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 endedApril 30, 2007 o
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ____________ Commission file number000-49995 Argentex Mining Corporation(Exact name of small business issuer as specified in its charter)  Nevada
        
        71-0867623(State or other jurisdiction of incorporation or organization)
        
        (I.R.S. Employer Identification No.)  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.      YesxNo o Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YesxNo o   CW1241765.6     - 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: 26,181,552 common shares issued and outstanding as at June 11, 2007. Transitional Small Business Disclosure Format (Check one):
        Yes o
        Nox PART I Item 1.  Financial Statements.      - 3 -          ARGENTEX MINING CORPORATION (An Exploration Stage Company)  CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)      - 4 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (Unaudited) (Stated in U.S. Dollars)  The accompanying notes are an integral part of these consolidated financial statements.      - 5 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Stated in U.S. Dollars)          The accompanying notes are an integral part of these consolidated  financial statements.     - 6 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Stated in U.S. Dollars)    The accompanying notes are an integral part of these consolidated financial statements.     - 7 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY PERIOD FROM INCEPTION, DECEMBER 31, 2001, TO APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)  -Continued-     - 8 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY PERIOD FROM INCEPTION, DECEMBER 31, 2001, TO APRIL 30, 2007 (Unaudited)  The accompanying notes are an integral part of these financial statements.     ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 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 April 30, 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 $7,216,553 for the period from December 21, 2001 (inception) to April 30, 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 APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)    4.
        EQUIPMENT    5.
        MINERAL PROPERTY INTERESTS a)
        Pinguino Property Pursuant to the terms of a mineral property option agreement, dated February 24, 2004, between the Company and a director, the Company acquired an option to acquire a 100% interest in and to certain mineral claims located in the Santa Cruz Province of the Republic of Argentina, known as the Pinguino Property totaling 24,710 acres. The agreement requires the following payments in order to acquire the property: CAD$50,000 on or before July 1, 2004 (paid); CAD$75,000 on or before July 1, 2005 (paid); CAD$100,000 on or before July 1, 2006 (paid); CAD$100,000 on or before July 1, 2007; and CAD$125,000 on or before July 1, 2008.  The agreement is subject to a 2% net smelter royalty.  The Company has the right at any time up to 60 days after commencement of commercial production to repurchase either one-half of the royalty for $1,000,000 or all of the royalty for $2,000,000. The Agreement also provides for an area of interest such that, in the event that the optionor records any property claims within five (5) kilometers of the boundaries of the property, such claims will become subject to the mineral property option agreement.        ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)   5.
        MINERAL PROPERTY INTERESTS (continued) b)
        Dyakowski Property i)
        Pursuant to the terms of a Mineral Property Acquisition Agreement, dated February 24, 2004, between the Company and a director of the Company, the Company acquired certain mineral claims located in the Santa Cruz Province of the Republic of Argentina, known as the Dyakowski Property for total consideration of 833,333 common shares of the Company (subsequently increased, as a result of a stock dividend, to 2,499,999).  The shares have been issued and are subject to an Escrow Agreement whereby the shares will be released to the Vendor or returned to treasury as follows:  the Company incurring exploration expenditures of at least $100,000  release of 499,998 common shares; additional expenditures of at least $400,000  release of an additional 500,001 common shares; additional expenditures of at
least $500,000  release of an additional 500,001 common shares; Companys geologist recommends further exploration  release of the remaining 333,333 common shares. At the time of each release to the Vendor, if the Companys geologist determines the Property no longer has merit all common shares remaining in escrow shall be returned to the treasury of the Company and title to the Property shall be transferred to the Company. ii)
        In addition, pursuant to the terms of a Share Purchase Agreement, dated February 24, 2004, between the Company and a director of the Company, the Company acquired a 100% interest in SCRN Properties Ltd. (SCRN), a Delaware corporation, the sole asset of which consisted of certain mineral claims located in the Rio Negro Province of the Republic of Argentina, known as the SCRN Property, for total consideration of 833,333 common shares of the Company (subsequently increased, as a result of a stock dividend, to 2,499,999).  The shares have been issued and are subject to an Escrow Agreement identical to the terms of the escrow agreement related to the Mineral Property Acquisition Agreement for the Dyakowski Property, disclosed immediately above.  The Dyakowski Property and the SCRN
