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

                                 ---------------
                                   FORM 10-QSB
                                 ---------------

                                   (Mark One)

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934.

                      For the quarter ended March 31, 2006

|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

              For the transition period from ________ to __________

                        Commission File Number: 000-30790

                                  AGRONIX, INC.
        (Exact name of small business issuer as specified in its charter)

                Florida                              65-0664961
      (State or other jurisdiction of      (IRS Employee Identification No.)
       incorporation or organization)

   c/o American Union Securities 100 Wall Street 15th Floor New York, NY 10005
                    (Address of principal executive offices)

                                 (212) 232-0120
                          (Issuer's telephone number)

                    1008-510 West Hastings Street, Vancouver,
            BC, Canada (Former name, former address and former fiscal
                       year, if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                                            Yes |X| No |_|


Indicate  by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                                            Yes |_| No |X|


State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 18, 2006: 100,000,000 shares of common stock.


--------------------------------------------------------------------------------
<PAGE>

                                  AGRONIX, INC.
                              INDEX TO FORM 10-QSB

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                                1
     ITEM 1. FINANCIAL INFORMATION                                            1
     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       10
     ITEM 3. CONTROLS AND PROCEDURES                                         13
PART II - OTHER INFORMATION                                                  13
     ITEM 1. LEGAL PROCEEDINGS                                               13
     ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS     13
     ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                 13
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             13
     ITEM 5. OTHER INFORMATION                                               13
     ITEM 6. EXHIBITS AND REDPORTS OF FORM 8-K                               13
SIGNATURES                                                                   14





                                        i

<PAGE>
                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

BASIS OF PRESENTATION

The accompanying  reviewed financial statements are presented in accordance with
generally accepted accounting  principles for interim financial  information and
the  instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
occurring  accruals)  considered  necessary  in  order  to  make  the  financial
statements not misleading,  have been included.  Operating results for the three
months ended March 31, 2006 are not  necessarily  indicative of results that may
be expected for the year ending December 31, 2006. The financial  statements are
presented on the accrual basis.




--------------------------------------------------------------------------------






                                       ii
<PAGE>
                                  AGRONIX, INC.


                          (A Development Stage Company)

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2006









                                      iii
<PAGE>

                                  AGRONIX, INC.
                          (A Development Stage Company)

                                 MARCH 31, 2006

                                    CONTENTS





                                                                    Page

 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   Condensed Consolidated Balance Sheets                             1

   Condensed Consolidated Statements of Operations                   2

   Condensed Consolidated Statements of Cash Flows                   3

   Notes to Condensed Consolidated Financial Statements            4 - 10








                                       iv
<PAGE>

                                  AGRONIX, INC.
                          (A Development Stage Company)




                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                 March 31          December 31
                                                                                     2006                 2005
                                                                              (Unaudited)
<S>                                                                  <C>                  <C>
CURRENT
   Cash                                                              $              5,827  $             4,371
   Receivables                                                                      1,981               11,102
   Prepaid expenses and deposits                                                    6,141                6,179
                                                                     --------------------  -------------------
                                                                                   13,949               21,652

EQUIPMENT, net of depreciation of $8,741 (December 31, 2005 - $8,653)                 350                  438
                                                                     --------------------  -------------------

                                                                     $             14,299  $            22,090
                                                                     ====================  ===================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                          $            642,260  $           684,478
   Due to related party                                                            63,440               63,440
                                                                     --------------------  -------------------

                                                                                  705,700              747,918
                                                                     --------------------  -------------------
Commitments

STOCKHOLDERS' DEFICIT
CAPITAL STOCK
Authorized:
    100,000,000 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:
   45,188,044 common shares                                                        45,188               45,188
   Additional paid-in capital                                                   6,407,211            6,407,211
DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE                                                              (7,143,800)          (7,178,227)
                                                                     --------------------  -------------------
                                                                                 (691,401)            (725,828)
                                                                     --------------------  -------------------

                                                                     $             14,299  $            22,090
                                                                     ====================  ===================
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                        1
<PAGE>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          Cumulative
                                                      From Inception            For the Three            For the Three
                                               (January 20, 2000) to             Months Ended             Months Ended
                                                            March 31                 March 31                 March 31
                                                                2006                     2006                     2005
<S>                                          <C>                     <C>                          <C>
INTEREST INCOME                              $                 3,959  $                     2  $                     6
                                             -----------------------  -----------------------  -----------------------

