**UNITED STATES**

**FORM 10-QSB**

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

For the quarterly period ended March 31, 2004.

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

For the transition period from ___ to ___.

**AGRONIX, INC.**

|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 March 31, 2004, there were 28,529,800shares outstanding.

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



---

PART 1 - FINANCIAL  INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS ****

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

******CONTENTS**

|************                                       | ****
|-------------------------------------------------- | ----
|**INTERIM CONSOLIDATED FINANCIAL STATEMENTS**      |     
|Consolidated Balance Sheets                        | F-1 
|Interim Consolidated Statements of Operations      | F-2 
|Interim Consolidated Statements of Cash Flows      | F-3 
|Notes to Interim Consolidated Financial Statements | F-4 



---

**AGRONIX, INC.**

(A Development Stage Company)

**CONSOLIDATED BALANCE SHEETS**

**ASSETS**

|                                                                  | **March 31**  | **December 31**
|----------------------------------------------------------------- | ------------- | ---------------
|                                                                  | **2004**      | **2003**       
|****                                                              | (Unaudited)   |                
|**CURRENT**                                                       |               |                
|Cash                                                              | $12,665       | $38,281        
|Receivables                                                       | 1,575         | 10,589         
|Prepaid expenses and deposits (Note 12)                           | 143,119       | 179,976        
|                                                                  | 157,359       | 228,846        
|**FIXED ASSETS**(Note 3)                                          | 6,399         | 6,306          
|**DEPOSIT ON ACQUISITION OF TERRALIFT
     IRELAND LTD.**(Note 4) | -             | 50,000         
|**INVESTMENT IN 3884171 CANADA INC.**(Note 5)****                 | ********1**** | ********1      
|                                                                  | $163,759      | $285,153       

**LIABILITIES AND STOCKHOLDERS' DEFICIT**

|**CURRENT LIABILITIES**                  |          |         
|---------------------------------------- | -------- | --------
|Accounts payable and accrued liabilities | $411,159 | $388,262
|Due to related parties (Note 6)          | 63,440   | 63,440  
|                                         | 474,599  | 451,702 
|**STOCKHOLDERS' DEFICIT**                |          |         
|**CAPITAL STOCK**(Note 7)                |          |         
|**Authorized:**                         

|**Issued and outstanding:**                 |                         |                    
|------------------------------------------- | ----------------------- | -------------------
|28,529,800 (2003: 27,503,715) common shares | 18,808                  | 17,782             
|Additional paid in capital                  | 4,925,436               | 4,778,622          
|Common stock subscriptions                  | 26,910                  | 35,155             
|****                                        | 4,971,154               | 4,831,559          
|**DEFICIT ACCUMULATED DURING THE**          | ********                | ****               
|**DEVELOPMENT STAGE**                       | ********(5,281,994)**** | ********(4,998,108)
|****                                        | (310,840)               | (166,549)          
|                                            | $163,759                | $285,153           

Continuance of operations (Note 1)

 Commitments (Notes 4 and 9)

See accompanying notes to the interim consolidated financial statements.

F-1



---

**AGRONIX, INC.**

(A Development Stage Company)

**INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS**

(Unaudited)****

****

********
**Cumulative**
******For the**
******For the****From Inception**
**Three Month**
**Three Month****(Jan 20, 2000)**
**Period Ended**
**Period Ended****to March 31**
**March 31**
**March 31****2004**
******2004**
******2003****INTEREST INCOME**
$3,810
$64
$344**EXPENSES**Consulting and management fees
2,731,232
147,419
406,978Depreciation
21,663
1,034
1,094General and administrative
220,375
18,852
32,699Professional fees
297,209
60,363
6,458Rent
60,485
3,357
550Research and development
1,174,542
-
409,025Salaries and benefits
202,650
6,600
14,760Shareholder communications
79,904
22,114
2,261Travel and promotion
347,594
24,211
7,7225,135,654
283,950
881,547**LOSS before the following**
(5,131,844)
(283,886)
(881,203)Loss on impairment of investment inand advances to 3884171 Canada Inc.
(150,150)
-
-**NET LOSS FOR THE YEAR**
**$(5,281,994)**
**$(283,886)**
**$(881,203)******
****
****
****Basic loss per share

