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

FORM 10-KSB

x ANNUAL REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the fiscal year ended January 31, 2004

 ̈ TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the transition period from _________ to ____________

Commission File No. 000-49995

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

|Nevada
        (State or other jurisdiction of
        incorporation or organization) | 71-0867623
        (I.R.S. Employer
        Identification Number)
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------

|Suite 2000, 1066 West Hastings
      Street Vancouver, BC
      (Address of principal executive offices) | V6E 3X2
      (Zip Code)
|-------------------------------------------------------------------------------------------------------- | ------------------------

Registrant's telephone number, including area code: (604) 601-8336

Securities registered pursuant to Section 12(b) of the Act:
  None

Securities registered pursuant to Section 12 (g) of the Act:
  Common Stock

Check whether the issuer (l) has filed all reports required
  to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. x
  Yes  ̈ No

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will 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. x

Revenues for fiscal year ended January 31, 2004 were $0.

The aggregate market value of the voting stock held by non-affiliates
  computed by reference to the last reported sale price of such stock as of January
  31, 2004 was: $255,600.

The number of shares of the issuer's Common Stock outstanding
  as of January 31, 2004 was 28,860,000 (as adjusted for March 17, 2004 stock
  dividend of two-for-one).

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ No x

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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 1,000,000 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:



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:



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 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

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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.

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.

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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 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:





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The Pinguino Property is described as follows:

|Property Name        | Expediente No.
      (File No.)             | Registered Holder | Claim Type   | Size
      (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
      Kruger Coordinates | Dyakowski         | Pertinencias | 180                  

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 $450,000 as follows:

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

We have the right to repurchase one half of the Pinguino Royalty
  for $1,000,000 and all of the Pinguino Royalty for $2,000,000. The Pinguino
  Option Agreement also 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 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 1st, 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 1st,
  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

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5

provincial highways access the closest service location, Tres
  Cerros. From there, good all-weather road access is available to the Pinguino
  Property.

We have not conducted any significant exploration activities
  on the Pinguino Property.

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.

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 gnimbrites, 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

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6

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.
      (File No.) | Registered Holder | Claim Type   | Size
      (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                
|El Condor               | 406877/CID/03                   | Dyakowski         | Cateo        | 10,000               
|Condor MD(2)            | 414.085
      Palacios/00       | Dyakowski         | MD           | 1,500                
|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 2,500,000 shares of our common stock (the Dyakowski
  Shares), subject to the following escrow and return to treasury provisions:

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- 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 2,500,000
      of the Dyakowski Shares are to be returned to our treasury and title to
      the Dyakowski Property shall be transferred to Mr. Dyakowski;
- upon our incurring exploration expenditures of at least
      $100,000 on the Properties, 500,000 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 2,000,000 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 500,000 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
      1,500,000 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 500,000 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 1,000,000 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 1,000,000 Dyakowski
      Shares shall be returned to our treasury and title to the Dyakowski Property
      shall be transferred to Mr. Dyakowski.

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 smelter returns
  royalty in favor of San Telmo. We have the right to repurchase one half of this
  royalty for $1,000,000 and all of this royalty for $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 May 31, 2004.
  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

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8

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 not conducted any significant exploration activities
  on our Santa Cruz Properties.

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 gnimbrites,
  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).

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:

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9

|Property Name | Expediente No.
      (File No.) | Registered Holder | Claim Type | Size
      (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.

As consideration for the 100% interest in SCRN, we issued
  to Mr. Dyakowski a total of 2,500,000 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 2,500,000 of the SCRN Shares are
      to be returned to our treasury and title to the SCRN Property shall be transferred
      to Mr. Dyakowski;
    upon our incurring exploration expenditures of at least $100,000 on the
      Properties, 500,000 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 2,000,000 Shares shall be returned to our treasury and title
      to the SCRN Property shall be transferred to Mr. Dyakowski;


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10

- upon our incurring cumulative exploration expenditures
      of at least $500,000 on the Properties, an additional 500,000 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 1,500,000
      SCRN Shares shall be returned to our treasury and title to the SCRN Property
      shall be transferred to Mr. Dyakowski; and
- upon our incurring exploration expenditures of at least
      $1,000,000 on the Properties, an additional 500,000 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 1,000,000 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 1,000,000 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.

We have not conducted any significant exploration activities
  on our Rio Negro Property.

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.

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11

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.

Employees

As at January 31, 2004, 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

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12

or prospectors. As a result, we intend to use independent
  workers and consultants on a part-time basis.

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.

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13

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.

Patents and Trademarks

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

Risks Related To Our Financial Condition And Business Model

If we do not obtain financing when needed, our business will
  fail.