EXPENSES
   Consulting and management fees                          4,369,997                   45,108                  155,347
   Depreciation                                               24,342                       88                       75
   General and administrative                                379,734                    9,023                   13,028
   Loss on sale of equipment                                   2,549                        -                        -
   Professional fees                                         382,358                    6,318                   13,230
   Rent                                                       69,532                        -                        -
   Research and development                                1,174,542                        -                        -
   Salaries and benefits                                     174,919                        -                        -
   Shareholder communications                                106,475                      990                    1,789
   Travel and promotion                                      409,112                        -                    2,788
                                             -----------------------  -----------------------  -----------------------
                                                           7,093,560                   61,527                  186,257
                                             -----------------------  -----------------------  -----------------------
LOSS BEFORE THE FOLLOWING                                 (7,089,601)                 (61,525)                (186,251)
   Loss on impairment of investment in
   and advances to 3884171 Canada Inc.                      (150,151)                       -                        -
   Gain on settlement of debt                                 95,952                   95,952                        -
                                             -----------------------  -----------------------  -----------------------

NET INCOME (LOSS)                            $            (7,143,800) $                34,427  $              (186,251)
                                             =======================  =======================  =======================

Basic and diluted income (loss) per share                             $                     -  $                 (0.01)
                                                                      =======================  =======================

Weighted average number of common shares
 outstanding, basic and diluted                                                    45,188,000               38,751,000
                                                                      =======================  =======================

</TABLE>
   See accompanying notes to the condensed consolidated financial statements.


                                       2
<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Cumulative Results
                                                                 of Operations From
                                                                          Inception         For the Three         For the Three
                                                                 (January 20, 2000)          Months Ended          Months Ended
                                                                        to March 31              March 31              March 31
                                                                               2006                  2006                  2005
                                                               --------------------  --------------------  --------------------
<S>                                                            <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                              $         (7,143,800) $             34,427 $            (186,251)
Adjustments to reconcile net loss to net cash used in
  operating activities
Depreciation                                                                 24,342                    88                    75
Loss on sale of equipment                                                     2,549                     -                     -
Non-cash research and development                                           779,856                     -                     -
Stock based compensation                                                  1,316,248                     -                     -
Impairment of investment in 3884171 Canada Inc.                             149,722                     -                     -
Impairment of Terralift deposit                                              50,000                     -                     -
Wages paid through the issuance of common shares                             70,320                     -                     -
Rent paid through issuance of common shares                                  23,209                     -                     -
Gain on settlement of debt                                                  (95,952)              (95,952)                    -
Settlement of debt through issuance of common shares                         45,711                     -                     -
Consulting, management and professional fees paid
     through the issuance of common shares                                2,151,306                     -               122,082
Change in operating assets and liabilities:
     Receivables                                                             (1,981)                9,121                 3,601
     Prepaid expense and deposits                                          (176,822)                   38                     -
     Accounts payable and accrued liabilities                               774,781                53,734                54,156
                                                               --------------------  --------------------  --------------------
NET CASH USED IN OPERATING ACTIVITES                                     (2,030,511)                1,456                (6,337)
                                                               --------------------  --------------------  --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment                                                    (28,266)                    -                     -
Proceeds on sale of equipment                                                 1,028                     -                     -
Deposit on acquisition of Terralift Ireland Ltd.                            (50,000)                    -                     -

Investment in and advances to 3884171 Canada Inc.                          (149,722)                    -                     -
                                                               --------------------  --------------------  --------------------
NET CASH USED IN INVESTTING ACTIVITES                                      (226,960)                    -                     -
                                                               --------------------  --------------------  --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances under a credit facility with a company

     with director in common, net of repayments                              63,440                     -                     -
Advances to shareholder                                                     (14,267)                    -                     -
Shares issued for cash, net of shares subscribed                          2,214,125                     -                     -
                                                               --------------------  --------------------  --------------------
NET CASH PROVIDED BY FINANCING ACTIVITES                                  2,263,298                     -                     -
                                                               --------------------  --------------------  --------------------
Net increase (decrease) in cash                                               5,827                 1,456                (6,337)
Cash, beginning of the year                                                       -                 4,371                 7,181
                                                               --------------------  --------------------  --------------------
Cash, end of the year                                          $              5,827  $              5,827  $                844
                                                               ====================  ====================  ====================
Supplemental cash flow information and non-cash investing
activities:
Shares issued for research and development                     $            779,856  $                  -  $                  -
                                                               ====================  ====================  ====================
Shares issued for rent                                         $             23,209  $                  -  $                  -
                                                               ====================  ====================  ====================
Shares issued for settlement of debt                           $            111,270  $                  -  $                  -
                                                               ====================  ====================  ====================
Shares issued for consulting, management and legal services    $          2,139,301  $                  -  $             27,755
                                                               ====================  ====================  ====================
Shares issued for wages                                        $             70,320  $                  -  $                  -
                                                               ====================  ====================  ====================
Cash paid for:
                  Interest                                     $                  -  $                  -  $                  -
                                                               ====================  ====================  ====================
                  Income taxes                                 $                  -  $                  -  $                  -
                                                               ====================  ====================  ====================
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>
                                  AGRONIX, INC.
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)



1.   NATURE OF OPERATIONS AND BASIS OF PRESENTATION

     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.
     ("Agronix" or the "Company") on June 18, 2001.

