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

FORM 10-KSB

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

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

For the fiscal year ended: **January 31, 2005**

Commission file number**000-49995**

ARGENTEX MINING CORPORATION(Exact name of registrant as specified in its charter)

|Nevada                                   | 71-0867623         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|1066 West Hastings Street, Suite 2000    |                    
|Vancouver, BC, Canada                    | V6E 3X2            
|(Address of principal executive offices) | (zip code)         

Issuer's Telephone Number: (604) 601-8336

Securities registered under Section 12(b) of the Exchange Act:
  **None**

Securities registered under Section 12(g) of the Exchange Act:
  **Common Stock, $.001 par value**
  (Title if Class)

Indicate by check mark whether the registrant (a) has filed
  all reports required to be filed by Section 13 or 15(d) 
  of the Securities Exchange Act of 1934 during the preceding 12 months (or for
  such shorter period that the registrant
  was required to file such reports), and (b) has been subject to such filing
  requirements for the past 90 days. 
  Yesx  No  ̈

Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-B is not contained 
  herein, and will not be contained, to the best of registrant's knowledge, in
  definitive proxy or information statements
  incorporated by reference in Part III of this Form 10-KSB or any amendment to
  this Form 10-KSB. ̈

As of April 25, 2005 the aggregate market value of the registrant’s
  Common Stock held by non-affiliates of the 
  registrant was approximately $9,090,755,based upon the closing sales
  price on the Nasdaq Over-The-Counter Bulletin 
  Board for that date.

The number of shares of Common Stock, $0.001 par value,
  outstanding on April 25, 2005, was 22,482,221 shares, 
  held by approximately 16 stockholders.

The issuer’s revenues for its most recent fiscal year
  ended January 31, 2005 were $0.

Transitional Small Business Disclosure Format (check one):
  Yes ̈  Nox

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ARGENTEX MINING CORPORATION 
  ANNUAL REPORT ON FORM 10-KSBFor the Fiscal Year Ended January 31, 2005

TABLE OF CONTENTS

|         |            | Page                                                                                       
|-------- | ---------- | -------------------------------------------------------------------------------------------
|PART I   |            |                                                                                            
|         | Item 1.    | Business                                                                                   
|         | Item 2.    | Properties                                                                                 
|         | Item 3.    | Legal Proceedings                                                                          
|         | Item 4.    | Submission of Matters to a Vote of Security Holders                                        
|         |            |                                                                                            
|PART II  |            |                                                                                            
|         | Item 5.    | Market for Registrant’s Common Equity and Related
      Stockholder Matters                
|         | Item 6.    | Management’s Discussion and Analysis of Financial
      Condition and Results Of Operations
|         | Item 7.    | Financial Statements                                                                       
|         | Item 8.    | Changes in and Disagreements with Accountants on Auditing
      and Financial Disclosure   
|         | Item 8A.   | Controls and Procedures                                                                    
|         | Item 8B.   | Other Information                                                                          
|         |            |                                                                                            
|PART III |            |                                                                                            
|         | Item 9.    | Directors and Executive Officers of the Registrant                                         
|         | Item 10.   | Executive Compensation                                                                     
|         | Item 11.   | Security Ownership of Certain Beneficial Owners and
      Management                       
|         | Item 12.   | Certain Relationships and Related Transactions                                             
|         |            |                                                                                            
|PART IV  |            |                                                                                            
|         | Item 13.   | Exhibits                                                                                   
|         | Item 14.   | Principal Accountant Fees and Services                                                     
|         |            |                                                                                            
|         | Signatures | 35                                                                                         

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This
  form 10-KSB contains forward-looking statements within the meaning of the federal
  securities laws. These forward-looking statements are necessarily based on certain
  assumptions and are subject to significant risks and uncertainties. These forward-looking
  statements are based on management's expectations as of the date hereof, and
  the Company does not undertake any responsibility to update any of these statements
  in the future. Actual future performance and results could differ from that
  contained in or suggested by these forward-looking statements as a result of
  factors set forth in this Form 10-KSB (including those sections hereof incorporated
  by reference from other filings with the Securities and Exchange Commission),
  in particular as set forth in the "Management’s Discussion and Analysis
  and Results of Operation" under Item 6.

In
  this form 10-KSB references to "ARGENTEX", “the Company”, "we,"
  "us," and "our" refer to ARGENTEX MINING CORPORATION.

PART I

ITEM 1.                DESCRIPTION
  OF BUSINESS

General

We
  were incorporated in the State of Nevada on December 21, 2001 with an authorized
  capital of 100,000,000 shares of common stock, par value $0.001 and 100,000,000
  shares of preferred stock, par value $0.001. Our business office is located
  at Suite 2000, 1066 West Hastings Street, Vancouver, British Columbia, Canada
  V6E 3X2. Our telephone number is (604) 601-8366.

We
  were organized for the purpose of acquiring and developing mineral properties.
  We own interests in 12 mineral properties located in the Santa Cruz province
  of the Republic of Argentina as indicated on the following map:

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We
  also own interests in 18 mineral properties located in the Rio Negro province
  of the Republic of Argentina as indicated on the following map:

2

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We
  are in the exploration stage and will be in the exploration stage until we achieve
  significant revenues from operations. In an exploration stage company, management
  devotes most of its activities in acquiring and developing mineral properties.
  There is no assurance that a commercially viable mineral deposit exists on any
  of our properties. Further exploration will be required before a final evaluation
  as to the economic and legal feasibility is determined. Our ability to emerge
  from the exploration stage with respect to our planned principal business activity

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is dependent upon our ability to attain profitable operations.
  There is no guarantee that we will be able to identify, acquire or develop mineral
  properties that will produce profitability. Moreover, if a potential mineral
  property is identified which warrants acquisition or participation, additional
  funds may be required to complete the acquisition or participation, and we may
  not be able to obtain such financing on terms which are satisfactory to us.
  There is substantial doubt regarding our ability to continue as a going concern.
  Our management's plans for our continuation as a going concern include financing
  our operations through sales of our unregistered common stock. If we are not
  successful with our plans, investors could then lose all or a substantial portion
  of their investment.

Development of our Business

Since
  inception we have been engaged in the business of acquiring and developing mineral
  properties. In December 2001 we acquired a 75% interest in the Cinema Property
  located in the Cariboo Mining Division of the Province of British Columbia.
  In January 2002 we raised a total of $92,400 through the issuance of shares
  of our common stock in reliance upon the exemption provided by Regulation S.

In
  January 2003 we completed our exploration activities on the Cinema Property.
  Based upon the results of these exploration activities, our board of directors
  concluded that no further exploration take place and that the Cinema Property
  be maintained pending future changes in metal prices and developments in the
  area of the Cinema Property. In October 2003 our board of directors determined
  to abandon the Cinema Property and we allowed the claims comprised in the Cinema
  Property to expire.

In
  light or the foregoing, our management focused its efforts on locating and acquiring
  additional mineral properties. To this end, in February of 2004 we appointed
  Ken Hicks, P. Geo., as our Vice President (Exploration) and a member of our
  board of directors. In connection with the appointment of Mr. Hicks, we entered
  into an agreement with our former President, Mr. Peter Schulhof, pursuant to
  which he agreed to return some or all of the shares of our common stock held
  by him to our treasury without consideration as required to facilitate the acquisition
  of our Argentinean mineral properties.

Drawing
  on his experience in the Republic of Argentina, Mr. Hicks negotiated on our
  behalf the acquisition of the interests in our Argentinean mineral properties
  from Chris Dyakowski, P. Geo., the terms of each of which are discussed in detail
  below. As part of the acquisition of these interests, we agreed with Mr. Dyakowski
  that, following the closing of the acquisitions, we would:

appoint Mr. Dyakowski as our President, Chief Executive Officer, Chief
      Financial Officer, Secretary and director;
    change our name from Delbrook Corporation to Argentex Mining Corporation;
    issue a stock dividend of two shares of common stock for each one share
      of common stock; and
    return to treasury all of the shares of our common stock held by Mr.
      Schulhof.


As
  a condition precedent to the acquisition of the Argentinean mineral properties,
  we were required to close a financing with gross proceeds to us of not less
  than $500,000.

In
  March, 2004 we closed the financing through the issuance of 500 shares of non-voting
  Series A Convertible Preferred Stock at a price of $1,000 per share to a
  total of six investors in reliance upon the exemption provided by Regulation
  S for gross proceeds to us of $500,000. Each share of Series A Convertible
  Preferred Stock is convertible, at any time, by the holder into shares of our
  common stock at an effective price of $0.90 per share, subject to adjustments
  downwards in the event that:

we issue any common stock or securities convertible into common stock
      at an effective price of less than $0.90 per share until March 4, 2006,
      in which case the effective price shall be that lower price; and
    we cease to devote the majority of our resources to the exploration and
      development of our Argentinean mineral properties, or abandon and/or fail
      to make required payments (regardless of whether or not such payments are
      waived by the recipient) in respect of the Pinguino Property, in which case
      the conversion price shall be the average trailing five day bid price of
      our common stock on the over-the-counter Bulletin Board, less a 25% discount.


We
  also granted to the holders of the Series A Convertible Preferred Stock demand
  registration rights.

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As
  required by the terms of our agreements with Mr. Dyakowski, on March 15, 2004
  we changed our name to “Argentex Mining Corporation” and on March
  17, 2004 we issued a stock dividend of two shares of common stock for each one
  share of common stock outstanding.

In
  April, 2004 we issued an additional 1,500 shares of our Series A Convertible
  Preferred Stock to a total of five investors in reliance upon the exemption
  provided by Regulation S for gross proceeds to us of $1,500,000.

The
  proceeds of the issuance of our Series A Convertible Preferred Stock are to
  be used to pay closing costs, the acquisition costs of our interests in our
  Argentinean mineral properties, the exploration costs of our proposed exploration
  activities on our Argentinean mineral properties, marketing expenses, and general
  operating expenses.

Principal Product

Our
  principal product is the exploration, and if warranted, sale of precious minerals.
  Since our properties have yet to be explored by us there is no guarantee any
  ore body will ever be found.

Mineral Properties

Background to Title Matters

There
  is no ground staking for mineral rights in the Republic of Argentina. Mineral
  rights are acquired by application with the government for concessions to seek,
  own and sell minerals located within a specified parcel of land. Generally,
  all persons or entities qualified to acquire and possess real estate can obtain
  mineral rights. There are 3 levels of mineral rights and titles:

Cateo. Before work in an area can commence, an exclusive exploration
      permit known as a “Cateo” must be obtained. Once an application
      is submitted all rights to any mineral discoveries on a Cateo by third parties
      belong to the applicant. A Cateo is measured in 500 hectare units and can
      range in size from a minimum of one unit (500 hectares) to a maximum of
      twenty units (10,000 hectares). The approval of a Cateo specifies the area
      and the term of the Cateo. The rights of the Cateo holder are subject to
      surface rights. During the term of a Cateo, periodic relinquishment of ground
      is made such that 300 days after approval one half of the area in excess
      of 4 units must be relinquished, and after 700 days, one half of the remaining
      area must be relinquished. A Cateo of one unit has duration of 150 days
      and for each additional unit, the duration is increased by 50 additional
      days for a maximum duration of three years. Manifestacion de Discubrimiento. A Cateo will expire if mineral
      discovery is reported by the Cateo holder. Any mineral discovery, upon verification
      and approval by the government, entitles the holder to apply for a “Manifestacion
      de Discubrimiento” (“MD”) for mining rights to a maximum
      of 3,000 hectares. MDs may be filed without any substantial work being conducted
      on a Cateo. Pertinencia. Once the application is approved, the Cateo holder
      must elevate his Manifestacion de Discubrimiento to the “Pertinencia”
      stage in preparation for the application for a mining lease. After the size
      and configuration of a Manifestacion de Discubrimiento is determined, a
      part or all of it is legally surveyed. This is usually done after the results
      of exploration indicate a potential ore body. A Cateo allows the holder
      of the permit to explore the Cateo by way of prospecting, mapping, sampling
      and conducting geophysical surveys. To conduct drilling and trenching programs
      on the Cateo the permit holder has to notify the mining office in writing,
      outlining the proposed program which must include a plan for any reclamation.
      A basic environmental impact assessment is also required to be submitted
      to the government during the “Manifestacion de Discubrimiento”
      phase of mineral rights


Pinguino Property

Acquisition and Location

Pursuant
  to the terms of a Mineral Property Option Agreement dated February 24, 2004
  between ourselves and Chris Dyakowski, our President, Chief Executive Officer,
  Chief Financial Officer, Secretary and director (the “Pinguino Option
  Agreement”), we acquired from Mr. Dyakowski an option to acquire a 100%
  interest in and to

5

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certain mineral claims located in the Santa Cruz Province
  of the Republic of Argentina and known as the “Pinguino Property”
  totaling 10,000 hectares as shown on the following map:




The
  Pinguino Property is described as follows:

|Property Name        | Expediente No.     | Registered Holder | Claim Type   | Size      
|-------------------- | ------------------ | ----------------- | ------------ | ----------
|                     | (File No.)         |                   |              | (Hectares)
|Pinguino             | 406.876/03         | Dyakowski         | Cateo        | 10,000    
|Pinguino             | 414.409/CID/00     | Dyakowski         | MD           | 1,500     
|Pertinencias 1 to 30 | Described by Gauss | Dyakowski         | Pertinencias | 180       
|                     | Kruger Coordinates |                   |              |           

Our
  rights to the Pinguino Property are subject to a 2% net smelter returns royalty
  in favor of Mr. Dyakowski (the “Pinguino Royalty”). In order to
  exercise the option on the Pinguino Property, we are required to make option
  payments to Mr. Dyakowski totaling CAD$450,000 as follows:

- CAD$50,000 was paid on July 1, 2004;
- CAD$75,000 on or before July 1, 2005;
- CAD$100,000 on or before July 1, 2006;
- CAD$100,000 on or before July 1, 2007; and
- CAD$125,000 on or before July 1, 2008.

We
  have the right to repurchase one half of the Pinguino Royalty for CAD$1,000,000
  and all of the Pinguino Royalty for CAD$2,000,000. The Pinguino Option Agreement
  also provides for an “area of interest” such

6

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that, in the event that Mr. Dyakowski records any property
  claims within five (5) kilometers of the boundaries of the Pinguino Property,
  such claims will become subject to the Pinguino Option Agreement.

