             |  |   | -               |  |  | 833,333    |   |   | 834             |   |   | 32,500          |   |   | -        |  |   | -           |   |   | 33,334        |  
|For stock dividend                  | -             |  |   | -               |  |  | 13,373,332 |   |   | 13,373          |   |   | (13,373         | ) |   | -        |  |   | -           |   |   | -             |  
|For a consulting
      agreement    |               |  |   |                 |  |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|                                    | -             |  |   | -               |  |  | 200,000    |   |   | 200             |   |   | 2,460           |   |   | -        |  |   | -           |   |   | 2,660         |  
|Net loss for the period             | -             |  |   | -               |  |  | -          |   |   | -               |   |   | -               |   |   |          |  |   | (2,293,257  | ) |   | (2,293,257    | )
|Balance, January 31,
      2005     | 2,000         |  |   | 2               |  |  | 20,259,998 |   |   | 20,260          |   |   | 2,143,965       |   |   | -        |  |   | (2,394,668  | ) |   | (230,441      | )

-Continued -

---

- 8 -

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSDEFICIENCYPERIODFROMINCEPTION,DECEMBER31, 2001, TO
JULY 31, 2007(Unaudited)

|                                    |               |   |   |                 |   |  |            |   |   |                 |   |   |                 |   |   |          |  |   | Deficit     |   |   |               |  
|----------------------------------- | ------------- | - | - | --------------- | - |  | ---------- | - | - | --------------- | - | - | --------------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                                    | Number of     |   |   |                 |   |  |            |   |   |                 |   |   |                 |   |   |          |  |   | accumulated |   |   |               |  
|                                    | Preferred     |   |   |                 |   |  | Number of  |   |   |                 |   |   |                 |   |   |          |  |   | During the  |   |   | Total         |  
|                                    | Shares Series |   |   |                 |   |  | common     |   |   |                 |   |   | Additional      |   |   |          |  |   | Exploration |   |   | Stockholders' |  
|                                    | A Convertible |   |   | Par
      Value |   |  | shares     |   |   | Par
      Value |   |   | Paid-in Capital |   |   | Warrants |  |   | Stage       |   |   | Equity        |  
|-continued-                         |               |   |   |                 |   |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|Balance, January 31,
      2005     | 2,000         |   |   | 2               |   |  | 20,259,998 |   |   | 20,260          |   |   | 2,143,965       |   |   | -        |  |   | (2,394,668  | ) |   | (230,441      | )
|Conversion of preferred shares      | (2,000        | ) |   | (2              | ) |  | 2,222,223  |   |   | 2,222           |   |   | (2,220          | ) |   | -        |  |   | -           |   |   | -             |  
|Shares returned
      to treasury   | -             |   |   | -               |   |  | (4,749,998 | ) |   | (4,750          | ) |   | (58,417         | ) |   | -        |  |   | -           |   |   | (63,167       | )
|Shares issued for cash              | -             |   |   | -               |   |  | 666,667    |   |   | 667             |   |   | 117,333         |   |   | 82,000   |  |   | -           |   |   | 200,000       |  
|Stock-based
      compensation      | -             |   |   | -               |   |  | -          |   |   | -               |   |   | 164,521         |   |   | -        |  |   | -           |   |   | 164,521       |  
|Non-cash interest                   | -             |   |   | -               |   |  | -          |   |   | -               |   |   | 333,333         |   |   | -        |  |   | -           |   |   | 333,333       |  
|Net loss                            | -             |   |   | -               |   |  | -          |   |   | -               |   |   | -               |   |   | -        |  |   | (1,478,308  | ) |   | (1,478,308    | )
|Balance, January 31, 2006           | -             |   |   |                 |   |  | 18,398,890 |   |   | 18,399          |   |   | 2,698,515       |   |   | 82,000   |  |   | (3,872,976  | ) |   | (1,074,062    | )
|Conversion of
      promissory note | -             |   |   | -               |   |  | 833,333    |   |   | 833             |   |   | 249,167         |   |   | -        |  |   | -           |   |   | 250,000       |  
|Shares issued for cash              | -             |   |   | -               |   |  | 1,534,500  |   |   | 1,535           |   |   | 1,532,965       |   |   | -        |  |   | -           |   |   | 1,534,500     |  
|Cost of
      issuing shares        | -             |   |   | -               |   |  | -          |   |   | -               |   |   | (78,750         | ) |   | -        |  |   | -           |   |   | (78,750       | )
|Shares issued for
      services    | -             |   |   | -               |   |  | 30,000     |   |   | 30              |   |   | 49,470          |   |   | -        |  |   | -           |   |   | 49,500        |  
|Exercise
      of stock options     | -             |   |   | -               |   |  | 200,000    |   |   | 200             |   |   | 49,800          |   |   | -        |  |   | -           |   |   | 50,000        |  
|Stock-based compensation            | -             |   |   | -               |   |  | -          |   |   | -               |   |   | 477,592         |   |   | -        |  |   | -           |   |   | 477,592       |  
|Net loss                            | -             |   |   | -               |   |  | -          |   |   | -               |   |   | -               |   |   | -        |  |   | (2,331,509  | ) |   | (2,331,509    | )
|Balance, January 31, 2007           | -             |   |   | -               |   |  | 20,996,723 |   |   | 20,997          |   |   | 4,978,759       |   |   | 82,000   |  |   | (6,204,485  | ) |   | (1,122,729    | )
|                                    |               |   |   |                 |   |  |            |   |   |                 |   |   |                 |   |   |          |  |   |             |   |   |               |  
|Shares issued for cash              | -             |   |   | -               |   |  | 130,720    |   |   | 131             |   |   | 156,733         |   |   | -        |  |   | -           |   |   | 156,864       |  
|Cost of
      issuing shares        | -             |   |   | -               |   |  | -          |   |   | -               |   |   | (12,528         | ) |   | -        |  |   | -           |   |   | (12,528       | )
|Exercise of stock options           | -             |   |   | -               |   |  | 666,667    |   |   | 666             |   |   | 214,001         |   |   | -        |  |   | -           |   |   | 214,667       |  
|Stock-based compensation            | -             |   |   | -               |   |  | -          |   |   | -               |   |   | 712,000         |   |   | -        |  |   | -           |   |   | 712,000       |  
|Net loss                            | -             |   |   | -               |   |  | -          |   |   | -               |   |   | -               |   |   | -        |  |   | (1,012,068  | ) |   | (1,012,068    | )
|Balance, April 31, 2007             | -             |   | $ | -               |   |  | 21,794,110 |   | $ | 21,794          |   | $ | 6,048,965       |   | $ | 82,000   |  | $ | (7,216,553  | ) | $ | (1,063,794    | )