     Agronix is engaged in the acquisition,  development and  implementation  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.  Agronix has focused its
     activities on the development of its acquired  technologies  for commercial
     use, identifying prime international  locations to build commercial plants,
     and forming  strategic  alliances in order to implement its global business
     plan.  To date,  no  revenues  have been  realized  and  planned  principal
     operations have not commenced.

     These consolidated  financial statements have been prepared on the basis of
     a  going  concern,   which  contemplates  the  realization  of  assets  and
     satisfaction of liabilities in the normal course of operations. The Company
     has not  generated any revenues and has incurred  substantial  losses since
     inception and further losses are anticipated. At March 31, 2006 the Company
     had a working  capital  deficiency of $691,751 and a capital  deficiency of
     $691,401.  Accordingly,  these  factors raise  substantial  doubt as to the
     Company's ability to continue as a going concern.  The Company's ability to
     continue  as a going  concern  is  dependent  upon  its  ability  to  raise
     additional capital and to ultimately achieve profitable  operations.  It is
     management's  intention  to continue to pursue  market  acceptance  for its
     technological  processes  and to identify  funding  sources until such time
     that  there  is   sufficient   operating   cash  flow  to  fund   operating
     requirements.  Refer to Note 8 -  Subsequent  event.  If the going  concern
     assumptions   were  not  appropriate  for  these   consolidated   financial
     statements,  then adjustments  would be necessary to 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 have been
     no  material  changes  in the  information  disclosed  in the  notes to the
     financial  statements  for the year ended December 31, 2005 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 three months ended March 31, 2006
     are not necessarily  indicative of the results that may be expected for the
     year ending December 31, 2006.

     Consolidation

     These  consolidated  financial  statements  are  presented in U.S.  dollars
     unless otherwise  stated,  have been prepared in accordance with accounting
     principles  generally accepted in the United States of America and includes
     the accounts of the Company and its wholly-owned subsidiary, AWR.

     Use of Estimates

     In preparing financial statements in conformity with accounting  principles
     generally 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 reported amounts of revenues and expenses during
     the reporting periods. Actual results may differ from those estimates.

     Cash and Cash Equivalents

     The Company considers all highly liquid  instruments with maturity of three
     months or less at the time of issuance to be cash equivalents.

     Equipment

     Equipment is recorded at cost less accumulated  depreciation.  Depreciation
     is provided using the straight-line method over the estimated economic life
     of the  assets at the  following  annual  rates:  Office  equipment  - 20%;
     Computer equipment - 30%.


                                       4
<PAGE>
                                  AGRONIX, INC.
                          (A Development Stage Company)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (Unaudited)



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Income and Loss Per Share

     The Company  computes income and loss per share in accordance with SFAS No.
     128,  "Earnings per Share" which  requires  presentation  of both basic and
     diluted  earnings  per share on the face of the  statement  of  operations.
     Basic  income and loss per share is computed by dividing net income or loss
     available  to  common  shareholders  by  the  weighted  average  number  of
     outstanding  common shares during the period.  Diluted  income and loss per
     share gives  effect to all dilutive  potential  common  shares  outstanding
     during the period  including stock options using the treasury stock method.
     Dilutive  loss per share  excludes  all  potential  common  shares if their
     effect is  anti-dilutive.  During the three  months  ended March 31,  2005,
     potentially dilutive securities of 2,790,000 were excluded from the diluted
     loss per share computation because their effect was anti-dilutive.

     Stock-based Compensation

     The Company has a  stock-based  compensation  plan (Note 5),  whereby stock
     options  are  granted  in  accordance   with  the  policies  of  regulatory
     authorities.

     Prior to January 1, 2006,  the Company  accounted  for  stock-based  awards
     under the recognition and measurement  provisions of Accounting  Principles
     Board Opinion  ("APB") No. 25,  "Accounting  for Stock Issued to Employees"
     using the intrinsic  value method of accounting,  under which  compensation
     expense was only recognized if the exercise price of the Company's employee
     stock options was less than the market price of the underlying common stock
     on the date of grant.  Effective  January 1, 2006, the Company  adopted the
     fair value recognition  provisions of SFAS No. 123R "Share Based Payments",
     using the modified  prospective  transition  method.  Under that transition
     method,  compensation  cost  is  recognized  for all  share-based  payments
     granted  prior to, but not yet  vested as of January 1, 2006,  based on the
     grant date fair value estimated in accordance with the original  provisions
     of SFAS No. 123, and compensation cost for all share-based payments granted
     subsequent to January 1, 2006, based on the grant-date fair value estimated
     in accordance  with the provisions of SFAS 123R.  Results for prior periods
     have not been  restated.  There was no change to the  Company  income  from
     operations for the period ended March 31, 2006, than if it had continued to
     account for share-based compensation under APB No. 25.

     All transactions in which goods or services are the consideration  received
     for the issuance of equity  instruments are accounted for based on the fair
     value  of the  consideration  received  or the  fair  value  of the  equity
     instrument   issued,   whichever  is  more  reliably   measurable.   Equity
     instruments  issued to employees  and the cost of the services  received as
     consideration  are measured and  recognized  based on the fair value of the
     equity instruments issued.