****$(0.01)********
********$(0.04)****Weighted average common
****
****
****shares outstanding

****$-27,943,735********
********$21,577,318See accompanying notes to the interim consolidated financial statements.
F-2
****

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

(A Development Stage Company)****

**INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS**

(Unaudited)****

****

|****                                              | **Cumulative**         | ******For the**   | ******For the** 
|------------------------------------------------- | ---------------------- | ----------------- | ----------------
|                                                  | **From Inception**     | **Three Month**   | **Three Month** 
|                                                  | **(January 20, 2000)** | **Period  Ended** | **Period Ended**
|                                                  | **to March 31**        | **March 31**      | **March 31**    
|                                                  | **2004**               | ******2004**      | ******2003**    
|**Cash derived from (applied to):**               |                        |                   |                 
|**OPERATING ACTIVITIES**                          | ********               | ****              | ****            
|Net loss for the period                           | $(5,281,994)           | $(283,886)        | $(876,673)      
|Depreciation                                      | 21,663                 | 1,034             | 1,094           
|Non-cash research and development                 | 779,856                | -                 | 396,000         
|Stock based compensation                          | 935,850                | -                 | 169,200         
|Impairment of Investment in 3884171 Canada Inc.   | 149,721                | -                 | -               
|Expense of Terralift deposit                      | 50,000                 | 50,000            | -               
|Wages paid through the issuance of common shares  | 61,900                 | 6,600             | 12,000          
|Rent paid through issuance of common shares       | 23,209                 | -                 | -               
|Consulting, management and professional fees paid |                        |                   |                 
|through the issuance of common shares             | 1,165,678              | 103,014           | 161,250         
|Change in non-cash working capital                |                        |                   |                 
|Receivables                                       | (1,575)                | 9,014             | 11,037          
|Prepaid expense and deposits                      | (179,178)              | 798               | (6,919)         
|Payables and accruals                             | 398,055                | 22,897            | 48,433          
|                                                  | (1,876,815)            | (90,529)          | (84,578)        
|**FINANCING ACTIVITIES**                          |                        |                   |                 
|Advances under a credit facility with a company   |                        |                   |                 
|with director in common, net of repayments        | 63,440                 | -                 | (7,913)         
|Advances from (to) shareholder                    | (14,267)               | -                 | -               
|Shares issued for cash                            | 2,022,933              | 56,040            | 113,132         
|Shares subscribed                                 | 45,155                 | 10,000            | -               
|                                                  | 2,117,261              | 66,040            | 105,219         
|**INVESTING ACTIVITIES**                          |                        |                   |                 
|Acquisition of fixed assets                       | (28,059)               | (1,127)           | (17)            
|Deposit on acquisition of Terralift Ireland Ltd.  | (50,000)               | -                 | -               
|Investment in and advances to 3884171 Canada Inc. | (149,722)              | -                 | -               
|                                                  | (227,781)              | (1,127)           | (17)            
|****Increase (Decrease) in cash                   | 12,665                 | (25,616)          | 20,624          
|**Cash,** beginning of the period                 | -                      | 38,281            | 23,093          
|**Cash,** end of the period                       | $12,665                | $12,665           | $43,717         
|**Supplemental cash flow information:**           |                        |                   |                 
|Shares issued for research and development        | $779,856               | $-                | $396,000        
|Stock based compensation                          | $935,850               | $-                | $169,200        
|Shares issued for rent                            | $23,209                | $-                | $-              
|Shares issued for consulting and legal services   | $1,244,619             | $181,014          | $161,250        
|Shares issued for wages                           | $61,900                | $6,600            | $12,000         

See accompanying notes to the interim consolidated financial statements.

F-3



---

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

(A Development Stage Company)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(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. on June 18, 2001.

