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 endedOctober 31, 2006 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       - 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: 20,588,623 common shares issued and outstanding as at December 10, 2006. 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 OCTOBER 31,  2006 (Unaudited) (Stated in U.S. Dollars)     - 4 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (Stated in U.S. Dollars)  January 31,
        
        
        January 31,2006
        
        
        2005(Unaudited)ASSETSCurrentCash and cash equivalents
        $
        296,971
        
        $
        62,647Prepaid expenses
        
        9,284
        
        
        286Total current assets
        
        306,255
        
        
        62,933Equipment (Note 4)
        
        3,021
        
        
        2,923$
        309,276
        
        $
        65,856LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable  and accrued liabilities
        $
        289,851
        
        $
        189,918Convertible promissory note
        
        250,000
        
        
        500,000Promissory notes
        
        1,190,410
        
        
        450,0001,730,261
        
        
        1,139,918Stockholders' equityPreferred stock, 100,000,000 share authorized with a par valueof $0.001 (issued: 2006 - Nil: 2005 - Nil)Preferred stock, Series A convertible, 2,000 authorized with a par valueof $0.001 (issued: 2006 - Nil: 2005 -2,000)
        
        -
        
        
        -Common stock, 100,000,000 shares authorized with a par value
        
        19,682
        
        
        18,399of $0.001 (issued:  October 31, 2006 - 19,682,223; January 31, 2006 - 18,398,890)Additional paid-in capital
        
        3,651,195
        
        
        2,780,515Subscriptions received
        
        177,333
        
        
        -Accumulated deficit during exploration stage
        
        (5,269,195)
        
        
        (3,872,976)Total stockholders' equity
        
        (1,420,985)
        
        
        (1,074,062)Total liabilities and stockholders' equity
        $
        309,276
        
        $
        65,856  The accompanying notes are an integral part of these financial statements.      - 5 -    ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Stated in U.S. Dollars)   Three Months EndedOctober 31, 2006
        
        Three Months EndedOctober 31, 2005
        
        Nine Months EndedOctober 31, 2006
        
        Nine Months EndedOctober 31, 2005
        
        CumulativePeriod fromInception(December 21, 2001) toOctober 31,2006ExpensesConsulting fees (Note 6)
        $
        36,999
        $
        33,118
        $
        123,681
        $
        111,818
        $
        420,209Depreciation
        
        215
        
        -
        
        637
        
        -
        
        1,153Investor relations and communication
        
        29,000
        
        15,016
        
        70,932
        
        55,875
        
        1,315,234Mineral property interests (Note 5 and 6)
        
        24,872
        
        109,332
        
        550,847
        
        550,568
        
        1,846,470Office and sundry
        
        7,352
        
        5,019
        
        27,208
        
        12,339
        
        116,408Rent
        
        
        2,241
        
        3,542
        
        11,749
        
        7,534
        
        32,564Professional fees
        
        29,790
        
        24,049
        
        157,012
        
        74,570
        
        427,050Stock-based compensation
        
        100,133
        
        44,875
        
        339,416
        
        89,750
        
        503,937Transfer agent fees
        
        2,301
        
        55
        
        7,722
        
        2,285
        
        59,203Travel
        
        
        14,968
        
        2,164
        
        14,968
        
        2,587
        
        57,517247,871
        
        273,170
        
        1,304,172
        
        907,326
        
        4,779,745Interest expense
        
        23,165
        
        16,385
        
        92,047
        
        46,172
        
        489,450Net Loss For the Period
        $
        271,036
        $
        253,555
        $
        1,396,219
        $
        953,498
        
        5,269,195Basic and diluted loss per share
        $
        0.014
        $
        0.013
        $
        0.073
        $
        0.046Weighted average number of commonshares outstanding
        
        19,496,136
        
        19,276,607
        
        19,246,680
        
        20,909,470    0The accompanying notes are an integral part of these financial statements.       - 6 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Stated in U.S. Dollars)  Three Months EndedOctober 31, 2006
        
        Three Months EndedOctober 31, 2005
        
        Nine Months EndedOctober 31, 2006
        
        Nine Months EndedOctober 31, 2005
        
        CumulativePeriod fromInception(December 21, 2001) toOctober 31,2006CASH FLOWS FROM OPERATING ACTIVITIESNet loss
        $
        (271,036)
        $
        (253,555)
        $
        (1,396,219)
        $
        (953,498)
        $
        (5,269,195)Items not affecting cash:Depreciation
        
        215
        
        -
        
        637
        
        -
        
        1,153Stock-based compensation
        
        100,133
        
        44,875
        
        339,416
        
        89,750
        
        503,937Shares issued to acquire mineral properties
        
        -
        
        -
        
        -
        
        -
        
        3,500Shares issued in payment of bonus
        
        -
        
        -
        
        -
        
        -
        
        2,660Non-cash interest
        
        -
        
        -
        
        -
        
        -
        
        333,333Changes in assets and liabilities:Receivables
        
        -
        
        86
        
        -
        
        
        
        0Prepaid expenses
        
        (7,405)
        
        (143)
        
        (8,998)
        
        35,462
        
        (9,284)Accounts payable and accrued liabilities
        
        31,242
        
        38,199
        
        99,933
        
        75,950
        
        289,851Net cash used in operating activities
        
        (146,851)
        
        (170,538)
        
        (965,231)
        