-Continued -

---

- 9 -

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSDEFICIENCYPERIODFROMINCEPTION,DECEMBER31, 2001, TO
JULY 31, 2007(Unaudited)

|                               |               |  |   |           |  |  |            |  |   |           |  |   |                 |   |   |          |   |   | Deficit     |   |   |               |  
|------------------------------ | ------------- |  | - | --------- |  |  | ---------- |  | - | --------- |  | - | --------------- | - | - | -------- | - | - | ----------- | - | - | ------------- | -
|                               | Number of     |  |   |           |  |  |            |  |   |           |  |   |                 |   |   |          |   |   | accumulated |   |   |               |  
|                               | Preferred     |  |   |           |  |  | Number of  |  |   |           |  |   |                 |   |   |          |   |   | During the  |   |   | Total         |  
|                               | Shares Series |  |   |           |  |  | common     |  |   |           |  |   | Additional      |   |   |          |   |   | Exploration |   |   | Stockholders' |  
|                               | A Convertible |  |   | Par Value |  |  | shares     |  |   | Par Value |  |   | Paid-in Capital |   |   | Warrants |   |   | Stage       |   |   | Equity        |  
|-continued-                    |               |  |   |           |  |  |            |  |   |           |  |   |                 |   |   |          |   |   |             |   |   |               |  
|                               |               |  |   |           |  |  |            |  |   |           |  |   |                 |   |   |          |   |   |             |   |   |               |  
|Balance, April 31, 2007        | -             |  | $ | -         |  |  | 21,794,110 |  | $ | 21,794    |  | $ | 6,048,965       |   | $ | 82,000   |   | $ | (7,216,553  | ) | $ | (1,063,794    | )
|Conversion of promissory notes | -             |  |   | -         |  |  | 3,720,776  |  |   | 3,720     |  |   | 1,386,348       |   |   | -        |   |   | -           |   |   | 1,390,068     |  
|Shares issued for cash         | -             |  |   | -         |  |  | 1,800,000  |  |   | 1,800     |  |   | 2,068,200       |   |   | -        |   |   | -           |   |   | 2,070,000     |  
|Cost of issuing shares         | -             |  |   | -         |  |  | -          |  |   | -         |  |   | (180            | ) |   | -        |   |   | -           |   |   | (180          | )
|Shares issued for services     | -             |  |   | -         |  |  | 150,000    |  |   | 150       |  |   | 284,350         |   |   | (82,000  | ) |   | -           |   |   | 202,500       |  
|Exercise of warrants           | -             |  |   | -         |  |  | 666,667    |  |   | 667       |  |   | 266,000         |   |   | -        |   |   | -           |   |   | 266,667       |  
|Stock-based compensation       | -             |  |   | -         |  |  | -          |  |   | -         |  |   | 73,498          |   |   | -        |   |   | -           |   |   | 73,498        |  
|Net loss                       | -             |  |   | -         |  |  | -          |  |   | -         |  |   | -               |   |   | -        |   |   | (904,811    | ) |   | (904,811      | )
|                               | -             |  |   | -         |  |  | 28,131,553 |  |   | 28,131    |  |   | 10,127,181      |   |   | -        |   |   | (8,121,364  | ) |   | 2,033,948     |  

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

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJULY 31,
2007(Unaudited) (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The interim period financial statements have been
      prepared by the Company in conformity with generally accepted accounting
      principles in the United States of America. The preparation of financial
      data is based on accounting principles and practices consistent with those
      used in the preparation of annual financial statements, and in the opinion
      of management these financial statements contain all adjustments necessary
      (consisting of normally recurring adjustments) to present fairly the
      financial information contained therein. Certain information and footnote
      disclosure normally included in the financial statements prepared in
      conformity with generally accepted accounting principles in the United
      States of America have been condensed or omitted. These interim period
      statements should be read together with the most recent audited financial
      statements and the accompanying notes for the year ended January 31, 2007.
      The results of operations for the three period ended July 31, 2007 are not
      necessarily indicative of the results to be expected for the year ending
      January 31, 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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
$8,148,364 for the period from December 21, 2001 (inception) to July 31, 2007,
and has no source of revenue. The future of the Company is dependent upon its
ability to obtain financing and upon future profitable operations from the
development of its mineral properties. Management has plans to seek additional
capital through private placements and public offering of its capital stock.
These conditions raise substantial doubt about the Companys ability to continue
as a going concern. Although there are no assurances that managements plans
will be realized, management believes that the Company will be able to continue
operations in the future. The consolidated financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                             
|   | The consolidated financial statements follow the same
      significant accounting policies as those outlined in the notes to the
      audited consolidated financial statements for the year ended January 31,
      2007.

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|4. | EQUIPMENT
|-- | ---------

| |                    |   |       |  |   | July
      31, 2007 |  |   |                      | 
| | ------------------ | - | ----- |  | - | ------------------- |  | - | -------------------- | 
| |                    |   |       |  |   | Accumulated         |  |   |                      | 
| |                    |   | Cost  |  |   | Depreciation        |  |   | Net
      Book Value | 
| |                    |   |       |  |   |                     |  |   |                      | 
| | Office equipment   | $ | 116   |  | $ | 32                  |  | $ | 84                   | 
| | Computer equipment |   | 4,056 |  |   | 1,905               |  |   | 2,151                | 
| |                    | $ | 4,172 |  | $ | 1,937               |  | $ | 2,235                | 

| |                    |   |       |  |   | January 31, 2007 |  |   |                      | 
| | ------------------ | - | ----- |  | - | ---------------- |  | - | -------------------- | 
| |                    |   |       |  |   | Accumulated      |  |   |                      | 
| |                    |   | Cost  |  |   | Depreciation     |  |   | Net
      Book Value | 
| |                    |   |       |  |   |                  |  |   |                      | 
| | Office equipment   | $ | 116   |  | $ | 17               |  | $ | 99                   | 
| | Computer equipment |   | 4,056 |  |   | 1,392            |  |   | 2,664                | 
| |                    | $ | 4,172 |  | $ | 1,409            |  | $ | 2,763                | 

|5. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   | b)                        
|   |                           
|   |                           