Our current operating funds will cover our proposed exploration
  programs on our Argentinean mineral properties. In order for us to perform any
  further exploration or extensive testing we will need to obtain additional financing.
  In addition, we may decide to reallocate our resources as between our Argentinean
  mineral properties or we may acquire additional properties which we consider
  to have greater geological merit than our current properties and we may decide
  to reallocate our resources to such properties. As of April 26, 2004, we had
  cash in the amount of approximately $800,000. We currently do not have any income.
  Our business plan calls for significant expenses in connection with the exploration
  of our mineral claims. We will also require additional financing if the costs
  of the exploration of our mineral claim are greater than anticipated. We will
  require additional financing to sustain our business operations if we are not
  successful in earning revenues once exploration is complete. If our exploration
  programs are successful in discovering ore of commercial tonnage and grade,
  we will require additional funds in order to place our mineral claims into commercial
  production. We currently do not have any arrangements for additional financing
  and we may not be able to obtain financing when required. Obtaining additional
  financing would be subject to a number of factors, including the market prices
  for minerals and the costs of exploring for or mining these materials. These
  factors may make the timing, amount, terms or conditions of additional financing
  unavailable to us.

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 have just begun 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.

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 we anticipate our operating expenses will increase
  prior to our earning revenues, we may never achieve profitability.

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14

Prior to completion of our exploration stage, we anticipate
  that we will incur increased operating expenses without realizing any revenues.
  We therefore expect to incur significant losses into the foreseeable future.
  We recognize that if we are unable to generate significant revenues from the
  exploration of our mineral claims and the production of minerals thereon, if
  any, we will not be able to earn profits or continue operations. There is no
  history upon which to base any assumption as to the likelihood that we will
  prove successful, and we may not be able to generate any operating revenues
  or ever achieve profitable operations. If we are unsuccessful in addressing
  these risks, our business will most likely fail.

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.

Risks Related To Legal Uncertainty

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.

ITEM 2. DESCRIPTION OF PROPERTIES

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.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

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

No matters were submitted to our security holders for a vote
  during the fourth fiscal quarter for the year ended January 31, 2004.

PART II

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15

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS

Market Information

Our common stock is traded on the OTC Bulletin Board under
  the symbol AGXM. The following table sets forth for the periods indicated the
  high and low sales price per share of our common stock (as adjusted for a two-for-one
  stock dividend declared on March 17, 2004).

|Quarter Ended    | High  | Low  
|---------------- | ----- | -----
|                 |       |      
|April 30, 2003   | $0.01 | $0.01
|                 |       |      
|July 30, 2003    | $0.01 | $0.01
|                 |       |      
|October 31, 2003 | $0.02 | $0.01
|                 |       |      
|January 31, 2004 | $0.02 | $0.02

The Securities Exchange Commission has adopted rules 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 such 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 document prepared by the Commission, which: (a) contains a description
  of the nature and level of risk in the market for penny stocks in both public
  offerings and secondary trading; (b) contains 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 a violation to such duties or other requirements
  of Securities' laws; (c) contains a brief, clear, narrative description of a
  dealer market, including bid and ask prices for penny stocks and significance
  of the spread between the bid and ask price; (d) contains a toll-free telephone
  number for inquiries on disciplinary actions; (e) defines significant terms
  in the disclosure document or in the conduct of trading in penny stocks; and
  (f) contains such other information and is in such form as the Commission shall
  require by rule or regulation. The broker-dealer also must provide, prior to
  effecting any transaction in a penny stock, the customer: (a) with bid and offer
  quotations for the penny stock; (b) the compensation of the broker-dealer and
  its salesperson in the transaction; (c) 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 (d) 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 our stock if it becomes subject
  to these penny stock rules. Therefore, if our common stock becomes subject to
  the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

As of January 31, 2004, we had forty-six (46) registered shareholders.

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16

Recent Sales of Unregistered Securities

We did not complete any unregistered sales of our common stock
  during our fiscal year ended January 31, 2004, except as follows:

On March 4, 2004, we issued a total of 5,000,000 shares of
  our common stock to Christopher Dyakowski pursuant to the terms of a Mineral
  Property Acquisition Agreement and a Share Purchase Agreement dated February
  24, 2004. These shares were sold pursuant to section 4(2) of the Securities
  Act of 1933.

In March and April 2004 we sold an aggregate of 2,000 shares
  of Series A Convertible Preferred Stock to five purchasers for an aggregate
  purchase price of $2,000,000. Each share of Series A Convertible Preferred Stock
  is convertible into 1,111 shares of common stock. In the event we issue any
  shares of common stock during the two-year period following the issuance of
  the Series A Convertible Preferred Stock at a price less than $0.90 per share,
  the conversion rate of the Series A Convertible Preferred Stock shall be equal
  to $1,000 divided by the price per share at which we issued such common stock.
  In the event we cease to devote the majority of our resources to the exploration
  and development of the mining properties we acquired from Chris Dyakowski, 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,
  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. The
  holders of the Series A Convertible Preferred Stock have the right to demand
  that we register the resale of the common stock with the Securities and Exchange
  Commission. These shares were sold pursuant to Regulation S.

