UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005



__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                  | 65-0664961                          
|(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, include 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, 2005 there were 44,914,025 shares outstanding.



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





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PART 1  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

AGRONIX, INC.



(A Development Stage Company)



INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



SEPTEMBER 30, 2005

---

AGRONIX, INC.

(A Development Stage Company)





SEPTEMBER 30, 2005

(Unaudited)



CONTENTS



|                                                   |       
|-------------------------------------------------- | ------
|                                                   | Page  
|INTERIM CONSOLIDATED FINANCIAL STATEMENTS          |       
|Consolidated Balance Sheets                        | 1     
|Interim Consolidated Statements of Operations      | 2     
|Interim Consolidated Statements of Cash Flows      | 3     
|Notes to Interim Consolidated Financial Statements | 5  11



























---

AGRONIX, INC.

(A Development Stage Company)



CONSOLIDATED BALANCE SHEETS

ASSETS

|                                       |              |            
|-------------------------------------- | ------------ | -----------
|                                       | September 30 | December 31
|                                       | 2005         | 2004       
|                                       | (Unaudited)  |            
|CURRENT                                |              |            
|Cash                                   | $ 15,992     | $ 7,181    
|Receivables                            | 5,391        | 5,632      
|Prepaid expenses and deposits (Note 8) | 14,255       | 152,911    
|                                       | 35,638       | 165,724    
|FIXED ASSETS                           | 525          | 827        
|                                       | $ 36,163     | $ 166,551  

LIABILITIES AND STOCKHOLDERS' DEFICIT

|                                                     |           |          
|---------------------------------------------------- | --------- | ---------
|CURRENT LIABILITIES                                  |           |          
|Accounts payable and accrued liabilities (Note 6(a)) | $ 604,797 | $ 478,400
|Due to related parties (Note 4)                      | 63,440    | 63,440   
|                                                     | 668,237   | 541,840  
|STOCKHOLDERS' DEFICIT                                |           |          
|CAPITAL STOCK(Note 5)                                |           |          
|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:                                  |             |            
|44,914,025 (December 31, 2004: 38,191,197) common shares | 44,914      | 38,191     
|Additional paid in capital                               | 6,300,975   | 6,073,013  
|Add: Common stock subscribed                             | 7,000       | -          
|Less: Stock subscriptions receivable                     | (23,500)    | (23,500)   
|                                                         | 6,329,389   | 6,087,704  
|DEFICIT ACCUMULATED DURING THE                           |             |            
|DEVELOPMENT STAGE                                        | (6,961,463) | (6,462,993)
|                                                         | (632,074)   | (375,289)  
|                                                         | $ 36,163    | $ 166,551  

Continuance of operations (Note 1)

Commitments (Notes 3 and 6)





























See accompanying notes to the interim consolidated financial statements.



1



---

AGRONIX, INC.

(A Development Stage Company)



INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                        |                               |                         |                         |                         |                         
|----------------------------------------------------------------------- | ----------------------------- | ----------------------- | ----------------------- | ----------------------- | ------------------------
|                                                                        |                               |                         |                         |                         |                         
|                                                                        | Cumulative                    | For the                 | For the                 | For the                 | For the                 
|                                                                        | From Inception (Jan 20, 2000) | Nine Months Ended       | Nine Months Ended       | Three Months
Ended      | Three Months
Ended      
|                                                                        | to September 30               | September 30            | September 30            | September 30            | September 30            
|                                                                        | 2005                          | 2005                    | 2004                    | 2005                    | 2004                    
|INTEREST INCOME                                                         | 3,968                         | 23                      | $                  54   | 14                      | $                      1
|EXPENSES                                                                |                               |                         |                         |                         |                         
|Consulting and management fees                                          | 4,152,193                     | 401,122                 | 847,756                 | 132,972                 | 273,227                 
|Depreciation                                                            | 24,167                        | 302                     | 3,101                   | 76                      | 1,034                   
|General and administrative                                              | 349,845                       | 49,829                  | 67,802                  | 25,782                  | 39,283                  
|Loss on sale of equipment                                               | 2,549                         | -                       | 2,549                   | -                       | 2,549                   
|Professional fees                                                       | 365,121                       | 32,173                  | 105,311                 | 5,694                   | 1,361                   
|Rent                                                                    | 69,532                        | -                       | 9,604                   | -                       | -                       
|Research and development                                                | 1,174,542                     | -                       | -                       | -                       | -                       
|Salaries and benefits                                                   | 174,919                       | -                       | (21,155)                | -                       | (27,755)                
|Shareholder communications                                              | 96,774                        | 4,189                   | 28,857                  | 1,442                   | 760                     
|Travel and promotion                                                    | 405,638                       | 10,878                  | 69,137                  | 9,540                   | 10,095                  
|                                                                        | 6,815,280                     | 498,493                 | 1,112,962               | 175,506                 | 300,554                 
|LOSSbefore the following                                                | (6,811,312)                   | (498,470)               | (1,112,908)             | (175,492)               | (300,553)               
|Loss on impairment of investment in and advances to 3884171 Canada Inc. | (150,151)                     | -                       | (1)                     | -                       | (1)                     
|NET LOSS                                                                | $        (6,961,463)          | $         (498,470)     | $       (1,112,909)     | $        (175,492)      | $        (300,554)      
|                                                                        |                               |                         |                         |                         |                         
|Basic loss per share                                                    |                               | $                (0.01) | $                (0.04) | $                (0.00) | $              (0.01)   
|Weighted average common                                                 |                               |                         |                         |                         |                         
|shares outstanding                                                      |                               | 42,567,000              | 31,652,328              | 42,702,000              | 35,481,360              
|                                                                        |                               |                         |                         |                         |                         
|                                                                        |                               |                         |                         |                         |                         

