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

As a result of this transaction, AWR has become a wholly-owned subsidiary of Agronix and the former
shareholders of AWR in turn became owners of the majority of the issued and outstanding shares of
Agronix.  Since the former shareholders of AWR have acquired control of Agronix through this
transaction, it is considered a reverse acquisition and these financial statements are presented from the
perspective of AWR (the accounting parent in this transaction).  These financial statements present the
consolidated results of operations from AWR's date of incorporation (January 20, 2000) to March 31, 2004
including the results of operations of Agronix since March 26, 2001.

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

These 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 since inception and has incurred substantial losses since
inception.  At March  31, 2004 the Company had a working capital deficiency of $327,240 and a capital
deficiency of $310,840.  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, 2003 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,
2004 are not necessarily indicative of the results that may be expected for the year ending December 31,
2004.

****

2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

**CONSOLIDATION**

These consolidated financial statements are presented in U.S. dollars unless otherwise stated and 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, AWR.

**STOCK BASED COMPENSATION**

In December 2002, the Financial Accounting Standards Board issued Financial Accounting Standard No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for Stock-Based Compensation"
("SFAS No. 123").  The purpose of SFAS No. 148 is to: (1) provide alternative methods of transition for
an entity that voluntarily changes to the fair value based method of accounting for stock-based employee
compensation, (2) amend the disclosure provisions to require prominent disclosure about the effects on
reported net income of an entity's accounting policy decisions with respect to stock-based employee
compensation, and (3) to require disclosure of those effects in interim financial information.  The
disclosure provisions of SFAS No. 148 were effective for the Company for the year ended December 31,
2003.  For the periods ended March 31, 2004 and 2003, proforma disclosures have not been provided.

The Company has elected to continue to account for stock-based employee compensation arrangements
in accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB No. 25") and to comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, in accordance with SFAS No. 123 the
Company applies the fair value method using the Black-Scholes option-pricing model in accounting for
options granted to consultants.  Under APB No. 25, compensation expense is recognized immediately for
past services and pro rata for future services over the option-vesting period.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from
other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging
Issues Task Force in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF 96-18").  Costs are
measured at the estimated fair market value of the consideration received or the estimated fair value of the
equity instruments issued for consideration other than employee services is determined on the earlier of a
performance commitment or completion of performance by the provider of goods or services as defined by
EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting Standards Board Interpretation
No. 44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB
Opinion No. 25 ("FIN 44"), which provides guidance as to certain applications of APB 25.

**FIXED ASSETS**

Fixed assets are recorded at cost less accumulated depreciation.  Depreciation is recorded on the
straight-line method at the following rates:

|Office equipment   | 20% | straight line
|------------------ | --- | -------------
|Computer equipment | 30% | straight line

**INVESTMENTS**

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

****2.        SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)

**RESEARCH AND DEVELOPMENT**

****The Company records all research and development costs in accordance with SFAS 2 "Accounting for
Research and Development Costs".  As such, all research and development costs are expensed as they are
incurred, until such time as the research and development outcome is proven for commercial use, at which
time the costs are capitalized and amortized. To date the Company has not capitalized any development
costs.

**LONG LIVED ASSETS**

The Company monitors the recoverability of long-lived assets, including fixed assets, 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.

**LOSS PER SHARE**

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

**USE OF ESTIMATES**

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

**FOREIGN CURRENCY TRANSLATION**

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

3.        FIXED ASSETS

|****               | ****     | ****                 | **Net**          | ******Net**        
|------------------ | -------- | -------------------- | ---------------- | -------------------
|****               | ****     | **Accumulated**      | ******March 31** | ******December 31**
|****               | **Cost** | ******Depreciation** | ******2004**     | ******2003**       
|Office equipment   | $7,569   | $3,056               | $4,514           | $4,393             
|Computer equipment | 7,278    | 5,393                | 1,885            | 1,913              
|                   | $14,847  | $8,449               | $6,399           | $6,306             

**4.        
DEPOSIT ON ACQUISITION OF 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. whereby the Company would acquire an 82% interest in Terralift Ireland which
would be renamed Agronix Ireland.  OWR will own 18% of Agronix Ireland.  Terralift Ireland owns an
organic waste processing plant located in Castleblayney, Ireland.

