**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM 10-QSB**

**X**Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
period ended September 30, 2002.

____Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from ______ to ______.

**AGRONIX, INC.**

(Exact name of registrant as specified in its charter)

|Florida                                        | 0-15893                  | 13-4025362                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File
Number) | (IRS Employer Identification
Number)

|1666 West 75th Avenue

Vancouver, B.C., Canada | V6P 6G2   
|---------------------------------------------- | ----------
|(Address of principal executive offices)       | (Zip Code)

Registrant's telephone number, including area code:  (604) 714-1606

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes. X  No...

Applicable only to issuers involved in bankruptcy proceedings during the past five years.

Check whether the issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court.  Yes .....  No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  At September 30, 2002, there were 19,328,074 shares outstanding.

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



PART 1 - FINANCIAL  INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS ****

**AGRONIX, INC.**

**(A Development Stage Company)**

**SEPTEMBER 30, 2002**

**CONTENTS**

|**********INTERIM CONSOLIDATED FINANCIAL STATEMENTS** | 
|----------------------------------------------------- | 
|Consolidated Balance Sheets                           | 
|Interim Consolidated Statements of Operations         | 
|Interim Consolidated Statements of Cash Flows         | 
|Notes to Interim Consolidated Financial Statements    | 



**AGRONIX, INC.******

**(A Development Stage Company)******

**CONSOLIDATED BALANCE SHEETS**

(Expressed in U.S. Dollars)

**ASSETS**

|                                    | **September
30**    | ******December
31**
|----------------------------------- | ------------------- | -------------------
|                                    | **2002**            | ******2001**       
|                                    | (Unaudited)         |                    
|**CURRENT**                         |                     |                    
|Cash                                | $105,921            | $100,610           
|Receivables                         | 6,007               | 1,071              
|Prepaid expenses and deposits       | 17,527              | 4,087              
|                                    | 129,455             | 105,768            
|**FIXED ASSETS**(Note 3)            | 9,751               | 9,998              
|**INVESTMENT IN AND ADVANCES TO**   |                     |                    
|**3884171 CANADA INC.**(Note 4)**** | ********149,721**** | ********143,017    
|                                    | $288,927            | $258,783           

**LIABILITIES AND STOCKHOLDERS' EQUITY**

|**CURRENT LIABILITIES**                  |          |        
|---------------------------------------- | -------- | -------
|Accounts payable and accrued liabilities | $129,418 | $28,786
|Due to related parties (Note 5)          | 70,360   | 69,870 
|                                         | 199,778  | 98,656 



|**STOCKHOLDERS' EQUITY**  |  | 
|------------------------- |  | 
|**CAPITAL STOCK**(Note 6) |  | 
|**Authorized:**           |  | 

50,000,000 common shares with a par value of $0.001 per share

10,000,000 preferred shares with a par value of $0.001 per share

|**Issued and outstanding:**                             |                         |                    
|------------------------------------------------------- | ----------------------- | -------------------
|20,324,581 (2001: 19,328,074 after giving effect to 2:1 |                         |                    
|stock split) common shares                              | 10,604                  | 9,664              
|Additional paid in capital                              | 2,572,093               | 1,836,286          
|****                                                    | 2,582,697               | 1,845,950          
|**DEFICIT ACCUMULATED DURING THE**                      | ********                | ********           
|**DEVELOPMENT STAGE**                                   | ********(2,493,548)**** | ********(1,685,823)
|****                                                    | 89,149                  | 160,127            
|                                                        | $288,927                | $258,783           

Continuance of operations (Note 1)

Commitments (Note 8)

See accompanying notes to the interim consolidated financial statements.

**AGRONIX, INC.******

**(A Development Stage Company)******

**INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS**

******(Expressed in U.S. Dollars)**

**(Unaudited)**

******
******Cumulative**
********
********
********
************
******From Inception**
**For the Nine**
**For the Nine**
**For the Three**
**For the Three********(Jan 20, 2000)**
**Months Ended**
**Months Ended**
**Months Ended**
**Months Ended****to September 30**
**September 30**
**September 30**
**September 30**
**September 30****2002**
******2002**
******2001**
******2002**
******2001****INTEREST INCOME**
$2,764
$338
$1,075
$136
$174**EXPENSES**Stock based compensation
677,900
200,900
228,550
-
111,300Consulting fees
854,931
343,117
379,701
52,442
281,739Depreciation
15,521
14,310
674
13,196
297Office and general
87,069
32,820
26,831
8,346
7,808Professional fees
161,164
49,920
39,086
8,845
9,242Rent
32,255
11,824
10,973
3,537
3,836Research and development
441,186
52,503
-
1,263
-Salaries and benefits
29,400
29,400
-
29,400
-Shareholder communications
21,845
14,486
2,968
11,484
1,841Travel and promotion
175,041
58,783
42,011
44,077
13,0102,496,312
808,063
730,794
172,590
429,073**NET LOSS**before the following
(2,493,548)
(807,725)
(729,719)
(172,454)
(428,899)Equity loss in 3884171 Canada Inc.
-
-
(20,000)
-
-**NET LOSS FOR THE PERIOD**
**$(2,493,548)**
**$(807,725)**
**$(749,719)**
**$(172,454)**
**$(428,899)******
****
********
********
********
************Weighted average common
****
********
********
********
********shares outstanding