See accompanying notes to the interim consolidated financial statements.



2



---

AGRONIX, INC.

(A Development Stage Company)



INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                            |                                       |                                   |                                 | 
|----------------------------------------------------------- | ------------------------------------- | --------------------------------- | ------------------------------- | 
|                                                            | Cumulative                            |                                   |                                
|                                                            | From Inception                        | For the                           | For the                        
|                                                            | (January 20, 2000)                    | Nine Months Ended                 | Nine Months Ended              
|                                                            | to September 30                       | September 30                      | September 30                   
|                                                            | 2005                                  | 2005                              | 2004                           
|CASH FLOWS FROM OPERATING ACTIVITIES                        |                                       |                                   |                                
|Net loss                                                    | $ (6,961,463)                         | $ (498,470)                       | $ (1,112,909)                  
|Depreciation                                                | 24,167                                | 302                               | 3,101                          
|Loss on sale of equipment                                   | 2,549                                 | -                                 | 2,549                          
|Non-cash research and development                           | 779,856                               | -                                 | -                              
|Stock based compensation                                    | 1,227,498                             | -                                 | 187,981                        
|Impairment of Investment in 3884171 Canada Inc.             | 150,151                               | -                                 | 1                              
|Impairment of Terralift Deposit                             | 50,000                                | -                                 | 50,000                         
|Wages paid through the issuance of common shares            | 70,320                                | -                                 | 6,600                          
|Rent paid through issuance of common shares                 | 23,209                                | -                                 | -                              
|Settlement of debt through the issuance of common stock     | 45,711                                | -                                 | -                              
|Consulting, management and professional fees paid           |                                       |                                   |                                
|through the issuance of common shares                       | 2,111,405                             | 305,285                           | 633,327                        
|Change in non-cash working capital                          |                                       |                                   |                                
|Receivables                                                 | (5,391)                               | 241                               | 6,308                          
|Prepaid expense and deposits                                | (176,453)                             | -                                 | 480                            
|Payables and accruals                                       | 638,095                               | 173,228                           | 74,751                         
|                                                            | (2,020,346)                           | (19,414)                          | (147,811)                      
|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)                              | -                                 | -                              
|Proceeds from common stock subscribed                       | 7,000                                 | 7,000                             | -                              
|Shares issued for cash, net of shares subscribed            | 2,207,125                             | 21,225                            | 110,106                        
|                                                            | 2,263,298                             | 28,225                            | 110,106                        
|CASH FLOWS FROM INVESTING ACTIVITIES                        |                                       |                                   |                                
|Acquisition of property and equipment                       | (28,266)                              | -                                 | (1,127)                        
|Proceeds from sale of equipment                             | 1,028                                 | -                                 | 1,028                          
|Deposit on acquisition of Terralift Ireland Ltd.            | (50,000)                              | -                                 | -                              
|Investment in and advances to 3884171 Canada Inc.           | 149,722)                              | -                                 | -                              
|                                                            | (226,960)                             | -                                 | (99)                           
|Increase (decrease) in cash                                 | 15,992                                | 8,811                             | (37,804)                       
|Cash, beginning of the period                               | -                                     | 7,181                             | 38,281                         
|Cash, end of the period                                     | 15,992                                | 15,992                            | 477                            
|Supplemental cash flow information:                         |                                       |                                   |                                
|Shares issued for research and development                  | $                       779,856       | $                               - | $                             -
|Shares issued for rent                                      | $                         23,209      | $                               - | $                             -
|Shares issued for settlement of debt                        | $                       111,270       | $                     65,559      | $                             -
|Shares issued for consulting, management and legal services | $                    1,952,760        | $                    146,640      | $                 856,069      
|Shares issued for wages                                     | $                         70,320      | $                               - | $                     6,600    
|Subscriptions receivable                                    | $                                   - | $                               - | $                             -
|Cash paid during the period for:                            |                                       |                                   |                                
|Interest                                                    | $                                   - | $                               - | $                            - 
|Income taxes                                                | $                                   - | $                               - | $                            - 