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

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

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|5. | MINERAL PROPERTY INTERESTS (continued)                                         
|-- | -------------------------------------------------------------------------------
|   |                                                                                
|   | Claims acquired have been accounted for on a geographic
      basis as follows:

Three
    
    
    Three
    
    
    Six
    
    
    SixMonths
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    InceptionEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (DecemberJuly 31,
    
    
    July 31,
    
    
    July 31,
    
    
    July 31,
    
    
    21, 2001) to2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    July
      31, 2007Pinguino Project:Acquisition
    $
    93,700
    
    $
    90,410
    
    $
    93,700.00
    
    $
    91,463
    
    $
    289,715Assaying, testing and analysis
    
    6,185
    
    
    2,951
    
    
    32,329
    
    
    25,895
    
    
    200,392Camp and field supplies
    
    106,216
    
    
    51,236
    
    
    166,341
    
    
    84,205
    
    
    641,020Drilling
    
    142,704
    
    
    81,988
    
    
    154,739
    
    
    213,393
    
    
    1,091,621Geological and geophysical
    
    29,500
    
    
    58,427
    
    
    52,556
    
    
    85,076
    
    
    435,054Travel and accommodation
    
    9,556
    
    
    835
    
    
    12,198
    
    
    6,154
    
    
    57,205387,861
    
    
    285,847
    
    
    511,863
    
    
    506,186
    
    
    2,715,007Condor Project:Acquisition
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    7,528Camp and field supplies
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    198Geological and geophysical
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    4,185-
    
    
    -
    
    
    -
    
    
    -
    
    
    11,911Santa Cruz Properties:Acquisition
    
    4,141
    
    
    -
    
    
    5,145
    
    
    3,841
    
    
    15,9824,141
    
    
    -
    
    
    5,145
    
    
    3,841
    
    
    15,982Rio Negro Properties:Camp and field supplies
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    51,836Geological and geophysical
    
    3,770
    
    
    -
    
    
    3,770.00
    
    
    -
    
    
    36,691Travel and accommodation
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    9,6143,770
    
    
    -
    
    
    3,770.00
    
    
    -
    
    
    98,141Other:
    
    -
    
    
    45
    
    
    0
    
    
    15,948
    
    
    31,405$
    395,772
    
    $
    285,892
    
    $
    520,778
    
    $
    525,975
    
    $
    2,872,446


---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|6. | PROMISSORY NOTES                                                                                   
|-- | ---------------------------------------------------------------------------------------------------
|   |                                                                                                    
|   | Promissory notes payable are unsecured and are comprised
      of the following individual amounts:

July
      31,
    
    
    January 31,Date Issued
    
    Maturity
    
    
    Interest Rate
    
    
    2007
    
    
    2007Due to a related party:July 2006
    
    On demand
    
    
    6%
    
    
    -
    
    
    90,410Other:June 2006
    
    August 28, 2006
    
    
    $5,000 flat rate
    
    
    -
    
    
    100,000-
    
    
    100,000-
    
    
    190,410


|7. | CONVERTIBLE PROMISSORY NOTES                                                                           
|-- | -------------------------------------------------------------------------------------------------------
|   |                                                                                                        
|   | Convertible promissory notes are unsecured and are
      comprised of the following individual amounts:

July
      31,
    
    
    January 31,Date Issued
    
    Maturity
    
    
    Interest Rate
    
    
    2007
    
    
    2007December 2004
    
    On demand
    
    
    10%
    
    $
    -
    
    $
    250,000March 2006
    
    On demand after August 2, 2007
    
    
    8%
    
    
    -
    
    
    500,000March 2006
    
    On demand after August 2, 2007
    
    
    8%
    
    
    -
    
    
    500,000$
    -
    
    $
    1,250,000


The 10% convertible promissory note 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.

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|7. | CONVERTIBLE PROMISSORY NOTES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company may repay the note at any time. The full
      principal amount of the note is due upon default under the terms of the
      note. Following a private placement in June 2005, the conversion price was
      reduced to $0.30. At the time of the reduction of the conversion price,
      the Companys shares were trading at approximately $0.50 per share
      resulting in a benefit to the note holder. In accordance with Financial
      Accounting Standards Boards Emerging Issues Task Force Issue Number 00-27
      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Application of Issue No. 98-5 to Certain Convertible
      Instruments, a calculated benefit in the amount of $333,333 was
      included in interest expense for the year ended January 31,
2006.                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In March 2006, $250,000 of the principal amount was
      converted to 833,333 common shares and the terms of repayment for the
      balance of the note were amended to be payable on demand but not before
      October 18, 2007. In May 2007, the balance of the note and accrued
      interest was converted to 982,420 common shares.                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The 8% convertible promissory notes issued March 21, 2006
      may be prepaid at any time without penalty. Upon 90 days notice by the
      holder, the notes are convertible into common shares of the Company at a
      conversion price of $0.40 per share. The promissory notes are due on
      demand, but the holder has agreed that it cannot make demand until August
      27, 2007. In May 2007, the balance of the notes and accrued interest was
      converted to 2,738,356 common shares.                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|8. | SHARE CAPITAL (continued)
|-- | -------------------------
|   |                          
|   | h.                       
|   |                          
|   | i.                       
|   |                          
|   | j.                       
|   |                          
|   | k.                       
|   |                          
|   | l.                       

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|8. | SHARE CAPITAL (continued)
|-- | -------------------------
|   |                          
|   | m.                       
|   |                          
|   | n.                       
|   |                          
|   | o.                       
|   |                          
|   | p.                       
|   |                          
|   | q.                       
|   |                          
|   | r.                       
|   |                          
|   | s.                       
|   |                          
|   | t.                       
|   |                          
|   | u.                       