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.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS AND PLAN 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 December 2004, we
  may not be able to continue in business beyond that date unless we obtain additional

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17

capital to pay our bills. Our management has not made a commitment
  of financial support to meet future obligations and we have not generated any
  revenues and no revenues are anticipated unless and until mineralized material
  is discovered on the properties that we have an interest in. Accordingly we
  must raise cash from other than the sale of mineralized materials. We will be
  conducting research in connection with the exploration of our properties. We
  are not planning to buy or sell any plant or significant equipment.

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.

We have planned a $375,000 pre-drilling exploration program
  on our Pinguino Property with the goal of identifying drill targets for a subsequent
  drilling program. The proposed pre-drilling 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, 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 $65,000 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.

We anticipate that the pre-drilling exploration program on
  our Pinguino Property will be completed by October, 2004 and the preliminary
  exploration programs on our Santa Cruz and Rio Negro Properties will be completed
  by December, 2004.

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, 2004

We did not earn any revenues during the fiscal year ended
  January 31, 2004. We do not anticipate earning revenues until such time as we
  have entered into commercial production of our mineral properties. We are presently
  in the exploration stage of our business and we can provide no assurance that
  we will discover commercially exploitable levels of mineral resources on our
  properties, or if such resources are discovered, that we will enter into commercial
  production of our mineral properties.

We incurred operating expenses in the amount of $101,411 for
  the period from inception on December 21, 2001 to January 31, 2004. These operating
  expenses included: (a) payments of $15,457 in connection with acquisition and
  exploration of the Cinema Property; (b) office related

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18

fees in the amount of $3,024; (c) rent in the amount of $1.385;
  (d) professional fees in the amount of $72,305 in connection with our corporate
  organization and registration process with the Securities and Exchange Commission;
  (e) transfer agent fees in the amount of $2,440; and (f) consulting fees in
  the amount of $6,800.

We incurred a loss in the amount of $101,411 for the period
  from inception on December 21, 2001 to January 31, 2004. For the fiscal year
  ended January 31, 2004 only, we incurred a loss of $31,390. 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, 2004 we had cash of $5,843 and a working capital
  deficit of $4,011.

Subsequent to January 31, 2004 we raised a total of $2,000,000
  through private sales of equity securities.

We believe that we currently have sufficient working capital
  to pay our administrative and general operating expenses through December 2004,
  to make the royalty payment required on our Pinguino Property due in July 2004
  and to complete our pre-drilling exploration program on the Pinguino Property
  and our preliminary exploration program on our Santa Cruz and Rio Negro Properties.

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 December 2004, 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

---

19

Statement No. 38. This statement is effective for all business
  combinations subsequent to June 30, 2001. The adoption of this statement did
  not have a material effect on our financial statements.

Also in June 2001, the FASB issued SFAS No. 142 "Goodwill
  and Other Intangible Assets," which supersedes APB Opinion No. 17 "Intangible
  Assets." The provisions of this statement changes the unit of account for goodwill
  and takes a very different approach to how goodwill and other intangible assets
  are accounted for subsequent to their initial recognition. Because goodwill
  and some intangible assets will no longer be amortized, the reported amounts
  of goodwill and intangible assets, as well as total assets, will not decrease
  at the same time and in the same manner as under previous standards. This statement
  is effective for all fiscal years beginning subsequent to December 15, 2001.
  The adoption of this statement did not have a material effect on our financial
  statements.

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

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

Forward Looking Statements

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.

---

20

ITEM 7. FINANCIAL STATEMENTS

Index to Financial Statements:

|1. | Auditors' Report;                                                           
|-- | ----------------------------------------------------------------------------
|   |                                                                             
|2. | Audited Financial Statements for the year ended January 31, 2004, including:
|   |                                                                             

| | a. | Balance Sheets as at January 31, 2004 and 2003;                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Statements of Loss and Deficit for the two years ended January
      31, 2004 and for the period from inception on December 21, 2001 to January
      31, 2004;        
| | c. | Statements of Cash Flows for the two years ended January
      31, 2004 and for the period from inception on December 21, 2001 to January
      31, 2004;              
| | d. | Statements of Stockholders' Equity for the two years ended
      January 31, 2004 and for the period from inception on December 21, 2001
      to January 31, 2004; and
| | e. | Notes to Financial Statements.                                                                                                                                         



---

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

CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2004 AND 2003 
  (Stated in U.S. Dollars)

---



INDEPENDENT AUDITORS' REPORT

To the Directors 
  Argentex Mining Corporation
  (Formerly Delbrook Corporation)
  (An exploration stage company)

We have audited the consolidated balance sheets of Argentex
  Mining Corporation (formerly Delbrook Corporation) (an exploration stage company)
  as at January 31, 2004 and 2003, and the consolidated statements of loss and
  deficit accumulated during the exploration stage, cash flows, and stockholders
  (deficiency) equity for the years ended January 31, 2004 and 2003, and for the
  period from inception, December 21, 2001, to January 31, 2004. These consolidated
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these consolidated financial statements
  based on our audits.