****19,778,109****
********16,201,608****
********20,184,915
****17,909,086********
********
********
****
****
****Basic loss per share

****$(0.04)****
********$(0.05)****
********$(0.01)****
********$(0.02)

See accompanying notes to the interim consolidated financial statements.

**AGRONIX, INC.**

**(A Development Stage Company)**

**INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS**

(Expressed in U.S. Dollars)

(Unaudited)

****
******Cumulative**
********
**********From Inception**
**For the Nine**
**For the Nine****(January 20, 2000)**
**Months Ended**
**Months Ended****to September 30**
**September 30**
**September 30****2002******
******2002******
******2001****Cash derived from (applied to):****OPERATING ACTIVITIES**
********
********
********Net Loss
$(2,493,548)
$(807,725)
$(749,719)Depreciation
15,521
14,310
674Research and development expenses paidthrough issuance of common shares (Note 7)
383,856
-
-Stock based compensation
677,900
200,900
228,550Equity loss in 3884171 Canada Inc.
-
-
20,000Wages paid through the issuance of common shares
4,500
4,500
-Rent paid through issuance of common shares
20,472
10,363
6,386Consulting and legal fees paid though theissuance of common shares
307,910
258,695
250,339Non-cash office and general expenses
490
490
-Change in non-cash working capitalReceivables
(6,007)
(4,936)
352Prepaid expense and deposits
(17,527)
(13,440)
-Payables and accruals
116,316
100,632
2,583(990,117)
(236,211)
(240,835)**FINANCING ACTIVITIES**Advances under a credit facility with a companywith director in common, net of repayments
69,870
-
63,410Advances from (to) shareholder
(14,267)
-
(13,601)Shares issued or subscribed for cash
1,215,428
262,289
251,3331,271,031
262,289
301,142**INVESTING ACTIVITIES**Acquisition of fixed assets
(25,272)
(14,063)
(4,114)Investment in and advances to 3884171 Canada Inc.
(149,721)
(6,704)
(104,556)(174,993)
(20,767)
(108,670)****Increase (decrease) in cash
105,921
5,311
(48,363)**Cash,** beginning of period
-
100,610
95,040**Cash,** end of period
$105,921
$105,921
$46,677**Supplemental cash flow information:**Shares issued for research and development
$383,856
$-
$-Stock based compensation
$677,900
$200,900
$228,550Shares issued for rent
$20,472
$10,363
$6,386Shares issued for consulting and legal services
$307,909
$258,695
$250,339Shares issued for wages
$4,500
$4,500
$-See accompanying notes to the interim consolidated financial statements.



**AGRONIX, INC****.******

**(A Development Stage Company)******

**NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

(Unaudited)

**SEPTEMBER 30, 2002**

**1.****OPERATIONS AND GOING CONCERN**

The company was incorporated under the laws of Florida, U.S.A. on May 6, 1996 as RCA Trading
Co.  The company changed its name to Agronix, Inc. on June 18, 2001.

Pursuant to a share exchange agreement entered into on October 16, 2000 and closed on March 26,
2001, between the shareholders of the Agronix and shareholders of a private Company, American
Waste Recovery, Inc. ("AWR"), the Company purchased all of the outstanding shares of AWR.
AWR was incorporated under the laws of Nevada, U.S.A. on January 20, 2000 as American Bio
Recovery, Inc.; on January 26, 2000, its name was changed to American Waste Recovery, Inc.  The
consideration for this acquisition was the issuance by the company of 6,622,250 common shares.

As a result of this transaction, AWR has become a wholly-owned subsidiary of Agronix and the
former shareholders of AWR in turn became owners of the majority of the issued and outstanding
shares of Agronix.  Since the former shareholders of AWR have acquired control of Agronix through
this transaction, it is considered a reverse acquisition and these financial statements are presented
from the perspective of AWR (the accounting parent in this transaction).  These financial statements
present the consolidated results of operations from AWR's date of incorporation (January 20, 2000)
to September 30, 2002 including the results of operations of Agronix since March 26, 2001.