See accompanying notes to the interim consolidated financial statements.



3



---

AGRONIX, INC.

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(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  losses of $6,961,463 since inception.  At September 30, 2005 the Company had a working capital deficiency of $632,599 and a capital deficiency of $632,074.  Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.  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 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. 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 have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2004 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, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

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 include the accounts of the Company and its wholly-owned subsidiary, American Waste Recovery, Inc, which is inactive.

Equipment

Equipment is recorded at cost less accumulated depreciation.  Depreciation is recorded on the straight-line method at the following annual rates:  Office equipment  20%; Computer equipment  30%.

Investments

The Company uses the equity method to account for its investments other business ventures over which it exercises significant influence.

Loss Per Share

The Company computes net earnings (loss) per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share (SFAS 128).  SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.  The presentation is only of basic earnings (loss) per share as the effect of potential dilution of securities has no impact on the current periods basic earnings per share.



4



---

AGRONIX, INC.

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(Unaudited)



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation

The Company accounts for stock-based awards using the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25).  Under the intrinsic value method of accounting, compensation expense is recognized if the exercise price of the Companys employee stock options is less than the market price of the underlying common stock on the date of grant. SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123), established a fair value based method of accounting for stock-based awards.  Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123. The Company adopted the disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure an Amendment of FASB Statement No. 123, to require more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

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 each period.

|                                                                                                                                              |                                      |                                      |                                       |                                       | 
|--------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------ | ------------------------------------- | ------------------------------------- | 
|                                                                                                                                              | Nine Months
Ended
September 30,
2005 | Nine Months
Ended
September 30,
2004 | Three Months Ended
September 30,
2005 | Three Months
Ended
September 30,
2004
|                                                                                                                                              |                                      |                                      |                                       |                                      
|Net loss, as reported                                                                                                                         | $  (498,470)                         | $  (1,112,909)                       | $  (175,492)                          | $  (300,554)                         
|                                                                                                                                              |                                      |                                      |                                       |                                      
|Add:  Stock-based employee compensation expense included in reported net income, net of related tax effects                                   | -                                    | 126,231                              | -                                     | 126,231                              
|                                                                                                                                              |                                      |                                      |                                       |                                      
|Deduct:  Total stock-based employee compensation expense determined  under fair value based method for all awards, net of related tax effects | -                                    | (140,604)                            | -                                     | (140,604)                            
|                                                                                                                                              |                                      |                                      |                                       |                                      
|Pro forma net loss                                                                                                                            | $  (498,470)                         | $  (1,127,282)                       | $  (175,492)                          | $  (314,927)                         



|                                |                |                   |                 |                
|------------------------------- | -------------- | ----------------- | --------------- | ---------------
|Loss per share:                 |                |                   |                 |                
|                                |                |                   |                 |                
|Basic and Diluted - as reported | $       (0.01) | $          (0.04) | $        (0.00) | $        (0.01)
|Basic and Diluted - pro forma   | $       (0.01) | $          (0.04) | $        (0.00) | $        (0.01)

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.

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 reported amounts of revenues and expenses during the reporting periods.  Actual results may differ from those estimates.



5



---

AGRONIX, INC.

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(Unaudited)



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The 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.  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.

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, accounts payable, accrued liabilities and due to related parties 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 December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based Payment (SFAS 123(R)), which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award.  SFAS 123(R) is effective for all interim periods beginning after December 15, 2005.  Management is currently evaluating the impact of this standard on the Companys financial condition and results of operations.  See Note 2 for information related to the pro forma effects on the Companys reported net loss and net loss per share of applying the fair value recognition provisions of the previous SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions (SFAS 153) SFAS 153 requires that exchanges of non-monetary assets are measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance.  SFAS 153 will be effective for fiscal periods beginning after June 15, 2005.  The adoption of this standard did not have a material impact on the Companys financial condition or results of operations.