        (752,336)
        
        (4,144,045)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of convertible promissory notes
        
        -
        
        -
        
        -
        
        -
        
        500,000Issuance of promissory notes,
        
        0
        
        150,000
        
        1,190,410
        
        250,000
        
        1,640,410Repayment of promissory notes
        
        -
        
        -
        
        (450,000)
        
        -
        
        (450,000)Proceeds from issuance of capital stock
        
        232,547
        
        -
        
        282,547
        
        200,000
        
        2,577,447Share subscriptions received
        
        177,333
        
        
        
        172,333
        
        
        
        177,333Net cash provided by financing activities
        
        409,880
        
        150,000
        
        1,195,290
        
        450,000
        
        4,445,190CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
        
        (618)
        
        -
        
        (735)
        
        (1,370)
        
        (4,174)Net cash used in investing activities
        
        (618)
        
        -
        
        (735)
        
        (1,370)
        
        (4,174)Change in cash and cash equivalentsduring the period
        
        262,411
        
        (20,538)
        
        229,324
        
        (303,706)
        
        296,971Cash and cash equivalents, beginning of period
        
        34,560
        
        21,401
        
        62,647
        
        304,569
        
        -Cash and cash equivalents, `end of period
        $
        296,971
        $
        863
        $
        291,971
        $
        863
        $
        296,971Cash paid for interest  during the period
        $
        -
        $
        -
        $
        -
        $
        -Cash paid for income taxes during the period
        $
        -
        $
        -
        $
        -
        $
        -SCHEDULE OF NON-CASH ACTIVITIESConversion of Series "A" convertible preferredshares to Common shares:Series "A" convertible preferred shares
        $
        -
        $
        (2)
        $
        -
        $
        (2)Common shares
        $
        -
        $
        2
        $
        -
        $
        2The 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 OCTOBER 31, 2006 (Unaudited) (Stated in U.S. Dollars)  Number of Preferred Shares Series A Convertible
        
        Par Value
        Number of common shares
        
        Par Value
        
        Share subscriptions Received
        
        AdditionalPaid-in Capital
        
        AccumulatedDeficitDuring theExplorationStage
        
        TotalStockholders'EquityBalance, December 21, 2001
        -
        $
        -
        
        $
        -
        $
        -
        $
        -
        $
        -
        $
        -(date of inception)Shares issued:For cash at $0.001
        -
        
        -
        5,000,000
        
        5,000
        
        -
        
        -
        
        -
        
        5,000For cash at $0.02
        -
        
        -
        4,620,000
        
        4,620
        
        -
        
        87,780
        
        -
        
        92,400Net loss for the period
        -
        
        -
        -
        
        -
        
        
        
        -
        
        (11,327)
        
        (11,327)Balance, January 31, 2002
        -
        
        -
        9,620,000
        
        9,620
        
        -
        
        87,780
        
        (11,327)
        
        86,073Net loss for the year
        
        
        
        
        
        
        
        
        
        
        
        (58,694)
        
        (58,694)Balance, January 31, 2003
        -
        
        -
        9,620,000
        
        9,620
        
        -
        
        87,780
        
        (70,021)
        
        27,379Net 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
        
        -
        
        1,997,500To acquire a wholly-owned corporation
        -
        
        -
        833,333
        
        833
        
        -
        
        32,500
        
        -
        
        33,333To acquire a mineral property
        -
        
        -
        833,333
        
        834
        
        -
        
        32,500
        
        -
        
        33,334For stock dividend
        -
        
        -
        13,373,332
        
        13,373
        
        -
        
        (13,373)
        
        -
        
        -For a consulting agreement
        -
        
        -
        200,000
        
        200
        
        -
        
        2,460
        
        -
        
        2,660Net 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 -   ARGENTEX MINING CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY PERIOD FROM INCEPTION, DECEMBER 31, 2001, TO OCTOBER 31, 2006 (Unaudited) (Stated in U.S. Dollars)  Number of Preferred Shares Series A Convertible
        
        Par Value
        Number of common shares
        
        Par Value
        
        Share suscriptions Received
        
        AdditionalPaid-in Capital
        
        AccumulatedDeficitDuring theExplorationStage
        
        TotalStockholders'EquityBalance, January 31, 2005 (cont'd)
        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)
        
        -
        
        63,167.00Shares issued for cash
        -
        
        -
        666,667
        
        667
        
        -
        
        199,333
        
        -
        
        200,000Stock-based compensation
        -
        
        -
        -
        
        -
        
        -
        
        164,521
        
        -
        
        164,521Non-cash interest
        -
        
        -
        -
        
        -
        
        -
        
        333,333
        
        -
        
        333,333Net loss
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (1,478,308)
        
        (1,478,308)Balance, January 31, 2006
        0
        
        
        18,398,890
        
        18,399
        
        -
        
        2,780,515
        
        (3,872,976)
        
        (1,074,062)Conversion of prommissory note
        -
        
        -
        833,333
        
        833
        
        -
        
        249,167
        
        -
        
        250,000Stock-based compensation
        -
        
        -
        -
        
        -
        
        -
        
        100,133
        
        -
        
        100,133Net loss
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (518,568)
        
        (518,568)Balance, April 30, 2006
        0
        
        0
        19,232,223
        
        19,232
        
        
        
        3,129,815
        
        (4,391,544)
        