Agronix has focused its activities on the development of its acquired technologies for commercial
use, for identifying prime international locations to build commercial plants, and forming strategic
alliances for the implementation of its global business plan.  No significant revenues have been
realized and planned principal operations have not yet commenced.  Agronix is engaged in the
acquisition and development of technologies that convert organic residues into agricultural products
such as growth substrates, organic fertilizers, soil amendments and chemical commodities for
agriculture and industry use.

These financial statements have been prepared on the basis of accounting principles applicable to a
going concern which assumes that the Company will continue to operate for the foreseeable future
and will be able to realize its assets and discharge its liabilities in the normal course of operations.
The Company's continued existence is dependent upon its ability to raise additional capital and to
ultimately achieve profitable operations.  It is management's intention to pursue market acceptance
for its product and identify funding sources until such time that there is sufficient operating cash
flow to fund operating requirements.

If the going concern assumptions were not appropriate for these financial statements, then
adjustments would be necessary in the carrying values of assets and liabilities, the reported expenses
and the balance sheet classifications used.

**2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**UNAUDITED INTERIM FINANCIAL STATEMENTS**

****These accompanying unaudited interim consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information and conforms
with instructions to Form 10-QSB of Regulation S-B.  They may not include all information and
footnotes required by generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material changes in the information disclosed
in the notes to the financial statements for the year ended December 31, 2001 included in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission.  The interim
unaudited financial statements should be read in conjunction with those financial statements included
in the Form 10-KSB.  In the opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.  Operating results for
the nine months ended September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002.

**CONSOLIDATION**

These consolidated financial statements are presented in U.S. dollars in accordance with accounting
principles generally accepted in the United States of America and include the accounts of the company
and its wholly-owned subsidiary, AWR.

**ACCOUNTING FOR STOCK OPTIONS**

In October 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation ("SFAS"), which
requires entities to calculate the fair value of stock awards granted to employees.  This statement
provides entities with the option of electing either to expense the fair value of employee stock-based
compensation or to continue to recognize compensation expense under previously existing accounting
pronouncements set out in APB 25 and to provide pro-forma disclosures of net earnings (loss) and, if
presented, earnings (loss) per share, as if the above-referenced fair value method of accounting was used
in determining compensation expense.

The company has elected to account for stock-based employee and director compensation arrangements
in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees ("APB No. 25").

Stock options issued to non-employees are recorded at the fair value of the services received or at the
fair value of the options issued, whichever is more reliably measurable.  Compensation is charged to
expense over the shorter of the term of service or the vesting period.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded
options and warrants which have no vesting restrictions and are fully transferable.  In addition, option
valuation models require the input of highly subjective assumptions, including the expected stock price
volatility.

The Company has also adopted the provisions of the Financial Accounting Standards Board
Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25 ("FIN 44"), which provides guidance as to certain applications
of APB 25.  FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

**FIXED ASSETS**

Fixed assets are recorded at cost less accumulated depreciation.  Depreciation is recorded on the
straight-line method at the following rates:Office equipment
20	%
straight lineComputer equipment
30	%
straight lineComputer software
50	%
straight line**INVESTMENTS**

****	The company uses the equity method to account for investments in companies such as 3884171 Canada
Inc. and other business ventures over which it exercises significant influence.

**TECHNOLOGY**

The company capitalizes the acquisition costs of technologies when their technological feasibility has
been established; otherwise such costs are charged to operations.

**RESEARCH AND DEVELOPMENT**

The Company records all research and development costs in accordance with SFAS 2 "Accounting for
Research and Development Costs".  As such, all research and development costs are expensed as they
are incurred, until such time as the research and development outcome is proven for commercial use,
at which time the costs are capitalized and amortized.

**LONG-LIVED ASSETS**

The company monitors the recoverability of long-lived assets, including fixed assets and its investments
in and advances to 3884171 Canada Inc., based on estimates using factors such as current market value,
future asset utilization, and future undiscounted cash flows expected to result from its investment use
of the related assets.  The company's policy is to record any impairment loss in the period when it is
determined that the carrying amount of the asset may not be recoverable.  Any impairment loss is
calculated as the excess of the carrying value over estimated realizable value.**LOSS PER SHARE**

The company follows SFAS No. 128 to calculate earnings loss per share.  Basic loss per share is
computed using the weighed effect of all common shares issued and outstanding.  Fully diluted earnings
per share has not been presented as the effect on basic earnings per share is anti-dilutive.

Prior period loss per share have been restated to reflect the two-for-one stock split which occurred on
January 9, 2002.

**USE OF ESTIMATES**

In preparing financial statements in conformity with accounting principles accepted in the United States
of America, management is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial
statements for the reporting period.  Actual results may differ from those estimates.