Property total 128,964 acres.  The Mineral Property Acquisition Agreement and the Share Purchase agreement also provide for an area of interest such that, in the event that the Vendor records any property claims within five (5) kilometres of the boundaries of either the Dyakowski Property or the SCRN Property, such claims will become subject to the respective Agreements.  During the year ended January 31, 2006, Dyakowski and the Company agreed to the return and cancellation of 4,749,998 of the escrow shares and the immediate release from escrow of the remaining 250,000 shares.  The Company accounted for the return and cancellation as a reduction of the acquisition of the related mineral properties in the current year.  c)
        Condor Property  Pursuant to the terms of a mineral property acquisition agreement, dated February 20, 2004, between the Company and an affiliate of a director, the Company acquired 100% interest in and to certain mineral claims located in the Santa Cruz Province of the Republic of Argentina, known as the Condor Property totalling 24,710 acres, subject to a 2% net smelter returns royalty in favour of a director.  As consideration for the Condor Property the Company paid to the vendor CAD$10,000.  The Company has the right to repurchase either one-half of the royalty for CAD$1,000,000 or all of the royalty for CAD$2,000,000.        ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)   5.
        MINERAL PROPETY INTERESTS (continued)  d)
        Storm Cat Property  Pursuant to the terms of a mineral property acquisition agreement, dated February 20, 2004, between the Company and an affiliate of a director, the Company acquired 100% interest in and to certain mineral claims located in the Santa Cruz and Rio Negro Provinces of the Republic of Argentina, known as the Storm Cat Property totalling 32,766 acres.  As consideration for the Storm Cat Property the Company paid to the vendor the CAD$10,000.  e)
        British Columbia Claims In February, 2006, the Company acquired a group of mineral exploration claims located in the Revelstoke area of British Columbia, Canada. The group of claims consists of 5 tenures and the process of transferring title was initiated March 31, 2006.  The total purchase amount was $903.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)    5.
        MINERAL PROPERTY INTERESTS (continued)  Claims acquired have been accounted for on a geographic basis as follows:         ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)   6.PROMISSORY NOTES Promissory notes payable are unsecured and are comprised of the following individual amounts:    7.
        CONVERTIBLE PROMISSORY NOTES Convertible promissory notes are unsecured and are comprised of the following individual amounts:  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 APRIL 30, 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. 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.  8.
        SHARE CAPITAL a.
        In June 2005, 675 non-voting Series A convertible preferred shares were converted into 750,000 common shares. b.
        During June 2005, the Company issued 666,667 Units at a price of $0.30 per unit for total proceeds of $200,000.  Each Unit was comprised of one common share and the right to purchase one additional common share at $0.40 per share until June 30, 2007. c.
        In August 2005, 4,749,998 escrowed shares were returned to the treasury (Note 8(a)). d.
        In March 2006, the Company issued 833,333 common shares on the conversion $250,000 of a promissory note.  (Note  5) e.
        In July 2006, the Company issued 200,000 common shares for proceeds of $50,000 on the exercise of stock options. f.
        On October 2 2006, the Company completed a private placement and issued 105,000 units for gross proceeds of $105,000.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.75 per share on or before October 2, 2008. g.
        On October 6, 2006, the Company completed a private placement and issued 145,000 units for gross proceeds of $145,000.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.75 per share on or before October 6, 2008.   In the case of each private placement, each whole warrant will entitle the holder to purchase one additional common at a purchase price of $1.75 for a period of 24 months from the closing date; provided, however, that if at any time the average closing price for shares of the Companys common stock on either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the United States exceeds U.S. $2.25 for a period of 20 trading days or more, the Company shall have the right,
upon written notice to the subscriber, to reduce the exercise period of the warrants to a period of 30 days beginning on the date of the written notice. The Company incurred expenses of $17,432 in the form of finders fees for net proceeds of $282,547 for both private placements.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)   8.
        SHARE CAPITAL (continued) h.