        (1,242,497)Exercise of stock options
        -
        
        
        200,000
        
        200
        
        -
        
        49,800
        
        -
        
        50,000Stock-based compensation
        -
        
        
        -
        
        -
        
        -
        
        139,150
        
        -
        
        139,150Net loss
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (606,615)
        
        (606,615)Balance, July 31, 2006
        -
        
        -
        19,432,223
        
        19,432
        
        -
        
        3,318,765
        
        (4,998,159)
        
        (1,659,962)Private placements
        -
        
        -
        250,000
        
        250
        
        -
        
        249,750
        
        -
        
        250,000Cost of issuing shares
        -
        
        -
        -
        
        -
        
        -
        
        (17,453)
        
        -
        
        (17,453)Share subscriptions received
        -
        
        -
        -
        
        -
        
        177,333
        
        -
        
        -
        
        177,333Stock-based compensation
        
        
        
        -
        
        -
        
        -
        
        100,133
        
        -
        
        100,133Net loss
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (271,036)
        
        (271,036)Balance. October 31. 2006
        0
        $
        0
        19,682,223
        $
        19,682
        $
        177,333
        $
        3,651,195
        $
        (5,269,195)
        $
        (1,420,985)  The accompanying notes are an integral part of these financial statements.     ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (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, 2006.
The results of operations for the three and nine month periods ended October 31, 2006 are not necessarily indicative of the results to be expected for the year ending January 31, 2007.  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 $5,569,195 for the period from December 21, 2001 (inception) to October 31, 2006, 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, 2006.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    4.  EQUIPMENT  October 31, 2006October 31, 2006Cost
        
        Accumulated Depreciation
        
        NetComputers
        $
        4,058
        $
        1,149
        $
        2,909Office equipment
        
        116
        
        4
        
        112$
        4,174
        $
        1,153
        $
        3,021January 31,2006Cost
        
        Accumulated Depreciation
        
        NetComputers
        $
        3,439
        $
        516
        $
        2,923Office equipment
        
        -
        
        -
        
        -$
        3,439
        $
        516
        $
        2,923   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 OCTOBER 31, 2006 and 2005 (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 OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    5.  MINERAL PROPERTY 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. f)
        Nevada Claims The Company entered into a non-binding letter of intent with Staccato Gold Resources Ltd. on April 28, 2006, and delivered back to us on May 1, 2006, pursuant to which The Company  has agreed to negotiate the terms of a formal joint venture agreement to explore and, if warranted, develop, a property located in Lander County, Nevada, known as Long Peak.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    5.MINERAL PROPERTY INTERESTS (continued) Claims acquired have been accounted for on a geographic basis as follows:  Three Months Ended October 31, 2006
        
        Three Months Ended October 31, 2005
        
        Nine Months Ended October 31, 2006
        
        Nine Months Ended October 31, 2005
        
        Cumulative from Inception December 21, 2001 to October 31, 2006Pinguino Project:Acquisition
        $
        -
        $
        66,968
        $
        91,463
        $
        81,875
        $
        196,015Assaying, testing and analysis
        
        7,493
        
        4,974
        
        33,388
        
        49,323
        
        143,112Camp and field supplies
        
        12,420
        
        18,807
        
        96,625
        
        196,019
        
        431,502Drilling
        
        1,158
        
        7,221
        
        214,551
        
        40,054
        
        540,501Geological and geophysical
        
        4,187
        
        9,778
        
        89,263
        
        106,640
        
        354,369Travel and accommodation
        
        652
        
        1,584
        
        6,806
        
        12,287
        
        33,48625,910
        
        109,332
        
        532,096
        
        486,298
        
        1,698,985Condor Project:Acquisition
        
        -
        
        -
        
        -
        
        2,746
        
        7,528Camp and field supplies
        
        -
        
        -
        
        -
        
        72
        
        198Geological and geophysical
        
        -
        
        -
        
        -
        
        1,527
        
        4,185-
        
        -
        
        -
        
        4,345
        
        11,911Rio Negro Properties:Camp and field supplies
        
        -
        
        -
        
        -
        
        18,910
        
        51,836Geological and geophysical
        
        -
        
        -
        
        -
        
        12,010
        
        32,921Travel and accommodation
        
        -
        
        -
        
        -
        
        3,507
        
        9,614-
        
        -
        
        -
        
        34,427
        
        94,371Cinema Claims:Acquisition
        
        -
        
        -
        
        -
        
        -
        
        2,300Geological and geophysical
        
        -
        
        -
        
        -
        
        -
        
        13,157-
        
        -
        
        -
        
        -
        
        15,457Other acquisition costs:Santa Cruz Property
        
        (1,038)
        
        -
        
        2,803
        
        25,598
        
        9,798BC Claims
        
        -
        
        -
        
        948
        
        -
        
        948Nevada Claims
        
        -
        
        -
        
        15,000
        
        -
        
        15,000(1,038)
        
        -
        
        18,751
        
        25,598
        
        25,746$
        24,872
        $
        109,332
        $
        550,847
        $
        550,568
        $
        1,846,470        ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    6.  PROMISSORY NOTES Promissory notes payable are unsecured and are comprised of the following individual amounts:  Date issued
        Maturity
        Interest Rate
        
        AmountMarch 22, 2006
        On demand after August 27, 2007
        8%
        $
        500,000March 22, 2006
        On demand after August 27, 2007
        8%
        