     The following table  illustrates the effect on net loss per share as if the
     fair value  method had been  applied to all  outstanding  and vested  stock
     option awards in the prior period.
<TABLE>
<CAPTION>
                                                                                    2005
                                                                               -------------
<S>                                                                                <C>
    Net loss, as reported                                                      $    (186,251)

    Add: Stock-based compensation expense included in reported net loss,
    net of related tax effects                                                             -

    Deduct:  Total stock-based compensation expense determined  under
    fair value based method for all awards, net of related tax effects                     -
                                                                               -------------
    Pro-forma net loss                                                         $    (186,251)
                                                                               -------------
    Loss per share:

      Basic and Diluted - as reported                                          $       (0.01)
                                                                               -------------
      Basic and Diluted - pro-forma                                            $       (0.01)
                                                                               -------------
</TABLE>

                                        5
<PAGE>
                                  AGRONIX, INC.
                          (A Development Stage Company)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (Unaudited)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Research and Development

     The Company records all research and  development  costs in accordance with
     SFAS No. 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.  To date the
     Company has not capitalized any development costs.

     Long-Lived Assets

     The Company monitors the  recoverability  of long-lived  assets,  including
     property and  equipment,  based on estimates  using factors such as current
     market value, future asset utilization,  and future undiscounted cash flows
     expected to result from its  investment or 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.

     Foreign Currency Translation

     The  consolidated  financial  statements  are  presented  in United  States
     dollars.  In accordance with SFAS 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.  Non-monetary  assets and  liabilities
     are translated at the transaction 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.  During the three months ended March 31,
     2006, foreign exchange gains of $2,409 (2005 - $3,102) were included in the
     statement of operations.

     Income Taxes

     The Company utilizes the liability method of accounting for income taxes as
     set  forth in SFAS No.  109,  "Accounting  for  Income  Taxes".  Under  the
     liability  method,  deferred  taxes are  determined  based on the temporary
     differences  between the  financial  statement  and tax bases of assets and
     liabilities using enacted tax rates. A valuation allowance is recorded when
     it is more likely than not that some of the deferred tax assets will not be
     realized.

     Financial Instruments

     The fair  values  of cash,  receivables,  deposits,  accounts  payable  and
     accrued  liabilities  and amounts due to related  party were  estimated  to
     approximate  their  carrying  values  due to the  immediate  or  short-term
     maturity  of these  financial  instruments.  The Company is  currently  not
     exposed to any significant credit or interest risk.

     Recent Accounting Pronouncements

     In July 2005,  the FASB issued SFAS No.  154,  "Accounting  for Changes and
     Error  Corrections - A Replacement of APB Opinion No. 20 and FASB Statement
     No.  3".  Under the  provisions  of SFAS No.  154,  a  voluntary  change in
     accounting  principle  requires  retrospective  application to prior period
     financial  statements,  unless it is  impracticable to determine either the
     period-specific effects or the cumulative effect of the change. A change in
     depreciation,   amortization,   or   depletion   method   for   long-lived,
     nonfinancial  assets  must  be  accounted  for as a  change  in  accounting
     estimate  effected  by a  change  in  accounting  principle.  The  guidance
     contained  in APB No.  20 for  reporting  the  correction  of an  error  in
     previously issued financial  statements and a change in accounting estimate
     was not changed.  The Company will  implement  this new standard  beginning
     January 1, 2006.  The  adoption  of this  standard  did not have a material
     effect on the Company's results of operations or financial position.

     The FASB has issued SFAS No. 155 "Accounting  for Certain Hybrid  Financial
     Instruments - an amendment of FASB  Statements No. 133 and 140" and No. 156
     "Accounting  for  Servicing  of  Financial  Assets - an  amendment  of FASB
     Statement  No.  140",  but  they  will not have a  material  effect  in the
     Company's results of operations or financial position.

     The FASB has also  issued  SFAS No.  155  "Accounting  for  Certain  Hybrid
     Financial  Instruments"  and SFAS No.  156  "Accounting  for  Servicing  of
     Financial  Assets",  but  they  will  not  have  any  relationship  to  the
     operations of the Company.  Therefore a description and its impact for each
     on the Company's operations and financial position have not been disclosed.


                                       6
<PAGE>
                                  AGRONIX, INC.
                          (A Development Stage Company)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (Unaudited)


3.  DUE TO RELATED PARTY
<TABLE>
<CAPTION>
<S>                                                                                   <C>              <C>
                                                                                        March 31,      December 31,
                                                                                             2006              2005
     Demand loan from a company controlled by a director - unsecured, principal
           in the amount of $63,440; 12% per annum
     simple interest;
          interest payable monthly; repayable on demand or on December 31, 2005         $  63,440        $   63,440
                                                                                        ---------        ----------
</TABLE>
     At December  31,  2005,  $24,705 was owed for  interest and was included in
     accounts  payable and accrued  liabilities.  During the three  months ended
     March 31, 2006, the Company entered into an agreement  whereby the interest
     owing was  forgiven.  On February  20,  2006,  the Company  entered into an
     agreement  to settle  all  amounts  owing for  principal  and  interest  in
     consideration for CDN$100,000. Repayment of the loan has also been extended
     until June 30, 2006 and interest is no longer accruing on the loan.