We conducted our audits in accordance with United States of
  America generally accepted auditing standards. Those standards require that
  we plan and perform an audit to obtain reasonable assurance whether the consolidated
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the consolidated
  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 audit provides
  a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  January 31, 2004 and 2003, and the results of its operations and cash flows
  for the years ended January 31, 2003 and 2004, and for the period from inception,
  December 21, 2001, to January 31, 2004, in accordance with United States generally
  accepted accounting principles.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in to Note 1 to the consolidated financial statements, the Company incurred
  a net loss of $101,411 since inception, has not attained profitable operations
  and is dependent upon obtaining adequate financing to fulfil 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 consolidated financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

|Vancouver, Canada                                                         | Morgan & Company   
|------------------------------------------------------------------------- | ---------------------
|                                                                          |                      
|April 19, 2004, except for Note 4(k) 
      which is as of April 29, 2004 | Chartered Accountants
|                                                                          |                      

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

---

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

CONSOLIDATED BALANCE SHEETS (Stated in U.S. Dollars)

|                                                              | JANUARY 31 |         
|------------------------------------------------------------- | ---------- | --------
|                                                              |            | 2004    
|                                                              |            |         
|ASSETS                                                        |            |         
|                                                              |            |         
|Current                                                       |            |         
|Cash                                                          | $          | 5,843   
|                                                              |            |         
|LIABILITIES                                                   |            |         
|                                                              |            |         
|Current                                                       |            |         
|Accounts payable                                              | $          | 9,854   
|                                                              |            |         
|SHAREHOLDERS (DEFICIENCY) EQUITY                             |            |         
|                                                              |            |         
|Share Capital                                                 |            |         
|Authorized:                                                   |            |         
|100,000,000 common shares with a par
      value of $0.001    |            |         
|per share                                                     |            |         
|100,000,000 preferred shares with
      a par value of $0.001 |            |         
|per share                                                     |            |         
|                                                              |            |         
|Issued:                                                       |            |         
|9,620,000 common
      shares at January 31, 2004 and         |            |         
|2003                                                          |            | 9,620   
|                                                              |            |         
|Additional paid-in capital                                    |            | 87,780  
|                                                              |            |         
|Deficit Accumulated During the Exploration Stage              |            | (101,411
|                                                              |            | (4,011  
|                                                              |            |         
|                                                              | $          | 5,843   

---

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

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT (Stated in U.S. Dollars)

|                                                   |   |             |            |   |           | INCEPTION
|-------------------------------------------------- | - | ----------- | ---------- | - | --------- | ---------
|                                                   |   |             |            |   |           | DECEMBER 
|                                                   |   |             |            |   |           | 21       
|                                                   |   | YEARS ENDED | 2001 TO   
|                                                   |   | JANUARY 31  | JANUARY 31
|                                                   |   | 2004        |            |   | 2003      | 2004     
|                                                   |   |             |            |   |           |          
|Expenses                                           |   |             |            |   |           |          
|Mineral property acquisition
      and exploration |   |             |            |   |           |          
|expenditures                                       | $ | 8,333       |            | $ | 4,824     |          
|Office and sundry                                  |   | 1,447       |            |   | 1,577     |          
|Rent                                               |   | 600         |            |   | 585       |          
|Professional fees                                  |   | 15,205      |            |   | 48,273    |          
|Transfer agent fees                                |   | 1,005       |            |   | 1,435     |          
|Consulting fees                                    |   | 4,800       |            |   | 2,000     |          
|                                                   |   |             |            |   |           |          
|Net Loss For The Year                              |   | 31,390      |            |   | 58,694    |          
|                                                   |   |             |            |   |           |          
|Deficit Accumulated During The Exploration         |   |             |            |   |           |          
|Stage, Beginning Of Year                           |   | 70,021      |            |   | 11,327    |          
|                                                   |   |             |            |   |           |          
|Deficit Accumulated During The                     |   |             |            |   |           |          
|Exploration Stage, End Of
      Year               | $ | 101,411     |            | $ | 70,021    |          
|                                                   |   |             |            |   |           |          
|Net Loss Per Share                                 | $ | 0.01        |            | $ | 0.01      |          
|                                                   |   |             |            |   |           |          
|Weighted Average Number Of Shares                  |   |             |            |   |           |          
|Outstanding                                        |   | 9,620,000   |            |   | 9,620,000 |          