Share purchase warrants

Share purchase warrant transactions are
summarized as follows:

| |                                   |  | Number of |   |   | Weighted Average | 
| | --------------------------------- |  | --------- | - | - | ---------------- | 
| |                                   |  | Shares    |   |   | Exercise Price   | 
| |                                   |  |           |   |   |                  | 
| | Balance as at January 31, 2006    |  | 666,667   |   | $ | 0.40             | 
| | Issued                            |  | 767,250   |   |   | 1.75             | 
| | Balance as at January 31, 2007    |  | 1,433,917 |   |   | 1.12             | 
| | Issued                            |  | 973,637   |   |   | 1.30             | 
| | Balance as at April 30, 2007      |  | 2,407,554 |   |   | 1.19             | 
| | Issued                            |  | 900,000   |   |   | 1.50             | 
| | Exercised                         |  | (666,667  | ) |   | 0.40             | 
| | Balance as at
      July 31, 2007 |  | 2,640,887 |   | $ | 1.50             | 

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|8. | SHARE CAPITAL (continued)                                                                      
|-- | -----------------------------------------------------------------------------------------------
|   |                                                                                                
|   | At July 31, 2007, the following share purchase warrants
      were outstanding and exercisable:

| | Number of |  | Exercise  |                  
| | --------- |  | --------- | -----------------
| | shares    |  | Price     | Expiry Date      
| |           |  |           |                  
| | 52,500    |  | $    1.75 | October 2, 2008  
| | 72,500    |  | $    1.75 | October 10, 2008 
| | 174,200   |  | $    1.75 | November 20, 2008
| | 250,000   |  | $    1.75 | November 28, 2008
| | 14,000    |  | $    1.75 | December 13, 2008
| | 204,050   |  | $    1.75 | January 18, 2009 
| | 73,637    |  | $    1.85 | February 28, 2009
| | 900,000   |  | $    1.25 | April 13, 2009   
| | 900,000   |  | $    1.50 | July 4, 2009     
| | 2,640,887 |  |           |                  

On April 13, 2007 the Company entered
into a consulting agreement with a company controlled by the President of the
Company to provide the services of the President to the Company. Consideration
under the Agreement included the issuance of 900,000 warrants exercisable at
$1.25 for a two year period. The warrants were valued, using the Black Scholes
valuation model, at $712,000 and recorded as stock based compensation in the
financial statements. The assumptions used in the Black Scholes model were: risk
free interest rate  4.7%; expected life of the warrants  2 years; annualized
volatility  4.7%; and dividend rate  0%.

Stock Options

On February 16, 2005, the Company
adopted its 2005 Incentive Stock Plan (the "2005 Plan") to grant options to
directors, officers, employees and consultants. Under the 2005 Plan, the Company
may grant options to acquire up to 2,500,000 common shares of the Company.

Stock option transactions are
summarized as follows:

| |                                   |  | Number of |   |   | Weighted Average | 
| | --------------------------------- |  | --------- | - | - | ---------------- | 
| |                                   |  | Shares    |   |   | Exercise Price   | 
| |                                   |  |           |   |   |                  | 
| | Balance at January 31, 2006       |  | 1,420,000 |   | $ | 0.25             | 
| | Issued                            |  | 920,000   |   |   | 0.53             | 
| | Exercised                         |  | (200,000  | ) |   | 0.25             | 
| | Balance at January 31, 2006       |  | 2,140,000 |   |   | 0.25             | 
| | Exercised                         |  | (666,666  | ) |   | 0.32             | 
| | Balance at January 31, 2007       |  | 1,473,334 |   |   | 0.34             | 
| | Granted                           |  | 150,000   |   |   | 1.35             | 
| | Balance at
      January 31, 2007 |  | 1,623,334 |   | $ | 0.48             | 

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|8. | SHARE CAPITAL (continued)                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                     
|   | The weighted average fair value per stock option granted
      during the six months ended July 31, 2007 was $0.92 (2006 -
  $0.53).
|   |                                                                                                                                     
|   | At July 31, 2007, the following stock options were
      outstanding and exercisable:                                               

| | Number of |  | Exercise  |                  
| | --------- |  | --------- | -----------------
| | shares    |  | Price     | Expiry Date      
| |           |  |           |                  
| | 270,000   |  | $    0.25 | December 13, 2009
| | 50,000    |  | $    0.25 | June 29, 2010    
| | 400,000   |  | $    0.49 | February 7, 2011 
| | 200,000   |  | $    0.58 | February 9, 2011 
| | 120,000   |  | $    0.62 | March 10, 2010   
| | 433,334   |  | $    0.25 | June 26, 2015    
| | 150,000   |  | $    1.35 | May 11, 2011     
| | 1,623,334 |  |           |                  

Stock-based compensation

The fair value of stock options granted
during the six months ended July 31, 2007 was $137,472 (2006 - $400,532) which
is being recognized over the options vesting periods. Total stock-based
compensation recognized during the six months ended April 30, 2007 was $73,498
(2006 - $139,150). Stock-based compensation has been recorded in the
consolidated statements of operations as stock-based compensation expenses with
corresponding additional paid-in capital recorded in stockholders' equity:

The following weighted average
assumptions were used for the Black-Scholes valuations of stock options granted
during the period:

| |                          | Six
      Months | Six
      Months
| | ------------------------ | ---------------- | ----------------
| |                          | Ended July       | Ended July      
| |                          | 31, 2007         | 31, 2006        
| |                          |                  |                 
| |                          |                  |                 
| | Risk-free intereste rate | 4.23%            | 3.98%           
| | Expected life of options | 4.0 years        | 4.9 years       
| | Annualized volatility    | 93%              | 119%            
| | Dividend rate            | 0%               | 0%              
| |                          |                  |                 

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|9. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   |                           

---

**ARGENTEX MINING CORPORATION (An Exploration Stage
Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31,
2007**(Unaudited) (Stated in U.S. Dollars)

|10. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|    | At July 31, 2007, the Company and its subsidiaries
      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:

| |                     |   |                     |  |   | January 31, | 
| | ------------------- | - | ------------------- |  | - | ----------- | 
| |                     |   | July
      31, 2007 |  |   | 2007        | 
| |                     |   |                     |  |   |             | 
| | Identifiable assets |   |                     |  |   |             | 
| | Canada              | $ | 2,082,898           |  | $ | 892,560     | 
| | Argentina           |   | 101,212             |  |   | 12,038      | 
| |                     | $ | 2,184,110           |  | $ | 904,598     | 

| |                   |   | Three    |  |   | Three    |  |   | Six       |  |   | Six       | 
| | ----------------- | - | -------- |  | - | -------- |  | - | --------- |  | - | --------- | 
| |                   |   | Months   |  |   | Months   |  |   | Months    |  |   | Months    | 
| |                   |   | Ended    |  |   | Ended    |  |   | Ended     |  |   | Ended     | 
| |                   |   | July 31, |  |   | July 31, |  |   | July 31,  |  |   | July 31,  | 
| |                   |   | 2007     |  |   | 2006     |  |   | 2007      |  |   | 2006      | 
| |                   |   |          |  |   |          |  |   |           |  |   |           | 
| | Loss for the year |   |          |  |   |          |  |   |           |  |   |           | 
| | Canada            | $ | 490,513  |  | $ | 84,013   |  | $ | 1,320,901 |  | $ | 562,888   | 
| | Argentina         |   | 414,298  |  |   | 522,602  |  |   | 595,978   |  |   | 562,295   | 
| |                   | $ | 904,811  |  | $ | 606,615  |  | $ | 1,916,879 |  | $ | 1,125,183 | 