        500,000June 28, 2006
        August 28, 2006
        $5,000 flat rate
        
        100,000July 1, 2006
        On demand *
        6%
        
        90,4101,190,410 The promissory notes issued on March 22, 2006 may be prepaid at any time without penalty.  The notes are convertible at $0.40 per share upon 90 days notice by the holder.  From and after the date of a notice of conversion until the conversion date, the Company shall have the right to prepay any or all of the principal amount and interest to be converted pursuant to the notice of conversion.  *Due from a related party  7.  CONVERTIBLE PROMISSORY NOTE The Convertible Promissory Note, issued December 22, 2004, bears interest at 10%, is payable on demand of the issuer or at anytime at the option of the Company, without penalty, and is convertible into common shares, at the note holders option, at a conversion price of $0.90 per share (Conversion Price) or lesser adjusted amount determined as follows: a)
        If the Company issues securities for a per share or conversion or exercise price which is less than the Conversion Price, then the Conversion Price shall be reduced to that lower price, or b)
        If the Company ceases to devote the majority of its resources to the exploration and development of its Argentinean mineral properties or fails to make the required payments with respect to its Pinguino property, then the conversion price shall become the lower of the Conversion Price or 75% of the average trailing five day bid price of the Companys common stock on the Over-The-Counter Bulletin Board. The full principal amount of the note is due on an event of default, as defined in the terms of the note.  Pursuant to the terms of the Note, as a result of 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, as per Financial Accounting Standards Boards Emerging Issues Task Force Issue Number 00-27 Application of Issue No. 98-5 to Certain Convertible Instruments.  The 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 for 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 August 27, 2007.      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    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 2005, 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. 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.  Share purchase warrants Share purchase warrant transactions are summarized as follows:  Number of Shares
        
        Weighted Average Exercise PriceBalance as at January 31, 2004 and 2005
        -666,667
        $
        0.40-
        
        --
        
        -Balance as at January 31, 2006
        666,667
        
        0.40125,000
        
        1.75-
        
        --
        
        -Balance as at October 31, 2006
        791,667
        $
        0.61       ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    8.  SHARE CAPITAL (continued)  As at July 31, 2006, the following share purchase warrants were outstanding and exercisable:  Number of shares
        
        
        Exercise Price
        
        Expiry Date666,667
        
        $
        0.40
        
        June 24, 200752,500
        
        $
        1.75
        
        October 2, 200872,500
        
        $
        1.75
        
        October 6, 2008791,667
        
        $
        0.61   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 shares
        
        Weighted Average Exercise PriceBalance as at January 31, 2004 and 2005
        -
        $
        -Issued
        
        1,420,000
        
        0.25Exercised
        
        -
        
        -Expired
        
        -
        
        -Balance as at January 31, 2006
        1,420,000
        
        0.25Issued
        
        920,000
        
        0.53Exercised
        
        -
        
        -Expired
        
        -
        
        -Balance as at April 30, 2006
        
        2,340,000
        
        0.36Issued
        
        
        
        -Exercised
        
        (200,000)
        
        0.25Expired
        
        -Balance as at July 31and October 31, 2006
        2,140,000
        $
        0.37  The weighted average fair value per stock option granted during the nine months ended October 31, 2006 was $0.53 (2005 - $0.326).      ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    8.  SHARE CAPITAL (continued)  As at October 31, 2006, the following stock options were outstanding and exercisable:  Number of shares
        
        Exercise Price
        
        Expiry Date270,000
        $
        0.25
        
        December 13, 200950,000
        
        0.25
        
        June 26, 2010600,000
        
        0.49
        
        February 7, 2011200,000
        
        0.58
        
        February 9, 2011120,000
        
        0.62
        
        March 10, 2010900,000
        
        0.25
        
        June 26, 20152,140,000  Stock-based compensation  The fair value of stock options granted during the nine months ended October 31, 2006 was $400,532 (2005 - $44,875) which is being recognized over the options vesting periods.  Total stock-based compensation recognized during the three months ended October 31, 2006 was $100,133 (2005 - $44,875).  Total stock-based compensation recognized during the nine months ended October 31, 2006 was $339,416 (2005 - $89,750).  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:  Nine Months Ended October 31, 2006
        Nine Months Ended  October 31, 2005Risk-free interest rate
        3.98%
        3.85%Expected life of options
        4.9 years
        8.7 yearsAnnualized volatility
        119%
        112%Dividend rate
        0.00%
        0.00%-        ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    9.RELATED PARTY TRANSACTIONS a)
        Effective February 1, 2004, the Company entered into a management agreement with a director and officer for a period of one year at $7,250 per month.  During the nine months ended October 31, 2006 Company paid consulting fees of $73,693 (2005 - $67,008) relating to this management agreement.  b)
        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 nine months ended October 31, 2006, the company paid consulting fees of $26,484 (2005 - $Nil) relating to this management agreement.  c)
        On July 1, 2006, a director and office of the Company advanced $90,410 to the Company.  The advance is dues on demand, bears interest at 6% and is secured by a promissory note.  10.SEGMENT INFORMATION  As at July 31, 2005, the Company and its subsidiary operate in one reportable segment, being the exploration for and the development of mining properties in Argentina.  Identifiable assets, revenues and net loss in each geographic area are as follows:  October  31, 2006
        