4.   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.  On October 27, 2004,  the
     Company increased its authorized number of common shares from 50,000,000 to
     100,000,000 shares.

     Effective  April  21,  2005,  the  Company  filed a Form  S-8  Registration
     Statement in connection  with a 2005 Stock Incentive Plan (the "2005 Plan")
     allowing  for the direct  award of shares or granting of options to acquire
     shares up to a total of 30,000,000 shares. On October 16, 2005, the Company
     resolved to cancel the  remaining  shares from the 2005 Plan program  dated
     April 21, 2005, and issue a new Employee Stock Incentive plan for 5,000,000
     S-8 shares.

     Stock Options and Warrants

     During 2003 the Company  entered into a five year  non-exclusive  financial
     services  consulting  agreement.   In  consideration  the  Company  granted
     2,000,000 common stock purchase  warrants  entitling the holder to purchase
     restricted  shares of the Company's common stock for a period of five years
     as follows:  500,000 shares at $0.40 per share; 500,000 shares at $0.75 per
     share;  500,000 shares at $1.00 per share;  and 500,000 shares at $1.50 per
     share. The warrants vest as follows:  500,000  effective  November 30, 2003
     and 500,000 at the end of each of the six, twelve and eighteen months.  The
     fair value of these  warrants of $355,000  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 of 3%,
     expected  volatility of 188% and an expected  life of five years.  The fair
     value of these  warrants was  recorded as a consulting  fee upon vesting of
     the warrants,  of which $88,750 was expensed to December 31, 2003, $177,500
     to December 31, 2004 and a further  $88,750 at December 31, 2005.  At March
     31, 2006 1,250,000 warrants were outstanding.

     The  following  table   summarizes   information   about   outstanding  and
     exercisable share options at March 31, 2006:

               Options Outstanding and Exercisable
                                                      Average      Weighted
                                                    Remaining       Average
                                        Exercise  Contractual      Exercise
              Number                       Price         Life         Price
         Outstanding    Grant Date     Per Share   (In Years)     Per Share
        ------------  ------------  ------------ ------------  ------------
             500,000      08/04/00  $       0.50         0.02  $       0.50
             150,000      10/30/00          0.67         0.58          0.67
             400,000      01/17/01          1.00         0.80          1.00
              80,000      07/03/01          1.00         0.93          1.00
              20,000      02/07/03          0.50         3.26          0.50
             100,000      04/07/04          0.50         4.26          0.50
        ------------                             --------------------------
           1,250,000                                     0.79  $       0.71
        ============                             ==========================


                                       7
<PAGE>
                                  AGRONIX, INC.
                          (A Development Stage Company)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (Unaudited)



4.   CAPITAL STOCK (continued)

     Summary of share option activity and information concerning options:
<TABLE>
<CAPTION>
                                                                           Three
                                                                    Months Ended      Year Ended
                                                                       March 31,    December 31,
                                                                            2005            2005
                                                                 ---------------  ---------------
<S>                                                                    <C>              <C>
         Balance, beginning of period                                  2,790,000        2,790,000
         Granted                                                               -                -
         Exercised                                                             -                -
         Expired                                                      (1,540,000)               -
         Cancelled                                                             -                -
                                                                 --------------- ----------------
         Balance, end of period                                        1,250,000        2,790,000
                                                                 =============== ================
</TABLE>
     Performance Shares

     On January 27, 2000,  1,000,000  performance shares were issued into escrow
     for the Company's President and CEO. 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 March 31, 2006.

5.   COMMITMENTS

a)   Collaborative Research and Development Agreement

     The  Company  consolidated  its  research  and  development  activities  at
     Carleton  University  ("Carleton")  in Ottawa,  Canada where pursuant to an
     agreement  effective  May 1,  2001  and  as  amended  July  17,  2001  (the
     "Agreement"),  the  Company  committed  to fund a  maximum  of  CAD$594,600
     towards  certain  projects over the four year period ending April 30, 2005.
     Under  the terms of the  Agreement  interest  accrues  at 1.5% per month on
     Carleton's invoices that are not paid within 30 days.