**FOREIGN CURRENCY TRANSLATION**

The financial statements are presented in United States dollars.  In accordance with Statement of
Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates
which prevailed at the balance sheet date.  Revenue and expenses are translated at average rates of
exchange during the period.  Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included
in results of operations.

**RECENT ACCOUNTING PRONOUNCEMENTS**

SFAS 141 & 142

On July 20, 2001, the FASB issued SFAS 141, Business Combinations, and SFAS 142, Goodwill and
Intangible Assets.  SFAS 142 is effective for fiscal years beginning after December 15, 2001; however,
certain provisions of this statement apply to goodwill and other intangible assets acquired between July
1, 2001 and the effective date of SFAS 142.  Major provisions of these statements and their effective
dates for the company are as follows:

a) all business combinations initiated after June 30, 2001 must use the purchase method of accounting.
The pooling of interest method of accounting is prohibited except for transactions initiated before July
1, 2001.

b) intangible assets acquired in a business combination must be recorded separately from goodwill if
they arise from contractual or other legal rights or are separable from the acquired entity and can be sold,
transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or
liability.	c) effective January 1, 2002, goodwill and intangible assets with indefinite lives will be tested for
impairment annually and whenever there is an impairment indicator.

d) all acquired goodwill must be assigned to reporting units for purposes of impairment testing and
segment reporting.

SFAS 143 & 144

In July, 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations.  This
statement addresses financial accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs.  This statement applies to all entities.
It applies to legal obligations associated with the retirement of long-lived assets that result from the
acquisition, construction, development and (or) the normal operation of a long-lived asset, except for
certain obligations of lessees.  This statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002.

In August 2001, the FASB 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 and supersedes FASB Statement No. 121, Accounting for the Impairment
of Long-Lived Assets to be Disposed Of.  The provisions of the statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001.

The adoption of SFAS 141, 142, 143 & 144 has not had a material effect on the financing position of
the Company, or the results of its operations.

**3.	FIXED ASSETS**

****
********
********
******Net**
******Net******
********
******Accumulated**
******June 30**
******December 31******
******Cost**
******Amortization**
******2002**
******2001**Office equipment
$5,521
$971
$4,550
$1,039Computer equipment
6,644
1,934
4,710
1,776Computer software
973
482
491
67Option to purchase land
12,135
12,135
-
7,116$25,273
$15,522
$9,751
$9,998**4.	INVESTMENT IN AND ADVANCES TO 3884171 CANADA INC.**

Pursuant to an agreement dated March 26, 2001 entered into by the Company and Bio-Max Inc.
("Bio-Max") (a Quebec City, Canada based developer of organic waste processing plants), a
subsidiary (3884171 Canada Inc. ("Newco")) was created in which the Company owns 20% of the
issued and outstanding common shares and Bio-Max owns 80% of the issued and outstanding
common shares.  Newco has been established to further the development and commercialization
of Bio-Max's "Robo II" technology into Agronix/Bio-Max "Robo III" technology [Agronix
Bio-Conversion Reactor System (BCR)] using Agronix intellectual property rights and proprietary
bio-conversion formulae.

Under the terms of the agreement:

(a) Bio-Max contributed $80 Cdn and the Robo III technology as its capital contribution for an 80%
interest in Newco.  The Company contributed $20 Cdn and its technical process improvements, its
intellectual property rights and proprietary bio-conversion formulae as its capital contribution for a 20%
interest in Newco with a option to purchase a further 30% of Newco for $1,500,000 CAD.  Should the
Company exercise this option, it would be a 50/50 partner with Bio-Max in Newco.

(b) The Company and Bio-Max have given each other a right of first refusal to match any offer to
purchase any shares of Newco owned by each of them.

(c) Agronix has the non-exclusive world licensing rights for Robo III from Newco with the exception
of the Francophone countries.

(d) Agronix has advanced $229,000 CAD to Newco which has completed Robo III engineering and the
Bio-Conversion Reactor System (BCR) to be licensed or sold for commercial plant operations
throughout the world.

**5.	DUE TO RELATED PARTIES**

****
********
******September 30**
******December 31************2002**
******2001**Revolving credit facility with a shareholder, unsecured, non-interestbearing, principal due on December 31, 2002
$7,000
$7,000Demand loan from a company controlled by a shareholder- unsecured, principal in the amount of $100,000 Cdn; 12%annum simple interest; interest payable monthly; repayableon demand or on December 31, 2002
63,360
62,870$70,360
$69,870****	Included in accounts payable is $10,794 (2001 - $5,130) of interest accrued in connection with the
demand loan.  Subsequent to September 30, 2002 the company has paid the interest.