While
  as at the date hereof we have sufficient funds to pay the option payment due
  on July 1, 2004 there is no guarantee that we will have sufficient funds to
  make such payment when it is due. In addition, we may not have the funds to
  make the option payments due beginning July 1, 2006. In the event that we do
  not have funds available we will either seek advances from our directors or
  officers, or engage in additional offerings of our stock. At present, we have
  made no arrangements to do any of these two methods of fund raising. In the
  event that we determine that the Pinguino Property does not merit further exploration,
  we will not make any further option payments. If we fail to make the option
  payments the Pinguino Option Agreement will terminate and we will lose our interest
  in the Pinguino Property.

The
  claims comprising the Pinguino Property are registered in the name of Mr. Dyakowski.
  Maintenance fees on these claims have been paid until May 31, 2004. Our management
  is currently taking steps to transfer registered title to the claims to us.

The
  acquisition of the Pinguino Property was based on an examination by Ken Hicks,
  our Vice-President (Exploration) of past exploration programs by Mincorp (Anglo
  American plc’s Argentine subsidiary) in the years 1996-97. The examination
  led Mr. Hicks to the conclusion that the Pinguino Property was one of merit,
  that it exhibited significant gold and silver potential, and warranted further
  exploration. Mr. Hicks then recommended that we negotiate an option agreement
  for the Pinguino Property. Mr. Hicks has no interest in the Pinguino Property.
  Mr. Hicks is a member of the Association of Professional Engineers and Geoscientists
  of British Columbia, and a member of our board of directors, with extensive
  exploration experience in the Republic of Argentina.

There
  are no known reserves on the Pinguino Property and any proposed program by us
  is exploratory in nature.

Access
  to the Pinguino Property can be initiated from Rio Gallegos and heading north
  for approximately six hours by road to the centre of the Pinguino Property.
  Well-maintained provincial highways access the closest service location, Tres
  Cerros. From there, good all-weather road access is available to the Pinguino
  Property.

We
  have conducted an initial exploration program of due diligence which included
  continuous rock channel resampling on more than 20 of the previously excavated
  Mincorp trenches using a portable diamond-bladed rock saw. In addition, we carried
  out a detailed program of soil sampling in the immediate area of the existing
  trenches and extended outward into overburden covered terrain. Results of the
  rock channel sampling confirmed the tenure of anomalous silver and gold mineralization
  that the previous Mincorp database indicated. The detailed soil sampling confirmed
  the previously trenched areas as geochemically anomalous as well as indicated
  similar buried silver-gold mineralization elsewhere in the overburden covered
  areas that had not been discovered by Mincorp. A limited program of 3D IP geophysics
  was carried out on the Pinguino property, centered on the area of known mineralization.

In
  February 2005, we commenced an initial 3,000-meter diamond drill program to
  test high priority targets primarily based upon trench results. A pattern of
  short drill holes were used in a number of sites to evaluate the possibility
  of plunging mineralized ore shoots related to structural processes. A comprehensive
  program of quality control and quality assurance was carried out with respect
  to the sampling and analytical procedures. The certified analytical laboratory
  providing analytical services is Acme Labs, headquartered in Vancouver, Canada.
  Results of this drill program are still pending. In addition, additional detailed
  soil sampling was carried out in specific areas of interest.

History

The
  Pinguino Property was owned by Mincorp (Anglo American plc’s Argentine
  subsidiary) prior to 1998. The property was dropped by Mincorp in 1998 and subsequently
  staked free and clear by Mr. Dyakowski. In 2000 Mr. Dyakowski optioned the Pinguino
  Property to High American Gold Inc., a junior exploration company operating
  in Argentina. High American conducted a short property exam and approached Mincorp
  to negotiate a joint venture and in return acquired copies of the work carried
  out on the Pinguino Property by Mincorp. High American subsequently defaulted
  on its option payments to Mr. Dyakowski and returned the Pinguino Property to
  him, together with copies of all their data.

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Preliminary
  work completed by Mincorp included widely spaced multi-element soil geochemistry,
  detailed mapping, trenching and shallow drilling. Numerous geochemical anomalies
  were discovered and remain untested. Many anomalous trench/drill intersections
  remain open ended.

Regional Geology

The
  Pinguino Property is located in the Patagonia region of southern Argentina in
  a physiographic province referred to as the Deseado Massif. This area is in
  part underlain by continental Jurassic felsic ignimbrites, megabreccias, pyroclastic
  flows, tuffs and volcanic flows. Local stratigraphy is comprised of Roca Blanca
  (Lower Jurassic), Bajo Pobre (Mid-Jurassic) and Chon Aike (Mid-Upper Jurassic).

The
  mineralization discovered to date on the Pinguino Property conforms in many
  respects to the model for a low sulphidation quartz-adularia-sericite gold-silver
  epithermal deposit. Physical evidence of colloform and crustiform textures on
  surface indicates a high level in the mineralizing system.

Property Geology

The
  main Pinguino vein system is a highly silicified system that is resistant to
  weathering and is exposed up to ten meters, relative to the flat surrounding
  land. Silicification can also be tens of meters in width. In total, the vein
  system is exposed over a strike length of more than 3,500 meters and has been
  divided into seven vein segments. Smaller subsidiary veins are known but are
  poorly exposed. Rusty weathering gossan or hematite is found in conjunction
  with some sections of the mineralized system. As well, colloform, banded silica
  and open space fillings are exposed in surface trenches and weathered insitu.

Budget

We
  estimate that a proposed pre-drilling program on the Pinguino Property will
  cost approximately $375,000 with the goal of identifying drill targets for
  a subsequent drilling program. This proposed pre-drilling program would include
  reviewing available data to create a structural mineralization framework, visits
  to similar geologies in region for comparative and information purposes, detailed
  soil and rock sampling, resampling existing trenches, the extension of existing
  trenches, the creation of new trenches, and ground-based geophysics.

There
  are no known reserves on the Pinguino Property and any proposed program by us
  is exploratory in nature. We have not conducted any significant exploration
  activities on the Pinguino Property. We plan to review these mineral claims
  and, if warranted, undertake further exploration activities. We are presently
  in the exploration stage and there is no assurance that a commercially viable
  mineral deposit, a reserve, exists in the Pinguino Property until further exploration
  is done and a comprehensive evaluation concludes economic and legal feasibility.

Santa Cruz Properties

Acquisition and Location

We
  own interests in 17 additional mineral claims in the province Santa Cruz Province
  of the Republic of Argentina known as the “Santa Cruz” Properties
  totaling approximately 53,505 hectares. These properties, as well as our Pinguino
  Property, are indicated on the Santa Cruz Properties Map Image under the heading
  “Description of Business - General”, above.

The Santa Cruz Properties are described as follows:

|Property Name | Expediente No. | Registered Holder | Claim Type | Size      
|------------- | -------------- | ----------------- | ---------- | ----------
|              | (File No.)     |                   |            | (Hectares)
|Diamante 1    | 407.929/03     | Dyakowski         | MD         | 2,900     
|Diamante 2    | 407.928/03     | Dyakowski         | MD         | 2,850     
|CV Norte      | 407.935/03     | Bariloche (1)     | Cateo      | 6,355     
|CV 1          | 407.931/03     | Dyakowski         | MD         | 3,000     
|CV2           | 407.930/03     | Dyakowski         | MD         | 3,000     
|CV 3          | 407.932/03     | Dyakowski         | MD         | 3,000     

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|El Condor                | 406877/CID/03 | Dyakowski | Cateo        | 10,000
|------------------------ | ------------- | --------- | ------------ | ------
|Condor MD (2)            | 414.085       | Dyakowski | MD           | 1,500 
|                         | Palacios/00   |           |              |       
|Condor Pertinencia 1 (3) | N/A           | Dyakowski | Pertinencias | 6     
|Condor Pertinencia 2 (3) | N/A           | Dyakowski | Pertinencias | 6     
|Condor Pertinencia 3 (3) | N/A           | Dyakowski | Pertinencias | 6     
|La Leona                 | 407.220/03    | Dyakowski | Cateo        | 6,800 
|Cerro Contreras          | 407.182/03    | Dyakowski | Cateo        | 9,750 
|Nuevo Oro 1              | 407.933/03    | Dyakowski | MD           | 2,900 
|Nuevo Oro 1              | 407.934/03    | Dyakowski | MD           | 2,950 

|(1) | As bare trustee for SCRN Properties Ltd.                                                                
|--- | --------------------------------------------------------------------------------------------------------
|(2) | Contained within the area of the Condor Manifestacion
        de Descubrimiento and the El Condor Cateo.
|(3) | Contained within the area of the El Condor Cateo.                                                       

The
  Diamante 2, CV Norte, CV 1, CV 3, La Leona, Cerro Contreras, and Nuevo Oro 1
  and 2 MDs were acquired by us pursuant to the terms of a Mineral Property Acquisition
  Agreement dated February 24, 2004 between us and Chris Dyakowski, our President,
  Chief Executive Officer, Chief Financial Officer, Secretary and director (the
  “Dyakowski Agreement”). This group of claims is referred to herein
  as the “Dyakowski Property”

The
  Dyakowski Agreement provides for an “area of interest” such that,
  in the event that Mr. Dyakowski records any property claims within five (5)
  kilometers of the boundaries of the Dyakowski Property, such claims will become
  subject to the Dyakowski Agreement.

As
  consideration for the Dyakowski Property, we issued to Mr. Dyakowski a total
  of 833,333 shares of our common stock (the “Dyakowski Shares”),
  subject to the following escrow and return to treasury provisions:

- in the event that exploration activities on the Dyakowski
      Property, the Pinguino Property, and/or the SCRN Property (collectively,
      the “Properties”) are not commenced by April 30, 2004, all 833,333
      of the Dyakowski Shares are to be returned to our treasury and title to
      the Dyakowski Property shall be transferred to Mr. Dyakowski. Work commenced
      prior to April 30, 2004 and Mr. Dyakowski received his 833,333 shares of
      common stock;

upon our incurring exploration expenditures of at least $100,000
      on the Properties, 166,666 of the Dyakowski Shares are to be released from
      escrow and delivered to Mr. Dyakowski and, in the event that our geologist
      determines that the Dyakowski Property no longer has merit following such
      exploration expenditures, the remaining 666,667 Dyakowski Shares shall be
      returned to our treasury and title to the Dyakowski Property shall be transferred
      to Mr. Dyakowski; upon our incurring cumulative exploration expenditures of at least $500,000
      on the Properties, an additional 166,667 of the Dyakowski Shares are to
      be released from escrow and delivered to Mr. Dyakowski and, in the event
      that our geologist determines that the Dyakowski Property no longer has
      merit following such exploration expenditures, the remaining 500,000 Dyakowski
      Shares shall be returned to our treasury and title to the Dyakowski Property
      shall be transferred to Mr. Dyakowski; and upon our incurring exploration expenditures of at least $1,000,000
      on the Properties, an additional 166,667 of the Dyakowski Shares are to
      be released from escrow and delivered to Mr. Dyakowski and, in the event
      that our geologist determines that further exploration activities are warranted
      for the Dyakowski Property or that the Dyakowski Property should be placed
      into commercial production, the remaining 333,333 Dyakowski Shares are to
      be released from escrow and delivered to Mr. Dyakowski, or in the event
      that our geologist determines that further activities are not warranted
      for the Dyakowski Property, the remaining 333,333 Dyakowski Shares shall
      be returned to our treasury and title to the Dyakowski Property shall be
      transferred to Mr. Dyakowsk


The
  El Condor Cateo, Condor MD and the Condor Pertinencias 1, 2 and 3 claims, known
  as the “Condor Property”, were acquired by us pursuant to the terms
  of a Mineral Property Acquisition Agreement dated February 20, 2004 between
  us and San Telmo Energy Ltd. (the “Condor Agreement”). As consideration
  for the Condor Property we paid to San Telmo Energy Ltd. the sum of CAD$10,000.
  The Condor Property is subject to a 2% net

9

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smelter returns royalty in favor of San Telmo. We have the
  right to repurchase one half of this royalty for CAD$1,000,000 and all of
  this royalty for CAD$2,000,000. San Telmo Energy Ltd. is an affiliate of
  Chris Dyakowski, our President, Chief Executive Officer, Chief Financial Officer,
  Secretary and director.

The
  Diamante 1 and CV2 MDs were acquired by us pursuant to the terms of a Mineral
  Property Acquisition Agreement dated February 20, 2004 between us and Storm
  Cat Energy Corp. We also acquired 3 additional MDs located in the Rio Negro
  Province of the Republic of Argentina pursuant to this agreement which are discussed
  under the heading “Rio Negro Properties”. We paid to Storm Cat Energy
  Corp. the sum of CAD$10,000 for all of these MDs. Storm Cat Energy Corp.
  is an affiliate of Chris Dyakowski, our President, Chief Executive Officer,
  Chief Financial Officer, Secretary and director.

The
  claims comprising our Santa Cruz Properties registered in the name of Mr. Dyakowski
  or Bariloche Mineria Ltd., a company registered to conduct business in the Republic
  of Argentina, and are being held on our behalf. Maintenance fees on these claims
  have been paid until April 30, 2005. Our management is currently taking steps
  to transfer registered title to the claims to us.

The
  acquisition of our Santa Cruz Properties was based on an examination by Ken
  Hicks, our Vice-President (Exploration) of the geological potential of these
  properties because of the prospective geological environment in which our Santa
  Cruz Properties are situated and proximity to known epithermal gold-silver mineralization.
  Mr. Hicks recommended that we negotiate acquisition agreements for our Santa
  Cruz Properties. Mr. Hicks has no interest in our Santa Cruz Properties. Mr.
  Hicks is a member of the Association of Professional Engineers and Geoscientists
  of British Columbia, and a member of our board of directors, with extensive
  exploration experience in the Republic of Argentina.

There
  are no known reserves on our Santa Cruz Properties and any proposed program
  by us is exploratory in nature.

Access
  to our Santa Cruz Properties can be initiated from Rio Gallegos and heading
  north for approximately six hours by road to the community of Tres Cerro. From
  there, a moderate amount of off-road travel is required to access the properties.
  Relatively gentle terrain allows easy off-road travel.