3.

TERRALIFT IRELAND LTD.

On January 7, 2003 the Company entered into a Letter of Intent with Organic Waste Returns Ltd. ("OWR") and Terralift Ireland Ltd. (Terralift Ireland) whereby the Company would acquire an 82% interest in Terralift Ireland which would be renamed Agronix Ireland Ltd. (Agronix Ireland). OWR will own the remaining 18% of Agronix Ireland.  On September 22, 2003 the parties signed a formal agreement which was subsequently amended on March 12, 2004 and June 30, 2004 ("the Agreement").  In accordance with the terms of the Agreement the Company paid a non­refundable deposit of $50,000 which was written off in the first quarter of 2004.

The terms of acquisition for the 82% interest were 1,500,000 Euros and $1,000,000 worth of the Companys common stock.

Because of an inability to raise funds, the Company is no longer pursuing the acquisition of Terralift Ireland.

All other secondary agreements that were dependent upon the completion of this acquisition have been terminated including the loan agreement with the Overseas Private Investment Corporation.



6



---

AGRONIX, INC.

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(Unaudited)



4.

DUE TO RELATED PARTY

|                                                                                |                    |                  
|------------------------------------------------------------------------------- | ------------------ | -----------------
|                                                                                | September 30,
2005 | December 31,
2004
|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 

For the nine month period ended September 30, 2005, the Company has accrued interest of $5,709 (2004 - $5,709).  At September 30, 2005, $22,802 (December 31, 2004 - $17,092) is owing for interest and is included in accounts payable and accrued liabilities.

5.

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 March 5, 2004 the Company filed a form S-8 Registration Statement in connection with a 2004 Stock Incentive Plan allowing for the direct award of shares or granting of options to acquire shares up to a total of 5,000,000 common shares.  On July 28, 2004, the Company filed an Amended Form S-8 to register an amendment to the 2004 Stock Incentive Plan number to increase the number of options to 10,000,000 shares.

Effective April 21, 2005, the Company filed a form S-8 Registration Statement in connection with its newly adopted 2005 Employee Stock Incentive Plan (ESIP) allowing for the direct award of shares or granting of options to acquire shares up to a total of 30,000,000 shares of common stock. (See Note 9.)

The Company issues shares in payment for certain consulting, management, professional fees and expenses incurred.  The shares were previously registered by way of a form S-8 Registration Statement.  During the nine month period ended September 30, 2005, the Company issued a total of 3,348,280 common shares to certain officers, employees, consultants and other shareholders for consulting fees valued at $172,436. During the nine month period ended September 30, 2004, the Company issued a total of 6,932,065 common shares to certain officers, employees, consultants and other shareholders for wages and consulting fees valued at $847,244.

The Company receives proceeds through the issuance of shares under the Companys Employee Stock Incentive Program (ESIP).  During the nine month period ended September 30, 2005, the Company issued 1,000,000 shares of common stock, valued at $25,000, to employees under the Companys ESIP.  Under the terms of the ESIP, the Company received cash proceeds of $13,570, net of the 15% discount offered to the employees under the ESIP, which has been credited against the value of the corresponding consulting expense. An additional 500,000 shares were issued to an employee, who subsequently resigned, and the shares were returned to treasury.

The Company also had issued an offering memorandum on November 1, 2004 which terminated on April 30, 2005.  A new offering memorandum was issued on May 1, 2005 with a closing date of October 31, 2005.  During the nine month period ended September 30, 2005, the Company issued 2,374,067 common shares for proceeds of $37,249 under this offering memorandum.

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 September 30, 2005.



7



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AGRONIX, INC.

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(Unaudited)



5.