---

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in U.S. Dollars)

|                                         |   |             |   |            |         |   |          
|---------------------------------------- | - | ----------- | - | ---------- | ------- | - | ---------
|                                         |   |             |   |            |         |   | INCEPTION
|                                         |   |             |   |            |         |   | DECEMBER 
|                                         |   |             |   |            |         |   | 21       
|                                         |   | YEARS ENDED |   | 2001 TO   
|                                         |   | JANUARY 31  |   | JANUARY 31
|                                         |   | 2004        |   |            | 2003    |   | 2004     
|                                         |   |             |   |            |         |   |          
|Cash Flows From Operating Activities     |   |             |   |            |         |   |          
|Net loss for the year                    | $ | (31,390     | ) | $          | (58,694 | ) | $        
|                                         |   |             |   |            |         |   |          
|Adjustments To Reconcile Net Loss To Net |   |             |   |            |         |   |          
|Cash Used By Operating Activities        |   |             |   |            |         |   |          
|Change in accounts payable               |   | 8,931       |   |            | (5,154  | ) |          
|                                         |   | (22,459     | ) |            | (63,848 | ) |          
|                                         |   |             |   |            |         |   |          
|Cash Flows From Financing Activity       |   |             |   |            |         |   |          
|Issue of share capital                   |   | -           |   |            | -       |   |          
|                                         |   |             |   |            |         |   |          
|Increase (Decrease) In Cash              |   | (22,459     | ) |            | (63,848 | ) |          
|                                         |   |             |   |            |         |   |          
|Cash, Beginning Of Year                  |   | 28,302      |   |            | 92,150  |   |          
|                                         |   |             |   |            |         |   |          
|Cash, End Of Year                        | $ | 5,843       |   | $          | 28,302  |   | $        

---

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

CONSOLIDATED STATEMENT OF STOCKHOLDERS (DEFICIENCY)
  EQUITY

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

|                                 |              | DEFICIT     |         |             |            |      
|-------------------------------- | ------------ | ----------- | ------- | ----------- | ---------- | -----
|                                 | COMMON STOCK | ACCUMULATED |         |             |            |      
|                                 | NUMBER OF    |             |         | ADDITIONAL  | DURING THE |      
|                                 | COMMON       | PAR         | PAID IN | EXPLORATION |            |      
|                                 | SHARES       | VALUE       | CAPITAL | STAGE       |            | TOTAL
|                                 |              |             |         |             |            |      
|Shares issued for cash at $0.001 | 5,000,000    | $           | 5,000   | $           | -          | $    
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Shares issued for cash at $0.02  | 4,620,000    |             | 4,620   |             | 87,780     |      
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Net loss for the period          | -            |             | -       |             | -          |      
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Balance, January 31, 2002        | 9,620,000    |             | 9,620   |             | 87,780     |      
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Net loss for the year            | -            |             | -       |             | -          |      
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Balance, January 31, 2003        | 9,620,000    |             | 9,620   |             | 87,780     |      
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Net loss for the year            | -            |             | -       |             | -          |      
|                                 |              |             |         |             |            |      
|                                 |              |             |         |             |            |      
|Balance, January 31, 2004        | 9,620,000    | $           | 9,620   | $           | 87,780     | $    

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2004 AND 2003 (Stated in U.S. Dollars)

|1. | OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Organization
      The Company was incorporated in the State of Nevada,
        U.S.A., on December 21, 2001.
      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.
        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.
      As shown in the accompanying consolidated financial
        statements, the Company has incurred a net loss of $101,411 for the period
        from December 21, 2001 (inception) to January 31, 2004, and has no sales.
        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 common stock. 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.

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJANUARY 31, 2004 AND 2003 (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) Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements include
      the accounts of the Company and its wholly-owned Canadian subsidiary, Delbrook
      Mining Corp.                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b) Mineral Property Payments and Exploration
      Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company expenses all costs related to the
      maintenance and exploration of mineral claims in which it has secured exploration
      rights prior to establishment of proven and probable reserves. To date,
      the Company has not established the commercial feasibility of its exploration
      prospects, therefore, all costs are being expensed.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c) Joint Venture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Companys exploration
        activity will be conducted jointly with another party and, accordingly,
        the Company will only account for its proportionate interest in such activity.                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d) Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The preparation of consolidated
        financial statements in conformity with generally accepted accounting
        principles requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities, and disclosure
        of contingent assets and liabilities at the date of the consolidated financial
        statements, and the reported amounts of revenues and expenses for the
        reporting period. Actual results could differ from these estimates.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | e) Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Companys functional
        currency is the U.S. dollar. Transactions in foreign currency are translated
        into U.S. dollars as follows:                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |  | i) monetary items at the rate prevailing
      at the balance sheet date;
      ii) non-monetary items at the historical exchange rate;
      iii) revenue and expense at the average rate in effect during the applicable
      accounting period.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2004 AND 2003 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | f) Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has adopted
        Statement of Financial Accounting Standards No. 109 Accounting
        for Income taxes (SFAS 109). This standard requires the use of an
        asset and liability approach for financial accounting, and reporting on
        income taxes. If it is more likely than not that some portion or all of
        a deferred tax asset will not be realized, a valuation allowance is recognized.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | g) Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Loss per share is calculated
        using the weighted average number of common shares outstanding during
        the period.                                                                                                                                                                                                                                                                                                     