        On November 20, 2006, the Company completed a private placement and issued 348,400 units for gross proceeds of $348,400.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.75 per share on or before November 20, 2008.   In the case of each private placement, each whole warrant will entitle the holder to purchase one additional common at a purchase price of $1.75 for a period of 24 months from the closing date; provided, however, that if at any time the average closing price for shares of the Companys common stock on either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the United States exceeds U.S. $2.25 for a period of 20 trading days or more, the Company shall have the
right, upon written notice to the subscriber, to reduce the exercise period of the warrants to a period of 30 days beginning on the date of the written notice. i.
        On November 28, 2006, the Company completed a private placement and issued 500,000 units for gross proceeds of $500,000.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.75 per share on or before November 28, 2008.   In the case of each private placement, each whole warrant will entitle the holder to purchase one additional common at a purchase price of $1.75 for a period of 24 months from the closing date; provided, however, that if at any time the average closing price for shares of the Companys common stock on either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the United States exceeds U.S. $2.25 for a period of 20 trading days or more, the Company shall have the
right, upon written notice to the subscriber, to reduce the exercise period of the warrants to a period of 30 days beginning on the date of the written notice. The Company incurred expenses of $42,750 in the form of finders fees for net proceeds of $427,250 for both private placements. j.
        On December 13, 2006, the Company issued 30,000 common shares to two employees as a bonus.  The fair value of the shares at the date of issue was $49,500. k.
        On December 13, 2006, the Company completed a private placement and issued 28,000 units for gross proceeds of $28,000.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.75 per share on or before December 13,  2008.   In the case of each private placement, each whole warrant will entitle the holder to purchase one additional common at a purchase price of $1.75 for a period of 24 months from the closing date; provided, however, that if at any time the average closing price for shares of the Companys common stock on either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the United States exceeds U.S. $2.25 for a period of 20 trading days or more, the Company shall have the right,
upon written notice to the subscriber, to reduce the exercise period of the warrants to a period of 30 days beginning on the date of the written notice. l.
        On January 18, 2007, the Company completed a private placement and issued 408,100 units for gross proceeds of $408,100.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.75 per share on or before January 18, 2009.   In the case of each private placement, each whole warrant will entitle the holder to purchase one additional common at a purchase price of $1.75 for a period of 24 months from the closing date; provided, however, that if at any time the average closing price for shares of the Companys common stock on either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the United States exceeds U.S. $2.25 for a period of 20 trading days or more, the Company shall have the right,
upon written notice to the subscriber, to reduce the exercise period of the warrants to a period of 30 days beginning on the date of the written notice.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)    8.
        SHARE CAPITAL (continued) m.
        On February 27, 2007, the Company completed a private placement and issued 130,720 units for gross proceeds of $156,864.  Each unit consisted of one common share and one half of one share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at $1.85 per share on or before February 27, 2009. The Company incurred share issue costs of $12,528, including finders fees in the amount of $11,340, in relation to the private placement. n.
        During the quarter ended April 30, 2007, the Company issued 666,666 common shares for proceeds of $214,667 on the exercise of stock options.  Share purchase warrants Share purchase warrant transactions are summarized as follows:  At April 30, 2007, the following share purchase warrants were outstanding and exercisable:  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%.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)   8.   SHARE CAPITAL (continued)  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:  The weighted average fair value per stock option granted during the three months ended April 30, 2007 was $Nil (2006 - $0.44).  At April 30, 2007, the following stock options were outstanding and exercisable:        ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)   8.SHARE CAPITAL (continued) Stock-based compensation The fair value of stock options granted during the three months ended April 30, 2007, 2006 was $Nil (2006 - $400,532) which is being recognized over the options vesting periods.  Total stock-based compensation recognized during the three months ended April 30, 2007 was $Nil (2006 - $100,133).    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:  9.