CAPITAL STOCK continued

Stock Options and Warrants

The following table summarizes information about outstanding and exercisable share options at September 30, 2005:



|                                    |            |           |             |           | 
|----------------------------------- | ---------- | --------- | ----------- | --------- | 
|Options Outstanding and Exercisable
|                                    |            |           | Average     | Weighted 
|                                    |            |           | Remaining   | Average  
|                                    |            | Exercise  | Contractual | Exercise 
|Number                              |            | Price     | Life        | Price    
|Outstanding                         | Grant Date | Per Share | (In Years)  | Per Share
|840,000                             | 01/27/00   | $  0.50   | 0.33        | $  0.50  
|400,000                             | 01/28/00   | 0.50      | 0.33        | 0.50     
|300,000                             | 02/17/00   | 0.50      | 0.38        | 0.50     
|500,000                             | 08/04/00   | 0.50      | 0.52        | 0.50     
|150,000                             | 10/30/00   | 0.67      | 1.08        | 0.67     
|400,000                             | 01/17/01   | 1.00      | 1.30        | 1.00     
|80,000                              | 07/03/01   | 1.00      | 1.43        | 1.00     
|20,000                              | 02/07/03   | 0.50      | 3.76        | 0.50     
|100,000                             | 04/07/04   | 0.50      | 4.76        | 0.50     
|                                    |            |           |             |          
|2,790,000                           |            |           | 0.76        | $  0.60  

Summary of share option activity and information concerning options at September 30, 2005:

| |                              |                                     |                            
| | ---------------------------- | ----------------------------------- | ---------------------------
| |                              | Nine months ended
September 30,2005 | Year ended
December 31,2004
| | Balance, beginning of period | 2,790,000                           | 6,690,000                  
| | Granted                      | -                                   | 4,600,000                  
| | Exercised                    | -                                   | (961,538)                  
| | Expired                      | -                                   | (3,538,462)                
| | Cancelled                    | -                                   | (4,000,000)                
| |                              |                                     |                            
| | Balance, end of period       | 2,790,000                           | 2,790,000                  



6.

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 (the "Agreement") effective May 1, 2001 and as amended July 17, 2001, 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 $238,756 for research and development and $127,224 in accrued interest leaving $365,980 due to Carleton as at September 30, 2005 which is included in accounts payable and accrued liabilities.

The research and development agreement has been discontinued until such time that the Company is able to satisfy its obligation to Carleton University.

b)

Agronix Caricom Inc. (Agronix Caricom)

On February 28, 2003 the Company entered into a licensing agreement with a company in Jamaica named Agronix Caricom, whereby the Company granted to Agronix Caricom the exclusive rights to employ its technologies throughout the Caribbean region.  Although the original agreement has expired, the Company has agreed to honor the agreement while negotiations continue with the Jamaican government and industry partners.  The first project has an estimated cost of $6,000,000, for which the Company will contribute 25%, or an estimated $1,500,000, in exchange for 25% non-dilutable equity interest in the plant.



8



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AGRONIX, INC.

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(Unaudited)



6.  COMMITMENTS, continued

c)

Circadian Group LLC (Circadian)

The Company entered into a Letter of Intent on June 30, 2005 with Circadian to form a joint venture corporation in Ireland to be known as Agronix Europe, to build and operate a plant in Ireland (the Irish Plant).  The Company will provide the technology and intellectual property for the plants, and Circadian has agreed to raise a minimum of $1,000,000 for the construction of the Irish Plant.  To date, Circadian has been unable to provide the necessary funds.

d)

Licensing Agreement

The Company entered into a Licensing Agreement on July 31, 2005 with a Hungarian party to launch Agronix plants in Hungary and other selected eastern European countries.  Agronix will provide the technology and licensing rights for the plants in exchange for 25% of the net revenue of each plant.

e)

Consulting Agreements

The Company has committed to issue a total of 24,500 shares per month and CAD$5,000 per month to consultants subject to monthly renewals.

Effective April, 2004, the Company agreed to issue 5,000 shares of common stock per month as compensation to the Chairman of the Audit Committee. Effective July 1, 2005, the Company increased the compensation to 30,000 shares per month.

7. RELATED PARTY TRANSACTIONS

During the nine month period ended September 30, 2005, the Company incurred $142,827 (September 30, 2004 - $66,070) in salary and consulting fees to its senior executives or their private companies, which includes 320,000 common shares valued at $25,355 (September 30, 2004  156,775 common shares valued at $18,714). Of this amount, 39,000 shares of common stock valued at $3,120 are included in prepaid expenses. Included in accounts payable is $126,548 (December 31, 2004  $40,835) 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.

8. PREPAID EXPENSES AND DEPOSITS

During the nine month period ended September 30, 2005, the Company issued a total of 900,000 restricted shares of the Company's common stock with a fair value of $41,500 pursuant to consulting agreements with up to one year terms.  As at September 30, 2005, $8,483 has been included in prepaid expenses.