     The Company  will own any new  technologies  and/or  intellectual  property
     arising out of these  research and  development  activities.  Carleton will
     have the right to: (a) a royalty  free  non-exclusive  license for research
     and  educational  purposes;  (b) a reasonable  royalty on any  commercially
     exploitable projects; and (c) in the event the Company does not exploit the
     projects  within  a  specified  time  to  be  agreed  upon,  the  right  to
     commercially  exploit them shall be  reassigned  to Carleton,  subject to a
     royalty-free non-exclusive license to the Company. To date, the Company has
     incurred  $240,153  for research  and  development  and $149,166 in accrued
     interest  leaving  $389,319  due to  Carleton as at March 31, 2006 which is
     included in accounts payable and accrued liabilities.

     The Agreement has been  discontinued  and no further  research work will be
     conducted  until  such  time  that  the  Company  is  able to  satisfy  its
     obligation to Carleton.

b)   Letter of Intent

     The Company has entered into a letter of intent with a Hungarian partner to
     launch Agronix Hungary, contingent upon the Hungarian partner providing the
     financing  for the first  plant in  Hungary.  The  Hungarian  partner is to
     provide all the funds,  estimated at  $3,200,000,  required for the initial
     plant,  and the Company has agreed to provide a turnkey  plant,  technology
     and staff training for a 25% interest in the plant.  To date, the Hungarian
     partner has not raised the required funding.

c)   Consulting Agreements

     The Company has  committed to issue a total of 54,500  shares per month and
     CAD$5,000 per month to consultants  subject to monthly  renewals  including
     compensation  of  30,000  shares  per  month to the  Chairman  of the Audit
     Committee.  During the three  months  ended  March 31,  2006,  the  monthly
     issuance of shares and the monthly consulting expenses were waived.


                                       8
<PAGE>
                                  AGRONIX, INC.
                          (A Development Stage Company)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (Unaudited)


6.   RELATED PARTY TRANSACTIONS

     During the three months ended March 31, 2006, the Company  incurred $31,199
     (2005 - $29,687) in salary and consulting fees to its senior  executives or
     their  private  companies  (2005 - 15,000  common  shares  issued valued at
     $450).  Included  in  accounts  payable is  $188,470  (December  31, 2005 -
     $157,272) owing to a private company owned by a senior executive.

     All related party  amounts are in the normal  course of operations  and are
     measured  at the  exchange  amount,  which is the  amount of  consideration
     established and agreed to by the related parties.

7.   GAIN ON SETTLEMENT OF DEBT

     During the three  months  ended  March 31,  2006,  the  Company and certain
     creditors agreed to forgive debt in the amount of $95,952.

8.   SUBSEQUENT EVENT

     On May 12,  2006,  the Company  entered  into a reverse  merger with Warner
     Nutraceutical  International,  Inc. The  acquisition  will be accounted for
     under the purchase method of accounting.  Since the management has changed,
     the transaction  will be considered a reverse merger.  Accordingly,  Warner
     Nutraceutical  International,  Inc. and subsidiaries will be treated as the
     continuing entity for accounting purposes.


                                       9
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS FORM 10-QSB.


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Report contains certain financial  information and statements regarding our
operations and financial prospects of a forward-looking  nature.  Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that  certain  important  factors may affect our actual  results and
could  cause  such  results  to  differ  materially  from  any   forward-looking
statements which may be deemed to be made in this Prospectus.  For this purpose,
any  statements  contained  in  this  Prospectus  which  are not  statements  of
historical fact may be deemed to be forward-looking statements. Without limiting
the  generality  of the  foregoing,  words  such as "may",  "intend",  "expect",
"believe",  "anticipate",  "could",  "estimate",  "plan",  or  "continue" or the
negative  variations  of these words or comparable  terminology  are intended to
identify forward-looking statements.  There can be no assurance of any kind that
such  forward-looking  information  and statements in any way reflect our actual
future  operations  and/or  financial  results,  and any of such information and
statements  should not be relied upon either in whole or in part in any decision
to invest in the shares.  Many of the factors,  which could cause actual results
to differ from  forward  looking  statements,  are outside  our  control.  These
factors include, but are not limited to, the factors discussed above under "Risk
Factors."

Overview

     The  number  of  authorized  shares  of  common  stock in the  Company  was
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. On, October 27, 2004, the Company increased its
authorized  common  stock  from  50,000,000  to  100,000,000  shares,  with  the
preferred stock remaining unchanged at 10,000,000.

Plan of Operations

     Agronix,  Inc.  was  in  the  market-entry  stage  of  its  business  plan:
remediating  organic  wastes  (animal  manure,  sewage  sludge  and  Industrial,
Commercial,  Institutional (ICI) waste streams) into agricultural  products such
as growth substrates,  organic fertilizer, soil amendments and other value-added
agri-products.  The Company  referred to its  technology  as the Global  Organic
Systems, or the "G.O. Systems", which is now fully engineered and ready to enter
the  market.   The  Company  operated  its  business  through  its  wholly-owned
subsidiary American Waste Recovery, Inc.

     However,  the  company has  changed  its  business  plan as a result of the
merger with Warner  Nutraceutical,  Inc., as set forth in the Form 8-K filed May
12, 2006 and discussed below in the subsequent events section, and will sell the
business of its wholly-owned  subsidiary American Waste Recovery,  Inc. pursuant
to the Subsidiary Purchase Agreement entered into on May 12, 2006 in conjunction
with the merger.