        RELATED PARTY TRANSACTIONS a)
        Effective November 1, 2005, the Company entered into a management agreement with an officer for a period of 14 months at C$2,500 per month.  During the three months ended April 30, 2007, the Company paid consulting fees of $7,078 (2006 - $7,500) relating to this management agreement. b)
        On July 1, 2006, a director and officer of the Company advanced $90,410 to the Company.  The advance was due on demand, bore interest at 6% and was secured by a promissory note.  The note was repaid on March 12, 2007. c)
        During the period, the Company entered into a Consulting Agreement with Frontera Geological Services Ltd., a company wholly-owned by the Companys President. Under the agreement, Frontera Geological Services Ltd. has agreed to make the President available to the Company on a substantially full-time basis (approximately 80% of his working hours) to serve as President for a term of two years from the date of the agreement. In exchange, the Company has agreed to pay a fee to Frontera Geological Services Ltd. consisting of cash in the amount of CDN$9,000 per month and we have agreed to issue to our president 900,000 share purchase warrants. Each share purchase warrant may be exercised into one common share of our company at an exercise price of $1.25 until they expire on April 13, 2012. If (a) during the period
beginning on April 13, 2007 and expiring on April 13, 2008, the Company has income equal to or greater than $5,000,000 (U.S.) from all sources (including revenue from operations, sale of properties or any interest therein, sale of equity and similar income but excluding income from the sale of debt securities), or (b) during the period beginning on April 13, 2007 and expiring on April 13, 2009, the average price for the Companys common shares on any single market for 20 consecutive trading-days equals or exceeds $3.00 (U.S.) then, in either of such events, the Company has agreed to issue 250,000 common shares as an incentive bonus. During the three month period ended April 30, 2007 the Company paid consulting fees of $24,539 (2006 - $23,430) and recorded stock based compensation of $712,000 ((2006 - $NIL) relating to this consulting agreement and a predecessor agreement.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2007 (Unaudited) (Stated in U.S. Dollars)    10.
        SEGMENTED INFORMATION  At April 30, 2007, the Company and its subsidiary operate in one reportable segment, being the exploration for and the development of mining properties in Argentina.  Identifiable assets, revenues and net loss in each geographic area are as follows:  11.
        SUBSEQUENT EVENTS Subsequent to April 30, 2007:  a)
        The Company granted 150,000 stock options to a consultant at $1.35 per share expiring May 11, 2011 and vest is accordance with the terms of the Companys Stock Option Agreement;  b)
        The Company granted 150,000 fully paid shares to four consultants, at a deemed value of $1.35 per share, as a bonus for their loyalty to the Company;  c)
        The Company issued 666,667 common shares on the exercise of share purchase warrants at a price of $0.40 per share for total consideration of $266,666.  d)
        The Company issued 982,420 common shares on conversion of a $250,000 convertible promissory note at $0.30 per share; and  e)
        The Company issued 2,738,356 common shares on conversion of $1,000,000 of convertible promissory notes at $0.40 per share.       - 22 -   Item2.  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.  CW1241765.6     - 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
        $402,000Professional fees
        $166,000Investor relations
        $42,000Rent, utilities and insurance
        $24,000Other general administrative expenses
        $209,000Total
        $843,000Repayment of promissory note(1)
        $105,000Cash on hand, May 31, 2007, estimated
        771,000Estimated excess of minimum cash requirements over cash resources
        $177,000 (1)We currently owe an aggregate principal amount of $100,000 pursuant to one simple promissory note.  Effective May 31, 2007, we received conversion notices from three other lenders pursuant to which they converted all principal and interest owing under three convertible debentures.  Two of these convertible debentures were for an aggregate principal amount of $1,000,000 ($500,000 as to each), and earned interest at eight percent (8%).  The third convertible debenture, on which we owed a balance of principal of $250,000, earned interest at 10%.  All three of these convertible debentures were converted as of May 31, 2007.  At the date of this quarterly report on Form 10-QSB, our only debt is evidenced by a simple promissory note in the principal amount of $100,000 upon which fixed interest of $5,000 is to be paid.  We have assumed that this promissory note will be
repaid on February 29, 2008.  We can give no assurance that this assumption will prove to be accurate. We believe that we will 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  CW1241765.6     - 24 -  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 May 31, 2008, we intend to focus our exploration activities almost entirely on our Pinguino property.  We will require a minimum of approximately $843,000 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.  In addition, we may have to repay up to $105,000 in principal and interest that we owe during the next 12 months.  We had cash in the amount of $646,147 and a working capital deficit in the amount of $1,066,394 as of May 31, 2007.  During the quarter ended April 30, 2007, we raised $268,593.  Cash on hand as of the date of filing of this quarterly report on Form 10-QSB is not sufficient to fund our currently budgeted operating requirements for the next 12 months.  In addition, our budget could increase in response to field conditions, drill results and other matters