        January 31, 2006Identifiable assets:Canada
        $
        289,895
        
        65,856Argentina
        
        19,381
        
        -$
        309,276
        $
        65,856    Three Months Ended October 31, 2006
        
        Three Months Ended October 31, 2005
        
        Nine Months Ended October 31, 2006
        
        Nine Months Ended October 31, 2006Loss for the period:Canada
        $
        227,427
        $
        $144,223
        $
        $802,469
        $
        402,930Argentina
        
        43,609
        
        109,332
        
        593,750
        
        550,568$
        271,036
        $
        $253,555
        $
        $1,396,219
        $
        $953,498         ARGENTEX MINING CORPORATION (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2006 and 2005 (Unaudited) (Stated in U.S. Dollars)    11.  SUBSEQUENT EVENTS  a)
        Subsequent to October 31, 2006, the Company completed three private placements and issued 876,400 units for gross proceeds of $876,400, of which $177,333 had been received before October 31, 2006. Each unit consisted of one common share and one half of one share purchase warrant.  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.  b)
        Subsequent to October 31, 2006, the Company issued 30,000 common shares as bonuses to two consultants in Argentina.       - 20 -   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 Private Securities Litigation Reform Act of 1995.  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. 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. Corporate History We were incorporated in the State of Nevada on December 21, 2001 under the name "Delbrook Corporation" with authorized capital of 100,000,000 shares of common stock with a par value of $0.001 and 100,000,000 shares of preferred stock with a par value of $0.001.  On March 15, 2004, we changed our name to "Argentex Mining Corporation".  We effected this name change by merging with our wholly owned subsidiary, named Argentex Mining Corporation, a Nevada corporation that we formed specifically for this purpose.  Our company was the surviving company in the merger. We recently decided to apply for a listing for our companys common shares on the Canadian TSX Venture Exchange (also known as the TSX-V) and we propose to do so within the next few months.  Because our company is incorporated in Nevada, TSX-V has refused to accept a listing application from us unless we agree to either (i) amend our Articles of Incorporation to include certain clauses required by TSX-V; or (ii) re-domesticate from Nevada to another jurisdiction.  We anticipate that we will be required to elect one of these two options before TSX-V will grant us a listing but we do not intend to make this election until after we have filed an application.  In anticipation of this possibility, on May 1, 2006, we formed a new Delaware company under the name Argentex Mining Corporation.  If we decide to re-domesticate our company to Delaware, we will ask our shareholders to approve doing so by
way of a merger with this new, wholly-owned Delaware subsidiary.  If we elect the other option, we will be required to seek the approval of our shareholders to amend our Articles of Incorporation.  If we decide to pursue either of these options, we intend to prepare and distribute to our shareholders a form of proxy and proxy solicitation material describing our proposal at the time. OVERVIEW We are in the mineral resource business.  This business generally consists of three stages: exploration, development and production.  Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities, and are engaged in exploring land in an effort to discover them.  Mineral     - 21 -  resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage.  Our company is in the exploration stage. Mineral resource exploration can consist of several stages.  The earliest stage usually consists of the identification of a potential prospect through either the discovery of a mineralized showing on that property or as the result of a property being in proximity to another property on which exploitable resources have been identified, whether or not they are or have in the past been extracted. After the identification of a property as a potential prospect, the next stage would usually be the acquisition of a right to explore the area for mineral resources.  This can consist of the outright acquisition of the land or the acquisition of specific, but limited, rights to the land (e.g., a license, lease or concession).  After acquisition, exploration would probably begin with a surface examination by a prospector or professional geologist with the aim of identifying areas of potential mineralization, followed by detailed geological sampling and mapping of this showing with possible geophysical and geochemical grid surveys to establish whether a known trend of mineralization continues through un-exposed portions of the property (i.e., underground), possibly trenching in these covered areas to allow sampling of the underlying rock.  Exploration also commonly includes systematic regularly spaced drilling
in order to determine the extent and grade of the mineralized system at depth and over a given area, as well as gaining underground access by ramping or shafting in order to obtain bulk samples that would allow one to determine the ability to recover various commodities from the rock.  Exploration might culminate in a feasibility study to ascertain if the mining of the minerals would be economic.  A feasibility study is a study that reaches a conclusion with respect to the economics of bringing a mineral resource to the production stage. Our current mineral properties consist of five groups of mineral exploration claims.  Four of these groups of claims are located in the Rio Negro and Santa Cruz provinces of Argentina.  All of the mineral exploration licenses with respect to these Argentine claims are registered in the name of our Delaware subsidiary, SCRN Properties Ltd.  Our fifth group of mineral exploration claims is located in the Revelstoke area of British Columbia, Canada.  This fifth group of claims has been registered in the name of our company.  Until recently we were party to a letter of intent with Staccato Gold Resources Ltd. pursuant to which we were considering the acquisition of an interest in a sixth group of mineral claims known as the Long Peak property, located in Lander County, Nevada but we have since decided that we are not interested in pursuing this opportunity and the letter of intent has expired according to its
terms.  For a more detailed description of our mineral resource properties, please refer to the discussion entitled Description of Property beginning at page 11 of our annual report on Form 10-KSB filed with the Securities and Exchange Commission on May 12, 2006.  Our recent activities have focused primarily on our Pinguino (Santa Cruz Province) property. There is no assurance that a commercially viable mineral deposit exists on any of our properties and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically and legally feasible to develop or exploit those resources.  Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a reserve (a reserve is a commercially viable mineral deposit).  Even if we do discover commercially exploitable levels of mineral resources on any of our properties, which is unlikely, there can be no assurance that we will be able to enter into commercial production of our mineral properties.  Please refer to the section entitled Risk Factors, beginning on