On September 22, 2003 the parties signed a formal agreement which was amended on March 12, 2004
("the Agreement").

In accordance with the terms of the Agreement the Company paid a non-refundable deposit of $50,000
which has been expensed now that the original closing date has passed, and must advance a new deposit of
$100,000 on or before June 30, 2004.  The purchase price due on closing is $1,400,000 in cash and
$1,000,000 worth of the Company's shares of common stock based on a 20% discount to the market value
at the time.

The OWR shareholders have agreed to loan $250,000 to Terralift Ireland on an interest free basis for a
period of one year and will become part of the management team of the Ireland plant.

Concurrent with the closing of the Agreement, Terralift Ireland will enter into a separate agreement with
Terralift UK Ltd. to handle marketing and sales of products manufactured by the Ireland plant.

The acquisition of the Ireland plant will include the existing plant (land, buildings and equipment) which
manufactures compost and organic fertilizers for the turf and Golf course market.  As well the parties plan
a complete retrofit using Agronix technologies for a total investment of approximately $5,800,000.

British Columbia Bio Ventures Ltd. ("BCBV") has been a consultant to Agronix since 2002, BCBV
sourced and acted as business consultants for Agronix in negotiations to acquire Agronix Ireland.  On
March 7, 2003 the Company purchased BCBV's intellectual property, trade secrets, technology right and
technology systems.  Under the terms of that agreement BCBV will manage the Operations Division of
Agronix.  BCBV will supervise, project manage and train personnel to operate the new retrofit of the
Ireland Plant. The principals of BCBV are minority shareholders of OWR.

Under a separate consulting agreement, the Managing Director of Terralift Ireland will be granted a stock
option of 500,000 shares issued quarterly from the date of closing, at an agreed market value, over a two
year term for the purpose of developing organic fertilizers and market development for Agronix end
products.

**5.        INVESTMENT IN AND ADVANCES TO 3884171 CANADA INC.**

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

Under the terms of the agreement:

(a) Bio-Max contributed $80 Cdn and the Robo II technology as its capital contribution for an 80% interest
in 3884171 Canada Inc..  The Company contributed $20 Cdn and its technical process improvements, its
intellectual property rights and proprietary bio-conversion formulae as its capital contribution for a 20%
interest in 3884171 Canada Inc. with an option to purchase a further 30% of 3884171 Canada Inc. for
$1,500,000 CAD.  Should the Company exercise this option, it would be a 50/50 partner with Bio-Max in
3884171 Canada Inc.

**5.        INVESTMENT IN AND ADVANCES TO 3884171 CANADA INC. (continued)**

> (b)         The Company and Bio-Max have given each other a right of first refusal to match any offer to
> purchase any shares of 3884171 Canada Inc. owned by each of them.
> 
> (c)         Agronix has the world licensing rights for Robo III from 3884171 Canada Inc. with the exception of
> the Francophone countries.
> 
> (d)         Agronix has advanced $229,000 CAD to 3884171 Canada Inc. which has completed Robo III
> engineering and the Bio-Conversion Reactor System (BCR) to be licensed or sold for commercial plant
> operations throughout the world.

To date, 3884171 Canada Inc. has used the funds advanced from the Company to further develop its
technology and has not yet commenced commercial operations.  Management has determined that the
recoverability of these advances cannot be reasonably assured and as a result has recorded an impairment
provision of $150,149.

**6.        DUE TO RELATED PARTIES**

|**** | ****                                                                                                     | **March 31** | ******December 31**
|---- | -------------------------------------------------------------------------------------------------------- | ------------ | -------------------
|     |                                                                                                          | **2004**     | ******2003**       
|     | Demand loan from a company controlled by a director
- unsecured, principal in the amount of $63,440; 12% |              |                    
|     | annum simple interest; interest payable monthly;
repayable on demand or on June 30, 2004                 | $63,440      | $63,440            

**7.        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.

Effective March 5, 2004 the Company filed a form S-8 Registration Statement in connection with its newly
adopted 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 shares.