During the nine month period ended September 30, 2004, the Company issued a total of 4,778,538 shares of the Company's common stock with a fair value of $620,745 pursuant to consulting agreements entered into.  Of these, 400,000 shares were issued as restricted common stock and 4,378,538 were issued as S-8 registered common stock.

9. SUBSEQUENT EVENTS

The Company issued a total of 134,500 shares of the Company's common stock at a price of $0.08 per share pursuant to consulting agreements. These shares were issued as S-8 registered common stock.

The Company issued a total of 140,000 shares of the Company's common stock at a price of $0.05 per share for cash proceeds of $7,000.

The Company terminated the 2005 ESIP, of which 27,507,219 outstanding options to be granted were cancelled.

The Company issued a total of 134,500 shares of the Company's common stock at a price of $0.08 per share pursuant to consulting agreements. These shares were issued as S-8 registered common stock.

.



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ITEM 6. 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 10KSB 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 10KSB should be construed as a guarantee or assurance of future performance or future results.

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. is 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 refers to its technology as the Global Organic Systems, or the "G.O. Systems, which is now fully engineered and ready for market entry.



The Companys primary focus has been the acquisition or joint venture of a plant site in Ireland, to become its first fully operational plant.  Immediate revenues would be derived from existing infeed contracts and take-out contracts.  Any resulting plant was intended to showcase all components of the flow-through G.O. Systems technology, its efficiency and profitability, while also strategically positioning the Company within the European Union.



Because of an inability to raise the necessary funds to complete the acquisition of an existing plant in Ireland, the Company has decided instead to joint venture a new facility with one of the largest waste management companies in Ireland. The joint venture partner will provide the funding necessary for the initial and subsequent projects, while the Company will provide the technology, intellectual property and turn-key the plant(s)





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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, continued



The Company is working with strategic partners including Goodworks International and key partners in the Caricom (Caribbean), Asian and European regions.  The Company anticipates that developments in Jamaica, Hungary, Germany and China could result in advancements for the Company in 2006.  Agronixs objective remains to establish joint venture partners to implement plants in these various regions.



The Honourable Charlie Mayer, P.C., Chairman of the Board since February 2004 and Chairman of the Audit Committee continues to introduce the Company to the agricultural industry and potential partners in North America. Mr. Mayer, as a former member of Parliament and international trade negotiator, brings to the Company extensive credentials, understanding of international trade practices and policies, and a solid background in running successful farming and business operations.  We are pleased to announce Mr. Mayers induction into the Canadian Agriculture Hall of Fame, a great honor for the Company.



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, 2005, the Company had cash on hand of $15,992, 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 experienced a net loss of $175,492 for the quarter ended September 30, 2005, compared with a loss of $300,554 for 2004. The loss for the quarter ending September 30, 2005 is approximately $125,000 less than the loss for 2004. The difference is due to a reduction in all expense categories. 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.  The future funds are anticipated to come principally from Europe.



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 can 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 terminated the 2005 ESIP, of which 27,507,219 outstanding options to be granted were cancelled.



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







11



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PART II



ITEM 1.  LEGAL PROCEEDINGS



None.



ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended September 30, 2005, the Company issued 771,667 shares for cash in reliance upon exemptions from registration under the Securities Act of 1933. The gross offering proceeds received from sale of these shares was $21,225, for which the company paid no underwriting discounts or commissions. The shares were issued in reliance upon the safe harbor provisions of Regulation S adopted under the Securities Act of 1933, for offers and sales that occurred outside the United States. The shares were issued on various dates between August 8, 2005 and September 15, 2005 pursuant to the Company's May 1, 2005 offering memorandum, which was closed on October 31, 2005.  A further $7,000 cash was received during the quarter ended September 30, 2005, for which the 140,000 shares were issued in the subsequent quarter.  A new offering memorandum has been issued and is in effect at the date of this filing.









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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.



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

None.



ITEM 6.  EXHIBITS

(a)

The following exhibits are filed herewith:



3.1

Articles of Incorporation (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on May 17, 2000).

3.1a

Amendment to Articles of Incorporation (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on May 17, 2000).

3.2

Bylaws (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on May 17, 2000).

31.1

Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



13



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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/ BRIAN HAUFF

Brian Hauff, President, Chief Financial Officer and a Director





By:/S/

CHARLES MAYER

Charles Mayer, Director





By:/S/ PETER J. BARNETT

Peter J. Barnett, Director





Date:

November 22, 2005





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