that cannot be currently anticipated.  Also, we may be required to repay the currently outstanding principal and interest referred to above.  We will probably need to raise additional funds.  We plan to raise any required funds through private 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 April 30, 2007, we had a working capital deficiency of $1,066,364 compared to a working capital deficiency of $1,125,492 at January 31, 2007. At April 30, 2007, our total current assets were $646,423, consisting of cash and cash equivalents of $646,137 and prepaid expenses of $286, compared to total current assets of $901,835 at January 31, 2007. At April 30, 2007, our total current liabilities were $1,712,787, compared to total current liabilities of $2,027,327 at January 31, 2007. For the quarter ended April 30, 2007, we incurred a loss of $1,012,068 compared to $518,568 during the same quarter in 2006.  At April 30, 2007, we had incurred a loss since inception of $7,216,553.  Mineral property interests expense was $125,006 for the period ended April 30, 2007 compared to $240,083 for the period ended April 30, 2006.  Stock-based compensation for the period ended April 30, 2007 was $712,000 as compared to $100,133 during the period ended April 30, 2006.  The difference is primarily due to the increase in stock-based compensation during the three-month period ended April 30, 2007 and to the fact that our drilling program during the three months ended April 30, 2007 was less active that that during the three months ended April 30, 2006. Operating expenses for the three-month period ended April 30, 2007 were $989,345 compared to $485,654 during the same quarter in 2006. At April 30, 2007, we had cash on hand of $646,137 compared to $901,549 at January 31, 2007.  During the quarter ended April 30, 2007, we raised $359,003 through the sale of our equity securities and we repaid a promissory note in the amount of $90,410.  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 $140,068.49) into an aggregate of 3,720,776 shares of our common stock.  CW1241765.6     - 25 -   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 May 31, 2008. Purchase of Significant Equipment We do not intend to purchase any significant equipment over the twelve month period ending May 31, 2008. Employees As of April 30, 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 April 30, 2007, we incurred losses of $7,216,553.  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 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  CW1241765.6     - 26 -  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. 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.  CW1241765.6     - 27 -   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.  CW1241765.6     - 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. At April 30, 2007 potential common shares of 3,333,333 (April 30, 2006  3,333,333 common shares) related to a convertible promissory note were excluded from the computation of diluted loss per share since their effect is anti-dilutive. 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. 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  CW1241765.6     - 29 -  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 athttp://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 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  CW1241765.6     - 30 -  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 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  CW1241765.6     - 31 -  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 May 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 $646,137 as of April 30, 2007.  During the quarter, we raised gross proceeds from sales of equity of $359,003.  At April 30, 2007, we had a working capital deficit of $1,066,364.  We incurred a net loss of $1,012,068 for the three month period ended April 30, 2007 and $7,216,553 since inception on December 21, 2001.  We estimate our average monthly operating expenses to be approximately $70,000, including exploration, general and administrative expense and investor relations expenses.  As a result, we believe that we will have to raise additional funds
to meet our currently budgeted operating requirements for the next 12 months and to repay our one remaining promissory note.  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, 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  CW1241765.6     - 32 -  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 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  CW1241765.6     - 33 -  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 April 30, 2007. This evaluation was carried out 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  CW1241765.6     - 34 -  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 February 28, 2007, we issued 126,000 units at a purchase price of $1.20 per unit to 12 investors for gross proceeds of $151,200.  Each unit consisted of one common share and one-half of one common share purchase warrant.  Each common share purchase warrant is exercisable into one common share at a price of $1.85 per warrant share for a period of 24 months from closing.  Investors in this offering were introduced to our company by two finders to whom we paid a fee consisting of cash and agents share purchase warrants.  One of the finders converted the cash portion of its fee into a subscription for units, and we issued to this finder an additional 4,720 units (consisting of 4,720 common shares and 2,360 common share purchase warrants).  We issued an aggregate of 8,277 agents share purchase warrants to both finders.  Each of the investors and the finders is not a U.S. person and all of the