     The Company's primary focus was the acquisition or joint venture of a plant
site  suitable  for  the  Company's  technology,   to  become  its  first  fully
operational  plant.  Operation of this plant would have  provided  revenues from
infeed  contracts  and take-out  contracts.  The plant would have  showcases all
components of Agronix's G.O. Systems.

     In  order  to  raise  funds  for a site  acquisition,  the  Company  was in
discussions with potential joint venture partners to build plants worldwide. The
joint venture partner would have provided the necessary  funding for the initial
and subsequent  projects,  while the Company would have provided the technology,
intellectual property and turn-key the plant(s).


                                       10
<PAGE>
     Additionally,  the Company was working  with  strategic  agents  worldwide,
including the Caricom (Caribbean),  Asian and European regions.  Developments in
Jamaica,  Hungary, Germany and China would have resulted in advancements for the
Company in 2006.

     Prior to the merger, the Honourable  Charlie Mayer,  P.C.,  Chairman of the
Board since  February  2004 and  Chairman of the Audit  Committee,  continued to
introduce the Company to the  agricultural  industry and  potential  partners in
North America.  Mr. Mayer, a former member of Parliament and international trade
negotiator,  brought to the  Company  extensive  credentials,  understanding  of
international  trade practices and policies,  and a solid  background in running
successful farming and business operations.

     The  Company  remains  in the  development  stage  and  does  not  have  an
established  source of revenue  sufficient to cover its operating  costs.  As of
March 31, 2006, the Company had cash on hand of $5,827,  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.
The  Company had a net income of $34,427  for the three  months  ended March 31,
2006,  compared with a loss of  ($186,251)  for the three months ended March 31,
2005. This can be attributed to the gain on the settlement of debt. There are no
assurances  that the Company  can  continue  to meet its  financial  obligations
without a major  funding.  The Company has been able to cover its  overhead  and
general  administrative  cost by selling common stock through private placements
and through direct awards of stock to our employees and consultants.

     To  maintain  operations,  in  April  2005,  the  Company  filed a Form S-8
Registration with the U.S. Securities and Exchange Commission for 30,000,000 S-8
Common Shares to be granted under the Company's  2005 Employee  Stock  Incentive
Plan ("ESIP").  These options were to be used to ensure key consultants could be
issued some reasonable  compensation for their services to the Company.  Without
sufficient cash on hand, the Company was faced with few  alternatives.  However,
during the quarter ended  September 30, 2005, the Company  resolved to terminate
the 2005 ESIP, of which  27,507,219  outstanding  options to be granted would be
cancelled.

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

Material Events

     The Company has been aware of the rapid  expansion over the past 4 years of
the Asian market, in both the agricultural sector and the organic/natural foods.
In that  respect,  the  Company  has  received  an offer to  merge  with  Warner
Nutraceutical  International,  Inc.  ("WNI") who owns Harbin Yingxia  Industrial
Group Co. Ltd., a company which is engaged in the  development,  production  and
sale of nutritional health products in China and other parts of Asia.

     Given the difficulty in financing the Company's first plant over the last 2
years,  management  pursued  the  merger  with  WNI  as a  way  to  protect  the
shareholders, bring some cash into the Company and refocus Agronix's first plant
operation.  Agronix will now have a strong  strategic  partner in China, and the
ability to restart its program of plant production.

     On February  17,  2006,  the Company  signed a Letter of Intent and Lock-Up
Agreement with Warner Nutraceutical International,  Inc., a Delaware corporation
("WNI"),  pursuant to which the Company agreed to acquire 100% of the issued and
outstanding  common stock of WNI.  Through a joint-venture  structure,  WNI owns
100% of Harbin  Yingxia  Industrial  Group  Co.,  Ltd.,  which is engaged in the
development,  production  and sale of nutritional  health  products in China and
other parts of Asia.

Subsequent Events

     On May  10,  2006,  the  Company,  Agronix  Acquisition  Corp.,  a  Florida
corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Agronix
created  for the sole  purpose  of  effectuating  a reverse  merger,  and Warner
Nutraceutical International,  Inc., a Delaware corporation ("WNI"), entered into
an  Agreement  of Merger and Plan of  Reorganization  (the  "Merger  Agreement")
pursuant to which  Acquisition  Corp.  would merged with and into WNI,  with WNI
surviving as a wholly-owned subsidiary of the Company (the "Merger"). The Merger
closed on May 12, 2006 and the  Company  issued to WNI  shareholders  54,811,475
shares of Common Stock, par value $.001 per share, and  1,473,649.074  shares of
Class A  Preferred  Stock,  par value  $.001 per  share,  of which each share is
convertible into five hundred (500) shares of common stock, in consideration for
a cash payment of $289,000.  All the outstanding  shares of WNI at the effective
time of the merger were canceled.