The Company issues shares in payment for certain consulting, management and professional fees incurred.
The shares are previously registered by way of a form S-8 Registration Statement.  During the quarter
ended March 31, 2004, the Company paid $176,255 to certain officers, consultants and other shareholders
as wages and consulting fees through the issuance of 1,010,500  common shares.

During the quarter ended March 31, 2004 the Company paid consulting fees of $12,300 through the
issuance of  75,000 common restricted shares.

The Company also has an ongoing offering memorandum which is renewed every six months.  The current
offering commenced on November 1, 2003 and will be closed on April 30, 2004.  During the quarter ended
March 31, 2004 the Company issued 440,585 common shares for proceeds of $74,285 which $18,245 was
received at December 31, 2003.

**7.        CAPITAL STOCK (continued)**

Effective March 5, 2004 the Company filed a form S-8 Registration Statement in connection with its newly
adopted 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 shares.

**STOCK OPTIONS AND WARRANTS**

The following table summarizes information about outstanding and exercisable share options at March
31, 2004:

|**Options Outstanding** | **Options Exercisable**
|----------------------- | -----------------------

|                |                  |                  | **********Average**   | **Weighted**  |                 | ******Weighted**
|--------------- | ---------------- | ---------------- | --------------------- | ------------- | --------------- | ----------------
|                |                  |                  | **********Remaining** | **Average**   | ****            | **Average**     
|                |                  | ******Exercise** | **Contractual**       | **Exercise**  | ****            | **Exercise**    
|**Number**      |                  | ******Price**    | **Life**              | **Price**     | **Number**      | **Price**       
|**Outstanding** | **Grant Date**   | **Per Share**    | **(In Years)**        | **Per Share** | **Exercisable** | **Per Share**   
|****840,000**** | ****01/27/00**** | ****$0.25        | ****2.08****          | ****$0.25**** | ****840,000     | ****$0.25       
|400,000         | 01/28/00         | 0.25             | 2.08                  | 0.25          | 400,000         | 0.25            
|300,000         | 02/17/00         | 0.25             | 2.14                  | 0.25          | 300,000         | 0.25            
|500,000         | 08/04/00         | 0.25             | 2.60                  | 0.25          | 500,000         | 0.25            
|150,000         | 10/30/00         | 0.34             | 2.83                  | 0.34          | 150,000         | 0.34            
|400,000         | 01/17/01         | 0.50             | 2.05                  | 0.50          | 400,000         | 0.50            
|80,000          | 07/03/01         | 0.50             | 3.51                  | 0.50          | 80,000          | 0.50            
|1,000,000       | 07/09/01         | 0.25             | 2.51                  | 0.25          | 1,000,000       | 0.25            
|3,000,000       | 08/15/02         | 1.00             | 3.63                  | 1.00          | 1,000,000       | 1.00            
|20,000          | 02/07/03         | 0.50             | 5.11                  | 0.50          | 20,000          | 0.50            
|6,690,000       |                  |                  |                       | $0.61         | 4,690,000       | $0.44           

Summary of share option activity and information concerning options at March 31, 2004:

| |                              | ******Three Months Ended** | **Year Ended**           
| | ---------------------------- | -------------------------- | -------------------------
| |                              | **March 31, 2004**         | ******December 31,
2003**
| | Balance, beginning of period | 6,690,000                  | 6,870,000                
| | Granted                      | -                          | 520,000                  
| | Expired                      | -                          | $(200,000)               
| | Cancelled                    | -                          | (500,000)                
| | Balance, end of period       | 6,690,000                  | 6,690,000                

During the first quarter of 2003, the Company granted options to purchase 520,000 shares of the
Company's common stock to certain consultants at a price of $0.50 per share for a period of six years.
Compensation expense of  $169,200 related to these options has been recorded.  The fair value of these
consultant stock options was estimated at the grant date using the Black-Scholes option-pricing model
applying the market value per share and the risk-free interest rate in effect at the grant date of 3.14%,
204.22% volatility, and an expected life of six years.   During the fourth quarter of 2003, options to
purchase 500,000 shares have been cancelled.