activities with respect to this offering took place outside of the United States. Accordingly, we relied on the exemption from registration provided by Regulation S and/or Section 4(2) of the Securities Act of 1933. On March 12, 2007, our President exercised 418,395 options to purchase common shares and, accordingly, we issued 418,395 common shares to the President of our company. The stock options all had an exercise price of $0.25 per share. Payment for the exercise of 376,739 of these options was made by applying the outstanding balance of a debt due from our company to our President evidenced by a promissory note made by our company on July 1, 2007 (described above). At the date of exercise, we owed our president principal and accrued interest of approximately $94,184.93 (CDN$104,175.34). This promissory note has now been cancelled.  Our President is not a U.S. person and these common shares were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. On April 2, 2007, our President exercised 248,271 options to purchase common shares and, accordingly, we issued 248,271 common shares to the President of our company. Of the 248,271 stock options 48,271 had an exercise price of $0.25 per share and 200,000 had an exercise price of $0.49 per share.  Our President is not a U.S. person and these common shares were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.  CW1241765.6     - 35 -   On April 13, 2007, we issued 900,000 share purchase warrants to our President in connection with a consulting agreement dated April 13, 2007.  Each share purchase warrant is exercisable into one common share at an exercise price of $1.25 until April 13, 2012.  Our President is not a U.S. person and these common shares were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. 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 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. Item 3.  Defaults Upon Senior Securities. None.  CW1241765.6     - 36 -   Item 4.  Submission of Matters to a Vote of Security Holders. None. Item 5.  Other Information. None.  CW1241765.6     - 37 -   Item 6.  Exhibits. The following Exhibits are filed with this Prospectus:  Exhibit No.
        Description3.1
        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.4.1
        10% Convertible Promissory Note, dated December 22, 2004, issued to Chaudion Holdings Ltd., filed as an exhibit to the current report on Form 8-K filed with the Commission on January 13, 2005 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.      - 38 -  CW1241765.6   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.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
        Promissory Note dated August 31, 2005 issued to Chaudion Holdings Ltd., filed as an exhibit to the quarterly report on Form 10-QSB filed with the Commission on December 13, 2005, and incorporated herein by reference.10.12
        Promissory Note dated November 1, 2005 issued to Chaudion Holdings Ltd., filed as an exhibit to the quarterly report on Form 10-QSB filed with the Commission on December 13, 2005, and incorporated herein by reference.10.13
        8% Convertible Note dated March 21, 2006 issued by our company to Corin Enterprises Inc., filed as an exhibit to our current report on Form 8-K, filed with the Commission on May 11, 2006 and incorporated herein by reference.10.14
        8% Convertible Note dated March 21, 2006 issued by our company to Rubix Finance Inc. , filed as an exhibit to our current report on Form 8-K, filed with the Commission on May 11, 2006 and incorporated herein by reference.10.15
        Amended 10% Convertible Note dated April 18, 2006 issued by our company to Chaudion Holdings Ltd., filed as an exhibit to our current report on Form 8-K, filed with the Commission on May 11, 2006 and incorporated herein by reference.10.16
        Promissory Note with Providence Securities Ltd. dated June 28, 2006 filed as an exhibit to our current report on Form 8-K, filed with the Commission on July 27, 2006 and incorporated herein by reference.10.17
        Promissory Note with Kenneth Hicks dated July 1, 2006 filed as an exhibit to our current report on Form 8-K, filed with the Commission on July 27, 2006 and incorporated herein by reference.10.18
        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 CorporationSCRN Properties Ltd.Argentex Mining Corporation   CW1241765.6     - 39 -    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  CW1241765.6     40    CW1241765.6       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 Hicks Kenneth Hicks President and Director (Principal Executive Officer) Date: June 14, 2007 By:/s/ Hamish Malkin Hamish Malkin Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: June 14, 2007