page 27 of this quarterly report on Form 10-QSB, for additional information about the risks of mineral exploration. PLAN OF OPERATIONS AND CASH REQUIREMENTS We have concentrated our recent exploration efforts on the Pinguino Property and we intend to focus primarily on this property over the twelve month period ending November 30, 2007. Pinguino Project During 2004 we engaged in preliminary exploration activities at our Pinguino property.  These preliminary exploration activities consisted primarily of prospecting, soil sampling, trenching and trench sampling and IP geophysics.  In early 2005, we initiated a drill program on the best known vein system on the property, known as the     - 22 -  Marta vein.  This drill program consisted of 45 short drill holes for a total of 3010 meters, testing the near surface targets that were largely determined by previous trenching results.  In early 2006, we initiated a new drill program which we expect should include up to 10,000 meters overall (approximately 32,800 feet).  The initial 25 drill holes, covering approximately 1,876 meters (approximately 6,150 feet) focused on a number of different areas of the Marta vein system including the Yvonne vein, Marta Sur, Marta Centro, Marta Este, Marta Noroeste and Marta Norte. Drilling results on the Yvonne and Marta Centro segments of the Marta vein showed a new vein-type massive sulphide occurrence with anomalous concentrations of zinc, lead, copper, silver, gold, tin and indium.  The highest grade base metal and indium values occurred in holes P53 and P54, which contained 10.8 meters of 8.1 % Zn and 3.0 % Pb, 138 g/t Ag  and 177 parts per million indium and 8.0 meters of  5 % zinc, 1 % lead, 1.5 % copper and 70 ppm indium, respectively.  The mineralogy of this occurrence suggests a different type of ore deposit model from the other silver-gold structurally controlled mineralization found elsewhere on the property.  This area remains untested along strike and at depth. Additional drilling in the Marta Este, Marta Noroeste and Marta Norte were focused on expanding the positive drill results of the 2005 program.  Significant intersections of silver-gold mineralization were encountered in this portion of the drill program and additional drill targets remain to be tested along strike and at depth. In our quarterly report for the three months ended July 31, 2006 and filed September 13, 2006, we included a table that summarizes all of the results from the 2006 drill program. In October 2006, we commenced geophysical testing and a detailed topographic survey to ensure accurate surface profiles to assist us in plotting drill sections for our next phase of drilling.  We used the results of this ground geophysics program to fill data gaps in our existing geophysical grid and to expand and enhance zones of interest along the Marta trend and in a number of potentially significant areas in the vicinity.  A large number of anomalies have so far been identified through approximately 25 line miles (40 line kilometers) of 3D Induced Polarization surveys that were completed along the Marta trend in 2004.  Many of these anomalies, which were successfully tested as part of the companys ongoing 2006 drill program, remain open to expansion in all directions.  To date, detailed geological mapping has discovered approximately 36.4 miles (58.7 kilometers) of epithermal veins exposed on the property. On November 30, 2006 we announced the commencement of our current drilling program at Pinguino, which is proposed to include a minimum of 3,000 meters (9,842 feet) of HQ diamond drilling.  The initial focus of this program will be the chargeability anomaly in the area of holes P53 and P54 mentioned above, where we encountered high base metal and indium values. There can be no assurance that future exploration will reveal any significant amounts of gold or other minerals in quantities sufficient to justify development of a mine or the conduct of mining operations. El Condor Project There are no new developments to report. Santa Cruz Properties There are no new developments to report. Rio Negro Properties There are no new developments to report. British Columbia Properties There are no new developments to report.      - 23 -   During the 12 months ending November 30, 2007, we intend to focus our exploration activities almost entirely on our Pinguino property.  We will require approximately $960,000 to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or development costs but including administrative and exploration costs.  As at October 31, 2006, we had cash in the amount of $297,961 and a working capital deficit in the amount of $1,424,006.  During the month of November and the first 10 days of December, we raised additional gross proceeds from private placements of approximately $699,000.  We do currently have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months and pay down existing debt.  We plan to raise any additional working capital that we require through private placement sales of our common stock, though there can be no
assurance that we will be able to do so. We will incur additional expenses if we are successful in entering into an agreement to acquire an interest in a prospective or existing mineral property.  In addition to the acquisition cost, we may require significant funds to develop the property.  It is not possible to estimate such funding requirements until such time as we enter into a definitive agreement to acquire an interest in a property. LIQUIDITY AND CAPITAL RESOURCES We had cash of $296,971 as of October 31, 2006 compared to cash of $62,647 as of January 31, 2006.  We had a working capital deficit of $1,424,006 as of October 31, 2006 compared to a working capital deficit of $1,076,985 as of January 31, 2006.  The majority of the deficiency at January 31, 2006 was due to five promissory notes, three with maturity dates within 12 months of October 31, 2006 and two payable on demand, though one of these demand notes provides that demand may not be made until after October 18, 2007. During the month of November and up to December 5, 2006, we raised gross proceeds of $699,000 through the sale of equity. We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, and to pay down existing debt.  These cash requirements are in excess of our current cash and working capital resources.  Accordingly, we will require additional financing in order to continue operations and to repay our accrued liabilities.  There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities. 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 October 31, 2007. Purchase of Significant Equipment We do not intend to purchase any significant equipment over the twelve month period ending October 31, 2007. Compliance with Government Regulation We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties.  Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation.  We do not currently own or operate any mines and are not required to comply with the requirements of these regulatory authorities.  We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities.  In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties. In Argentina, minerals are owned by the Provincial government.  Individual Provinces are allowed to impose a maximum 3% mine royalty on mineral production. Exploration rights are acquired by filing a cateo, which gives exclusive prospecting rights for an area for a period of time, generally 3 years with the Provincial mining authorities. The holder of a cateo has exclusive right to establish a Manifestation of Discovery on that cateo.  