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
will be recorded as a consulting fee upon vesting of the warrants, of which $88,750 has been expensed at
December 31, 2003.

**7.          CAPITAL STOCK (continued)**

**PERFORMANCE SHARES**

On January 27, 2000, 1,000,000 performance shares were issued into escrow for the company's President
and C.E.O.  For each $0.25 of cumulative cash flow generated by the company from its operations, two
performance shares will be released from escrow.  All shares remain in escrow at March 31, 2004 and are
not included in common shares issued and outstanding.

**8.	RESEARCH AND DEVELOPMENT**

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

During 2001, 220,000 Agronix shares were issued at an estimate of their fair value of $0.32 per share
($0.50 Cdn) to three separate parties with soil science and engineering expertise.  The shares were
consideration for engineering activity which was required to advance the design of the BCIR system to the
point that it meets specific functional, manufacturing and economic requirements.

A further 500,000 shares were issued during 2001 at an estimate of their fair value of $0.32 per share
($0.50 Cdn) to three separate parties with soil science and engineering expertise.  The shares were
consideration for routine, on-going efforts to refine, enrich, and otherwise improve upon the qualities of
the existing BCR system, and the engineering follow-through to commercial production.

**British Columbia Bio Ventures (BCBV)**

****On September 1, 2002, the Company entered into a consulting agreement with BCBV whereby the
Company agreed to pay a minimum of $10,000 Cdn. per month for a period of 36 months.  At that time the
Company and its President also agreed that the President would transfer his 1,000,000 performance shares
to the consultants.  These shares were not transferred.  On March 7, 2003 the September 1, 2002 agreement
was terminated and the intended transfer of the 1,000,000 performance shares was cancelled.  A new
agreement dated March 7, 2003 was entered into whereby Agronix purchased from BCBV the rights to
their intellectual and technological properties and technical systems and processes in exchange for
1,200,000 common shares at a fair value of $0.33 per share for a total of $396,000.

The company has incurred research and development expenses as follows:

|****                                                     | **Cumulative**         | **For the**      | **For the**     
|-------------------------------------------------------- | ---------------------- | ---------------- | ----------------
|                                                         | **From Inception**     | **Three Month**  | **Three Month** 
|                                                         | **(January 20, 2000)** | **Period Ended** | **Period Ended**
|                                                         | **to March 31**        | **March 31**     | **March 31**    
|                                                         | **2004**               | ******2004**     | ******2003**    
|Acquisition of organic matter expertise and intellectual |                        |                  |                 
|property                                                 | $164,500               | $-               | $-              
|Technical development of BCR System                      | 331,878                | -                | 4,558           
|Technical development of BCIR System                     | 282,163                | -                | 8,467           
|BCBV intellectual property, systems and processes        | 396,000                | -                | 396,000         
|                                                         | $1,174,541             | $-               | $409,045        

9.         COMMITMENTS

**Collaborative Research and Development Agreement**

The Company consolidated its research and development activities at Carleton University 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 approximately $440,000 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 University, subject to a royalty-free
non-exclusive license to the Company.  To date the Company has incurred $213,768 for research and
development and $56,191 in accrued interest leaving $269,959 due to Carleton as at March 31, 2004.

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

**Licensing Agreement**

On February 28, 2003 the Company has entered into a licensing agreement with a newly formed company
in Jamaica named Agronix Caricom Inc., where the Company has committed the exclusive rights to
provide its technologies throughout the Caribbean region.  Although the original agreement has expired,
Agronix Inc. has agreed to honour this agreement while negotiations continue with the Jamaican
government and industry partners.  Mr. Ashley Cooper is Agronix's official agent conducting these
negotiations in Jamaica.  The Company is scheduled to make a presentation to the government agency in
charge of organic waste and industry investors before the end of  May 2004.  The Company's operations
division will make this presentation.  The purpose of the Caricom presentation is to establish a "start-date"
for Agronix and the Jamaican government to develop a plant in Jamaica.