We
  have conducted reconnaissance prospecting and limited soil sampling and geophysics
  on the El Condor property. Historical results showed indications of visible
  gold within a small area and the exploration program was directed to expand
  the area of potential mineralization through geochemical and geophysical means.
  The anomalous geochemistry was spotty and did not show a coherent pattern. Geophysics
  showed an extension of the resistive material to depth. No further work has
  been carried out on El Condor.

A
  large part of the Santa Cruz properties were the focus of reconnaissance prospecting,
  conducted simultaneously with the drill program on the Pinguino property. Truck-based
  prospecting covered a number of properties and rock samples were collected in
  a number of prospective sites. Analytical results are pending.

History

Other
  than the Condor Property, the MDs comprised in our Santa Cruz Properties were
  registered by Mr. Dyakowski. No significant field work has been conducted on
  these MDs.

A
  Cateo covering the Condor Property was originally registered by Mr. Dyakowski
  as bare trustee for San Telmo Energy Ltd. in November 1998. In early 1999 San
  Telmo Energy Ltd. conducted a minor work program on the property consisting
  of general prospecting and grab sampling. In 2000 San Telmo Energy Ltd. filed
  the Condor MD and in 2003 it surveyed and filed the Condor Pertinencias 1, 2
  and 3 and re-filed the El Condor Cateo.

Regional Geology

Our
  Santa Cruz Properties are located in the Patagonia region of southern Argentina
  in a physiographic province referred to as the Deseado Massif. This area is
  in part underlain by continental Jurassic felsic ignimbrites, megabreccias,
  pyroclastic flows, tuffs and volcanic flows. Local stratigraphy is comprised
  of Roca Blanca (Lower Jurassic), Bajo Pobre (Mid-Jurassic) and Chon Aike (Mid-Upper
  Jurassic).

10

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Budget

We
  estimate that preliminary exploration programs on our Santa Cruz Properties
  will cost approximately $65,000 with the goal of determining whether subsequent
  exploration is warranted. This proposed preliminary exploration program would
  include reviewing available data to create a structural mineralization framework,
  visits to similar geologies in region for comparative and information purposes,
  detailed soil and rock sampling, and ground-based geophysics.

There
  are no known reserves on our Santa Cruz Properties and any proposed program
  by us is exploratory in nature. We have not conducted any significant exploration
  activities on our Santa Cruz Properties. We plan to review these mineral claims
  and, if warranted, undertake exploration activities. We are presently in the
  exploration stage and there is no assurance that a commercially viable mineral
  deposit, a reserve, exists in our Santa Cruz Properties until further exploration
  is done and a comprehensive evaluation concludes economic and legal feasibility.

Rio Negro Properties

Acquisition and Location

We
  own interests in 18 Cateos and MDs located in the Los Menucos epithermal gold
  district of the province Rio Negro known as the “Rio Negro” Properties
  totaling 68,799 hectares. These properties are indicated on the Rio Negro Properties
  Map Image under the heading “Description of Business - General”,
  above.

The
  Rio Negro Properties are described as follows:

|Property Name | Expediente No. | Registered Holder | Claim Type | Size      
|------------- | -------------- | ----------------- | ---------- | ----------
|              | (File No.)     |                   |            | (Hectares)
|Catre 1       | 28.020-M-2.003 | Dyakowski (1)     | MD         | 2,906     
|Catre 2       | 28.030-M-2.003 | Dyakowski (1)     | MD         | 2,940     
|Mochas 1      | 28.044-03      | Bariloche (1)     | Cateo      | 9,450     
|Mochas 2      | 28.044-03      | Bariloche (1)     | Cateo      | 9,959     
|Mochas 3      | 28.046-03      | Bariloche (1)     | Cateo      | 9,877     
|Pilquin 1     | 28.031-M-2003  | Dyakowski         | MD         | 1,475     
|Pilquin 2     | 28.032-03      | Dyakowski (1)     | MD         | 3,000     
|Pilguin 3     | 28.033-03      | Dyakowski (1)     | MD         | 3,000     
|Pilquin 4     | 28.034-03      | Dyakowski (1)     | MD         | 1,950     
|Pilquin 5     | 28.035-03      | Dyakowski (1)     | MD         | 1,950     
|Pilguin 6     | 28.036-03      | Dyakowski (1)     | MD         | 2,999     
|Piluqin 7     | 28.037-03      | Dyakowski (1)     | MD         | 2,880     
|Pilquin 8     | 28.038-03      | Dyakowski (1)     | MD         | 2,959     
|Pilquin 9     | 28.039-03      | Dyakowski (1)     | MD         | 2,999     
|Pilquin 10    | 28.040-03      | Dyakowski (1)     | MD         | 2,730     
|Pilquin 11    | 28.041-03      | Dyakowski (1)     | MD         | 1,840     
|Pilquin 12    | 28.042-M-2003  | Dyakowski         | MD         | 2,920     
|Pilquin 13    | 28.043-M-2003  | Dyakowski         | MD         | 2,965     

(1)As bare trustee for SCRN Properties Ltd.

The
  Catre, Pilquin 2 and 3, and Pilquin 4 through 11 MDs and the Mochas Cateos were
  acquired by us pursuant to the terms of a Share Purchase Agreement dated February
  24, 2004 between us and Chris Dyakowski, our President, Chief Executive Officer,
  Chief Financial Officer, Secretary and director (the “SCRN Agreement”).
  This group of claims is referred to herein as the “SCRN Property”
  Pursuant to the SCRN Agreement we acquired from Mr. Dyakowski a 100% interest
  in SCRN Properties Ltd. (“SCRN”), a Delaware corporation the sole
  asset of which consisted of the SCRN Property.

The
  SCRN Agreement provides for an “area of interest” such that, in
  the event that Mr. Dyakowski records any property claims within five (5) kilometers
  of the boundaries of the SCRN Property, such claims will become subject to the
  SCRN Agreement.

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As
  consideration for the 100% interest in SCRN, we issued to Mr. Dyakowski a total
  of 833,333 shares of our common stock (the “SCRN Shares”), subject
  to the following escrow and return to treasury provisions:

- in the event that exploration activities on the Dyakowski
      Property, the Pinguino Property, and/or the SCRN Property (collectively,
      the “Properties”) are not commenced by April 30, 2004, all 833,333
      of the SCRN Shares are to be returned to our treasury and title to the SCRN
      Property shall be transferred to Mr. Dyakowski. Work commenced prior to
      April 30, 2004 and Mr. Dyakowski received his 833,333 shares of common stock;

- upon our incurring exploration expenditures of at least
      $100,000 on the Properties, 166,666 of the SCRN Shares are to be released
      from escrow and delivered to Mr. Dyakowski and, in the event that our geologist
      determines that the SCRN Property no longer has merit following such exploration
      expenditures, the remaining 666,667 Shares shall be returned to our treasury
      and title to the SCRN Property shall be transferred to Mr. Dyakowski. Exploration
      expenditures of at least $100,000 was made and the shares were issued
      to Mr. Dyakowski;

- upon our incurring cumulative exploration expenditures
      of at least $500,000 on the Properties, an additional 166,667 of the
      SCRN Shares are to be released from escrow and delivered to Mr. Dyakowski
      and, in the event that our geologist determines that the SCRN Property no
      longer has merit following such exploration expenditures, the remaining
      500,000 SCRN Shares shall be returned to our treasury and title to the SCRN
      Property shall be transferred to Mr. Dyakowski. Cumulative exploration expenditures
      of at least $500,000 was made and the shares were issued to Mr. Dyakowski;
      and

- upon our incurring exploration expenditures of at least
      $1,000,000 on the Properties, an additional 166,667 of the SCRN Shares
      are to be released from escrow and delivered to Mr. Dyakowski and, in the
      event that our geologist determines that further exploration activities
      are warranted for the SCRN Property or that the SCRN Property should be
      placed into commercial production, the remaining 333,333 SCRN Shares are
      to be released from escrow and delivered to Mr. Dyakowski, or in the event
      that our geologist determines that further activities are not warranted
      for the SCRN Property, the remaining 333,333 SCRN Shares shall be returned
      to our treasury and title to the SCRN Property shall be transferred to Mr.
      Dyakowski.

The
  Pilquin 1 and the Pilquin 12 and 13 MDs were acquired by us pursuant to the
  terms of a Mineral Property Acquisition Agreement dated February 20, 2004 between
  us and Storm Cat Energy Corp. We also acquired 2 additional MDs located in the
  Santa Cruz Province of the Republic of Argentina pursuant to this agreement
  which are discussed under the heading “Santa Cruz Properties”. We
  paid to Storm Cat Energy Corp. the sum of CAD$10,000 for all of these MDs.
  Storm Cat Energy Corp. is an affiliate of Chris Dyakowski, our President, Chief
  Executive Officer, Chief Financial Officer, Secretary and director.

The
  Cateos and MDs comprising our Rio Negro Properties are registered in the name
  of Mr. Dyakowski or Bariloche Mineria Ltd., a company registered to conduct
  business in the Republic of Argentina, and are being held on our behalf. Maintenance
  fees on these Cateos and MDs have been paid until May 31, 2004. Our management
  is currently taking steps to transfer registered title to these Cateos and MDs
  to us.

The
  acquisition of our Rio Negro Properties was based on an examination by Ken Hicks,
  our Vice-President (Exploration) of the geological potential of these properties
  because of their proximity to the known epithermal gold-silver mineralization
  in the Somuncura Massif and their position within the regional structural framework.
  Mr. Hicks recommended that we negotiate acquisition agreements for our Rio Negro
  Properties. Mr. Hicks has no interest in our Rio Negro Properties. Mr. Hicks
  is a member of the Association of Professional Engineers and Geoscientists of
  British Columbia, and a member of our board of directors, with extensive exploration
  experience in the Republic of Argentina.

There
  are no known reserves on our Rio Negro Property and any proposed program by
  us is exploratory in nature.

Our Rio Negro Property can be
  accessed from Viedma approximately 450 km to the east or Neuquen, 300 km to
  the north. Well-maintained provincial highways access the community of Los Menucos
  in the heart of our Rio Negro Properties.

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We
  have conducted a preliminary property examination of the Rio Negro properties,
  carrying out reconnaissance prospecting and sampling on a large part of the
  claim group. This was likely the first concerted ground-based exploration program
  on the properties and was largely truck-based prospecting because of the large
  distances involved. Significantly, a large area of hydrothermal alteration was
  discovered using this method and anomalous gold values were found in rock grab
  samples of vein material in place.

Follow-up
  prospecting and mapping expanded the area of anomalous gold values to another
  distinct zone and an extensive system of epithermal quartz veins were mapped
  out. A program of detailed soil sampling was carried out over an area covering
  the know mineralization and extending into other areas of overburden cover.
  A number of anomalous zones were discovered but have yet to be followed up.

History

The
  Cateos and MDs comprising our Rio Negro Property were staked by Mr. Dyakowski.
  No significant field work has been conducted on our Rio Negro Property.

Regional Geology

The
  Los Menucos District has significant concentrations of advanced argillic-altered
  Choiyoy-age ignimbrites and rhyolites. The most favourable rocks for mineralization
  in the Somuncura Massif region of Rio Negro appear to be the PermoTriassic Choiyoy
  Formation and equivalents, which are intruded by younger plutons that are Tertiary
  and likely Miocene in age. In addition to the epithermal targets, the Choiyoy
  volcanic rocks have the potential to host porphyry copper-gold mineralization.

Numerous
  kaolin deposits in the Los Menucos area which are being exploited for ceramic
  quality “china” clay, are believed to be related to a strong northeast
  trend seen on remote sensing images. Much of this alteration may be related
  to the intrusion of Permian rhyolite domes or other intrusive bodies below the
  altered areas.

Budget

We
  estimate that preliminary exploration programs on our Rio Negro Property will
  cost approximately $65,000 with the goal of determining whether subsequent
  exploration is warranted. This proposed preliminary exploration program would
  include reviewing available data to create a structural mineralization framework,
  visits to similar geologies in region for comparative and information purposes,
  detailed soil and rock sampling, and ground-based geophysics.

There
  are no known reserves on our Rio Negro Property and any proposed program by
  us is exploratory in nature. We have not conducted any significant exploration
  activities on our Rio Negro Property. We plan to review these mineral claims
  and, if warranted, undertake exploration activities. We are presently in the
  exploration stage and there is no assurance that a commercially viable mineral
  deposit, a reserve, exists in our Rio Negro Property until further exploration
  is done and a comprehensive evaluation concludes economic and legal feasibility.

Exploration Facilities

We
  have no plans to construct a mill or smelter on any of our mineral claims until
  an ore body of reasonable worth is found (which may be never).

While
  in the exploration phase, our crews will be living in the towns nearby our mineral
  properties to avoid building any permanent facilities.

Other Mineral Properties

We
  have not found any other mineral properties either for staking or purchasing
  but will seek other mineral properties during the next year so to diversify
  our holdings. Any staking and/or purchasing of mineral properties may involve
  the issuance of substantial blocks of our shares. We have no intentions of purchasing
  for cash or other considerations any mineral properties from our officers and/or
  directors.

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Competition

In
  Argentina there are numerous mining and exploration companies, both big and
  small. All of these mining companies are seeking properties of merit and availability
  of funds. We will have to compete against such companies to acquire the funds
  to develop our mineral claims. The availability of funds for exploration is
  sometimes limited and we may find it difficult to compete with larger and more
  well-known companies for capital. Even though we have the rights to the minerals
  on our claims there is no guarantee we will be able to raise sufficient funds
  in the future to maintain our mineral claims in good standing. Therefore, if
  we do not have sufficient funds for exploration our claims might lapse and be
  staked by other mining interests. We might be forced to seek a joint venture
  partner to assist in the exploration of our mineral claims. In this case, there
  is the possibility that we might not be able to pay our proportionate share
  of the exploration costs and might be diluted to an insignificant carried interest.

Even
  when a commercial viable ore body is discovered, there is no guarantee competition
  in refining the ore will not exist. Other companies may have long term contracts
  with refining companies thereby inhibiting our ability to process our ore and
  eventually market it. At this point in time we do not have any contractual agreements
  to refine any potential ore we might discover on our mineral claims.

The
  exploration business is highly competitive and highly fragmented, dominated
  by both large and small mining companies. Success will largely be dependent
  on our ability to attract talent from the mining field. There is no assurance
  that our mineral expansion plans will be realized.