|3. | MINERAL PROPERTY INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | By an agreement dated December 28, 2001, as amended,
        the Company acquired a 75% interest in the Cinema Claims located in British
        Columbia, Canada, in consideration of $2,300.
      Concurrently with the execution of this agreement, the
        Company entered into a joint venture agreement with the vendor of the
        property. The joint venture agreement requires the Company to expend an
        initial $13,000 on the property by April 15, 2003 with all further expenditures
        split 75% for the Company and 25% for their joint venture partner.
      The Company has elected not to continue in the joint
        venture with the vendor of the property and, as at December 31, 2003,
        no longer has an interest in the mineral claims.

|4. | SUBSEQUENT EVENTS              
|-- | -------------------------------
|   |                                
|   | Subsequent to January 31, 2004:
|   |                                
|   | a)                             
|   |                                
|   | b)                             

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2004 AND 2003 (Stated in U.S. Dollars)

|4. | SUBSEQUENT EVENTS (Continued)
|-- | -----------------------------
|   |                              
|   | c)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | d)                           
|   |                              
|   |                              

---

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2004 AND 2003 (Stated in U.S. Dollars)

|4. | SUBSEQUENT EVENTS (Continued)
|-- | -----------------------------
|   |                              
|   |                              
|   |                              
|   | e)                           
|   |                              
|   | f)                           
|   |                              
|   | g)                           
|   |                              
|   | h)                           
|   |                              
|   | i)                           
|   |                              
|   | j)                           
|   |                              
|   | k)                           

---

21

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

We have had no disagreements with our independent auditors on accounting or financial disclosures.

ITEM 8A. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness
  of the design and operation of our disclosure controls and procedures within
  the 90 days prior to the filing date of this report. This evaluation was carried
  out under the supervision and with the participation of our Chief Executive
  Officer and Chief Financial Officer, Mr. Chris Dyakowski. Based upon that evaluation,
  our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to us required to be included in our periodic SEC filings.
  There have been no significant changes in our internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date we carried out our evaluation.

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

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officer and director and his age as of January 31, 2004, is
  as follows:

|Name           | Age | Title                                       
|-------------- | --- | --------------------------------------------
|               |     |                                             
|Peter Schulhof | 42  | President, Treasurer, Secretary and Director

Set forth below is a brief description of the background and
  business experience of our sole executive officer and director as of January
  31, 2004:

Mr. Peter Schulhof was our president, secretary and treasurer
  and our sole member of our board of directors. Mr. Schulhof was appointed to
  the positions of president, treasurer and secretary on December 21, 2001 and
  he resigned from all of such positions as of March 4, 2004.

From 1981 to 1993 Mr. Schulhof owned and operated PVS Automotive
  Inc., an automotive service centre for European automobiles. In the late 1980s,
  Mr. Schulhof concentrated his business activities in investment real estate.
  Since 1987, Mr. Schulhof has been the president and director of Spectro International
  Trade Limited, a real estate investment company. At Spectro Mr. Schulhof's responsibilities
  consist primarily of inspecting and reviewing real estate properties, including
  multi-family developments, for development and investment potential.

Our executive officers and directors as of April 27, 2004,
  and their respective ages as of such date are as follows:

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|Name            | Age | Title                                          
|--------------- | --- | -----------------------------------------------
|                |     |                                                
|Chris Dyakowski | 52  | President, Chief Executive Officer,            
|                |     | Chief Financial Officer, Secretary and Director
|                |     |                                                
|Ken Hicks       | 44  | Vice President (Exploration) and Director      

Set forth below is a brief description of the background and
  business experience of our executive officers and directors as of April 27,
  2004:

Mr. Dyakowski became 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.

Mr. Hicks became 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.

Term of Office

Our Directors are appointed for a one-year term to hold office
  until the next annual general meeting of our shareholders or until removed from
  office in accordance with our bylaws. Our officers are appointed by our board
  of directors and hold office until removed by the board.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive
  officers and directors, and persons who beneficially own more than ten percent
  of the Company's equity securities, to file reports of ownership and changes
  in ownership with the Securities and Exchange Commission. Officers, directors
  and greater than ten percent shareholders are required by SEC regulation to
  furnish the Company with copies of all Section 16(a) forms they file. Based
  on its review of the copies of such forms received by it, the Company believes
  that during the fiscal year ended January 31, 2004 all such filing requirements
  applicable to its officers and directors were complied with.