**Consulting Agreement**s

The Company has entered into certain consulting agreements whereby the Company has committed to
issue a total of 14,500 shares per month to consultants for each month of service provided subject to
monthly renewals.

**Executive Employment Agreement**

The Company has entered into an executive employment agreement effective August 15, 2002 whereby the
Company has agreed to pay $20,000 per month if and when those funds are available to its C.E.O for a
period of sixty months.  The Company may issue up to 20,000 shares in lieu of salary any months where
the funds are not available.  The Company must pay four months salary on termination.  Under the terms of
this agreement the Company also granted stock options to the C.E.O. providing the right to acquire
3,000,000 shares of common stock at $1.00 per share for a period of five years.    One third of these
options vested immediately, and the remaining two-thirds will vest upon the completion of certain service
and financing milestones which have not yet been met.

**10.         	INCOME TAXES**

At March 31, 2004, the company has net operating losses carried forward of approximately $3,100,000 that
may be offset against future taxable income to 2024.  No future tax benefit has been recorded in the
financial statements, as the Company believes that it is more likely than not that the carryforwards will
expire unused between the 2018 and 2024 taxation years.  Accordingly, the potential tax benefits of the
loss carry-forwards are offset by a valuation allowance of the same amount.

**11.          RELATED PARTY TRANSACTIONS**

During the period ended March 31, 2004, the Company paid $24,412 (2003 - $27,187) in salary and
consulting fees to its senior executives including cash payments of $18,012 (2003 - $15,187) and 40,000
common shares valued at $6,600 (2003 - 40,000 common shares valued at $12,000).

**12.           PREPAID EXPENSES**

Effective November 28, 2003 the Company entered into a one year public relations and shareholder
relations agreement whereby the Company paid a total of $145,000 by way of cash of $30,000 and 500,000
shares of the Company's restricted common stock with a fair value of $115,000.  The parties have agreed to
terminate the arrangement and the shares of restricted common stock have been returned to treasure and
were cancelled subsequent to March 31, 2004.

During the first quarter of 2004 the Company entered into four separate consulting agreements whereby the
Company paid a total of 867,000 shares of the Company's restricted common stock with a fair value of
$152,895.  As at March 31, 2004 $134,546 has been recorded as a prepaid expense which will be expensed
over the term of the agreements.

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

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

**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.

**Plan of Operations**

Agronix, Inc. is in the development stage of its planned business of remediating organic wastes (animal
manure, sewage sludge, bio-solids, produce processing waste, etc.) into agricultural products such as growth
substrates, organic fertilizer, soil amendments and other value-added agri-products.  The Company refers to
its technology as the Global Organic System, or "G.O. System."  The G.O. System is now fully engineered
and ready to enter the market.  The Company has located a permitted site in Ireland to launch its first plant.
The primary focus for the Company is the acquisition and subsequent retrofit of the facility in Ireland..  The
Company anticipates that, if completed, this facility will provide the Company with significant revenues
while showcasing all components of the G.O. System technology in one facility.

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, 2004, the Company had cash on hand of $ 12,665,
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.   It will also continue to pursue strategic alliances and secure plants
where market opportunities exist.

The Company experienced a net loss of $ 283,886 for the first quarter ended March 31, 2004 compared with
a loss of $ 881,203 for the same period last year.   The difference is primarily due to stock-based
compensation for consulting and management, and research and development costs that weren't realized in
2003.

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

Agronix has specifically focused on negotiating joint venture Global Organic System (G.O. System) plants in
the following jurisdictions:

Europe - Ireland

United States - Massachusetts, New York

Canada - Alberta, British Columbia and Quebec

Caricom - Jamaica

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

The Company is also in discussions with Overseas Private Investment Corporation (OPIC), a division of the
United States Government as potential funding partner for the Ireland project.

