U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

(Mark One)

X Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal
year ended December 31, 2001.

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

**AGRONIX, INC.**

(Name of small business in its charter)

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

|1666 West 75th Avenue

Vancouver, B.C., Canada | V6P 6G2 
|---------------------------------------------- | --------
|Address of Principal Executive Office          | Zip Code

Issuer's telephone number:(604) 714-1606

Securities to be registered under Section 12(b) of the Act:

Title of each class

N/A

Securities to be registered under Section 12(g) of the Act:

Common Stock

(Title of Class)

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 ____

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.___

State issuer's revenue for its most recent fiscal year: $ 0

State the aggregate market value of the voting stock held by non-affiliates computed by reference
to the price at which the stock was sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in Rule 12b-2): $ 0

Note: If determining whether a person is an affiliate will involve an unreasonable effort and
expense, the issuer may calculate the aggregate market value of the common equity held by
non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(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 registrants) State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date: 19,453,714 as of January 9,
2002.

(Documents incorporated by reference.  If the following documents are incorporated by
reference, briefly describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for
identification purposes.

PART I

**ITEM 1.   DESCRIPTION OF BUSINESS.**

**General**

The Company was incorporated under the laws of Florida 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 Agronix and shareholders of a private  Company,
American Waste Recovery, Inc. ("AWR"), the Company acquired 6,622,250 shares of common
stock, or all of the outstanding shares of AWR, solely in exchange for 6,622,250 shares of common
stock of the Company. As a result of this transaction, AWR became 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.

Agronix, Inc. is in the business of acquiring and developing technologies that convert organic
wastes (animal manure, sewage sludge, bio-solids, produce processing waste etc.) into agricultural
products such as growth substrates, organic fertilizer, soil amendments and other value added agri-products. The Company is also engaged in the business of developing a technology that is used to
recover chemical commodities from organic waste for a wide variety of industries such as
agriculture, food, oil and gas, paper, clothing and pharmaceuticals.

**Background**

******Description of the Technology**

A worldwide problem facing society is how to deal with organic wastes, such as sewage
sludge, manure from intensive livestock operations and food wastes from homes, restaurants and
commercial food producers. In particular, the solid, liquid and gaseous materials remaining from
those organic waste streams are significant sources of pollution. Increases in animal production,
especially hogs and poultry, together with the application of liquid manures and dewatered biosolids
onto land, have created serious air, soil and water pollution problems. These matters have resulted
in an urgent need for solutions to reduce and deal with these environmental pollutants. As a result
of societal pressures, governments are now enacting strict laws and regulations to reduce pollution
and to require producers to effectively deal with organic wastes.

Recognizing this urgent need, Agronix has acquired and developed two independent
technical processes that can be operated independently or in conjunction with one another to
produce fully sanitized and bio-chemically stabilized end products from sewage sludge, animal
manures and other organic residues that can be sold into the market as agronomic and chemical
commodities.   These two processes are:

**1)	BIO-CONVERSION REACTOR ("BCR") SYSTEM**

The *****BCR SYSTEM* formulates organic waste based on various composition content and
transforms it by a fully optimized process into self-sufficient nutrient growth substrates and high-grade organically-based fertilizers using a proprietary procedure.

The BCR bio-conversion plant is capable of processing organic waste material and can be
increased modularly to meet tonnage requirements. It will consist of the following components:

1. 	A receiving area.

2.	An initial processing module consisting of four concrete troughs.

3.	Organic waste processors.

4. 	A bio-filter tunnel for controlling emissions.

5. 	A silo for storing bulking agents.

6. 	A silo for storing micro-nutrients.

7. 	An agitating/turner machine.

8.	A post processing facility.

The BCR technology is fully engineered and being marketed internationally.

**2)**	**BIO-CHEMICAL INTEGRATED RECYCLING ("BCIR") SYSTEM**(currently in
its final stage of research and development).

The *****BCIR SYSTEM* recovers chemicals and other commodities in an environmentally
friendly manner which can be profitably sold to the polymer, surfactant, lubricant, de-icer and
adhesive industries, and as agri-chemicals.



This system is expected to recover over 1,000 chemical commodities from organic
wastes. To date, the Company has successfully identified and removed 65 of these chemical
commodities. If the full potential of this system is met over the next 6 to12 months, through our
process engineering work at Carleton University, it is expected to have a significant impact on
the Company's business.

Upon the completion of the final phase of Research & Development for the BCIR
System, Agronix expects to have an environmentally-friendly process that will be able to recover
chemicals and other commodities from organic wastes that can be sold profitably to a wide
variety of industries.