Subsequent to September 30, 2002, the company paid $13,000 towards demand loan principal and fully
repaid the revolving credit facility of $7,000

**6.	CAPITAL STOCK**

On June 11, 2001 the Company amended its Articles of Incorporation to change the authorized
number of shares from 20,000,000 common shares to 25,000,000 and the authorized number of
preferred shares from 5,000,000 to 10,000,000.

On January 9, 2002, the company amended its outstanding number of common shares to reflect a
two-for-one split.  As a result, the 9,720,997 issued and outstanding shares as of that date changed to a
total of 19,441,994 issued and outstanding shares. In addition, the company amended its Articles of
Incorporation to change the authorized number of shares from 25,000,000  to 50,000,000 common
shares.  The Company has retroactively reflected this two-for-one split in these financial statements.

**STOCK OPTIONS**

The following table summarizes information about outstanding and exercisable share options at
September 30, 2002:**Options Outstanding**
**Options Exercisable****************Average**
**Weighted**
****
**Weighted****************Remaining**
**Average**
****
**Average************Excercise**
**Contractual**
**Excercise**
****
**Excercise****Number**
****
**Price**
**Life**
**Price**
**Number**
**Price****Outstanding**
**Grant Date**
**Per Share**
**(In Years)**
**Per Share**
**Exercisable**
**Per Share******840,000****
********01/27/00****
********$0.25
****3.33
****$0.25
****840,000
****$0.25400,000
01/28/00
0.25
3.33
0.25
400,000
0.25300,000
02/17/00
0.25
3.39
0.25
300,000
0.25500,000
08/04/00
0.25
3.52
0.25
500,000
0.25150,000
10/30/00
0.34
4.08
0.34
150,000
0.34400,000
01/17/01
0.50
3.30
0.50
400,000
0.5080,000
07/03/01
0.50
4.76
0.50
80,000
0.501,000,000
07/09/01
0.25
3.78
0.25
1,000,000
0.25200,000
02/22/02
0.50
0.40
0.50
200,000
0.503,000,000
08/15/02
1.00
5.92
1.00
1,000,000
1.006,870,000



$0.60
4,870,000
$0.44

Summary of share option activity and information concerning options at September 30, 2002:

****
****Nine Months Ended
Year Ended**September 30, 2002**
******December 31, 2001**Balance, beginning of period
3,670,000
2,340,000Granted
3,200,000
1,530,000Cancelled
-
(200,000)Balance, end of period
6,870,000
3,670,000

During the first quarter of 2002, the Company granted options to purchase 200,000 shares of the
Company's common stock to certain consultants at a price of $0.50 per share for a period of one year.
Compensation expense of  $200,900 related to these options has been recorded.  The fair value of
these consultant stock options was estimated at the grant date using the Black-Scholes option-pricing
model applying the market value per share and the risk-free interest rate in effect at the grant date,
zero volatility, and an expected life of one year.  The volatility was determined to be zero as at the
grant date as there was not yet an established market for trading in shares of the Company's common
stock.

During the third quarter of 2002, the Company granted options to purchase 3,000,000 shares of the
Company's common stock to the Company's CEO at a price of $1.00 per share for a period of six years.
One third of these options vest immediately, one third will vest upon the completion of five years of
service and one third when the Company's share capital reaches $100 million.  The Company accounts
for stock options granted to directors and employees in accordance with the provisions of APB Opinion
No. 25, Accounting for Stock Options Issued to Employees. No intrinsic value compensation expense
will be recorded upon vesting of these options in accordance with the provisions of APB No. 25 as the
exercise price of the options awarded exceeded the market price of the Company's common shares as
at the date of the award.  Had compensation cost for the granting of these options been determined in
accordance with the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, based on
the fair value method using the Black-Scholes option-pricing model applying the market value per share
and the risk-free interest rate in effect at the grant date, 222% volatility, and an expected life of six years,
the Company  would record $250,000 of additional compensation expense relating to the vesting of one
third of these options and the  pro forma net loss and pro forma net loss per share would be as follows:

****
********
******Nine Months
Ended**
******Nine Months
Ended************September 30,
2002**
******September 30,
2001****Net loss:**Actual net loss
$(807,725)
$(749,719)Proforma net loss
$(1,057,725)
$(814,969)**Loss per share:**Actual net loss per share
$(0.04)
$(0.05)Proforma net loss per share
$(0.05)
$(0.05)Weighted average shares outstanding
19,778,109
16,201,608The Black-Scholes option valuation model was developed for use in estimating the fair value of
traded options and warrants which have no vesting restrictions and are fully transferable.  In addition,
option valuation models require the input of highly subjective asumptions, including the expected
stock price volatility.  Because the company's employee stock options and warrants have
characteristics significantly different from traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimates, in management's opinion, the
existing models do not necessarily provide a reliable measure of the fair value of its employee stock
options.