Government Regulation and Environmental Concerns

We
  are committed to complying and, to our knowledge, are in compliance with all
  governmental and environmental regulations. Permits from a variety of regulatory
  authorities are required for many aspects of mine operation and reclamation.
  We cannot predict the extent to which future legislation and regulation could
  cause additional expense, capital expenditures, restrictions, and delays in
  the exploration of our properties.

Our
  activities are not only subject to extensive federal, state and local regulations
  controlling the mining of and exploration for mineral properties, but also the
  possible effects of such activities upon the environment. Future legislation
  and regulations could cause additional expense, capital expenditures, restrictions
  and delays in the exploration of our properties, the extent of which cannot
  be predicted. Permits may also be required from a variety of regulatory authorities
  for many aspects of mine operation and reclamation. In the context of environmental
  permitting, including the approval of reclamation plans, we must comply with
  known standards, existing laws and regulations that may entail greater or lesser
  costs and delays depending on the nature of the activity to be permitted and
  how stringently the regulations are implemented by the permitting authority.
  We are not presently aware of any specific material environmental constraint
  affecting our properties that would preclude the economic development or operation
  of any specific property.

It
  is reasonable to expect that compliance with environmental regulations will
  increase our costs. Such compliance may include feasibility studies on the surface
  impact of our proposed exploration operations; costs associated with minimizing
  surface impact; water treatment and protection; reclamation activities, including
  rehabilitation of various sites; on-going efforts at alleviating the mining
  impact on wildlife; and permits or bonds as may be required to ensure our compliance
  with applicable regulations. It is possible that the costs and delays associated
  with such compliance could become so prohibitive that we may decide not to proceed
  with exploration on any of our mineral properties.

We
  are prepared to engage professionals, if necessary, to ensure regulatory compliance
  but in the near term expect our activities to require minimal regulatory oversight.
  If we expand the scope of our activities in the future it is reasonable to expect
  expenditures on compliance to rise.

Subsidiaries

We
  have two wholly-owned subsidiaries: SCRN Properties Ltd., a Delaware corporation
  through which we plan to hold our Argentinean property interests and Delbrook
  Mining Corporation, an inactive British Columbia corporation through which we
  held our Canadian property interests.

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Patents and Trademarks

We
  do not own, either legally or beneficially, any patent or trademark.

Employees

As
  at January 31, 2005, we did not have any employees either part time or full
  time. Chris Dyakowski, our President, Chief Executive Officer, Chief Financial
  Officer, Secretary and director devotes approximately 80% of his time to our
  operations and Ken Hicks, our Vice President (Exploration) and director devotes
  substantially all of his time to our operations. Both of these gentlemen provide
  their services to us under consulting and management agreements described under
  the heading “Executive Compensation”, below.

We
  are not party to any employment contracts or collective bargaining agreements.
  Our management is of the view that South America has relatively large pools
  of people experienced in exploration of mineral properties, being mainly geologists
  and mining consultants. In addition, there is no lack of people who have experience
  in working on mineral properties either as laborers or prospectors. As a result,
  we intend to use independent workers and consultants on a part-time basis.

ITEM 2.                DESCRIPTION
  OF PROPERTY

We
  have interests in the Pinguino Santa Cruz and Rio Negro Properties, each as
  described above. Our corporate and operational offices are located at Suite
  2000, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2
  where we lease office space under a month-to-month lease at a rental rate of
  $650 a month. We believe that our current office space and facilities are
  sufficient to meet our present needs and do not anticipate any difficulty securing
  alternative or additional space, as needed, on terms acceptable to us.

ITEM 3.                LEGAL
  PROCEEDINGS

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

ITEM 4.                SUBMISSION
  OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5.  MARKET
  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our
  common stock is quoted on the OTC Bulletin Board under the symbol "AGXM".

For
  the periods indicated, the following table sets forth the high and low bid prices
  per share of common stock. These prices represent inter-dealer quotations without
  retail markup, markdown, or commission and may not necessarily represent actual
  transactions.

|                  | High($) | Low ($)
|----------------- | ------- | -------
|                  |         |        
|Fiscal 2004       |         |        
|First Quarter     | 0.02    | 0.01   
|Second Quarter    | 0.03    | 0.02   
|Third Quarter     | 0.05    | 0.05   
|Fourth Quarter    | 0.05    | 0.05   
|                  |         |        
|Fiscal 2005       |         |        
|First Quarter (1) | 5.40    | 0.05   
|Second Quarter    | 2.04    | 1.16   
|Third Quarter     | 1.36    | 0.56   
|Fourth Quarter    | 0.75    | 0.46   
|                  |         |        
|Fiscal 2006       |         |        
|First Quarter (1) | 0.74    | 0.40   

|(1) | Reflects a 3:1 reverse stock split
|--- | ----------------------------------
|(2) | As of April 25, 2005.             

DESCRIPTION OF SECURITIES

Common Stock

We
  are authorized to issue up to 100,000,000 shares of common stock, par value
  $.001. As of April 25, 2005, there were 22,482,221 shares of common stock
  issued and outstanding. Holders of the common stock are entitled to one vote
  per share on all matters to be voted upon by the stockholders. Holders of common
  stock are entitled to receive ratably such dividends, if any, as may be declared
  by the Board of Directors out of funds legally available thereof. Upon the liquidation,
  dissolution, or winding up of our company, the holders of common stock are entitled
  to share ratably in all of our assets which are legally available for distribution
  after payment of all debts and other liabilities and liquidation preference
  of any outstanding common stock. Holders of common stock have no preemptive,
  subscription, redemption, or conversion rights. The outstanding shares of common
  stock are validly issued, fully paid and nonassessable.

Preferred Stock

We
  are authorized to issue up to 100,000,000 shares of Preferred Stock, par value
  $.001. As of April 25, 2005, there were 0 shares of preferred stock issued
  and outstanding.

Series A Convertible Preferred Stock

In
  March and April, 2004 we closed on a financing through the issuance of 2,000
  shares of non-voting Series A Convertible Preferred Stock at a price of $1,000
  per share to a total of six investors in reliance upon the exemption provided
  by Regulation S for gross proceeds to us of $2,000,000. In April 2005, all
  shares of Series A Convertible Preferred Stock were converted into a total of
  2,222,223 shares of common stock at a conversion price of $0.90 per share.

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Options

There
  are currently no options outstanding.

Warrants

None.

Convertible Securities

We
  issued a 10% convertible promissory note dated December 22, 2004 (the “Note”)
  in the amount of $500,000 to Chaudion Holdings Ltd. (the “Investor”).
  The Note became an effective instrument on January 7, 2005 when we received
  the funds pursuant to the Note.

The
  Note bears interest at 10%, is payable on demand and is convertible into our
  common stock, at the Investor’s option, at $0.90 per share (the “Conversion
  Price”). In the event that we issue securities for a per share price or
  exercise price less than the Conversion Price, and the Note remains outstanding,
  then the Conversion Price shall be adjusted to equal the lower price. Further,
  if we cease to devote the majority of our resources to the exploration and development
  of our Argentinean mineral properties or fail to make the required payments
  with respect to our Pinguino property, then the conversion price shall become
  the lower of the Conversion Price or 75% of the average trailing five day bid
  price. We may prepay the Note at anytime. The full principal amount of the Note
  is due upon default under the terms of the Note.

Dividends

There
  are no restrictions in our articles of incorporation or bylaws that prevent
  us from declaring dividends. The Nevada Revised Statutes, however, do prohibit
  us from declaring dividends where, after giving effect to the distribution of
  the dividend:

1.
  We would not be able to pay our debts as they become due in the usual course
  of business; or

2.
  Our total assets would be less than the sum of our total liabilities plus the
  amount that would be needed to satisfy the rights of shareholders who have preferential
  rights superior to those receiving the distribution.

We
  have never declared or paid any cash dividends on our common stock, except for
  a two-for-one dividend payable in shares of our common stock as of March 17,
  2004. We currently intend to retain future earnings, if any, to finance the
  expansion of our business. As a result, we do not anticipate paying any cash
  dividends in the foreseeable future.

Penny Stock Regulation.

Shares
  of our common stock are subject to rules adopted by the Securities and Exchange
  Commission that regulate broker-dealer practices in connection with transactions
  in “penny stocks.” Penny stocks are generally equity securities
  with a price of less than $5.00 (other than securities registered on certain
  national securities exchanges or quoted on the NASDAQ system, provided that
  current price and volume information with respect to transactions in those securities
  is provided by the exchange or system). The penny stock rules require a broker-dealer,
  prior to a transaction in a penny stock not otherwise exempt from those rules,
  deliver a standardized risk disclosure prepared by the Securities and Exchange
  Commission, which contains the following:

A description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary trading;
    A description of the broker’s or dealer’s duties to the customer
      and of the rights and remedies available to the customer with respect to
      violation to such duties or other requirements of securities’ laws;
    A brief, clear, narrative description of a dealer market, including “bid”
      and “ask” prices for penny stocks and the significance of the
      spread between the “bid” and “ask” price;
    A toll-free telephone number for inquiries on disciplinary actions;
    Definitions of significant terms in the disclosure document or in the
      conduct of trading in penny stocks; and


17

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- Such other information and in such form (including language,
      type, size and format), as the Securities and Exchange Commission shall
      require by rule or regulation.

Prior
  to effecting any transaction in a penny stock, the broker-dealer also must provide
  the customer the following:

The bid and offer quotations for the penny stock;
    The compensation of the broker-dealer and its salesperson in the transaction;
    The number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and
    Monthly account statements showing the market value of each penny stock
      held in the customer’s account.


In
  addition, the penny stock rules require that prior to a transaction in a penny
  stock not otherwise exempt from those 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 acknowledgment of the receipt
  of a risk disclosure statement, a written agreement to transactions involving
  penny stocks, and a signed and dated copy of a written suitably statement.

These
  disclosure requirements may have the effect of reducing the trading activity
  in the secondary market for a stock that becomes subject to the penny stock
  rules. Holders of shares of our common stock may have difficulty selling those
  shares because our common stock will probably be subject to the penny stock
  rules for an indeterminate period of time.

Recent Sales of Unregistered Securities

To
  obtain funding for its ongoing operations, Argentex Mining Corporation (the
  "Company") issued a 10% convertible promissory note dated December 22, 2004
  (the "Note") in the amount of $500,000 to Chaudion Holdings Ltd. (the "Investor").
  The Note became an effective instrument on January 7, 2005 when the Company
  received the funds pursuant to the Note.

The
  Note bears interest at 10%, is payable on demand and is convertible into our
  common stock, at the Investor's option, at $0.90 per share (the "Conversion
  Price"). In the event that the Company is to issue securities for a per share
  price or exercise price less than the Conversion Price, and the Note remains
  outstanding, then the Conversion Price shall be adjusted to equal the lower
  price. Further, 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. The Company may prepay the Note at
  anytime. The full principal amount of the Note is due upon default under the
  terms of Notes.

* All of the above offerings and sales were deemed to be exempt
  under Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933,
  as amended. No advertising or general solicitation was employed in offering
  the securities. The offerings and sales were made to a limited number of persons,
  all of whom were accredited investors, business associates of Argentex or executive
  officers of Argentex, and transfer was restricted by Argentex Mining Corporation
  in accordance with the requirements of the Securities Act of 1933. In addition
  to representations by the above-referenced persons, we have made independent
  determinations that all of the above-referenced persons were accredited or sophisticated
  investors, and that they were capable of analyzing the merits and risks of their
  investment, and that they understood the speculative nature of their investment.
  Furthermore, all of the above-referenced persons were provided with access to
  our Securities and Exchange Commission filings.

18

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ITEM 6.                MANAGEMENT'S
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONS.

The
  following discussion and analysis explains the major factors affecting our financial
  condition. The following discussion of our financial condition and plan of operations
  should be read along with the financial statements and notes to the financial
  statements included elsewhere in this annual report.

We
  are a start-up, exploration stage company and have not yet generated or realized
  any revenues from our business operations. We must raise cash in order to implement
  our plan and stay in business.

Our
  continued existence and plans for future growth depend on our ability to obtain
  the capital necessary to operate, through the generation of revenue and the
  issuance of additional debt or equity. While we believe that we have sufficient
  resources to continue in business until May 2005, we may not be able to continue
  in business beyond that date unless we obtain additional capital to pay our
  bills. Our management has not made a commitment of financial support to meet
  future obligations and we have not generated any revenues and no revenues are
  anticipated unless and until mineralized material is discovered on the properties
  that we have an interest in. Accordingly we must raise cash from other than
  the sale of mineralized materials. We are currently negotiating with potential
  investors to raise additional funds for our operations, however, no assurance
  can be given that we will be able to obtain funding on terms favorable to us,
  if at all. We will be conducting research in connection with the exploration
  of our properties. We are not planning to buy or sell any plant or significant
  equipment.

Plan of Operations

Our
  business plan is to proceed with the exploration of our Argentinean mineral
  properties to determine whether there are commercially exploitable reserves
  of gold, silver or other metals.

Our
  plan is to complete a $375,000 drilling exploration program on our Pinguino
  Property with the goal of identifying drill targets for a subsequent drilling
  program. The drilling exploration program is proposed to include reviewing available
  data to create a structural mineralization framework, visits to similar geologies
  in region for comparative and information purposes, detailed soil and rock sampling,
  resampling existing trenches, the extension of existing trenches, the creation
  of new trenches, and ground-based geophysics.

We
  have also planned preliminary exploration programs, budgeted at approximately
  $10,000 per property, on each of our Santa Cruz and Rio Negro Properties.
  These preliminary exploration programs have the goal of determining whether
  subsequent exploration is warranted and would include reviewing available data
  to create a structural mineralization framework, visits to similar geologies
  in region for comparative and information purposes, detailed soil and rock sampling,
  and ground-based geophysics.

As
  at the date of this report we have sufficient funds to complete the above exploration
  programs. However, we will require additional financing for future work programs.
  We have made no arrangements for any such financing and there is no guarantee
  that such financing will be available.

There
  are no known reserves on any of our mineral properties and any proposed program
  by us is exploratory in nature. We have not conducted any significant exploration
  activities on our mineral properties. We are presently in the exploration stage
  and there is no assurance that a commercially viable mineral deposit, a reserve,
  exists in any of our properties until further exploration is done and a comprehensive
  evaluation concludes economic and legal feasibility.