**Competing Technologies**

There are a number of companies, which state that they have technologies for dealing
with and processing organic wastes. These companies include Thermo Tech Technologies,
Bedminster, and International Bio-Recovery Corp. Given the enormous volume of organic waste
generated each year, the Company has determined that no competitor has the capacity to deal
with all these wastes and that even with the presence of these and other competitors, there will be
enough demand for the Company's services in the foreseeable future. The Company has further
determined that if the end product of converted organic waste is not in a bio-stabilized form, it
will ultimately prove harmful to the environment. The primary in-feed for competitors' plants is
from municipal solid waste, while the Company's in-feed is intended to be primarily sewage
sludge and animal manures.  To the Company's knowledge, none of its competitors makes the
claim they can fully bio-stabilize their end product and no other company is bio-converting
sewage sludge and animal manures to a fully bio-stabilized commercial organic end product. In
addition, the Company knows of no competing technologies that are able to extract viable
chemical commodities from organic wastes.

**The Business Of The Company**

**Description of Business**

The Company intends to initially use its Bio-Conversion Reactor (BCR) System
technology to treat organic wastes that are relatively contaminant free, such as poultry, cattle and
hog manure, and process it into growth substrates and high-grade organically-based fertilizers.
The Company has identified North American and other world locations of concentrated organic
waste and intends to build its plants in those areas.

Agronix has identified a global market for its technologies. The Company's primary focus
is on Europe and North America, where regulations favor the Company's technologies.

**The Market for the Service**

In North America and Europe, an increasing number of municipalities are imposing
regulations to compel producers of organic waste to deal with these substances in an
environmentally responsible manner. The fact that new companies such as Agronix will be able
to treat organic waste in an environmentally-friendly manner may eventually provide the
incentive for local governments to close landfill sites to organic waste altogether*.*The Company
expects these trends to continue which should result in an increasing demand for the Company's
Service. Tipping fees are available in certain situations, however Agronix has not included those
fees in their financial projections as they vary from one region to another.

**Marketing the Service**

The Company is presently negotiating with producers and strategic partners in areas with
high concentrations of organic waste suitable for the Agronix technologies.

**The Products**

The Agronix BCR System is designed to process organic waste residues under specific
optimally controlled conditions to manufacture a high-quality bio-converted organic fertilizer and
growth substrate.  These products are designed to restore and maintain soil organic matter quality
and quantity, improve soil aggregation and porosity, increase water infiltration and retention and
reduce erosion. The finished bioconverted product can be sold as is, or can be further processed
into two categories of products:

1. 	*****Organically-based Fertilizers* designed to supply nitrogen (N), Phosphorus (P), and
Potassium (K) for the full growth cycle of plants on a bio-modulated release basis; and

2. 	*****Growth Substrates* used for house plants and greenhouse production. The
composition of Agronix's growth substrates are designed to maintain and enhance gas and carbon
exchange, supply nutrients, improve root development, and increase water retention.

A study conducted by Agriculture and Agri-Food Canada compared organic fertilizers
similar to the Company's intended organic fertilizer product with commercial chemical fertilizers
for three major types of crops. The study found that the performance of the organic fertilizer met
or exceeded that of the chemical fertilizers.

Market studies show an increasing demand for organic products. The Company believes
it can fill the growing demand of this niche market by providing a fully bio-stabilized growing
media and at the same time solving a major environmental problem (i.e., the current practice of
spreading non-bio-stabilized sewage sludge and animal manure on agricultural land).

**Market for the Product**

The market for fertilizer in North America is mainly supplied with chemical fertilizers.**Demand for fertilizers in North America is estimated at over 50 million tons per year (primarily
for chemical fertilizers). While the total market for organic fertilizers is relatively small, this
niche market is growing in excess of 20% per year. Increasing consumer demand for organic
food products means that the demand for organic fertilizers is expected to continue to increase. In
North America, an estimated one million acres are under organic cultivation while in Europe the
area is an estimated five million acres, which is projected to grow to 20 million acres over the
next five years. In the past 2 years governments have begun to regulate the disposal of organic
wastes and are restricting the use of chemical fertilizers, herbicides and pesticides.

The Company's primary market will be bulk sales to commercial producers,
manufacturers and distributors. An aging baby boomer segment of the population is expected to
lead to further increases in the home garden market. Accordingly, the Company intends to supply
its products to manufacturers who will meet the needs of consumers who are interested in organic
and enhanced fertilizer products. Distribution will likely be through garden centers, major
grocery chains that have a garden department, and hardware chains that sell gardening supplies.
The consumer product will likely be marketed through established firms that have high levels of
market acceptance for their brand of fertilizers.

The Company also intends to supply its products to municipalities, golf courses and parks
who want organic and enhanced fertilizers.