|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Subsequent to July 31, 2007, the Company issued 180,000
      Units to a finder in payment of a finders fee due pursuant to a finders
      fee agreement dated July 27, 2007. Each Unit consisted of one common share
      and one-half of one common share purchase warrant. Each whole common share
      purchase warrant is exercisable into one common share at a price of $1.50
      per warrant share until July 4, 2009. This finders fee was paid for
      services rendered by the finder, a registered broker- dealer, for services
      rendered in connection with a private placement with a qualified
      institutional buyer that we completed on July 4,
2007.

---

- 22 -

Item 2. Managements Discussion and Analysis and Plan of
Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as
that term is defined in the Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors and the risks set out below, any of which may
cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post- closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

---

- 23 -

Forward looking statements are made based on our managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our consolidated financial statements and the related notes
that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all
references to common shares refer to the common shares in our capital stock
and the terms we, us and our mean Argentex Mining Corporation, a Nevada
corporation, and our wholly owned subsidiaries SCRN Properties Ltd., a Delaware
corporation and Argentex Mining Corporation, a Delaware corporation.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

Over the next 12 months we intend to continue our exploration
programs. We anticipate that we will incur the following operating expenses
during this period:

Estimated Funding Required During the Next
      12 MonthsExpense
    AmountMineral exploration expenses and holding costs
    $876,000Professional fees
    $133,000Investor relations
    $42,000Rent, utilities and insurance
    $24,000Other general administrative expenses
    $253,000Total
    $1,328,000Cash on hand, September 1, 2007, estimated
    $2,155,000Estimated excess of cash resources over minimum
      cash requirements
    $827,000


We believe that we may require additional funds to implement
our growth strategy in exploration operations. These funds may be raised through
equity financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. There is no assurance that we
will be able to maintain operations at a level sufficient for an investor to
obtain a return on his investment in our common stock. Further, we may continue
to be unprofitable.

During the 12 months ending August 31, 2008, we intend to focus
our exploration activities almost entirely on our Pinguino property. We will
require a minimum of approximately $1,328,000 to proceed with our plan of
operation over the next 12 months, exclusive of any acquisition or development
costs but including administrative and exploration costs. We had cash in the
amount of $2,181,589 and working capital in the amount of $2,031,713 as of July
31, 2007. During the quarter ended July 31, 2007, we raised $2,336,667. Cash on
hand as of the date of filing of this quarterly report on Form 10-QSB is
sufficient to fund our currently budgeted operating requirements for the next 12
months, but our budget could increase in response to field conditions, drill
results and other matters that cannot be currently anticipated. We may need to
raise additional funds. We plan to raise any required funds through private

---

- 24 -

placement sales of our common stock but we do not currently
have any arrangements in place for the completion of any private placement
financings and there can be no assurance that we will be successful in
completing any private placement financings.

LIQUIDITY AND CAPITAL RESOURCES

Our principal capital resource has been the sale of convertible
debt instruments and common stock, although we have in the past and may in the
future use shareholder loans, advances from related parties, or borrowing to
meet future needs.

At July 31, 2007, we had working capital of $2,031,713 compared
to a working capital deficiency of $1,125,492 at January 31, 2007.

At July 31, 2007, our total current assets were $2,181,878,
consisting of cash and cash equivalents of $2,181,589 and prepaid expenses of
$286, compared to total current assets of $901,835 at January 31, 2007.

At July 31, 2007, our total current liabilities were $150,162,
compared to total current liabilities of $2,027,327 at January 31, 2007. Current
liabilities at January 31, 2007 included five promissory notes and accrued
interest thereon, all of which were converted to common stock or repaid during
the quarter ended July 31, 2007.

At July 31, 2007, we had cash on hand of $2,181,589 compared to
$901,549 at January 31, 2007. During the quarter ended July 31, 2007, we raised
$2,336,667 through the sale of our equity securities. Effective May 31, 2007, we
converted three convertible debentures having an aggregate principal amount of
$1,250,000 (one in the principal amount of $250,000 and two in the principal
amount of $500,000) and outstanding interest (in the aggregate amount of
$140,068) into an aggregate of 3,720,776 shares of our common stock.

Three months ended July 31, 2007 compared to three months
ended July 31, 2006

For the three month period ended July 31, 2007, we incurred a
net loss of $904,811 compared to a net loss of $606,615 for the three month
period ended July 31, 2006. At July 31, 2007, we had incurred a net loss since
inception of $8,121,364. Mineral property interests expense was $395,772 for the
three month period ended July 31, 2007 compared to $285,892 for the three month
period ended July 31, 2006. The difference was primarily due to an expanded
drilling program. Stock-based compensation for the three month period ended July
31, 2007 was $275,998 compared to $139,150 for the three month period ended July
31, 2006. The difference was primarily due to stock options issued to
consultants and the fair value of shares issues as a bonus to field employees .

Operating expenses for the three month period ended July 31,
2007 were $897,484 compared to $570,647 during the three month period ended July
31, 2006.

Six months ended July 31, 2007 compared to six months ended
July 31, 2006

For the six month period ended July 31, 2007, we incurred a net
loss of $1,916,879 compared to a net loss of $1,125,183 for the six month period
ended July 31, 2006. At July 31, 2007, we had incurred a net loss since
inception of $8,121,364. Mineral property interests expense was $520,778 for the
six month period ended July 31, 2007 compared to $525,975 for the six month
period ended July 31, 2006. Stock-based compensation for the six month period
ended July 31, 2007 was $987,998 compared to $239,283 for the

---

- 25 -

six month period ended July 31, 2006. The difference was
primarily due to the fair value of warrants issued to our president and the fair
value of shares issued as a bonus to field employees.

Operating expenses for the six month period ended July 31, 2007
were $1,886,829 compared to $1,056,301 during the six month period ended July
31, 2006.

Product Research and Development

We do not anticipate that we will spend any significant sums on
research and development over the twelve month period ending August 31, 2008.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending August 31, 2008.