On March 1, 2002,  the Company approved a stock option plan whereby 3 million shares will be
available to compensate some of the company's key contributing consultants and allow the company to
retain and hire qualified personnel.

**PERFORMANCE SHARES**

On January 27, 2000, 1,000,000 post-split performance shares were issued into escrow for the
Company's President and C.E.O.  For each $0.25 of cumulative cash flow generated by the company
from its operations, two performance shares will be released from escrow.  All shares remain in escrow
at September 30, 2002 and are not included in common shares issued and outstanding.

On September 1, 2002, the Company and its President agreed to transfer these shares to a consultant
under the same terms and conditions.  (Refer to Note 8.)

**7.	RESEARCH AND DEVELOPMENT**

During 2000, AWR acquired certain soil and organic matter expertise and intellectual property from
an unrelated organic residue consultant based in Ottawa, Canada for $150,000.  The consideration
for this acquisition was 300,000 post-split AWR common shares issued at an estimate of their fair
value of U.S.$0.50 per share. This research and development acquired has yet to be proven
commercially and its cost of acquisition was expensed.

During 2001, 220,000 post-split Agronix shares were issued at an estimate of their fair value of $0.50
Cdn per share to three separate parties with soil science and engineering expertise.  The shares were
consideration for engineering activity which was required to advance the design of the BCIR system to
the point that it meets specific functional, manufacturing and economic requirements.

A further 500,000 post-split shares were issued during 2001 at an estimate of their fair value of $0.50
Cdn per share to three separate parties with soil science and engineering expertise.  The shares were
consideration for routine, on-going efforts to refine, enrich, and otherwise improve upon the qualities
of the existing BCR system, and the engineering follow-through to commercial production.

The company has incurred research and development expenses as follows:

****
******Cumulative**
******For the**
******For the****From Inception**
**Nine Month**
**Nine Month****(January 20, 2000)**
**Period Ended**
**Period Ended****to September 30**
**September 30**
**September 30****2002**
******2002**
******2001**Acqusition of organic matter expertise and intellectualproperty
$150,000
$-
$-Technical development of BCR System
219,730
52,503
-Technical development of BCIR System
71,456
-
-$441,186
$52,503
$-**8.	COMMITMENTS**

**Collaborative Research and Development Agreement**

The Company has consolidated its research and development activities at Carleton University in Ottawa,
Canada where, pursuant to an agreement dated July 17, 2001, it has committed to fund research being
carried out by Carleton University for a period of five years ending April 30, 2005.  The company will
own any new technologies and/or intellectual property arising out of these research and development
activities.  The company has committed to contributing  approximately $90,000 per year in cash for five
years and $1,725,000 in kind to further research and development in this area.  To date the Company has
incurred $75,980 Cdn for research and development and $7,594 Cdn of accrued interest.

**Licensing Agreement**

The Company has entered into a licensing agreement with a private U.K. registered Company whereby
the Company has committed to provide exclusive rights to introduce the Company's technology
throughout Europe. Due to non-performance, the licensing agreement has been dissolved effective
September 25, 2002.

**Consulting Agreements**

On September 1, 2002, the Company  entered into a consulting agreement whereby the Company  agreed
to pay a minimum of $10,000 Cdn. per month for a period of 36 months.  In addition, the Company and
its former President have agreed to transfer the 1,000,000 performance shares held in escrow at
September 30, 2002 to the consultants.

The Company has entered into certain consulting agreements whereby the Company has committed
to issue a total of 10,500 shares per month to consultants for each month of service provided subject
to monthly renewals.  In addition the Company has committed to issue an additional 10,000 shares
per month in exchange for consulting services to December 31, 2002.

The Company has entered into a renewable one-year premises lease whereby the Company has
committed to issue 2,300 shares per month in exchange for rental payments.

**Executive Employment Agreement**

The Company has entered into an executive employment agreement effective August 14, 2002 whereby
the Company has agreed to pay $20,000 per month to its C.E.O for a period of sixty months.  The
Company may issue up to 20,000 shares in lieu of salary any months where the funds are not available.
The Company may pay up to four months salary on termination, and may pay medical and dental
benefits for a period not to exceed the term of the agreement.

**Option to purchase land**

The Company acquired an option to purchase a 73 acre parcel of land in the Fraser Valley region of
British Columbia, Canada, on which it intended to construct its initial pilot plant in Western Canada.
The option has expired and the previously capitalized option payments have been expensed.