**Competition for the Product**

The major manufacturers of fertilizer that are actively marketing to the retail sector are
Bayer-Pursell which manufactures Vigoro, a slow release chemical fertilizer, the Scotts Company
which manufactures Miracle Gro and the Shultz Company.  The Company is aware of many
companies that are focused solely on providing organic fertilizer products to the market.
However, none of these companies appears to be able to provide a fully bioconverted organic
fertilizer to the market.

**Product Pricing and Marketing**

With respect to marketing the Product, the Company's intention is to seek out one or more
distributors of fertilizer products with a view to negotiating long term buy-out agreements to buy
the entire output of each plant. This will enable the Company to focus all of its efforts on
building and managing the operations of its plants.

The following are some of the key selling points that the Company will use when
promoting its Product to distributors:

The Company's product is fully bioconverted, free of harmful pathogens, and converts
the heavy metals into a water insoluble form which makes them harmless to the environment.
The Company's product restores and maintains soil organic matter quality and quantity, improves
soil aggregation and porosity, and improves root and plant growth. Another advantage is that the
product is more environmentally friendly than conventional chemical fertilizers.

**Environmental Considerations**

Animal manures, produce growers, industrial food processors and sewage sludge
constitute serious environmental hazards. All these organic wastes can leach into soils and
ground waters causing contamination of soils and underground aquifers. The Company's BCR
System can contribute to remediating environmental pollution problems from these sources. The
Company's BCIR System is designed to extract marketable chemical commodities from sewage
sludge without harming the environment. Presently more than 65 different commodity chemicals
can be extracted using the BCIR system.

Setting up plants will likely require environmental permits from the applicable
government authorities having jurisdiction over the proposed plant locations. Given the fact that
the Company's processes will turn organic wastes (which, if untreated, can cause serious
environmental hazards) into safe organic fertilizers and will extract commodity chemicals
without harm to the environment, the Company is confident the environmental permitting
process will be facilitated wherever possible.

**RISK FACTORS**

Investment in the securities of the Company****must be considered as highly speculative and
should only be undertaken by those investors who have sufficient financial resources to enable
them to assume such risks and who have no need for immediate liquidity in their investment. The
Shares should not be purchased by persons who cannot afford the possibility of the loss of their
entire investment, and an investment in the Shares should not constitute a major portion of an
individual's portfolio. In addition to the usual risks associated with an investment in a business, a
prospective investor should carefully consider the following factors.

**Limited Capital - Need for Additional Financing**.



The Company has very limited capital. The Company will need to raise significant
additional funds through public or private equity or debt financing or from other sources for the
construction and operation of each plant. The sale of additional equity or convertible debt may
result in additional dilution to the Company's shareholders and such securities may have rights,
preferences or privileges senior to those of the common stock. To the extent that the Company
relies upon debt financing, the Company will incur the obligation to repay the funds borrowed
with interest and may become subject to covenants and restrictions that restrict operating
flexibility. No assurance can be given that additional equity or debt financing will be available or
that, if available, it can be obtained on terms favorable to the Company or its shareholders. If
sufficient funding is not secured, then the Company may not able to establish and run a viable
business.

**Start-Up Company - Limited Operating History**.

The operating Company was incorporated in January 2000, has limited assets, has a
limited operating history and is at an early stage of development. All of these factors make it
subject to the risks associated with start-up companies. The Company believes that its growth
and future success will, to a certain degree, be dependent upon receiving operating permits from
local governments over which it will have no control. The Company has had no experience in
installing or operating the plants used to process organic waste and may not be successful in
running such a business. Future operating results will depend on many factors, including local
acceptance of the Company's licensed technology, securing local government approvals for the
construction and operation of the Company's intended plants, purchasing decisions by consumers
of organic fertilizers and growing media and others, the ability to obtain adequate sources of
suitable organic waste for its plants, the level of product and price competition, market
acceptance of the Company's product, evolving industry products, general economic conditions
and other factors.

**Lack of Profitability**.

To date the Company has not had any operations. There can be no assurance that the
Company will succeed in building up a successful operating company, in generating sales, or in
running its operations on a profitable basis. The Company has had no revenues. Because the
Company is still in an emerging stage, there can be no assurance that the Company will ever
achieve profitability. The revenue and profit potential of the Company's business and the industry
is unproven, and the Company's limited operating history makes its future operating results
difficult to predict. There can be no assurance that the Company will have positive gross margins

**Dependence on Key Personnel**

The business of the Company will be dependent upon the active participation of its
officers and directors.  To the extent any of them becomes unavailable for any reason, it could
have a serious adverse impact on the Company.  Any officer or employee of the Company can
terminate his or her relationship with the Company at any time.  The Company's future success
will also depend on its ability to attract, train, retain and motivate highly qualified engineering,
marketing, sales and management personnel. Competition for such personnel is intense, and there
can be no assurance that the Company will be able to attract and retain key personnel.