Employees

As of August 31, 2007, our company did not have any employees,
but our subsidiary, SCRN Properties Ltd., employs one person on a full-time
basis as its legal representative in Argentina. Our President, our Chief
Financial Officer and our part-time bookkeeper all provide services pursuant to
consulting contracts. None of our consultants, including our Chief Financial
Officer but excluding our President, are required by the terms of their
consulting agreements to spend all of their time on our affairs. Our President
is required to spend substantially all of his time working on our affairs.

We also engage contractors from time to time to consult with us
on specific corporate affairs or to perform specific tasks in connection with
our exploration programs.

We retain consultants on the basis of ability and experience.
Except as set forth above, neither we nor any person acting on our behalf has
any preliminary agreement or understanding, nor do we contemplate any such,
concerning any aspect of our operations pursuant to which any person would be
hired, compensated or paid a finders fee.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, and to the circumstances described above, in their Notes to
our financial statements for the year ended January 31, 2007, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern.

We have historically incurred losses since inception. From
inception through July 31, 2007, we incurred losses of $8,121,364. Because of
these historical losses and our continuing failure to generate any revenue from
operations, we believe that we will require additional working capital to
develop our business operations in the future. We intend to raise any additional
working capital required through private placements, public offerings and/or
advances from related parties or shareholder loans. We do not currently have any
arrangements for any such financing in place.

The continuation of our business is dependent upon obtaining
further financing and achieving a break-even or profitable level of operations.
The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current or future stockholders.
Obtaining commercial

---

- 26 -

loans, assuming those loans would be available, would increase
our liabilities and future cash commitments.

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash-flow from
operations; or (2) obtain additional financing through either private
placements, public offerings and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not be able to continue our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period. Actual results
could differ from those estimates.

For purposes of the cash-flow statements, we consider all
highly liquid investments with original maturities of three months or less at
the time of purchase to be cash equivalents.

Resource property costs represent the acquisition costs and
capitalized expenditures related to the acquisition, exploration and development
of interests in resource properties. Mineral property costs include initial
acquisition costs and related option payments, which are recorded when paid.
Exploration and development costs are capitalized until properties are brought
into production, at which time costs are amortized on a unit of production basis
over economically recoverable reserves. Option payments are credited against
mineral property costs when received. No gain or loss on disposition of a
partial interest is recorded until all carrying costs of the interest have been
offset by proceeds of sale or option payments received.

We account for income taxes under the asset and liability
method. The asset and liability method of accounting for income taxes recognizes
future tax assets and liabilities for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and the respective tax bases. Future tax assets and
liabilities are measured using enacted or substantively enacted tax rates
expected to apply when the asset is realized or the liability settled. A
reduction in respect of the benefit of a future tax asset (evaluation allowance)
is recorded against any future tax asset if it is not likely to be realized. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that the tax rate changes.

---

- 27 -

Basic and diluted net loss per common share is computed based
upon the weighted average common shares outstanding during the year. Shares held
in escrow are excluded from the calculation of the weighted average number of
common shares outstanding.

Basis of Presentation

The consolidated financial statements include the accounts of
our company and our wholly owned Delaware subsidiaries, SCRN Properties Ltd. and
Argentex Mining Corporation. All inter-company transactions have been
eliminated.

Mineral Claim Payments and Exploration Expenditures

We expense all costs related to the acquisition, maintenance
and exploration of our unproven mineral properties to which we have secured
exploration rights. If and when proven and probable reserves are determined for
a property and a feasibility study prepared with respect to the property, then
subsequent development costs of the property will be capitalized. To date we
have not established the commercial feasibility of our exploration prospects,
therefore all costs have been expensed.

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.

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 our commitments to a plan of action based on the then known facts.

Foreign Currency Translation

Our 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.

Income Taxes

We have 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.

---

- 28 -

Earnings Per Share

We compute net income (loss) per share in accordance with SFAS
No. 128, Earnings per Share which requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic
EPS is computed by dividing net income (loss) available to common shareholders
by the weighted average number of common shares outstanding during the year.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Because we do not have any potentially dilutive securities only basic loss per
share is presented in the accompanying financial statements.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (
the FASB) issued Statement of Accounting Standard No. 159 (FAS No. 159),
The Fair Value Option for Financial Assets and Financial Liabilities.
This Statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. We do not
expect the implementation of SFAS No. 159 will have any material impact on our
financial position and results of operations.

RISK FACTORS

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward-looking
statements. Such forward-looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions,
or other future performance suggested herein. We undertake no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date of such statements.

Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution readers of this quarterly report that important factors in some cases
have affected and, in the future, could materially affect actual results and
cause actual results to differ materially from the results expressed in any such
estimates, projections or other forward-looking statements. In evaluating us,
our business and any investment in our business, readers should carefully
consider the following factors.

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

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- 29 -

Risks Associated With Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. Current laws and regulations could
be amended and we might not be able to comply with them, as amended. Further,
there can be no assurance that we will be able to obtain or maintain all permits
necessary for our future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are

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required and are not obtained, we may be delayed or prohibited
from proceeding with planned exploration or development of our mineral
properties.

If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource, and our business could fail.

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all the hazards
and risks inherent in the exploration for mineral resources and, if we discover
a mineral resource in commercially exploitable quantity, our operations could be
subject to all of the hazards and risks inherent in the development and
production of resources, including liability for pollution, cave-ins or similar
hazards against which we cannot insure or against which we may elect not to
insure. Any such event could result in work stoppages and damage to property,
including damage to the environment. We do not currently maintain any insurance
coverage against these operating hazards. The payment of any liabilities that
arise from any such occurrence would have a material adverse impact on our
company.

Mineral prices are subject to dramatic and unpredictable
fluctuations.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver and copper. The price of those commodities has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims. If
we cannot continue to acquire properties to explore for mineral resources, we
may be required to reduce or cease operations.

The mineral exploration, development, and production industry
is largely un-integrated. We compete with other exploration companies looking
for mineral resource properties. While we compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we
will not compete with them for the removal or sales of mineral products from our
properties if we should eventually discover the presence of them in quantities
sufficient to make production economically feasible. Readily

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- 31 -

available markets exist worldwide for the sale of mineral
products. Therefore, we will likely be able to sell any mineral products that we
identify and produce.

In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.

Risks Related To Our Company

We have a limited operating history on which to base an
evaluation of our business and prospects.