During the first quarter, the Company focused on raising capital for the acquisition of the facility in Ireland
and opportunities that exist in China, North America, and Europe.  The Company has been approached by
business leaders in the Peoples Republic of China to determine the viability of introducing its technologies in
China.  In December 2003 Agronix sent a team of representatives to China to complete a market evaluation
of the opportunities available in China.  It was determined that China represents an enormous opportunity for
Agronix to enter their organic waste industry.  The structuring of a cohesive partnership is essential in
building a solid organization in this region.  Agronix is actively putting together a team to implement their
technologies.

Representatives of the Company have also been in Ireland with potential financing partners, (OPIC), and
reviewing the technology and the facility, which the Company intends to acquire.  The Company has received
the term sheet for the loan agreement, and is in the final stages of negotiations.

The Company entered into a Letter of Intent, dated January 7, 2003, with Organic Waste Returns ("OWR")
whereby it proposed to commit to acquire an 82% interest in the private Ireland registered company for
$1,500,000 cash, and the equivalent of $1,000,000 of common stock of the Company.  Under a separate
Letter of Intent, OWR would acquire 100% of Terralift U.K., Ltd.  Agronix would effectively acquire 82% of
OWR.  The letter of intent had an initial expiration date of January 31, 2003, and had been extended to
August 31, 2003.

On September 22, 2003, the company signed a formal agreement with OWR and Terralift U.K., Ltd. The
agreement included a deposit of $50,000.  The company had 90 days to close from the date of signing.
Although the company has not yet closed on the agreement, OWR and Terralift U.K., Ltd. have extended the
terms of the agreement provided that the Overseas Private Investment Corporation remains active as a
possible funding partner for the project.

In addition, British Columbia Bio-Ventures has joined the Agronix team.  They will provide the Company
with due diligence for the acquisitions of profitable targeted sites as they relate to Agronix Global Organic
Systems.

The signing of the agreement for the Castleblayne, Ireland plant will be a significant step forward for the
company in that it will provide immediate revenues for the company upon closing.  This plant will also
showcase Agronix technologies for the global market.

The Company is working with strategic partners globally, which could result in advancements for the
Company for 2004.  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 private placements. These funds have been sufficient to cover day-to-day operational costs.

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

**ITEM 3.        CONTROLS AND PROCEDURES**

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and
with the participation of our chief executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and procedures are effective in
timely alerting them to material information required to be included in our periodic SEC reports.  It should be
noted that design of any system of controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how

In addition, there has been no change in our internal control over financial reporting during the most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REPORT
REFLECT MANAGEMENT'S BEST JUDGMENT BASED UPON FACTORS CURRENTLY KNOWN
AND INVOLVE RISKS AND UNCERTAINTIES.  ACTUAL RESULTS MAY VARY MATERIALLY.

******PART II**

**ITEM 1.          LEGAL PROCEEDINGS**

None.****

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

During the quarter ended March 31, 2004, the Company issued a total of 1,526,085 shares, along with
500,000 shares previously issued for compensation returned to Treasury, thereby having issued a net total of
1,026,085 shares. A total of 440,495 of these shares were issued for cash in transactions which were made in
reliance upon exemptions from registration under the Securities Act of 1933. The gross offering proceeds
received from the sale of such shares was $74,285, and 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 January 1, 2004 and March 31, 2004, to persons who subscribed for
purchase of such shares pursuant to the terms of an offering memorandum dated November 1, 2003.

******ITEM 3.        	DEFAULTS UPON SENIOR SECURITIES**

None.

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

None.

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

> (a)         The following exhibits are filed herewith:****
> 
> 
> 
> 31.1        
> Certifications 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        
> 	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
> Sarbanes-Oxley Act of 2002.
> 
> 31.1          	Certifications 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         	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
> Sarbanes-Oxley Act of 2002.
> 
> 
> 
> (b)        
>  No reports on Form 8-K were filed by the Company for the quarter ended March 31, 2004.



---

**SIGNATURES**

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

**AGRONIX, INC.**

By:/S/   PETER DRUMMONDPeter Drummond,Chairman andChief Executive Officer

By: /S/  BRIAN HAUFFBrian Hauff, President, Chief Financial Officer and a Director

By:/S/   PETER J. BARNETTPeter J. Barnett, Director

Date:   June 1, 2004