Manifestations of     - 24 -  Discovery can also be set without a cateo on any land not covered by someone elses cateo.  Manifestations of Discovery are filed as either a vein or a disseminated discovery.  A square protection zone can be declared around the discovery of up to 840 hectares for a vein Manifestation of Discovery or 7,000 hectares for a disseminated Manifestation of Discovery.  The protection zone grants the holder exclusive rights for an indefinite period, during which the holder must provide an annual report presenting a program of exploration work and investments related to the protection zone. The cateo is an exploration concession that confers priority for the owner to apply for a mining concession (pertenencia) later.  Cateos are measured in 500 hectare unit areas and cannot exceed a total of 20 units (10,000 hectares).  The length of the cateo tenure is based on its area and starts on the date of awarding the cateo.  Typically, exploration companies acquire cateos in blocks of 5,000 or 10,000 hectares. After a period of 330 days after receiving the rights to the cateo, 50% of the area over four units (2,000 hectares) must be dropped.  At 730 days, 50% of the area remaining must be dropped.  Time extensions may be granted to allow for bad weather, difficult access, financial issues, etc. Applications for cateos may take up to two years to be approved.  In the event that there are multiple applicants for the same area, the priority is based on the initial dates of applications.  The applicant can explore on the land pending formal award of the cateo with the approval of the surface owner of the land.  The time period for reduction of the cateo area does not start until 30 days after a cateo is formally awarded. The Argentine mining act requires payment of a "canon fee" (tax) of Pesos $400 per unit payable upon the application for the cateo. A Manifestacion de Descubrimiento is a block of land similar to a claim in that when the required work and payments are completed, it can be perfected into a Mina.  A Pertenencia or Mina is required prior to production. We filed a Notice of Work (Muestra de Informe) with the Dirección de Minería in the Province of Santa Cruz in December 2004 outlining our planned exploration program for 2005 on our Pinguino property.  A Notice of Work does not have to be renewed annually so long as the type of work on the property remains the same during the next year.  As our exploration program for the Pinguino property during 2006 should be substantially similar to our 2005 exploration program, we are not required to renew or re-file a Notice of Work this year.  No other permits were required for exploration, though we did file a preliminary environmental report on the Pinguino property with the Provincial authorities in December, 2004. We have not filed any Notice of Work or other plan for any of our other properties as at the date of filing this quarterly report on Form 10-QSB. In British Columbia, mineral claims are registered using the recently implemented Internet-based Mineral Titles Online system.  This registration system has replaced the previous method, in which free miners acquired title to mineral properties by staking their claims on the ground.  Using the current system, free miners register mineral titles online.  In addition, free miners now use the online system to register work and payments necessary to maintain their claims and leases, transfer their titles to another free miner, change the expiry date (anniversary date) of a claim, amalgamate two or more claims, and make other changes to their registered claims. A registered holder holds a British Columbia mineral claim for one year after it is initially registered.  After the first year, registered holders may hold the claim from year to year by (a) doing exploration and development and registering a statement of the exploration and development online, or making payments instead of exploration and development, and (b) registering a revised expiry date. A person, other than the government, must be a free miner to register a claim or lease or to register exploration and development.  A free miner is a person (including artificial persons such as partnerships and corporations) resident in Canada that holds a free miners certificate.  Our company, which has registered to do business in British Columbia (the corporate equivalent of residency) holds a free miners certificate.      - 25 -   Our Revelstoke claims were registered with the Province of British Columbia on March 27, 2006.  Unless we perform exploration or development work or make payments in lieu of such work, these claims will expire March 26, 2007.  We do not currently have any plan to explore these mineral claims. We are prepared to engage professionals, if necessary, to ensure regulatory compliance but in the near term we expect that our activities will require minimal regulatory oversight.  If we expand the scope of our activities in the future it is reasonable to expect that our compliance costs may increase accordingly. Employees As of October 31, 2006, 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.  In addition, we have two consultants working for us on a short term basis to help identify potential sources of finance.  None of our consultants, including our President and our Chief Financial Officer, are required by the terms of their consulting agreements to spend all of their time 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 the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual consolidated financial statements for the year ended January 31, 2006, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon our company locating, acquiring and developing a mineral or oil and gas property, and achieving a profitable level of operation.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. APPLICATION OF CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.  As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex.  We have identified certain accounting policies, described below, that are the most important to the portrayal of our current financial condition and results of operations. Basis of Presentation These 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.      - 26 -   Mineral Claim Payments and Exploration Expenditures We expense all exploration costs incurred on our mineral properties, including acquisition costs, prior to the establishment of proven and probable reserves.  All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable, utilizing established guidelines based upon discounted future net cash flows from the asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.  During the year ended January 31, 2006, we recorded impairments of $Nil on mineral properties. There were no mineral property impairments in the current period. 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. Earnings Per Share Basic earnings (loss) per share of common stock is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share of common stock reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. At January 31, 2006 and at October 31, 2006, no common shares in the capital of our company were held by an escrow agent.      - 27 -   At October 31, 2006, the following potential common shares were excluded from the computation of diluted loss per share since their effect is anti-dilutive:  Potential dilutive sharesWarrants
        