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ITEM 10. EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned
  by, or paid to our executive officers by any person for all services rendered
  in all capacities to us for the three fiscal years ended January 31, 2004.

We did not pay any officer or director any compensation for
  the two years ended January 31, 2004.

|Name and
      Principal
      Position                            | Annual Compensation | Long-Term Compensation | All Other
      Compensation
|------------------------------------------------------------------ | ------------------- | ---------------------- | ----------------------------
|                                                                   | Year                | Annual
      Salary    | Bonus                       
|Peter Schulhof, Former President and Chief
      Executive Officer | 2004 2003 2002      | 0 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
      March 4, 2004 we have appointed Mr. Dyakowski as our President, Chief Executive
      Officer, Chief Financial Officer and Secretary and as a director for a term
      of one year. 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 1, 2004 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$6,000 per month and, upon commencement of exploration activities on
      our newly acquired mineral properties in the Republic of Argentina, to issue
      to Mr. Hicks 200,000 shares of our common stock and pay to Mr. Hicks $35,000.
      Mr. Hicks is required to devote substantially all of his time to our business.

Stock Option Grants

We did not grant any stock options to the executive officers
  during our most recent fiscal year ended January 31, 2004.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for
  Officers, Directors and Employees, that applies to all of our officers, directors
  and employees. The Code of Ethics is filed as an exhibit to this Report on Form
  10-KSB.

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of January 31,
  2004 by: (i) each person (including any group) known to us to own more than
  five percent (5%) of any class of our voting securities, (ii) each of our directors,
  and (iii) officers and directors as a group. Unless otherwise indicated, the
  shareholders listed possess sole voting and investment power with respect to
  the shares shown.

|Name and Address of Beneficial Owner                                   | Shares of Common Stock | Percent of Class
|---------------------------------------------------------------------- | ---------------------- | ----------------
|Peter Schulhof 4625 Willow Creek Road West Vancouver, BC V7W
      1C3 | 15,000,000(1)          | 51.98%          
|All officers and directors, after completion of the Acquisitions(1)    | 15,000,000             | 51.98%          

Based on 28,860,000 shares of our common stock issued and
  outstanding as of January 31, 2004 (adjusted for the two-for-one stock dividend
  paid on March 17, 2004).

The following table reflects the ownership as of April 27,
  2004:

|Name and Address of Beneficial Owner                             | Shares of Common Stock | Percent of Class
|---------------------------------------------------------------- | ---------------------- | ----------------
|Chris Dyakowski 3750 West 49 thAve Vancouver, BC
      V6N 3T8   | 5,000,000              | 24.9%           
|Ken Hicks 1234 Doran Road North Vancouver, BC V7K 1M7            | Nil(1)                 | N/A             
|All officers and directors, after completion of the Acquisitions | 5,000,000              | 24.9%           

(1)Pursuant to Mr. Hicks Consulting Agreement,
  upon commencement of exploration activities on our mineral properties in the
  Republic of Argentina, Mr. Hicks will be issued 200,000 shares of our common
  stock.

Except as otherwise noted, it is believed that all persons
  have full voting and investment power with respect to the shares indicated.
  Under the rules of the Securities and Exchange Commission, a person (or group
  of persons) is deemed to be a beneficial owner of a security if he or she, directly
  or indirectly, has or shares the power to vote or to direct the voting of such
  security, or the power to dispose of or to direct the disposition of such security.
  Accordingly, more than one person may be deemed to be a beneficial owner of
  the same security. A person is also deemed to be a beneficial owner of any security,
  which that person has the right to acquire within 60 days, such as options or
  warrants to purchase our Common Stock.

Change In Control

On March 4, 2004, we issued a total of 5,000,000 shares of
  our common stock to Christopher Dyakowski pursuant to the terms of a Mineral
  Property Acquisition Agreement and a Share Purchase Agreement both dated February
  24, 2004. As a condition to the Mineral Property Acquisition Agreement and the
  Share Purchase Agreement, Peter Schulhof, our former President agreed to return
  to treasury for cancellation 13,800,000 shares of common stock without

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compensation. These shares were returned to treasury on March
  10, 2004, resulting in a change of control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, none of the following parties has
  in the last two fiscal years had any material interest, direct or indirect,
  in any transaction with us or in any presently proposed transaction that has
  or will materially affect us:

| | - Any of our directors or officers;
      - Any person proposed as a nominee for election as a director;
      - Any person who beneficially owns, directly or indirectly, shares
      carrying more than 10% of the voting rights attached to our outstanding
      shares of common stock;
      - Any of our promoters; or
      - Any relative or spouse of any of the foregoing persons who has the
      same house as such person.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 $450,000 as follows:


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

| | We have the right to repurchase on half of the Pinguino Royalty for $1,000,000
      and all of the Pinguino Royalty for $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