**Market Acceptance**

The Company's overall economic performance is affected by two different markets: the
organic waste treatment market and the fertilizer market. There are no assurances that the
Company's service or product will be successfully marketed.

**Economic Recession/Price Competition**

The Company's business may be affected by many factors which are beyond****its control,
such as an economic recession and aggressive pricing policies of its competitors. The delivery of
a supply of waste to each plant is dependent upon the Company offering competitive tipping fees.
If these fees are not competitive, the Company may not be able to reach or sustain the capacity of
its plants.

**Strength of the Company's Intellectual Property, Proprietary Soil Science Expertise and
Technology**

The Company does not intend to seek patent protection for its processes or its technology
at this time.  There can be no assurance that the Company will be able to protect its licensed
technology from use by competitors. The Company intends to rely primarily on a combination of
copyright law, industrial design legislation and employee and third party nondisclosure
agreements to protect its intellectual property. There can be no assurance of effective protection
of the Company's intellectual property and there can be no assurance that others will not
independently develop a similar technology or obtain access to the Company's technology.

**Competition**

The Company faces competitive pressures from a variety of companies in each of the
markets it intends to enter, primarily from established companies, most of which have greater
financial, marketing and technical resources than the Company. These competitors may be better
able to withstand pressure on price or other margin pressures. There is no assurance that
companies with competitive technology and greater financial resources will not begin competing
with the Company in the future.

**Inexperience in Emerging Markets**

Purchasers of organic fertilizers may prefer to purchase such products from larger, more
established companies than the Company, as other manufacturers may be better able to supply
large volumes of products on short notice or better prices. In addition, such potential purchasers
may be reluctant to adopt a new Product that has not gained wide acceptance in the industry.
Certain competitors of the Company may establish relationships in the marketplace, further
limiting the Company's ability to sell its Products.

**Environmental Matters**

The Company will be subject to stringent standards designed to reduce air, water and soil
emissions through state and local laws and regulations relating to the protection of human health
and the environment. The issue of whether the proposed plants will meet standards imposed by
various jurisdictions has not been determined.

**Risks of Product Defects, Product Returns and Product Liability**

The Product, the Service or the operation of the plants that the Company intends to build
and operate may contain undetected problems or defects. The occurrence of such problems or
defects could result in product returns and other losses to the Company or its customers. Such
occurrence(s) could also result in the loss of or delay in market acceptance of the Product and/or
Services, which could have a material adverse effect on the Company's business, operating
results and financial condition. Further, although the Company hopes to enter into purchase
agreements with customers that will contain provisions designed to limit the Company's exposure
to potential product or service liability claims, it is possible that such provisions limiting liability
will not be effective as a result of federal, state or local laws or ordinances or unfavorable
judicial decisions. Although the Company has not experienced any product, service or liability
claims, the future sale and support of the Company's products or services, if any, entails the risk
of such claims. A successful product or service liability claim brought against the Company or its
licensees, if any, could have a material adverse effect on the Company's business, operating
results and financial condition.

**Potential Fluctuation in Quarterly Results**

The timing and delivery requirements of fertilizer customers' orders can be expected to
vary substantially on a quarterly basis. Such quarterly variations in sales may have a material
effect on the Company's financial results, as operating expenses are expected to be relatively
fixed in the short term.

**Conflicts of Interest**

Directors of the Company may serve as director of, or have significant shareholdings in,
other reporting companies. To the extent that such other companies may participate in ventures in
which the Company may participate, the directors of the Company may have a conflict of interest
in negotiating and concluding terms respecting the extent of such participation. Legally, directors
of the Company must act honestly, in good faith and in the best interests of the Company in
resolving any conflicts, which may arise, and all directors of the Company are aware of these
fiduciary responsibilities. In determining whether or not the Company will participate in a
particular venture, the directors will primarily consider the degree of risk to which the Company
may be exposed, its financial position at that time and, depending on the magnitude of the
venture and the absence of any disinterested directors, whether or not to subject any ventures in
question to the shareholders of the Company for their approval.

**No Public Market**

There is not currently a public market for the Company's stock, and there is no assurance
that such a market will develop in the future. There is a possibility that even if a market does
develop, it may not be maintained. It may also be adversely by future issuances of shares.
Therefore, persons who acquire stock in the Company may have a difficult time liquidating their
investment.



**Time Value of Money**

Since there is a time-value in being able to immediately realize a return on one's
investment, investors may be better off investing in an established business company where an
immediate effect can occur as a result of their investment.

**Not a Diversified Company**

The Company does not expect to be a diversified company in the near future.