Once
  we receive results from these exploration programs, we will assess whether to
  proceed to any further exploration phases. In making this determination, we
  will make an assessment as to whether the results are sufficiently positive
  to enable us to obtain the financing necessary to proceed.

Results of Operations – Fiscal Year ended January
  31, 2005

We
  did not earn any revenues during the fiscal year ended January 31, 2005. We
  do not anticipate earning revenues until such time as we have entered into commercial
  production of our mineral properties. We are presently in the exploration stage
  of our business and we can provide no assurance that we will discover commercially
  exploitable levels of mineral resources on our properties, or if such resources
  are discovered, that we will enter into

19

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commercial production of our mineral properties.

We
  incurred operating expenses in the amount of $2,394,668 for the period from
  inception on December 21, 2001 to January 31, 2005. These operating expenses
  included: (a) payments of $675,607 in connection with exploration of various
  properties; (b) consulting fees of $161,448, (c) investor relations and
  communication fees of $1,169,340, (d) interest and bank changes of $3,020,
  (e) office related fees in the amount of $47,564; (f) rent in the amount
  of $7,954; (g) professional fees in the amount of $155,817 in connection
  with our corporate organization and registration process with the Securities
  and Exchange Commission; (h) transfer agent fees in the amount of $48,736;
  (i) travel in the amount of $39,963 and $85,219 for write-down of mineral
  claims.

We
  incurred a loss in the amount of $2,394,668 for the period from inception
  on December 21, 2001 to January 31, 2005. For the fiscal year ended January
  31, 2005 only, we incurred a loss of $2,293,257. Our loss for this fiscal
  year was attributable to operating expenses, professional fees, consulting fees
  and administrative expenses.

Liquidity and Capital Resources

There
  is limited historical financial information about our company upon which to
  base an evaluation of our performance. We are an exploration stage company and
  have not generated any revenues from operations.

Our
  continued existence and plans for future growth depend on our ability to obtain
  the capital necessary to operate, through the generation of revenue and the
  issuance of additional debt or equity. We will need to raise additional capital
  to fund normal operating costs and exploration efforts. If we are not able to
  generate sufficient revenues and cash flows or obtain additional or alternative
  funding, we will be unable to continue as a going concern. Our recurring losses
  and negative cash flow from operations raise substantial doubt about our ability
  to continue as a going concern.

At
  January 31, 2005 we had cash of $304,569 and a working capital deficit of
  $230,441.

We
  believe that we currently have sufficient working capital to pay our administrative
  and general operating expenses through May 2005. We will need to obtain additional
  funds (presumably through equity offerings and/or debt borrowing) in order,
  if warranted, to fund our general and administrative expenses beyond May 2005,
  to make the future royalty payments required on our Pinguino Property and to
  conduct additional exploration programs on our Santa Cruz and Rio Negro Properties.
  Failure to obtain such additional financing will result in the loss by us of
  our interests in our mineral properties. We have no agreements or understandings
  with any person for additional financing.

None
  of our properties has commenced commercial production and we have no history
  of earnings or cash flow from our operations. While we may attempt to generate
  additional working capital through the operation, development, sale or possible
  joint venture development of our properties, there is no assurance that any
  such activity will generate funds that will be available for operations.

We
  have not declared or paid dividends on our shares since incorporation and do
  not anticipate doing so in the foreseeable future.

New Accounting Pronouncements

In
  June 2001, the FASB issued SFAS No. 141 "Business Combinations" which supersedes
  APB Opinion No. 16 "Business Combinations" and FASB Statement No. 38 "Accounting
  for Preacquisition Contingencies of Purchased Enterprises." The provisions of
  this statement require that all business combinations be accounted for using
  "purchase accounting" and it disallows the use of "pooling of interests" as
  previously allowed under APB Opinion No. 16 and FASB Statement No. 38. This
  statement is effective for all business combinations subsequent to June 30,
  2001. The adoption of this statement did not have a material effect on our financial
  statements.

Also
  in June 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets,"
  which supersedes APB Opinion No. 17 "Intangible Assets." The provisions of this
  statement changes the unit of account for goodwill and takes a very different
  approach to how goodwill and other intangible assets are accounted for subsequent
  to their initial recognition. Because goodwill and some intangible assets will
  no longer be amortized, the

20

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reported amounts of goodwill and intangible assets, as well
  as total assets, will not decrease at the same time and in the same manner as
  under previous standards. This statement is effective for all fiscal years beginning
  subsequent to December 15, 2001. The adoption of this statement did not have
  a material effect on our financial statements.

In
  August 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations,"
  which amends SFAS No. 19, and establishes a uniform methodology for accounting
  for estimated reclamation and abandonment costs. This statement requires that
  the fair value of a liability for an asset retirement obligation be recognized
  in the period in which it is incurred if a reasonable estimate of fair value
  can be made. The statement is required to be adopted by January 1, 2003, at
  which time we will record the estimated present value of reclamation liabilities
  and increase the carrying value of related assets. Subsequently, reclamation
  costs will be allocated to expense over the life of the related assets and will
  be adjusted for changes resulting from the passage of time and changes to either
  the timing or amount of the original present value estimate underlying the obligation.
  Currently we are in the process of quantifying the effect the adoption of this
  statement will have on our consolidated financial statements.

The
  FASB also issued SFAS No. 144 "Accounting for the Impairment or Disposal of
  Long-Lived Assets." This Statement addresses financial accounting and reporting
  for the impairment or disposal of long-lived assets. It supersedes SFAS No.
  121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
  Assets to Be Disposed Of," and the accounting and reporting provisions of APB
  Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects
  of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
  Occurring Events and Transactions," for the disposal of a segment of a business.
  It also amends APB No. 51, "Consolidated Financial Statements," to eliminate
  the exception to consolidation for a subsidiary for which control is likely
  to be temporary. The provisions of this Statement are effective for financial
  statements issued for fiscal years beginning after December 15, 2001, and interim
  periods within those fiscal years, with early application encouraged. The provisions
  of this Statement generally are to be applied prospectively. The adoption of
  this statement did not have a material effect on our financial statements.

Forward Looking Statements

Many
  statements made in this report are forward-looking statements that are not based
  on historical facts. Because these forward-looking statements involve risks
  and uncertainties, there are a number of factors that could cause actual results
  to differ materially from those expressed or implied by these forward-looking
  statements. The forward-looking statements made in this report relate only to
  events as of the date on which the statements are made.

Risk Factors

Much
  of the information included in this annual 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.

Such
  estimates, projections or other "forward-looking statements" involve various
  risks and uncertainties as outlined below. We caution the reader that important
  factors in some cases have affected and, in the future, could materially affect
  actual results and cause actual results to differ materially from the results
  expressed in any such estimates, projections or other "forward-looking statements".

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

We Have A History Of Losses Which May Continue, Which May
  Negatively Impact Our Ability To Achieve Our Business Objectives.

We
  incurred net losses of $2,293,257 for the year ended January 31, 2005 and
  $31,390 for the year ended January 31, 2004. We cannot assure you that we
  can achieve or sustain profitability on a quarterly or annual basis in the future.
  Our operations are subject to the risks and competition inherent in the establishment
  of a business enterprise. There can be no assurance that future operations will
  be profitable. Revenues and profits, if any, will

21

---

depend upon various factors, including whether we will be
  able to develop revenue. We may not achieve our business objectives and the
  failure to achieve such goals would have an adverse impact on us.

If We Are Unable To Obtain Additional Funding Our Business
  Operations Will Be Harmed And If We Do Obtain Additional Financing Our Then
  Existing Shareholders May Suffer Substantial Dilution.

We
  will require additional funds to sustain and expand our exploration and extensive
  testing activities. We anticipate that we will require up to approximately $500,000
  to fund our continued operations for the next twelve months, depending on revenue
  from operations. Additional capital will be required to effectively support
  the operations and to otherwise implement our overall business strategy. There
  can be no assurance that financing will be available in amounts or on terms
  acceptable to us, if at all. The inability to obtain additional capital will
  restrict our ability to grow and may reduce our ability to continue to conduct
  business operations. If we are unable to obtain additional financing, we will
  likely be required to curtail our exploration and testing plans and possibly
  cease our operations. Any additional equity financing may involve substantial
  dilution to our then existing shareholders.

Our Independent Registered Public Accounting Firm Has Expressed
  Substantial Doubt About Our Ability To Continue As A Going Concern, Which May
  Hinder Our Ability To Obtain Future Financing.

In
  their report dated May 6, 2005, our independent registered public accounting
  firm stated that our financial statements for the year ended January 31, 2005
  were prepared assuming that we would continue as a going concern. Our ability
  to continue as a going concern is an issue raised as a result of losses for
  the years ended January 31, 2005 and 2004 in the amounts of $2,293,257 and
  31,390, respectively. We continue to experience net operating losses. Our ability
  to continue as a going concern is subject to our ability to generate a profit
  and/or obtain necessary funding from outside sources, including obtaining additional
  funding from the sale of our securities, increasing sales or obtaining loans
  and grants from various financial institutions where possible. Our continued
  net operating losses increases the difficulty in meeting such goals and there
  can be no assurances that such methods will prove successful.

Because We Have Not Commenced Business Operations, We Face
  A High Risk Of Business Failure Due To Our Inability To Predict The Success
  Of Our Business.

We
  are still in the initial stages of exploration of our mineral claims, and thus
  have no way to evaluate the likelihood that we will be able to operate the business
  successfully. We were incorporated on December 21, 2001 and to date have been
  involved primarily in organizational activities, the acquisition of the mineral
  claims and obtaining a preliminary summary report on our mineral claims. We
  have not earned any revenues as of the date of this report.

If We Are Unable To Retain The Services Of Messrs. Dyakowski
  or Hicks, Or If We Are Unable To Successfully Recruit Qualified Personnel Having
  Experience In Mineral Exploration, We May Not Be Able To Continue Our Operations.

Our
  success depends to a significant extent upon the continued service of Mr. Christopher
  Dyakowski, our President and Chief Executive Officer and Mr. Kenneth Hicks,
  our Vice President – Exploration.. Loss of the services of Messrs. Dyakowski
  or Hicks could have a material adverse effect on our growth, revenues, and prospective
  business. We do not maintain key-man insurance on the life of Messrs. Dyakowski
  or Hicks. We currently have consulting agreements with Messrs. Dyakowski or
  Hicks, however, they expire in September 2005 and March 2006, respectively.
  In addition, in order to successfully implement and manage our business plan,
  we will be dependent upon, among other things, successfully recruiting qualified
  personnel having experience in mineral exploration. Competition for qualified
  individuals is intense. There can be no assurance that we will be able to find,
  attract and retain existing employees or that we will be able to find, attract
  and retain qualified personnel on acceptable terms.

Many Of Our Competitors Are Larger And Have Greater Financial
  And Other Resources Than We Do And Those Advantages Could Make It Difficult
  For Us To Compete With Them.

The
  mineral exploration and mining industry is extremely competitive and includes
  several companies that have achieved substantially greater market shares than
  we have, and have longer operating histories, have larger

22

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customer bases, and have substantially greater financial,
  development and marketing resources than we do. If overall demand for our products
  should decrease it could have a materially adverse affect on our operating results.

Because Of The Unique Difficulties And Uncertainties Inherent
  In Mineral Exploration Business, We Face A High Risk Of Business Failure.

Potential
  investors should be aware of the difficulties normally encountered by new mineral
  exploration companies and the high rate of failure of such enterprises. The
  likelihood of success must be considered in light of the problems, expenses,
  difficulties, complications and delays encountered in connection with the exploration
  of the mineral properties that we plan to undertake. These potential problems
  include, but are not limited to, unanticipated problems relating to exploration,
  and additional costs and expenses that may exceed current estimates.

Because Of The Speculative Nature Of Exploration Of Mineral
  Claims, There Is Substantial Risk That No Commercially Exploitable Minerals
  Will Be Found And This Business Will Fail.

The
  search for valuable minerals as a business is extremely risky. Our mineral claims
  may not contain commercially exploitable deposits of gold and silver. Exploration
  for minerals is a speculative venture necessarily involving substantial risk.
  The expenditures to be made by us in the exploration of the mineral claims may
  not result in the discovery of commercial quantities of ore. Problems such as
  unusual or unexpected formations and other conditions are involved in mineral
  exploration and often result in unsuccessful exploration efforts. In such a
  case, we would be unable to complete our business plan.

Because Of The Inherent Dangers Involved In Mineral Exploration,
  There Is A Risk That We May Incur Liability Or Damages As We Conduct Our Business.

The
  search for valuable minerals involves numerous hazards. As a result, we may
  become subject to liability for such hazards, including pollution, cave-ins
  and other hazards against which we cannot insure or against which we may elect
  not to insure. The payment of such liabilities may have a material adverse effect
  on our financial position.

As We Undertake Exploration Of Our Mineral Claims, We Will
  Be Subject To Compliance With Government Regulation That May Increase The Anticipated
  Cost Of Our Exploration Program.

There
  are several governmental regulations that materially restrict mineral exploration
  or exploitation. We will be subject to local mining laws in Argentina as we
  carry out our exploration program. We may be required to obtain work permits,
  post bonds and perform remediation work for any physical disturbance to the
  land in order to comply with these regulations. While our planned exploration
  program budgets for regulatory compliance, there is a risk that new regulations
  could increase our costs of doing business and prevent us from carrying out
  our exploration program.

If We Fail To Remain Current On Our Reporting Requirements,
  We Could Be Removed From The OTC Bulletin Board Which Would Limit The Ability
  Of Broker-Dealers To Sell Our Securities And The Ability Of Stockholders To
  Sell Their Securities In The Secondary Market.

Companies
  trading on the OTC Bulletin Board, such as us, must be reporting issuers under
  Section 12 of the Securities Exchange Act of 1934, as amended, and must be current
  in their reports under Section 13, in order to maintain price quotation privileges
  on the OTC Bulletin Board. If we fail to remain current on our reporting requirements,
  we could be removed from the OTC Bulletin Board. As a result, the market liquidity
  for our securities could be severely adversely affected by limiting the ability
  of broker-dealers to sell our securities and the ability of stockholders to
  sell their securities in the secondary market.