                                       11
<PAGE>
     Upon  closing  of the  Merger,  WNI  become a  wholly-owned  subsidiary  of
Agronix.  The former  stockholders  of the  Company  own 45.2% of the issued and
outstanding Common Stock of Agronix.

     On the same date, Agronix entered into a Subsidiary Purchase Agreement with
the Principal  Shareholder.  The agreement  provides that at any time during the
period  commencing 90 days after closing of the Merger and ending 180 days after
closing  of the  Merger,  Agronix  may  require  the  Principal  Shareholder  to
purchase,  or the  Principal  Shareholder  may require  Agronix to sell,  all of
American Waste Recovery,  Inc., Agronix's wholly owned subsidiary.  The purchase
price will be $107,000  less any fees paid to  reconcile  liabilities  within 90
days of closing of the Merger.  In addition,  the Principal  Shareholder will be
required to indemnify  Agronix against any liabilities  that existed on the date
of the closing of the Merger or that arose in connection  with the operations of
American Waste Recovery, Inc.

Critical Accounting Policies

     Agronix,   Inc.'s   financial   statements  and  related  public  financial
information  are based on the  application  of accounting  principles  generally
accepted in the United  States  ("GAAP").  GAAP  requires the use of  estimates;
assumptions,  judgments and subjective  interpretations of accounting principles
that have an impact on the assets,  liabilities,  revenue  and  expense  amounts
reported.  These estimates can also affect supplemental information contained in
our external disclosures including information regarding contingencies, risk and
financial condition.  We believe our use if estimates and underlying  accounting
assumptions adhere to GAAP and are consistently and conservatively  applied.  We
base our estimates on  historical  experience  and on various other  assumptions
that we believe to be reasonable  under the  circumstances.  Actual  results may
differ   materially  from  these   estimates  under  different   assumptions  or
conditions.  We  continue  to  monitor  significant  estimates  made  during the
preparation of our financial statements.

     Our  significant  accounting  policies  are  summarized  in  Note  1 of our
financial statements. While all these significant accounting policies impact its
financial  condition and results of operations,  Agronix,  Inc. views certain of
these  policies  as  critical.  Policies  determined  to be  critical  are those
policies that have the most significant impact on Agronix,  Inc.'s  consolidated
financial  statements and require management to use a greater degree of judgment
and estimates.  Actual results may differ from those  estimates.  Our management
believes  that  given  current  facts and  circumstances,  it is  unlikely  that
applying any other reasonable  judgments or estimate  methodologies  would cause
effect  on  our  consolidated  results  of  operations,  financial  position  or
liquidity for the periods presented in this report.

Off-Balance Sheet Arrangements

We do not have, and do not have any present plans to implement,  any off-balance
sheet arrangements.


--------------------------------------------------------------------------------


                                       12
<PAGE>
Item 3. Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is  defined  under  Rule  13a-15(e)  and Rule  15d-15(e)  promulgated  under the
Securities  Exchange Act of 1934,  as amended  (Exchange  Act),  as of March 31,
2006. Based on this evaluation,  our principal  executive  officer and principal
financial officer have concluded that our disclosure controls and procedures are
effective  to ensure  that  information  required to be  disclosed  by us in the
reports  we file or  submit  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 and that our disclosure and controls are
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports  that we file or  submit  under  the  Exchange  Act is  accumulated  and
communicated to our management,  including our principal  executive  officer and
principal  financial  officer,  or  persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosure.

     There  were  no  changes  (including  corrective  actions  with  regard  to
significant  deficiencies or material  weaknesses) in our internal controls over
financial  reporting that occurred  during the first quarter of fiscal 2006 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.


        The Company is currently not a party to any  pending  legal  proceedings
        and  no  such  action by, or to the best of its  knowledge,  against the
        Company has been threatened.

Item 2. Changes in Securities.


        None.

Item 3. Defaults Upon Senior Securities.


        None.

Item 4. Submission of Matters to a Vote of Security Holders.

        No matter  was  submitted  during the  quarter  ending  March 31,  2006,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5. Other Information.


        None.

Item 6. Exhibits and Reports of Form 8-K.

          (a)  Exhibits

          31.1 Certification  pursuant to Section  302 of Sarbanes  Oxley Act of
               2002

          32.1 Certification  pursuant to Section  906 of Sarbanes  Oxley Act of
               2002


          (b)  Reports of Form 8-K

          The Company  filed a Form 8-K on February 17, 2006 based on the letter
          of intent to merge with Warner Nutraceutical International, Inc.


--------------------------------------------------------------------------------


                                       13
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused  this  report to be signed on its behalf by the  undersigned,  there unto
duly authorized.


                   AGRONIX, INC.

                   By: /s/ Jiao Yingxia
                   --------------------
                   Jiao Yingxia,
                   Chief Executive Officer,
                   Chief Financial Officer



Date: May 22, 2006



                                       14