**9.	INCOME TAXES**

At September 30, 2002, the company has net operating losses carried forward of approximately
$1,700,000 that may be offset against future taxable income to 2020.  No future tax benefit has been
recorded in the financial statements, as the company believes that it is more likely than not that the
carryforwards will expire unused between the 2018 and 2022 taxation years.  Accordingly, the
potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same
amount.

**10.  RELATED PARTY TRANSACTIONS**

During the nine month period ended September 30, 2002, the company paid $67,606 in salary and
consulting fees to its president and C.E.O. including cash payments of $63,106 and 10,000 common
shares valued at $4,500.  The Company also paid $290,167 to certain officers and other shareholders
as consulting fees comprised of cash payments of $50,579 and 374,500 common shares valued at
$239,588.

**11.  SUBSEQUENT EVENTS**

During October 2002, the company sold 450,000 shares at a price of  (US$0.34) per share for
proceeds of $153,000.

**ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

The following discussion contains certain statements that may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that refer to expectations, projections or other characterization of future events or
circumstances, and especially those which include variations of the words "believes," "intends,"
"estimates," "anticipates," "expects," "plans," or similar words or variations thereof, are likely to
be forward-looking statements, and as such, are likely to concern matters involving risk,
uncertainty, unpredictability and other factors that could materially and adversely affect the
outcome or results indicated by or inferred from the statements themselves. Therefore, the reader
is advised that the following discussion should be considered in light of the discussion of risks
and other factors contained in this Form 10QSB and in the Company's other filings with the
Securities and Exchange Commission, and that no statements contained in the following
discussion or in this Form 10QSB should be construed as a guarantee or assurance of future
performance or future results.

**Introduction**

During the second quarter 2001, the Company held a special shareholders' meeting, which approved
a name, change from RCA Trading Co. d.b.a. American Waste Recovery, Inc. to Agronix, Inc. This
name change complements the market/industry in which the Company does business. At that time,
the number of authorized shares of common stock of the Company was voted to be increased from
10,000,000 to 25,000,000, and 10,000,000 shares of preferred stock were also authorized. In January
2002, in conjunction with a 2:1 forward split of its issued and outstanding common stock, the
Company increased its authorized common stock from 25,000,000 to 50,000,000 shares.

**Plan of Operations**

Agronix, Inc. is in the business of acquiring and developing technologies that convert organic wastes
(animal manure, sewage sludge, bio-solids, produce processing waste, etc.) into agricultural products
such as growth substrates, organic fertilizer, soil amendments and other value added agri-products.
The Company is also engaged in the business of developing a technology that is used to recover
chemical commodities from organic waste for a wide variety of industries such as agriculture, food,
oil & gas, paper, clothing and pharmaceuticals. The Company's Bio-Conversion Reactor System
(BCR System) is now fully engineered and ready to enter the market. The Company has located 3
permitted locations in North America and Europe to launch its first plant; Montreal Quebec, Ireland
and Massachusetts.

The Company remains in the development stage and does not have an established source of revenue
sufficient to cover its operating costs. As of September 30, 2002, the Company had cash on hand of
$ 105,921, which is not sufficient to allow it to pay its operating expenses and carry out its plan of
operation for the next twelve months. Therefore, it is the Company's intention to seek additional
financing through private and public placements of its common stock and to seek commercial
alliances and begin production where market opportunities exist.

The Company experienced a net loss of $172,454 for the third quarter and a net loss of $807,725 for
the nine months ended September 30, 2002, compared with losses of $428,899 and $749,719 for the
same periods of the previous fiscal year.   The loss for the 3 month period ending September 30,
2002 is approximately $250,000 less then the loss for the same period of 2001.  The difference is
primarily due to stock-based compensation and consulting fees that weren't realized in 2002.  For
the 9 months ended September 30, 2002 the loss exceeded the same period in 2001 by approximately
$50,000 and is related to R&D costs.

Pursuant to an agreement entered into by the Company and BIOMAX Inc., a Canadian Company
located in Quebec City (a developer of automated organic waste processing plants), the Company
and Biomax have created a subsidiary 3884171 Canada Inc. ("Newco") to further develop and
commercialize Biomax's "Robo III" technology by combining the Robo III technology with the
Agronix proprietary technology.  In exchange for its technology contribution, Biomax has an 80%
interest in Newco, and for its cash contribution to date of $229,000 CAD, intellectual property and
proprietary soil science expertise Agronix has received exclusive licensing rights and a 20% equity
interest. Agronix has the right to purchase a further 30% equity interest over the next 3 years for
$1,500,000 CAD.