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve. As
a result, we have never had any revenues from our operations. In addition, our
operating history has been restricted to the acquisition and exploration of our
mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. During the twelve months ending August 31, 2008, we expect to spend
approximately $843,000 on the maintenance and exploration of our mineral
properties and the operation of our company. We therefore expect to continue to
incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from mining operations and any
dispositions of our properties, we will not be able to earn profits or continue
operations. At this early stage of our operation, we also expect to face the
risks, uncertainties, expenses and difficulties frequently encountered by
companies at the start up stage of their business development. We cannot be sure
that we will be successful in addressing these risks and uncertainties and our
failure to do so could have a materially adverse effect on our financial
condition. There is no history upon which to base any assumption as to the
likelihood that we will prove successful and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
incorporation and we anticipate that we will continue to incur operating
expenses without revenues unless and until we are able to identify a mineral
resource in a commercially exploitable quantity on one or more of our mineral
properties and we build and operate a mine. We had cash in the amount of
$2,181,589 as of July 31, 2007. During the quarter, we raised gross proceeds
from sales of equity of $2,336,667. At July 31, 2007, we had working capital of
$2,031,713. We incurred a net loss of $1,916,879 for the six month period ended
July 31, 2007 and $8,121,364 since inception on December 21, 2001. We estimate
our average monthly operating expenses to be approximately $110,000, including
exploration, general and administrative expense and investor relations expenses.
Should the results of our planned exploration, require us to increase our
operating budget, we may have to raise additional funds to meet our currently
budgeted operating requirements for the next 12 months . As we cannot assure a
lender that we will be able to successfully explore and develop our mineral
properties, we will probably find it difficult to raise debt financing from
traditional lending sources. We have traditionally raised our operating capital
from sales of equity and debt securities, but there can be no assurance that we
will continue to be able to do so. If we cannot raise the money that we need to
continue exploration of our mineral properties, we may be forced to delay,

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scale back, or eliminate our exploration activities. If any of
these were to occur, there is a substantial risk that our business would fail.

These circumstances lead our independent registered public
accounting firm, in their report dated April 26, 2007, to state that 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. We continue to experience net operating losses.

Although our primary exploration property is titled in our
name, our rights to that property are subject to a written option agreement. If
we materially breach the terms of that option agreement, our rights in the
property could be forfeit.

We entered into a Mineral Property Acquisition Agreement dated
February 24, 2004 with Christopher Dyakowski, an ex-director and officer of our
company, whereby we agreed to make periodic option payments in cash in exchange
for an option to purchase up to 100% of the mineral rights in the parcel of
claims that we refer to as the Pinguino property, located in the Santa Cruz
province of Argentina. If we fail to make these payments timely, our option on
the Pinguino property could lapse and our interest in the Pinguino property
could be forfeit. If this were to happen, our business would be harmed.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the National Association of Securities Dealers. Trading in stock quoted on the
OTC Bulletin Board is often thin and characterized by wide fluctuations in
trading prices, due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the NASDs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not

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- 33 -

otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the National Association of Securities
Dealers has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the National Association of Securities Dealers believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The National Association of Securities
Dealers requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Other Risks

Because all of our officers and directors are located in
non-U.S. jurisdictions, you may have no effective recourse against them for
misconduct and you may not be able to enforce judgement and civil liabilities
against our officers, directors, experts and agents.

All of our directors and officers are nationals and/or
residents of countries other than the United States and all or a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for investors to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 3. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our companys disclosure controls and procedures as of the end of the period
covered by this quarterly report, being July 31, 2007. This evaluation was
carried out

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- 34 -

under the supervision and with the participation of our
companys management, including our companys president and chief executive
officer. Based upon that evaluation, our companys president and chief executive
officer concluded that our companys disclosure controls and procedures are
effective as at the end of the period covered by this report. There have been no
changes in our companys internal controls or in other factors, which could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or has a material interest adverse to us.

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

On May 11, 2007, we issued 150,000 share purchase options to a
consultant to our company at an exercise price of $1.35. These options have a
term of four years from the date of grant. These options are subject to vesting
provisions contained in the stock option agreement between our company and the
consultant which provide that, so long as consultant continues to provide
consulting services to our company, 37,500 options vested on May 11, 2007,
37,500 options shall vest on August 11, 2007, 37,500 options shall vest on
November 11, 2007; and the final instalment of 37,500 options shall vest on
February 11, 2008.

On May 11, 2007, we issued an aggregate of 150,000 shares of
our companys common stock to four consultants to our company located in
Argentina as an incentive bonus at a deemed price of $1.36. These consultants
are non-U.S. persons that work for our company in Argentina and the shares were
issued as an incentive bonus for services rendered at a deemed price of $1.35
per share. The price per share was determined by reference to the closing price
(last sale of the day) of our shares on the Over-The-Counter Bulletin Board on
May 10, 2007. In issuing these shares, we relied on Regulation S and/or Section
4(2) of the Securities Act of 1933.

On May 31, 2007, we issued 666,667 common shares as the result
of the exercise of 666,667 share purchase warrants at an exercise price of $0.40
per share. These share purchase warrants were issued in a private placement that
closed on July 25, 2005. The shares were issued to one non-U.S. Person (as that
term is defined in Regulation S) in an offshore transaction . In issuing these
shares, we relied on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On June 7, 2007, we issued an aggregate of 2,738,356 shares of
our common stock to two investors (1,369,178 shares of common stock to each)
upon the conversion of two convertible debentures each of

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- 35 -

which was originally issued by our company on March 21, 2006
(each investor held one convertible debenture; each convertible debenture was in
the principal amount of $500,000; each debenture had accrued interest of
$47,671.23 and each debenture was convertible at a conversion price of $0.40 per
share). All principal and interest due under both of these convertible
debentures was converted effective May 31, 2007. Neither of these investors is a
U.S. Person (as defined in Regulation S) and the conversions occurred outside of
the United States. In issuing these shares, we relied on the exemption from
registration provided by Regulation S and/or Section 4(2) of the Securities Act
of 1933.

On June 7, 2007, we issued 982,420 shares of our common stock
to one investor upon the conversion of all sums remaining due under a
convertible debenture that we originally issued December 22, 2004, as amended
April 18, 2006. This convertible debenture was originally in the principal
amount of $500,000 but $250,000 of the principal was previously converted on
April 18, 2006. The balance, in the amount of $250,000 in principal and accrued
interest of $44,726.03, was converted effective May 31, 2007 at a conversion
price of $0.30 per share. The investor converting this convertible debenture and
to whom we issued these shares of our common stock is not a U.S. Person (as
defined in Regulation S) and the conversion occurred outside of the United
States. In issuing these shares, we relied on the exemption from registration
provided by Regulation S and/or Section 4(2) of the Securities Act of 1933.