******Risks of Leverage, Debt Financing**

The Company may utilize debt or other leverage techniques in order to finance its
operations or the construction of its proposed plants. This has certain risks among which are the
risk of foreclosure or unavailability of other debt if unsuccessful.

**No Dividends**

To date, the Company has not paid any cash dividends on its capital stock and
shareholders should not expect to receive any dividends. At present the Company has no assets
from which to pay dividends. If it did, the Company most likely would use such assets for
business operations. The Company does not anticipate paying any cash dividends in the
foreseeable future.

**Control by Current Management and Shareholders**

The Company's executive officers, directors, and greater than 5% shareholders (and their
affiliates) currently beneficially own approximately 23% of the Company's outstanding Common
Stock (including performance shares held in escrow).

**Penny Stock Rules**

At present, the Company would be considered a "penny stock", which generally is a stock
trading under $5.00. Because of abuses in such stocks, the United States Securities Exchange
Commission (the "SEC") has promulgated certain rules regulating the activities of broker dealers
who wish to recommend purchase of such securities to their customers. This often has the result
of reducing trading in such stocks and making it more difficult for investors to sell their shares.

**ITEM 2.   DESCRIPTION OF PROPERTY**

The Company currently has no investments in real estate, real estate mortgages, or real
estate securities,except for an option on 73 acres in Abbotsford, British Columbiaandanticipates making such investments in the futureas Agronix plants are developed throughout the
world.The Company's principal executive office is  1666 West 75th Avenue, Vancouver, B.C.,
Canada V6P 6G2.  The corporate office is located at 4750 Table Mesa Drive, Boulder, Colorado,
80305.  The Company's telephone numbers are (604) 714-1606 and 1-877-377-2974.  Agronix
Europe, Ltd. maintains an office at 4 rue de Simplon, Geneva 1211, Switzerland.  The  telephone
number there is  (0)22-718-9420.  A shareholder pays the rent for the Company's principal
executive office in exchange for the issuance of 1,960 shares per month.  The shares are valued at
C$1.00 per.

******ITEM 3.   LEGAL PROCEEDINGS**

The Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.  No director, officer or affiliate of the Company, and no owner of
record or beneficial owner of more than five percent (5%) of the securities of the Company, or
any associate of any such director, officer or security holder is a party adverse to the Company or
has a material interest adverse to the Company in reference to pending litigation.

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

No matters were submitted to a vote of the security holders of the Company during the
fourth quarter of the fiscal year which ended December 31, 2001.

PART  II

**ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS**

There is not currently a public trading market for the Company's securities.  Such
securities are currently held of record by a total of approximately 178 persons.

No dividends have been declared or paid on the Company's securities, and it is not
anticipated that any dividends will be declared or paid in the foreseeable future.

**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.

**Introduction**

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

**Plan of Operations**

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

The Company remains in the development stage and does not have an established source
of revenue sufficient to cover its operating costs. As of December 31, 2001, the Company had
cash on hand of $100,610, which is not sufficient to allow it to pay its operating expenses and
carry out its plan of operation for the next twelve months. Therefore, it is the Company's
intention to seek additional financing through private and public placements of its common stock
and to seek commercial alliances and begin production where market opportunities exist.

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 ("Newco") to further develop and
commercialize Biomax's "Robo II" technology.  In exchange for its technology contribution,
Biomax will receive an 80% interest in Newco, and for its cash contribution of $224,000 CAD,
intellectual property and proprietary soil science expertise Agronix has received exclusive
licensing rights and a 20% equity interest.  Agronix has the right to purchase a further 30%
equity interest over the next 3 years for $1,500,000 CAD.

The Company is presently working in the British Columbia, Canada, Fraser Valley,
Abbotsford Region to locate its first 50,000-ton per year bioconversion plant.  In the second
quarter of the current fiscal year, the Company located and contracted for the acquisition of 73-acre parcel of land for a purchase price of $1,800,000 Cdn.  The Company has negotiated a
purchase option of CAD $2,000 per month until April 30, 2002 to preserve its cash flow and
must make a payment of $100,000 CAD to secure this purchase agreement.

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

USA - Florida, New Jersey, New Hampshire

Europe - Geneva, Switzerland (Greater Regional District); Castleblayney, Ireland

Canada - Abbotsford, British Columbia, Newfoundland; St. Martine, Quebec;

Lethbridge, Alberta.

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



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

The Company estimates that it will require funding of approximately $7,500,000 Cdn to
complete construction of the proposed Abbotsford plant.  The Company has entered into
discussions with the Farm Credit Corporation (FCC) of Canada to provide 100% financing for
the Abbotsford plant and for all subsequent plants to be constructed in Canada, but there is no
assurance that this funding will be available.  In the event funding is available from FCC it is
expected to be provided through a joint venture partnership that is partly owned by farmers and
partly owned by the Company.