        791,667Convertible promissory notes
        
        3,333,333Stock options
        
        2,140,0006,265,000 Recent Accounting Pronouncements September 2006  Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.  SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements.  SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors.  SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on the consolidated financial statements. September 2006 - FASB issued Statement No. 157, Fair Value Measures.  This Statement defines fair value, establishes a framework for measuring fair value in GAAP, expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. Statement No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of Statement No. 157 will change current practice. Statement No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company is currently evaluating the impact of Statement No. 157 but does not expect that it will have a material impact on the consolidated financial statements. In March 2006 - FASB issued Statement No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".  This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140.  The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as
impairments or direct write-downs. Statement No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006.  The adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or 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     - 28 -  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 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 will 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 will 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 do so.  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.      - 29 -   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, 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, 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 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 unintegrated.  We compete with other exploration companies looking for mineral resource properties.  While we compete with other exploration companies in the effort to locate and license 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 gold and other mineral products.  Therefore, we will likely be able to sell any gold or mineral products that we identify and produce. 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.      - 30 -   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 October 31, 2007, we expect to spend approximately
$960,000 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 $296,971 as of October 31, 2006.  During November and up to December 5, 2006, we raised gross proceeds from sales of equity of $699,000.  As at October 31, 2006, we had a working capital deficit of $1,424,006.  We incurred a net loss of $1,396,219 for the nine month period ended October 31, 2006 and $5,269,195 since inception on December 21, 2001.  We estimate our average monthly operating expenses to be approximately $75,000 each month, 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 promissory notes as they become due.  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 28, 2006, 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.      - 31 -   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 the shares. Our stock is a penny stock.  Trading of our stock may be restricted by the SECs penny stock regulations and the NADSD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 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 NASD 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 NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The NASD requirements make it more difficult for     - 32 -  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 October 31, 2006.  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 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 our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. On October 2, 2006, we issued 105,000 Units at a purchase price of $1.00 per Unit to five (5) non U.S. persons (as that term is defined in Regulation S promulgated under the Securities Act of 1933) for gross proceeds of $105,000.  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 $1.75 per warrant share for a period of 24     - 33 -  months from closing.  The Units were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. On October 6, 2006, we issued 145,000 Units at a purchase price of $1.00 per Unit to three (3) non U.S. persons (as that term is defined in Regulation S promulgated under the Securities Act of 1933) for gross proceeds of $145,000.  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 $1.75 per warrant share for a period of 24 months from closing. The Units were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. On November 15, 2006, we issued 348,400 Units at a purchase price of $1.00 per Unit to nine (9) non U.S. persons (as that term is defined in Regulation S promulgated under the Securities Act of 1933) for gross proceeds of $348,400.  Each Unit consists 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 $1.75 per warrant share for a period of 24 months from closing. The Units were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. On November 23, 2006, we issued 500,000 Units at a purchase price of $1.00 per Unit to one (1) non U.S. person (as that term is defined in Regulation S promulgated under the Securities Act of 1933) for gross proceeds of $500,000.  Each Unit consists 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 $1.75 per warrant share for a period of 24 months from closing. The Units were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. On December 5, 2006, we issued 28,000 Units at a purchase price of $1.00 per unit to three non-U.S. persons for gross proceeds of 28,000.  Each Unit consists 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 $1.75 per warrant share for a period of 24 months from closing. The Units were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. On December 7, 2006, we issued 15,000 common shares to each of two consultants of our company (for an aggregate total of 30,000 shares). 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 $1.53 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 December 6, 2006. In issuing these shares, we relied on Regulation S and/or Section 4(2) of the Securities Act of 1933. Item 3.  Defaults Upon Senior Securities. None. Item 4.  Submission of Matters to a Vote of Security Holders. None. Item 5.  Other Information. None. Item 6.  Exhibits.  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.       - 34 -    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.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 current report of Form 8-K filed with the Commission on May 11, 2006 and incorporated herein by reference.       - 35 -    10.12
        Promissory Note dated November 1, 2005 issued to Chaudion Holdings Ltd. filed as an exhibit to the current report of Form 8-K filed with the Commission on May 11, 2006 and incorporated herein by reference.10.13
        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.10.14
        Promissory Note dated June 28, 2006 issued to Providence Securities Ltd. filed as an exhibit to the current report of Form 8-K filed with the Commission on July 27, 2006 and incorporated herein by reference.10.15
        Promissory Note dated July 1, 2006 issued to Kenneth Hicks filed as an exhibit to the current report of Form 8-K filed with the Commission on July 27, 2006 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.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     36   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: December 14, 2006 By:/s/ Hamish Malkin Hamish Malkin Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: December 14, 2006