Our Common Stock Is Subject To The "Penny Stock" Rules
  Of The SEC And The Trading Market In Our Securities Is Limited, Which Makes
  Transactions In Our Stock Cumbersome And May Reduce The Value Of An Investment
  In Our Stock.

The
  Securities and Exchange Commission has adopted Rule 15g-9 which establishes
  the definition of a "penny stock," for the purposes relevant to us, as any equity
  security that has a market price of less than $5.00 per share or with an
  exercise price of less than $5.00 per share, subject to certain exceptions.
  For any transaction

23

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involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person's account for transactions in
      penny stocks; and
    the broker or dealer receive from the investor a written agreement to
      the transaction, setting forth the identity and quantity of the penny stock
      to be purchased.


In order to approve a person's account for transactions in
  penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of
      the person; and
    make a reasonable determination that the transactions in penny stocks
      are suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction
  in a penny stock, a disclosure schedule prescribed by the Commission relating
  to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability
      determination; and
    that the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.


Generally, brokers may be less willing to execute transactions
  in securities subject to the "penny stock" rules. This may make it more difficult
  for investors to dispose of our common stock and cause a decline in the market
  value of our stock.

Disclosure
  also has to be made about the risks of investing in penny stocks in both public
  offerings and in secondary trading and about the commissions payable to both
  the broker-dealer and the registered representative, current quotations for
  the securities and the rights and remedies available to an investor in cases
  of fraud in penny stock transactions. Finally, monthly statements have to be
  sent disclosing recent price information for the penny stock held in the account
  and information on the limited market in penny stocks.

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.

24

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ITEM 7.                FINANCIAL
  STATEMENTS

ARGENTEX MINING CORPORATIONIndex to Financial Statements

|                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Report of Independent Registered Public Accountants                                                                                                                    
|                                                                                                                                                                       
|Balance Sheets as of January 31, 2005 and 2004                                                                                                                         
|                                                                                                                                                                       
|Statements of Loss and Deficit for the two years
      ended January 31, 2005 and for the period from inception on December 21,
      2001 to January 31, 2005         
|                                                                                                                                                                       
|Statements of Cash Flows for the two years ended
      January 31, 2005 and for the period from inception on December 21, 2001
      to January 31, 2005               
|                                                                                                                                                                       
|Statements of Stockholders' Equity for the two years
      ended January 31, 2005 and for the period from inception on December 21,
      2001 to January 31, 2005; and
|                                                                                                                                                                       
|Notes to Financial Statements                                                                                                                                          

25

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of 
  Argentex Mining Corporation 
  (Formerly Delbrook Corporation) 
  (A development stage company)

We have audited the accompanying consolidated balance sheets
  of Argentex Mining Corporation. (formerly Delbrook Corporation) (a development
  stage company) as of January 31, 2005 and 2004 and the related consolidated
  statements of operations, stockholders’ equity, and cash flows for each
  of the two years in the period ended January 31, 2005 and 2004 and for the cumulative
  period from inception, December 21, 2001 to January 31, 2005. These financial
  statements are the responsibility of the Company's management. Our responsibility
  is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of
  the Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of the Company
  as of January 31, 2005 and the results of its operations and its cash flows
  for each of the three years in the period ended January 31, 2005 in conformity
  with United States generally accepted accounting principles.

The Company is not required to have, nor were we engaged to
  perform, an audit of its internal control over financial reporting. Our audits
  included consideration of internal control over financial reporting as a basis
  for designing audit procedures that are appropriate in the circumstances, but
  not for the purpose of expressing an opinion on the effectiveness of the Company’s
  internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company incurred a net loss of $2,394,668 since
  inception, has not attained profitable operations and is dependent upon obtaining
  adequate financing to fulfill its exploration activities. These factors raise
  substantial doubt that the Company will be able to continue as a going concern.
  Management’s plans in regard to these matters are also discussed in Note
  1. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.

|Vancouver, Canada | “Morgan & Company”   
|----------------- | ---------------------
|                  |                      
|May 6, 2005       | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|Fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-1

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

|                                                                      |   | JANUARY 31 |   |   | JANUARY 31 |  
|--------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                      |   | 2005       |   |   | 2004       |  
|                                                                      |   |            |   |   |            |  
|ASSETS                                                                |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |  
|Current                                                               |   |            |   |   |            |  
|Cash                                                                  | $ | 304,569    |   | $ | 5,843      |  
|Prepaid expenses                                                      |   | 35,891     |   |   | -          |  
|                                                                      |   |            |   |   |            |  
|                                                                      | $ | 340,460    |   | $ | 5,843      |  
|                                                                      |   |            |   |   |            |  
|LIABILITIES                                                           |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |  
|Current                                                               |   |            |   |   |            |  
|Accounts payable                                                      | $ | 63,072     |   | $ | 6,854      |  
|Accrued liabilities                                                   |   | 7,829      |   |   | 3,000      |  
|Convertible promissory
      note (Note 5)                            |   | 500,000    |   |   | -          |  
|                                                                      |   |            |   |   |            |  
|                                                                      |   | 570,901    |   |   | 9,854      |  
|                                                                      |   |            |   |   |            |  
|SHAREHOLDERS’ DEFICIENCY                                              |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |  
|Preferred Stock,
      100,000,000 shares authorized with a par value |   | -          |   |   | -          |  
|of
      $0.001, (Issued: 2005 – Nil; 2004 – Nil)                     |   |            |   |   |            |  
|Preferred Stock,
      Series A convertible, 2,000 shares authorized  |   | 2          |   |   | -          |  
|with
      a par value of $0.001 (Issued: 2005 – 2,000; 2004 – Nil)   |   |            |   |   |            |  
|Common Stock, 100,000,000
      shares authorized with a par value of |   | 20,260     |   |   | 9,620      |  
|$0.001
      (Issued: 2005 - 20,259,998; 2004 - 9,620,000             |   |            |   |   |            |  
|Additional Paid
      in Capital                                      |   | 2,143,965  |   |   | 87,780     |  
|                                                                      |   |            |   |   |            |  
|                                                                      |   | 2,164,227  |   |   | 97,400     |  
|                                                                      |   |            |   |   |            |  
|Deficit Accumulated
      During the Exploration Stage                |   | (2,394,668 | ) |   | (101,411   | )
|                                                                      |   |            |   |   |            |  
|                                                                      |   | (230,441   | ) |   | (4,011     | )
|                                                                      |   |            |   |   |            |  
|                                                                      | $ | 340,460    |   | $ | 5,843      |  

F-2

---

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

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in U.S. Dollars)

|                                            |   |             |   |   |            |   |   | INCEPTION   |  
|------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                            |   |             |   |   |            |   |   | DECEMBER 21 |  
|                                            |   | YEARS ENDED |   |   | 2001 To    |  
|                                            |   | JANUARY 31  |   |   | JANUARY 31 |  
|                                            |   | 2005        |   |   | 2004       |   |   | 2005        |  
|                                            |   |             |   |   |            |   |   |             |  
|Expenses                                    |   |             |   |   |            |   |   |             |  
|Exploration expenditures                    | $ | 660,150     |   | $ | -          |   | $ | 675,607     |  
|Write down of mineral
      claims          |   | 85,219      |   |   | -          |   |   | 85,219      |  
|Consulting fees                             |   | 154,648     |   |   | 4,800      |   |   | 161,448     |  
|Investor relations
      and communication  |   | 1,169,340   |   |   | -          |   |   | 1,169,340   |  
|Interest and bank
      charges             |   | 2,894       |   |   | 126        |   |   | 3,020       |  
|Office and sundry                           |   | 44,666      |   |   | 1,321      |   |   | 47,564      |  
|Rent                                        |   | 6,569       |   |   | 600        |   |   | 7,954       |  
|Professional fees                           |   | 83,512      |   |   | 15,205     |   |   | 155,817     |  
|Transfer agent
      fees                   |   | 46,296      |   |   | 1,005      |   |   | 48,736      |  
|Travel                                      |   | 39,963      |   |   | -          |   |   | 39,963      |  
|                                            |   |             |   |   |            |   |   |             |  
|Net Loss
      For The Year                 | $ | (2,293,257  | ) | $ | (31,390    | ) | $ | (2,394,668  | )
|                                            |   |             |   |   |            |   |   |             |  
|Net Loss
      Per Share, basic and diluted | $ | (0.13       | ) | $ | (0.01      | ) |   |             |  
|                                            |   |             |   |   |            |   |   |             |  
|Weighted Average Number of Shares           |   |             |   |   |            |   |   |             |  
|Outstanding                                 |   | 17,347,903  |   |   | 9,620,000  |   |   |             |  

F-3

---

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

|                                                         |   |             |   |   |             |   |   | INCEPTION    |  
|-------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                                         |   |             |   |   |             |   |   | DECEMBER 21, |  
|                                                         |   |             |   |   |             |   |   | 2001 TO      |  
|                                                         |   | YEARS ENDED |   |   | JANUARY 31, |  
|                                                         |   | JANUARY 31, |   |   |             |  
|                                                         |   | 2005        |   |   | 2004        |   |   | 2005         |  
|                                                         |   | $           |   |   | $           |   |   | $            |  
|                                                         |   |             |   |   |             |   |   |              |  
|                                                         |   |             |   |   |             |   |   |              |  
|Cash Flows From Operating Activities                     |   |             |   |   |             |   |   |              |  
|Net loss
      for the year                              | $ | (2,293,257  | ) | $ | (31,390     | ) | $ | (2,394,668   | )
|Items not
      involving cash:                          |   |             |   |   |             |   |   |              |  
|Write down
      of mineral claims                       |   | 85,219      |   |   | -           |   |   | 85,219       |  
|Shares issued
      in payment of bonus                  |   | 2,660       |   |   | -           |   |   | 2,660        |  
|                                                         |   |             |   |   |             |   |   |              |  
|Adjustments To Reconcile Net Loss To Net Cash            |   |             |   |   |             |   |   |              |  
|Used By Operating Activities                             |   |             |   |   |             |   |   |              |  
|Change in
      prepaid expenses                         |   | (35,891     | ) |   | -           |   |   | (35,891      | )
|Change in
      accounts payable and accrued liabilities |   | 61,047      |   |   | 8,931       |   |   | 70,901       |  
|                                                         |   | (2,180,222  | ) |   | (22,459     | ) |   | (2,271,779   | )
|                                                         |   |             |   |   |             |   |   |              |  
|Cash Flows From Financing Activities                     |   |             |   |   |             |   |   |              |  
|Issuance
      of convertible promissory note            |   | 500,000     |   |   | -           |   |   | 500,000      |  
|Issuance
      of share capital                          |   | 1,997,500   |   |   | -           |   |   | 2,094,900    |  
|                                                         |   | 2,497,500   |   |   | -           |   |   | 2,594,900    |  
|                                                         |   |             |   |   |             |   |   |              |  
|Cash Flows From Investing Activity                       |   |             |   |   |             |   |   |              |  
|Acquisition
      of mineral claims                      |   | (18,552     | ) |   | -           |   |   | (18,552      | )
|                                                         |   |             |   |   |             |   |   |              |  
|Increase (Decrease) In Cash                              |   | 298,726     |   |   | (22,459     | ) |   | 304,569      |  
|                                                         |   |             |   |   |             |   |   |              |  
|Cash, Beginning Of Year                                  |   | 5,843       |   |   | 28,302      |   |   | -            |  
|                                                         |   |             |   |   |             |   |   |              |  
|Cash, End
      Of Year                                  | $ | 304,569     |   | $ | 5,843       |   | $ | 304,569      |  
|                                                         |   |             |   |   |             |   |   |              |  
|SCHEDULE OF NON-CASH ACTIVITIES                          |   |             |   |   |             |   |   |              |  
|Acquisition
      of Mineral Properties                  | $ | 66,667      |   | $ | -           |   | $ | 66,667       |  
|Consulting Services                                      | $ | 2,660       |   | $ | -           |   | $ | 2,660        |  

F-4

---

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

CONSOLIDATEDSTATEMENTOFSTOCKHOLDERS’(DEFICIENCY)EQUITY

JANUARY31, 2005(Stated in U.S. Dollars)

|                                            | NUMBER OF   |  |   |       |  |  |            |   |   |        |   |   |                 |   |   | DEFICIT     |   |   |            |  
|------------------------------------------- | ----------- |  | - | ----- |  |  | ---------- | - | - | ------ | - | - | --------------- | - | - | ----------- | - | - | ---------- | -
|                                            | PREFERRED   |  |   |       |  |  |            |   |   |        |   |   |                 |   |   | ACCUMULATED |   |   |            |  
|                                            | SHARES –    |  |   |       |  |  | NUMBER OF  |   |   |        |   |   | ADDITIONAL      |   |   | DURING THE  |   |   |            |  
|                                            | SERIES A    |  |   | PAR   |  |  | COMMON     |   |   | PAR    |   |   | PAID IN CAPITAL |   |   | EXPLORATION |   |   |            |  
|                                            | CONVERTIBLE |  |   | VALUE |  |  | SHARES     |   |   | VALUE  |   |   |                 |   |   | STAGE       |   |   | TOTAL      |  
|                                            |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Shares issued for cash at $0.001            | -           |  | $ | -     |  |  | 5,000,000  |   | $ | 5,000  |   | $ | -               |   | $ | -           |   | $ | 5,000      |  
|Shares issued for cash at $0.02             | -           |  |   | -     |  |  | 4,620,000  |   |   | 4,620  |   |   | 87,780          |   |   | -           |   |   | 92,400     |  
|Net loss for the period                     | -           |  |   | -     |  |  | -          |   |   | -      |   |   | -               |   |   | (11,327     | ) |   | (11,327    | )
|                                            |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Balance, January 31, 2002                   | -           |  |   | -     |  |  | 9,620,000  |   |   | 9,620  |   |   | 87,780          |   |   | (11,327     | ) |   | 86,073     |  
|Net loss for the year                       | -           |  |   | -     |  |  | -          |   |   | -      |   |   | -               |   |   | (58,694     | ) |   | (58,694    | )
|                                            |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Balance, January 31, 2003                   | -           |  |   | -     |  |  | 9,620,000  |   |   | 9,620  |   |   | 87,780          |   |   | (70,021     | ) |   | 27,379     |  
|Net loss for the year                       | -           |  |   | -     |  |  | -          |   |   | -      |   |   | -               |   |   | (31,390     | ) |   | (31,390    | )
|                                            |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Balance, January 31, 2004                   | -           |  |   | -     |  |  | 9,620,000  |   |   | 9,620  |   |   | 87,780          |   |   | (101,411    | ) |   | (4,011     | )
|                                            |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Shares issued for cash at $0.001            | 2,000       |  |   | 2     |  |  | -          |   |   | -      |   |   | 1,997,498       |   |   | -           |   |   | 1,997,500  |  
|Shares returned to treasury                 | -           |  |   | -     |  |  | (4,600,000 | ) |   | (4,600 | ) |   | 4,600           |   |   | -           |   |   | -          |  
|Shares issued to acquire a wholly owned     | -           |  |   | -     |  |  | 833,333    |   |   | 833    |   |   | 32,500          |   |   | -           |   |   | 33,333     |  
|corporation                                 |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Shares issued to acquire a mineral property | -           |  |   | -     |  |  | 833,333    |   |   | 834    |   |   | 32,500          |   |   | -           |   |   | 33,334     |  
|Shares issued for stock dividend            | -           |  |   | -     |  |  | 13,373,332 |   |   | 13,373 |   |   | (13,373         | ) |   | -           |   |   | -          |  
|Shares issued for a consulting agreement    | -           |  |   | -     |  |  | 200,000    |   |   | 200    |   |   | 2,460           |   |   | -           |   |   | 2,660      |  
|Net loss for
      the year                 | -           |  |   | -     |  |  | -          |   |   | -      |   |   | -               |   |   | (2,293,257  | ) |   | (2,293,257 | )
|                                            |             |  |   |       |  |  |            |   |   |        |   |   |                 |   |   |             |   |   |            |  
|Balance, January
      21, 2005             | 2,000       |  | $ | 2     |  |  | 20,259,998 |   | $ | 20,260 |   | $ | 2,143,965       |   | $ | (2,394,668  | ) | $ | (230,441   | )