The Company and Agriculture and Agri-food Canada have mutually agreed not to enter
into a formal research agreement with each other.  The Company has consolidated its research
and development activities at Carleton University in Ottawa where its has committed to fund
research being carried out by Carleton University for a period of 5 years.  The Company will own
any new technologies and/or intellectual property arising out of these research and development
activities.

The Company has closed its private placement offering of up to 2,000,000 shares of
common stock at a price of $1.00 per share.  In addition, the Company has cancelled its
agreement with Epsom Investment Services N.V. to seek funding for a maximum of $10,000,000
at $1.00 per share contingent upon approval of the Company's shares for trading on the NASD
Bulletin Board.   There is no assurance as to when or whether the Company's shares will be
approved for trading on the NASD Bulletin Board.

ITEM 7.   FINANCIAL STATEMENTS.

See following pages.

****

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

******(Formerly RCA Trading Co.)**

(A Development Stage Company)

**CONSOLIDATED FINANCIAL STATEMENTS******

****

**DECEMBER 31, 2001**



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

**(Formerly RCA Trading Co.)**

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

**DECEMBER 31**

******CONTENTS******

****

|                                                | 
|----------------------------------------------- | 
|**INDEPENDENT AUDITORS' REPORT**                | 
|**CONSOLIDATED FINANCIAL STATEMENTS**           | 
|Consolidated Balance Sheets                     | 
|Consolidated Statements of Operations           | 
|Consolidated Statements of Cash Flows           | 
|Consolidated Statements of Stockholders' Equity | 
|Notes to Consolidated Financial Statements      | 

******Independent Auditors' Report**

To the Shareholders of

Agronix, Inc. (formerly RCA Trading Co.)

(A Development Stage Company)

We have audited the balance sheets of Agronix, Inc. (formerly RCA Trading Co.) (A
Development Stage Company) as at December 31, 2001 and 2000 and the statements of
operations, stockholders' equity and cash flows for the years then ended and from inception
(January 20, 2000) to December 31, 2001.  These financial statements are the responsibility of
the company's management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United
States of America.  Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial
position of the company as at December 31, 2001 and 2000 and the results of its operations and
cash flows for the years then ended and from inception (January 20, 2000) to December 31, 2001
in accordance with accounting principles generally accepted in the United States of America.

These financial statements have been prepared assuming that the company will continue as a
going concern.  As discussed in Note 1 to the financial statements, the company is a development
stage company with no significant operating revenues to date, which raises substantial doubt
about its ability to continue as a going concern.  Management's plans in regard to these matters
are described in Note 1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Grant Thornton LLP

****Vancouver, Canada

March 5, 2002

Chartered Accountants

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

**(Formerly RCA Trading Co.)**

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

**********CONSOLIDATED BALANCE SHEETS**

**AS AT DECEMBER 31**

******ASSETS**

|                                     | ********            | ************ 
|------------------------------------ | ------------------- | -------------
|                                     | **2001**            | ******2000** 
|**CURRENT**                          |                     |              
|Cash                                 | $100,610            | $95,040      
|Receivables                          | 1,071               | 403          
|Deposit                              | 4,087               | -            
|                                     | 105,768             | 95,443       
|**CAPITAL ASSETS**(Note 3)           | 9,998               | 2,265        
|**INVESTMENT IN AND ADVANCES TO**    |                     |              
|**3884171 CANADA  INC.**(Note 4)**** | ********143,017**** | ********6,567
|                                     | $258,783            | $104,275     

**LIABILITIES**

|**CURRENT**                                    |         |       
|---------------------------------------------- | ------- | ------
|Accounts payable and accrued liabilities       | $28,786 | $9,265
|Due to companies with common director (Note 5) | 69,870  | 7,000 
|                                               | 98,656  | 16,265

**STOCKHOLDERS' EQUITY**

|**CAPITAL STOCK**(Note 6) |  | 
|------------------------- |  | 
|**Authorized:**           |  | 

25,000,000 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:**               |                         |                  
|----------------------------------------- | ----------------------- | -----------------
|9,664,037 (2000: 6,622,250) common shares | 9,664                   | 6,622            
|Additional paid in capital                | 1,836,286               | 799,127          
|Shares subscribed                         | -                       | 22,500           
|****                                      | 1,845,950               | 828,249          
|**DEFICIT ACCUMULATED DURING THE**        | ********                | ********         
|**DEVELOPMENT STAGE**                     | ********(1,685,823)**** | ********(740,239)
|****                                      | 160,127                 | 88,010           
|                                          | $258,783                | $104,275         

Continuance of operations (Note 1)

Commitments (Note 8)

See accompanying notes to the consolidated financial statements.