Agronix is actively involved in negotiations to joint venture Bio-Conversion Reactor System (BCR)
plants in the following jurisdictions:

USA - Florida, New Jersey, New Hampshire, Washington State, Massachusetts

Europe - Geneva, Switzerland (Greater Regional District), Germany

Canada - Bromont, Quebec and Lethbridge, Alberta;

Additionally, the Company is presently negotiating with a large feed and plant nutrient supplier with
operations in the US and Canada to secure take-out contracts for Agronix's BCR plant organic
fertilizers and growth substrates.

Furthermore, an organic product producer and retail distributor in Quebec, Canada is negotiating
with Agronix for East Coast US distribution of the BCR organic fertilizers and growth substrates.

The Company has entered into discussions with the Farm Credit Corporation (FCC) of Canada to
provide 75% financing for plants to be constructed in Canada, but there is no assurance that this
funding will be available.  100% financing is available through the FCC provided the company
partners with members of the Agriculture community.

The Company has its research and development activities at Carleton University in Ottawa where
its has committed to fund research being carried out by Carleton University for a period of 5 years.
The Company will own any new technologies and/or intellectual property arising out of these
research and development activities.

During the third quarter the company moved forward significantly by signing agreements with
British Columbia Bio-Ventures and Peter Drummond.  BC Bio-Ventures will provide the company
with all logistical aspects for product marketing and plant development as it relates the BCR & BCIR
Systems.  Peter Drummond has been appointed the new CEO and Chairman of the company.  His
extensive background in the waste and composting industry combined with his international contacts
will provide the company with valuable access to a wide range of government programs.  His
primary duties will include that of corporate finance, strategic planning and technology licensing.

Subsequent to the end of the third quarter the company entered into an agreement with OBIC
(Ottawa Biotechnology Incubation Center).  Agronix was selected as one of five companies to utilize
these world-class facilities.  All companies invited to this facility where selected on the basis of
making significant advances in their related field of expertise.  The OBIC lab allows Agronix to
develop new products, do growing trials and maintain quality control of products produced in
Agronix plants.  This is a 3-year agreement.

The Company is listed for trading on the OTC Bulletin Board under the symbol "AGNI."

******ITEM 3.	CONTROLS AND PROCEDURES**

The Company's Chief Executive Officer and Chief Financial Officer (or those persons performing
similar functions), after evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934,
as amended) as of a date within 90 days before the filing date of this quarterly report (the "Evaluation
Date"), have concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective to ensure the timely collection, evaluation and disclosure of information
relating to the Company that would potentially be subject to disclosure under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. There
were no significant changes in the Company's internal controls or in other factors that could
significantly affect the internal controls subsequent to the Evaluation Date.

**PART II**

**ITEM 1.  LEGAL PROCEEDINGS**

None.****

**ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS**

During the quarter ended September 30, 2002, the Company sold a total of 398,500 shares that were
not registered under the Securities Act of 1933. A total of 300,000 of such shares were sold for cash.
 The total offering price for such shares was $150,000 and the Company paid no underwriting
discounts or commissions.  The shares sold for cash were sold in reliance upon the safe harbor
provisions of Regulation S, adopted under the Securities Act of 1933, for offers and sales that occur
outside the United States.  The shares were sold on various dates between July 1, 2002 and August
20, 2002, to persons who subscribed for purchase of such shares pursuant to the terms of an offering
memorandum dated April 30, 2002.

A total of  98,400 of the unregistered shares sold during the quarter were issued to consultants and
others as compensation for services.  A total of 18,300 of such shares were issued at an assigned
value of $0.25 per share, 42,800 of such shares were issued at an assigned value of $0.15 per share,
22,800 were issued at an assigned value of $0.29 per share, and the remaining 14,500 shares were
issued at an assigned value of $0.45 per share.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

******ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.**

(a)	Exhibits 99.1 and 99.2**,** CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES- OXLEY ACT OF 2002**,**are filed herewith.****

(b)	No reports on Form 8-K were filed during the quarter ended September 30, 2002.

****

**SIGNATURES**

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

**AGRONIX, INC.**



By:/S/ PETER DRUMMOND

Peter Drummond,Chairman and Chief Executive Officer



By: /S/ BRIAN HAUFF

Brian Hauff, President, Chief Financial Officer and a Director



By:/S/ HENRI  DINEL

Henri Dinel, Vice President and a Director

By:/S/ PETER J. BARNETT

Peter J. Barnett, Director



Date: November 14, 2002

Exhibit 99.1
AGRONIX, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,Peter S. Drummond, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Agronix, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant's ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002
By: /S/ PETER S. DRUMMOND

Peter S. Drummond, Chairman and Chief Executive Officer

Exhibit 99.2
AGRONIX, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,Brian Hauff, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Agronix., Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant's ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002
By:/S/ BRIAN HAUFF

Brian Hauff, Chief Financial Officer and Director**