On July 4, 2007, we sold 1,800,000 Units at a purchase price of
$1.15 per Unit, for gross proceeds of $2,070,000 to one qualified institutional
buyer (as defined in Rule 144A(1)(a) promulgated under the Securities Act of
1933, as amended. Each Unit consisted of one common share and one-half of one
common share purchase warrant. Each whole common share purchase warrant is
exercisable into one common share at a price of $1.50 per warrant share for a
period of 24 months from closing. The securities were issued in a private
placement to one (1) U.S. qualified institutional buyer and we relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933.

On August 7, 2007, we issued 180,000 Units to a finder in
payment of a finders fee due pursuant to a finders fee agreement dated July
27, 2007. Each Unit consisted of one common share and one-half of one common
share purchase warrant. Each whole common share purchase warrant is exercisable
into one common share at a price of $1.50 per warrant share until July 4, 2009.
This finders fee was paid for services rendered by the finder, a registered
broker-dealer, for services rendered in connection with a private placement with
a qualified institutional buyer that we completed on July 4, 2007.

Item 3. Defaults Upon Senior Securities.

None.

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

Effective September 6, 2007, holders of 14,672,001 of our
common shares, representing approximately 51.82% of our issued and outstanding
common shares, adopted a resolution by way of written consent approving the
redomicile of our company from the state of Nevada to the state of Delaware by
way of the merger of our company into our wholly-owned Delaware subsidiary,
Argentex Mining Corporation. Additional information with respect to this
shareholder action can be found in the preliminary information statement filed
by our company on Schedule 14C with the Securities and Exchange Commission on
Monday, September 10, 2007.

Item 5. Other Information.

None.

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- 36 -

Item 6. Exhibits.

The following Exhibits are filed with this Prospectus:

|Exhibit No. | Description                                                                                                                                                                                                                                                                                                                                         
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                                     
|3.1         | Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB-2 filed with the
      Commission on March 12, 2002 and incorporated herein by reference.                                                                                                                                           
|            |                                                                                                                                                                                                                                                                                                                                                     
|3.2         | By-laws of the Registrant, filed as an exhibit to the
      registration statement on Form SB-2 filed with the Commission on March 12,
      2002 and incorporated herein by reference.                                                                                                                                                             
|            |                                                                                                                                                                                                                                                                                                                                                     
|3.3         | Certificate of Designation of Series A Convertible
      Preferred Stock, filed as an exhibit to the annual report on Form 10-KSB
      filed with the Commission on April 30, 2004 and incorporated herein by
      reference.                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.1        | Mineral Property Option Agreement dated February 24, 2004
      between the Registrant and Chris Dyakowski, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                      
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.2        | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Chris Dyakowski, filed as an exhibit to
      the current report on Form 8-K filed with the Commission on March 4, 2004
      and incorporated herein by reference.                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.3        | Share Purchase Agreement dated February 24, 2004 between
      the Registrant and Chris Dyakowski, filed as an exhibit to the current
      report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.4        | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and San Telmo Energy Ltd., filed as an exhibit
      to the current report on Form 8-K filed with the Commission on March 4,
      2004 and incorporated herein by reference.                                                                           
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.5        | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Storm Cat Energy Corp., filed as an
      exhibit to the current report on Form 8-K filed with the Commission on
      March 4, 2004 and incorporated herein by reference.                                                                          
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.6        | Consulting Agreement dated February 12, 2005 between the
      Registrant and Kenneth Hicks, filed as an exhibit to the annual report on
      Form 10-KSB, filed with the Commission on May 13, 2005 and incorporated
      herein by reference.                                                                                                   
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.7        | Consulting Agreement dated February 25, 2005 between the
      Registrant and Chris Dyakowski, and Consulting Agreement dated February
      12, 2005 between the Registrant and Kenneth Hicks, filed as an exhibit to
      the annual report on Form 10-KSB, filed with the Commission on May 13,
      2005 and incorporated herein by reference.
|            |                                                                                                                                                                                                                                                                                                                                                     
|10.8        | Diamond Core Drilling (Surface) Agreement, dated as of
      January 18, 2005, between the Registrant and Connors Argentina S.A., filed
      as an exhibit to the current report on Form 8-K filed with the Commission
      on January 24, 2005 and incorporated herein by reference.                                                             

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- 37 -

|10.9  | Amendment to
        Mineral Property Acquisition Agreement dated June 30, 2005, filed as an
        exhibit to the current report on Form 8-K filed with the Commission on
        July 5, 2005 and incorporated herein by reference.             
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                    
|10.10 | Restated Amendment
        to Mineral Property Acquisition Agreement dated August 8, 2005, filed
        as an exhibit to the current report on Form 8-K, filed with the Commission
        on August 9, 2005 and incorporated herein by reference.
|      |                                                                                                                                                                                                                                                    
|10.11 | Consulting Agreement
        dated April 12, 2007 with Frontera Geological Services Ltd. filed as an
        exhibit to our current report on Form 8-K, filed with the Commission on
        April 18, 2007 and incorporated herein by reference.  
|      |                                                                                                                                                                                                                                                    
|14.1  | Code of Ethics
        and Business Conduct of Officers, Directors and Employees, filed as an
        exhibit to the annual report on Form 10-KSB filed with the Commission
        on April 30, 2004 and incorporated herein by reference.        
|      |                                                                                                                                                                                                                                                    
|21.1  | Subsidiaries
        of Argentex Mining Corporation                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                    
|      | SCRN Properties
        Ltd. 
        Argentex Mining Corporation                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                    
|31.1* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Executive Officer).                                      
|      |                                                                                                                                                                                                                                                    
|31.2* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Financial Officer).                                      
|      |                                                                                                                                                                                                                                                    
|32.1* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                                                                  
|      |                                                                                                                                                                                                                                                    
|32.2* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).                                                                                  

*Filed herewith

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38

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

By:   /s/ Kenneth HicksKenneth
Hicks President and Director (Principal Executive Officer) 
  Date: September 13, 2007

By:  /s/ Hamish MalkinHamish
Malkin Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer) 
  Date: September 13, 2007



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