F-5

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|1. | OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | The Company was incorporated in the State of Nevada,
        U.S.A., on December 21, 2001. The Company’s name was changed to
        Argentex Mining Corporation on March 15, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        It is primarily engaged in the acquisition and exploration of mining properties
        in Argentina. Upon location of a commercial minable reserve, the Company
        expects to actively prepare the site for its extraction and enter a development
        stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | The accompanying consolidated financial statements
        have been prepared assuming the Company will continue as a going concern.
        This contemplates that assets will be realized and liabilities and commitments
        satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | As shown in the accompanying consolidated financial
        statements, the Company has incurred a net loss of $2,394,668 for
        the period from December 21, 2001 (inception) to January 31, 2005, and
        has no source of revenue. The future of the Company is dependent upon
        its ability to obtain financing and upon future profitable operations
        from the development of its mineral properties. Management has plans to
        seek additional capital through a private placement and public offering
        of its capital stock. These conditions raise substantial doubt about the
        Company’s ability to continue as a going concern. Although there
        are no assurances that management’s plans will be realized, management
        believes that the Company will be able to continue operations in the future.
        The consolidated financial statements do not include any adjustments relating
        to the recoverability and classification of recorded assets, or the amounts
        of and classification of liabilities that might be necessary in the event
        the Company cannot continue in existence.
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | The consolidated financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of consolidated
        financial statements for a period necessarily involves the use of estimates
        which have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-6

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The consolidated financial statements
        have, in management’s opinion, been properly prepared within reasonable
        limits of materiality and within the framework of the significant accounting
        policies summarized below:
|  
|   | a)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | b)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | c)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              
|  
|   | d)                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                              

F-7

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

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

F-8

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

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

F-9

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

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

F-10

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|3. | ACQUISITION OF SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | On February 24, 2004, the company purchased
        100% of the outstanding stock of SCRN Properties Ltd. (“SCRN”).
        The acquisition has been accounted for using the purchase method of accounting.
        Accordingly, the results of operations for SCRN have been included in
        the accompanying consolidated financial statements from that date forward.
        The acquisition was made for the purpose of acquiring certain mineral
        properties owned by SCRN.
|  
|   | The aggregate acquisition price was $33,333,
        which was paid by issuance of 833,333 of the Company’s common stock.
        The value of the transaction was determined by management with reference
        to the share price of the Company. There was no trading in the Company’s
        shares for 10 days before and 10 days after the terms of the acquisition
        agreement were negotiated and publicly announced.                                                      
|  
|   | The sole asset of SCRN was the mineral
        properties referred to above and the Company had no liabilities. See Note
        4(c)(ii) for additional information regarding the property and the terms
        of the acquisition.                                                                                                                                                                                                                                                       
|  
|4. | MINERAL PROPERTY INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-11

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|4. | MINERAL PROPERTY INTEREST (Continued)
|-- | -------------------------------------
|  
|   | a)                                   
|  
|   |                                      
|  
|   | b)                                   
|  
|   |                                      
|  
|   |                                      
|  
|   |                                      
|  
|   | c)                                   
|  
|   |                                      

F-12

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|4. | MINERAL PROPERTY INTEREST (Continued)
|-- | -------------------------------------
|  
|   | c)                                   
|  
|   |                                      
|  
|   |                                      
|  
|   | d)                                   
|  
|   |                                      
|  
|   | e)                                   
|  
|   |                                      

F-13

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

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

|6. | SHARE CAPITAL
|-- | -------------
|  
|   | a)           
|   |              
|   |              
|  
|   | b)           
|  
|   | c)           
|  
|   | d)           




---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                   
|  
|   | b)                                                                                                                                                                                                                                                                                   
|  
|   | c)                                                                                                                                                                                                                                                                                   
|  
|8. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                  
|  
|   | As at January 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:

| |             |   | 2005         |  |   | 2004     | 
| | ----------- | - | ------------ |  | - | -------- | 
| |             |   |              |  |   |          | 
| |             |   | Identifiable |  |   |          | 
| |             |   | Assets       |  |   | Revenues | 
| |             |   |              |  |   |          | 
| | Canada -    | $ | 340,460      |  | $ | -        | 
| | Corporate   |   |              |  |   |          | 
| | Argentina – |   | -            |  |   | -        | 
| | Mineral     |   |              |  |   |          | 
| | Properties  |   |              |  |   |          | 
| |             |   |              |  |   |          | 
| |             | $ | 340,460      |  | $ | -        | 

F-15

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005 and 2004(Stated in U.S. Dollars)

|9. | INCOME TAX
      Tax effects of temporary differences that give rise
        to deferred tax assets at January 31, 2005 and 2004 are as follows:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | 2005     |   |   | 2004    |  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | ------- | -
| | Net operating loss carry forwards                                                                                                                                                                                                                                                                                                                                                                                                                                       | $ | 814,000  |   | $ | 34,500  |  
| | Valuation Allowance                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | (814,000 | ) |   | (34,500 | )
| | Net future tax asset                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | –        |   |   | –       |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |          |   |   |         |  
| | At January 31, 2005, the Company had losses
        carried forward totaling $2,394,700 available to reduce future years’
        income tax for income tax purposes which expire in various years to 2024.
      The provision for income taxes differs from the amount
        computed by applying the statutory federal income tax rate of 34% (2004
        – 34%) to net loss for the year. The sources and tax effect of the
        differences are as follows:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 2005     |   |   | 2004    |  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | ------- | -
|    | Computed “expected” tax benefit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ | 779,000  |   | $ | 10,700  |  
|    | Change in Valuation Allowance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | (779,000 | ) |   | (10,700 | )
|    | Income tax provision                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $ | –        |   | $ | –       |  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |          |   |   |         |  
|10. | COMMITMENT
      The Company has entered into an agreement with a drilling
        contractor to provide diamond core drilling services. Pursuant to the
        agreement, the contractor will drill 3,000 linear meters in approximately
        15 holes on the land owned by the Company at the Pinguino Project, located
        in the Santa Cruz Province, Argentina. An advance of $90,000, which
        was paid subsequent to the company’s year end, was required prior
        to the commencement of the drilling. The direct drilling costs of the
        agreement are estimated to be approximately $300,000.

F-16

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ITEM 8.                CHANGES
  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A.              CONTROLS
  AND PROCEDURES

Evaluation
  of Disclosure Controls and Procedures:As of January 31, 2005, the Company’s
  management carried out an evaluation, under the supervision of the Company’s
  Chief Executive Officer and the Chief Financial Officer of the effectiveness
  of the design and operation of the Company’s system of disclosure controls
  and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and
  15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive
  Officer and Chief Financial Officer concluded that the Company’s disclosure
  controls and procedures were effective, as of the date of their evaluation,
  for the purposes of recording, processing, summarizing and timely reporting
  material information required to be disclosed in reports filed by the Company
  under the Securities Exchange Act of 1934.

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

ITEM 8B.              OTHER
  INFORMATION

None.

26

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PART III

ITEM 9.                DIRECTORS
  AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

Set
  forth below are the directors and executive officers of the Company, their ages
  and positions held with the Company, as follows

|Name and Address | Age | Position Held                                                                            
|---------------- | --- | -----------------------------------------------------------------------------------------
|Chris Dyakowski  | 53  | President, Chief Executive Officer, Chief Financial Officer, Secretary
      and Director
|Ken Hicks        | 45  | Vice President (Exploration) and Director                                                

Chris
  Dyakowskibecame our President, Chief Executive Officer, Chief Financial
  Officer, Secretary and Director in March 2004. He graduated from the University
  of British Columbia in 1975 with a Bachelor of Science in Geology. For approximately
  25 years he has served in a number of capacities including president, director,
  CFO of some 17 junior mining companies. During his career he has located and
  secured mining properties in British Columbia, Quebec the United States, Argentina
  and Bolivia for the companies which he held office and also for other clients.
  Mr. Dyakowski has since November 1996, served as Director and CFO of San Telmo
  Energy Ltd., an oil and gas exploration and development company based in Calgary,
  Alberta which is listed on the TSX Venture Exchange and the over-the-counter
  Bulletin Board. Since May 2000, he has also been president and director of Storm
  Cat Energy Corp., a company engaged in developing coal bed methane and which
  is also listed on the TSX Venture Exchange. Mr. Dyakowski is a registered member
  of the British Columbia Association of Professional Engineers and Geoscientists
  and the BC and Yukon Chamber of Mines.

Ken
  Hicksbecame Vice President and a Director in February 2004. He is a graduate
  of the University of British Columbia, holding a B.Sc. (Honours) Geology Degree.
  Since graduating in 1982, Mr. Hicks has practiced his profession as a geologist
  throughout North and South America for major mining companies such as Falconbridge
  Limited, mid Tier Cu-Au producers such as Imperial Metals Corporation as well
  as junior exploration companies. Since 1996 Mr. Hicks has undertaken extensive
  work in South America, specifically Argentina in which has consulted for a number
  of junior companies throughout Argentina. Mr. Hicks is a registered member of
  the British Columbia Association of Professional Engineers and Geoscientists,
  as well as the Society of Economic Geologists and the BC and Yukon Chamber of
  Mines. He is a councillor of the Cordilleran Section of the Geological Association
  of Canada.

Limitation of Liability of Directors

Pursuant
  to the Nevada General Corporation Law, our Articles of Incorporation exclude
  personal liability for our Directors for monetary damages based upon any violation
  of their fiduciary duties as Directors, except as to liability for any breach
  of the duty of loyalty, acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, or any transaction from
  which a Director receives an improper personal benefit. This exclusion of liability
  does not limit any right which a Director may have to be indemnified and does
  not affect any Director’s liability under federal or applicable state
  securities laws. We have agreed to indemnify our directors against expenses,
  judgments, and amounts paid in settlement in connection with any claim against
  a Director if he acted in good faith and in a manner he believed to be in our
  best interests.

Election of Directors and Officers.

Directors
  are elected to serve until the next annual meeting of stockholders and until
  their successors have been elected and qualified. Officers are appointed to
  serve until the meeting of the Board of Directors following the next annual
  meeting of stockholders and until their successors have been elected and qualified.

No
  Executive Officer or Director of the Company has been the subject of any order,
  judgment, or decree of any Court of competent jurisdiction, or any regulatory
  agency permanently or temporarily enjoining, barring suspending or otherwise
  limiting him from acting as an investment advisor, underwriter, broker or dealer
  in the

27

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securities industry, or as an affiliated person, director
  or employee of an investment company, bank, savings and loan association, or
  insurance company or from engaging in or continuing any conduct or practice
  in connection with any such activity or in connection with the purchase or sale
  of any securities.

No
  Executive Officer or Director of the Company has been convicted in any criminal
  proceeding (excluding traffic violations) or is the subject of a criminal proceeding
  which is currently pending.

No
  Executive Officer or Director of the Company is the subject of any pending legal
  proceedings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section
  16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
  Act”), requires Argentex Mining Corporation executive officers and directors,
  and persons who beneficially own more than ten percent of the Company’s
  common stock, to file initial reports of ownership and reports of changes in
  ownership with the SEC. Executive officers, directors and greater than ten percent
  beneficial owners are required by SEC regulations to furnish Argentex Mining
  Corporation with copies of all Section 16(a) forms they file. Based upon a review
  of the copies of such forms furnished to the Company and written representations
  from Company executive officers and directors, the Company believes that during
  the year ended 2005, the officers and directors filed all of their respective
  Section 16(a) reports on a timely basis.

Audit Committee

We
  do not have an Audit Committee, our board of directors during 2005, performed
  some of the same functions of an Audit Committee, such as: recommending a firm
  of independent certified public accountants to audit the annual financial statements;
  reviewing the independent auditors independence, the financial statements and
  their audit report; and reviewing management's administration of the system
  of internal accounting controls. The Company does not currently have a written
  audit committee charter or similar document.

Nominating Committee

We
  do not have a Nominating Committee or Nominating Committee Charter. Our board
  of directors performed some of the functions associated with a Nominating Committee.
  We have elected not to have a Nominating Committee at this time, however, our
  Board of Directors intend to continually evaluate the need for a Nominating
  Committee.