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- 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 5,000,000
        of the shares are to be returned to our treasury and title to the Properties
        shall be transferred to Mr. Dyakowski;
- upon our incurring exploration expenditures of at least
        $100,000 on the Properties, 1,000,000 of the Shares are to be released
        from escrow and delivered to Mr. Dyakowski and, in the event that our
        geologist determines that (i) the Dyakowski Property no longer has merit
        following such exploration expenditures, 2,000,000 Shares shall be returned
        to our treasury and title to the Dyakowski Property shall be transferred
        to Mr. Dyakowski and/or (ii) the SCRN Property no longer has merit following
        such exploration expenditures, 1,000,000 Shares shall be returned to our
        treasury and title to the SCRN Property shall be transferred to Mr. Dyakowski;
- upon our incurring exploration expenditures of at least
        $500,000 on the Properties, an additional 1,000,000 of the Shares are
        to be released from escrow and delivered to Dyakowski and, in the event
        that our geologist determines that (i) the Dyakowski Property no longer
        has merit following such exploration expenditures, 1,500,000 Shares shall
        be returned to our treasury and title to the Dyakowski Property shall
        be transferred to Mr. Dyakowski and/or (ii) the SCRN Property no longer
        has merit following such exploration expenditures, 1,500,000 Shares shall
        be returned to our treasury and title to the SCRN Property shall be transferred
        to Mr. Dyakowski; and
- upon our incurring exploration expenditures of at least
        $1,000,000 on the Properties, an additional 1,000,000 of the 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,
            an additional 1,000,000 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, 1,000,000
            Shares shall be returned to our treasury and title to the Dyakowski
            Property shall be transferred 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, an
            additional 1,000,000 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, 1,000,000 Shares
            shall be returned to our treasury and title to the SCRN Property shall
            be transferred to Mr. Dyakowski.
- 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,
            an additional 1,000,000 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, 1,000,000
            Shares shall be returned to our treasury and title to the Dyakowski
            Property shall be transferred 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, an
            additional 1,000,000 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, 1,000,000 Shares
            shall be returned to our treasury and title to the SCRN Property shall
            be transferred to Mr. Dyakowski.

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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 $1,000,000 and all of the San Telmo Royalty
      for $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.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

|EXHIBIT |                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER  | DESCRIPTION                                                                                                                                           
|        |                                                                                                                                                       
|3.01    | Articles of Incorporation of the Registrant (1)                                                                                                       
|3.02    | By-laws of the Registrant (1)                                                                                                                         
|3.03    | Certificate of Designation of Series A Convertible
      Preferred Stock                                                                              
|10.1    | Mineral Property Option Agreement dated February 24, 2004 between the
      Registrant and Chris Dyakowski(2)                                         
|10.2    | Mineral Property Acquisition Agreement dated February 24, 2004 between
      the Registrant and Chris Dyakowski(2)                                    
|10.3    | Share Purchase Agreement dated February 24, 2004 between the Registrant
      and Chris Dyakowski(2)                                                  
|10.4    | Mineral Property Acquisition Agreement dated February 20, 2004 between
      the Registrant and San Telmo Energy Ltd.(2)                              
|10.5    | Mineral Property Acquisition Agreement dated February 20, 2004 between
      the Registrant and Storm Cat Energy Corp.(2)                             
|10.6    | Consulting Agreement with Ken Hicks, dated as
      of February 11, 2004                                                                              
|10.7    | Management Agreement with Christopher Dyakowski,
      dated as of March 4, 2004                                                                      
|31.1    | Certification of Principal Executive Officer
        and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002
|32.1    | Certification Pursuant to 18 U.S.C. Section
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                          
|99.1    | Code of Ethics and Business Conduct of Officers,
      Directors and Employees                                                                        

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28

| | (1) Filed as an Exhibit to our Registration Statement on Form
      SB-2 (file no. 333-84164)(2) Filed as an Exhibit to Form
      8-K dated as of March 4, 2004.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

REPORTS ON FORM 8-K

None.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the Registrant has duly caused this Report to be signed on its behalf by the
  undersigned, thereunto duly authorized, on April 30, 2004.

| | ARGENTEX MINING CORPORATION
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            
| |                            

Pursuant to the requirements of the Securities Exchange Act
  of 1934, as amended, this Report has been signed below by the following persons
  on the dates indicated.

|Signature                     | Title                               | Date          
|----------------------------- | ----------------------------------- | --------------
|/s/ Christopher Ian Dyakowski | President, Chief Executive Officer, | April 30, 2004
|Christopher Ian Dyakowski     | Chief Financial Officer, Secretary  |               
|                              | and Director (Principal Executive,  |               
|                              | Financial and Accounting Officer)   |               
|/s/ Ken Hicks                 | Vice President (Exploration) and    | April 30, 2004
|Ken Hicks                     | Director                            |               

---