********

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

**(Formerly RCA Trading Co.)**

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

**CONSOLIDATED STATEMENTS OF OPERATIONS**

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

|********            | **********Cumulative** | ************         | ********           
|------------------- | ---------------------- | -------------------- | -------------------
|                    | ******From Inception** | **For the**          | **From Inception** 
|                    | ******(Jan 20, 2000)** | **Year Ended**       | **(Jan 20, 2000)** 
|                    | **to December 31**     | **December 31**      | **to December 31** 
|                    | ******2001**           | **********2001**     | **********2000**   
|**INTEREST EARNED** | $                2,426 | $              1,248 | $             1,178

|**EXPENSES**                     |           |         |        
|-------------------------------- | --------- | ------- | -------
|Stock based compensation         | 477,000   | 295,750 | 181,250
|Consulting fees                  | 511,814   | 215,644 | 296,170
|Depreciation                     | 1,211     | 899     | 312    
|Office and general               | 54,249    | 35,831  | 18,418 
|Professional fees                | 111,244   | 67,662  | 43,582 
|Rent                             | 20,431    | 17,941  | 2,490  
|Research and development(Note 7) | 388,683   | 238,683 | 150,000
|Shareholder communications       | 7,359     | 4,846   | 2,513  
|Travel and promotion             | 116,258   | 69,576  | 46,682 
|                                 | 1,688,249 | 946,832 | 741,417

|******NET LOSS**                           | $   (1,685,823) | $   (945,584)           | $     (740,239)  
|------------------------------------------ | --------------- | ----------------------- | -----------------
|****                                       | ********        | ************            | ********         
|Weighted average common shares outstanding |                 | ****7,939,725****       | ********5,423,985
|****Basic and diluted loss per share****   | ********        | ********$    (0.12)**** | ********$  (0.14)



See accompanying notes to the consolidated financial statements.

****

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

**(Formerly RCA Trading Co.)**

****(A Development Stage Company)

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

|****                                                                      | **********Cumulative****** | ************         | ********               
|------------------------------------------------------------------------- | -------------------------- | -------------------- | -----------------------
|                                                                          | **From Inception**         | **For the**          | **From Inception**     
|                                                                          | **(January 20, 2000)**     | **Year Ended**       | **(January 20, 2000)** 
|                                                                          | **to December 31,**        | **December 31,**     | **to December 31,**    
|                                                                          | ******2001******           | **********2001****** | **********2000**       
|******Cash derived from (applied to):**                                   |                            |                      |                        
|******OPERATING**                                                         | ************               | ************         | ********               
|Net Loss                                                                  | $(1,685,823)               | $(945,584)           | $(740,239)             
|Depreciation                                                              | 1,211                      | 899                  | 312                    
|Research and development expenses paid                                    |                            |                      |                        
|through issuance of common shares (Note 7)                                | 383,856                    | 233,856              | 150,000                
|Stock based compensation                                                  | 477,000                    | 295,750              | 181,250                
|Rent paid through issuance of common shares                               | 10,109                     | 10,109               | -                      
|Consulting fees paid though the                                           |                            |                      |                        
|issuance of common shares                                                 | 49,214                     | 49,214               | -                      
|Change in non-cash working capital                                        |                            |                      |                        
|Receivables                                                               | (1,071)                    | (668)                | (403)                  
|Deposit                                                                   | (4,087)                    | (4,087)              | -                      
|Payables and accruals                                                     | 15,685                     | 6,420                | 9,265                  
|                                                                          | (753,906)                  | (354,091)            | (399,815)              
|******FINANCING**                                                         |                            |                      |                        
|Advances under a credit facility with a                                   |                            |                      |                        
|company with director in common                                           | 187,870                    | 62,870               | 125,000                
|Repayments of credit facility with a                                      |                            |                      |                        
|company with director in common                                           | (118,000)                  | -                    | (118,000)              
|Advances to shareholder                                                   | (14,267)                   | (14,267)             | -                      
|Shares issued or subscribed for cash                                      | 953,139                    | 456,140              | 496,999                
|                                                                          | 1,008,742                  | 504,743              | 503,999                
|******INVESTING**                                                         |                            |                      |                        
|Acquisition of capital assets                                             | (11,209)                   | (8,632)              | (2,577)                
|Investment in and advances to 3884171 Canada Inc.                         | (143,017)                  | (136,450)            | (6,567)                
|                                                                          | (154,226)                  | (145,082)            | (9,144)                
|****Increase in cash                                                      | 100,610                    | 5,570                | 95,040                 
|**Cash,** beginning of period                                             | -                          | 95,040               | -                      
|**Cash,** end of period                                                   | $100,610                   | $100,610             | $95,040                
|********

**Non-cash financing transactions not included in
cash flows:** |                            |                      |                        
|Shares issued for research and development                                | $       383,856            | $        233,856     | $         150,000      
|Stock based compensation                                                  | $       477,000            | $        295,750     | $         181,250      
|Shares issued for rent                                                    | $         10,109           | $          10,109    | $                     -
|Shares issued for consulting services                                     | $         49,214           | $         49,214     | $                     -
|Reverse merger adjustment (Note 1)                                        | $                   -      | $        27,368      |                        



See accompanying notes to the consolidated financial statements.