Code of Ethics

We
  have adopted a written code of ethics that governs all of our officers, directors,
  employees and contractors. The code of ethics relates to written standards that
  are reasonably designed to deter wrongdoing and to promote:

| | (1) | Honest and ethical conduct, including the ethical
        handling of actual or apparent conflicts of interest between personal
        and professional relationships;                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Full, fair, accurate, timely and understandable
        disclosure in reports and documents that are filed with, or submitted
        to, the Commission and in other public communications made by an issuer;
| | (3) | Compliance with applicable governmental laws, rules
        and regulations;                                                                                                                                  
| | (4) | The prompt internal reporting of violations of the
        code to an appropriate person or persons identified in the code; and                                                                               
| | (5) | Accountability for adherence to the code.                                                                                                                                                                     

Compensation Committee

We
  currently do not have a compensation committee of the board of directors. Until
  a formal committee is established, our entire board of directors will review
  all forms of compensation provided to our executive officers, directors, consultants
  and employees including stock compensation and loans.

28

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ITEM 10.                EXECUTIVE
  COMPENSATION

Termination of Employment

There
  are no compensatory plans or arrangements, including payments to be received
  from the Company, with respect to any person associated with the Company which
  would in any way result in payments to any such person because of his resignation,
  retirement, or other termination of such person’s employment with the
  Company or its subsidiaries, or any change in control of the Company, or a change
  in the person’s responsibilities following a change in control of the
  Company.

Executive Compensation

The
  following table sets forth the cash compensation of the Company’s newly
  elected executive officers and directors during of the years 2005, 2004 and
  2003. The remuneration described in the table represents compensation received
  from Argentex Mining Corporation and does not include the cost to the Company
  of benefits furnished to the named executive officers, including premiums for
  health insurance and other benefits provided to such individual that are extended
  in connection with the conduct of the Company’s business. The value of
  such benefits cannot be precisely determined, but the executive officers named
  below did not receive other compensation in excess of the lesser of $50,000
  or 10% of such officer’s cash compensation.

Summary Compensation Table

|                         |                     |              |       |              |            | Long Term
|------------------------ | ------------------- | ------------ | ----- | ------------ | ---------- | ---------
|                         | Annual Compensation | Compensation
|                         |                     |              |       | Other Annual |            |          
|Name and Principal       |                     |              |       | Compensation | Restricted |          
|Position                 | Year                | Salary       | Bonus | (Consulting) | Stock      | Options  
|Chris Dyakowksi          | 2005                | 0            | 0     | CAD$60,000   | 0          | 0        
|President, CEO           | 2004                | 0            | 0     | 0            | 0          | 0        
|                         | 2003                | 0            | 0     | 0            | 0          | 0        
|                         |                     |              |       |              |            |          
|Peter Schulhof           | 2005                | 0            | 0     | 0            | 0          | 0        
|Former President and CEO | 2004                | 0            | 0     | 0            | 0          | 0        
|                         | 2003                | 0            | 0     | 0            | 0          | 0        

We do not have any employment agreements. We have entered
  into the following Consulting and Management Agreements:

pursuant to the terms of a Management Agreement dated February 25, 2005
      we have appointed Mr. Dyakowski as our President, Chief Executive Officer,
      Chief Financial Officer and Secretary and as a director for a term of six
      months. We have agreed to pay to Mr. Dyakowski CAD$5,000 per month.
      Mr. Dyakowski is required to devote not less than 80% of his time to our
      business.


pursuant to the terms of a Consulting Agreement dated February 12, 2005
      we have appointed Mr. Ken Hicks as our Vice President (Exploration) and
      as a director for a term of one year. We have agreed to pay to Mr. Hicks
      CAD$9,000 per month. Mr. Hicks is required to devote substantially all
      of his time to our business.


Option/SAR Grants in Last Fiscal Year

During
  the fiscal year ended January 31, 2005, no stock or stock options were granted.

Stock Option Plans

None.

29

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ITEM 11.                SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
  following table presents information, to the best of the Company’s knowledge,
  about the beneficial ownership of its common stock on April 25, 2005 relating
  to the beneficial ownership of the Company’s common stock by those persons
  known to beneficially own more than 5% of the Company’s capital stock
  and by its directors and executive officers. The percentage of beneficial ownership
  for the following table is based on 22,482,221 shares of common stock outstanding.

Beneficial
  ownership is determined in accordance with the rules of the Securities and Exchange
  Commission and does not necessarily indicate beneficial ownership for any other
  purpose. Under these rules, beneficial ownership includes those shares of common
  stock over which the stockholder has sole or shared voting or investment power.
  It also includes shares of common stock that the stockholder has a right to
  acquire within 60 days through the exercise of any option, warrant or other
  right. The percentage ownership of the outstanding common stock, however, is
  based on the assumption, expressly required by the rules of the Securities and
  Exchange Commission, that only the person or entity whose ownership is being
  reported has converted options or warrants into shares of our common stock.

|                                                |           |         
|----------------------------------------------- | --------- | --------
|Name of Beneficial Holder (1)                   | Number    | Percent 
|                                                | of Shares | Of Class
|Chris Dyakowski                                 |           |         
|CEO, President, CFO, Secretary and Chairman     | 4,999,998 | 22.24%  
|                                                |           |         
|Ken Hicks                                       |           |         
|Vice President (Exploration) and Director       | 0         | 0       
|                                                |           |         
|All Directors & Officers (5 persons) as a Group | 4,999,998 | 22.24%  
|                                                |           |         
|* Less than 1%.                                 |           |         

| | (1) | As used in this table, “beneficial ownership”
        means the sole or shared power to vote, or to direct the voting of, a
        security, or the sole or shared investment power with respect to a security
        (i.e., the power to dispose of, or to direct the disposition of, a security).
        In addition, for purposes of this table, a person is deemed, as of any
        date, to have “beneficial ownership” of any security that
        such person has the right to acquire within 60 days after such date. Address
        for the persons listed in the table is care of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 12.                CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS

On
  March 4, 2004, we closed on five separate agreements pursuant to which we acquired
  interests in certain mineral claims located in the Santa Cruz and Rio Negro
  Provinces of the Republic of Argentina from Mr. Dyakowski and his affiliates.
  The specific agreements were as follows:

Pinguino Option Agreement

Pursuant to the terms of a Mineral Property Option Agreement dated February
      24, 2004, between us and Mr. Dyakowski (the “Pinguino Option Agreement”),
      we acquired from Mr. Dyakowski an option to acquire a 100% interest in and
      to certain mineral claims located in the Santa Cruz Province of the Republic
      of Argentina and known as the “Pinguino Property” totaling 24,710
      acres, subject to a 2% net smelter returns royalty in favor of Mr. Dyakowski
      (the “Pinguino Royalty”). In order to exercise the option on
      the Pinguino Property, we are required to make option payments to Mr. Dyakowski
      totaling CAD$450,000 as follows:


CAD$50,000 was paid on July 1, 2004;


CAD$75,000 on or before July 1, 2005;


CAD$100,000 on or before July 1, 2006;


30

---

- CAD$100,000 on or before July 1, 2007; and

CAD$125,000 on or before July 1, 2008.


We
  have the right to repurchase on half of the Pinguino Royalty for CAD$1,000,000
  and all of the Pinguino Royalty for CAD$2,000,000. The Pinguino Option Agreement
  also provides for an “area of interest” such that, in the event
  that Dyakowski records any property claims within five (5) kilometers of the
  boundaries of the Pinguino Property, such claims will become subject to the
  Pinguino Property Agreement.

Dyakowski and SCRN Agreements

|**•** | Pursuant to the terms of a Mineral Property
        Acquisition Agreement dated February 24, 2004, between us and Mr. Dyakowski
        (the “Dyakowski Acquisition Agreement”), we acquired from
        Dyakowski certain mineral claims located in the Santa Cruz Province of
        the Republic of Argentina and known as the “Dyakowski Property”.
        In addition, pursuant to the terms of a Share Purchase Agreement dated
        February 24, 2004, between us and Mr. Dyakowski (the “SCRN Share
        Purchase Agreement”), the Registrant acquired from Mr. Dyakowski
        a 100% interest in SCRN Properties Ltd. (“SCRN”), a Delaware
        corporation the sole assets of which consist of certain mineral claims
        located in the Rio Negro Province of the Republic of Argentina and known
        as the “SCRN Property”.. These properties are discussed under
        the heading “Description of Business”, above. As consideration
        for the Dyakowski Property and the 100% interest in SCRN, we issued to
        Mr. Dyakowski a total of 1,666,666 shares of our common stock (the “Shares”),
        subject to the following escrow and return to treasury provisions:
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

31

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| |  | **•** | in the event that our geologist determines that
        further exploration activities are warranted for the SCRN Property or
        that the SCRN Property should be placed into commercial production, an
        additional 333,333 Shares are to be released from escrow and delivered
        to Mr. Dyakowski, or
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                         
| |  | **•** | in the event that our geologist determines that further
        activities are not warranted for the SCRN Property, 333,333 Shares shall
        be returned to our treasury and title to the SCRN Property shall be transferred
        to Mr. Dyakowski.                                                              

The
  Dyakowski Acquisition Agreement and the SCRN Share Purchase Agreement also provide
  for an “area of interest” such that, in the event that Mr. Dyakowski
  records any property claims within five (5) kilometers of the boundaries of
  either the Dyakowski Property or the SCRN Property, such claims will become
  subject to the respective Agreements.

As
  a condition to the Dyakowski Acquisition Agreement and the SCRN Share Purchase
  Agreement, we agreed to issue a stock dividend of two shares of common stock
  for each one share of common stock (which was issued to record holders as of
  March 17, 2004) and to change our name to Argentex Mining Corporation.

San Telmo Agreement

Pursuant to the terms of a Mineral Property Acquisition Agreement dated
      February 20, 2004, between us and San Telmo Energy Ltd., an affiliate of
      Mr. Dyakowski, we acquired 100% interest in and to certain mineral claims
      located in the Santa Cruz Province of the Republic of Argentina and known
      as the “Condor Property”, subject to a 2% net smelter returns
      royalty in favor of Mr. Dyakowski (the “San Telmo Royalty”).
      The Condor Property is discussed under the heading “Description of
      Business”, above. As consideration for the Condor Property we paid
      to San Telmo Energy Ltd. the sum of CAD$10,000. We have the right to
      repurchase half of the San Telmo Royalty for CAD$1,000,000 and all of
      the San Telmo Royalty for CAD$2,000,000.


Storm Cat Agreement

Pursuant to the terms of a Mineral Property Acquisition Agreement dated
      February 20, 2004, between us and Storm Cat Energy Corp., an affiliate of
      Mr. Dyakowski, we acquired 100% interest in and to certain mineral claims
      located in the Santa Cruz and Rio Negro Provinces of the Republic of Argentina
      and known as the Diamante 1, CV2, Pilquin 1 and the Pilquin 12 and 13 MDs.
      As consideration for these properties we paid to Storm Cat Energy Corp.
      the sum of CAD$10,000.
        
      We have no policy regarding entering into transactions with affiliated parties.


32

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PART IV

ITEM 13.EXHIBITS

|Exhibit No. | Description                                                                                                                                                                                                                                                                                          
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                      
|3.1         | Articles of Incorporation of the Registrant, filed
        as an exhibit to the registration statement on Form SB-2 filed with the
        Commission on March 12, 2002 and incorporated herein by reference.                                                                                        
|            |                                                                                                                                                                                                                                                                                                      
|3.2         | Articles of Merger                                                                                                                                                                                                                                                                                   
|            |                                                                                                                                                                                                                                                                                                      
|3.3         | 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.                                                                                                          
|            |                                                                                                                                                                                                                                                                                                      
|3.4         | 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.                                                                                                                                                                                                       
|            |                                                                                                                                                                                                                                                                                                      
|10.7        | Consulting Agreement dated
        February 25, 2005 between the Registrant and Chris Dyakowski.                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                      
|10.8        | Diamond Core Drilling (Surface) Agreement, dated
        as of January 18, 2005, by and 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 refefence.
|            |                                                                                                                                                                                                                                                                                                      
|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                                                                                                                           

33

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|31.2 | Certification of Chief
        Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated
        under the Securities and Exchange Act of 1934, as amended
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                           
|32.1 | Certification pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Chief Executive Officer)          
|     |                                                                                                                                                                           
|32.2 | Certification pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Chief Financial Officer)          

ITEM 14.                PRINCIPAL
  ACCOUNTANT FEES AND SERVICES

Audit Fees

The
  aggregate fees billed for professional services rendered by Morgan & Company
  for the audit of the registrant's annual financial statements and review of
  the financial statements included in the registrant's Form 10-QSB or services
  that are normally provided by the accountant in connection with statutory and
  regulatory filings or engagements for fiscal years 2005 and 2004 were $18,000
  and $2,600 respectively.

Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

None.

Policy On Audit Committee Pre-Approval Of Audit And Permissible
  Non-Audit Services Of Independent Auditors

The
  Company currently does not have a designated Audit Committee, and accordingly,
  the Company's Board of Directors' policy is to pre-approve all audit and permissible
  non-audit services provided by the independent auditors. These services may
  include audit services, audit-related services, tax services and other services.
  Pre-approval is generally provided for up to one year and any pre-approval is
  detailed as to the particular service or category of services and is generally
  subject to a specific budget. The independent auditors and management are required
  to periodically report to the Company's Board of Directors regarding the extent
  of services provided by the independent auditors in accordance with this pre-approval,
  and the fees for the services performed to date. The Board of Directors may
  also pre-approve particular services on a case-by-case basis.

34

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SIGNATURES

Pursuant
  to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on our behalf
  by the undersigned, thereunto duly authorized.

ARGENTEX MINING CORPORATION

|Dated: May 13, 2005 | By: /s/ CHRIS DYAKOWSKI                                             
|------------------- | --------------------------------------------------------------------
|                    | Chris Dyakowski                                                     
|                    | Chief Executive Officer (Principal Executive Officer), President and
|                    | Chief Financial Officer (Principal Financial Officer)               

Pursuant
  to the requirements of the Securities Exchange Act of 1934, this report has
  been signed below by the following persons on behalf of the registrant and in
  the capacities and on the dates indicated.

|/s/ CHRIS DYAKOWSKI | CEO, President, CFO, Secretary and Director | May 13, 2005
|------------------- | ------------------------------------------- | ------------
|Chris Dyakowski     |                                             |             
|                    |                                             |             
|/s/ KEN HICKS       | Vice President (Exploration) and Director   | May 13, 2005
|Ken Hicks           |                                             |             

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