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

**(Formerly RCA Trading Co.)**

****(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2001**

|********                                                          | ************     | ************ | ************     | ************        | **********Deficit** | ********   
|----------------------------------------------------------------- | ---------------- | ------------ | ---------------- | ------------------- | ------------------- | -----------
|                                                                  |                  |              | **************** | ****                | **Accumulated**     | ****       
|                                                                  | ******Common**   | **Common**   | **Additional**   | ****                | **During the**      | ****       
|                                                                  | ******Shares**   | **Shares**   | **Paid-In**      | **Shares**          | **Development**     | ****       
|                                                                  | ******(Number)** | **(Amount)** | **Capital**      | **Subscribed**      | **Stage**           | **Total**  
|Shares issued for cash                                            |                  |              |                  |                     |                     |            
|****************at $0.001 per share                               | $5,250,000       | $5,250       | $-               | $-                  | $-                  | $5,250     
|Shares issued for cash                                            |                  |              |                  |                     |                     |            
|at $0.30 per share                                                | 40,000           | 40           | 7,960            | -                   | -                   | 8,000      
|Shares issued for cash                                            |                  |              |                  |                     |                     |            
|at $0.50 Cdn per share                                            | 1,000,000        | 1,000        | 337,287          | -                   | -                   | 338,287    
|Shares issued for cash                                            |                  |              |                  |                     |                     |            
|at $1.00 Cdn per share                                            | 182,250          | 182          | 122,780          | -                   | -                   | 122,962    
|Shares issued to acquire                                          |                  |              |                  |                     |                     |            
|research and                                                      |                  |              |                  |                     |                     |            
|development (Note 7)                                              | 150,000          | 150          | 149,850          | -                   | -                   | 150,000    
|Shares subscribed at $1.00                                        |                  |              |                  |                     |                     |            
|U.S. cash per share                                               | -                | -            | -                | 22,500              | -                   | 22,500     
|Stock based compensation                                          | -                | -            | 181,250          | -                   | -                   | 181,250    
|Net loss                                                          | -                | -            | -                | -                   | (740,239)           | (740,239)  
|Balance, December 31, 2000                                        | 6,622,250        | 6,622        | 799,127          | 22,500              | (740,239)           | 88,010     
|Acquisition of AWR on                                             |                  |              |                  |                     |                     |            
|March 26, 2001 (Note 1)                                           | 6,622,250        | 6,622        | (33,990)         | -                   | -                   | (27,368)   
|Reverse merger adjustment                                         | (4,939,000)      | (4,939)      | 4,939            | -                   | -                   | -          
|Shares issued at $1.00 Cdn                                        |                  |              |                  |                     |                     |            
|per share                                                         | 669,357          | 670          | 404,543          | (22,500)            | -                   | 382,713    
|Shares issued for premises                                        |                  |              |                  |                     |                     |            
|lease at $1.00 Cdn per                                            |                  |              |                  |                     |                     |            
|share                                                             | 15,680           | 15           | 10,094           | -                   | -                   | 10,109     
|Shares issued for consulting                                      |                  |              |                  |                     |                     |            
|services at $1.00 Cdn                                             |                  |              |                  |                     |                     |            
|per share                                                         | 82,500           | 83           | 49,131           | -                   | -                   | 49,214     
|Shares issued for research and
development at $1.00 Cdn per
share | 360,000          | 360          | 233,496          | -                   | -                   | 233,856    
|Stock based compensation                                          | -                | -            | 295,750          | -                   | -                   | 295,750    
|Shares issued for cash at $0.50
Cdn per share                     | $231,000         | 231          | 73,196           | -                   | -                   | 73,427     
|Net loss for the year                                             | -                | -            | -                | -                   | (945,584)           | (945,584)  
|Balance, December 31, 2001                                        | 9,664,037        | $      9,664 | $1,836,286       | $                 - | $   (1,685,823      | $   160,127

See accompanying notes to the consolidated financial statements.

**AGRONIX, INC.**

**(Formerly RCA Trading Co.)**

****(A Development Stage Company)

**1.	 OPERATIONS AND GOING CONCERN**

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

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

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

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

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

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

**2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**CONSOLIDATION**

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

**ACCOUNTING FOR STOCK OPTIONS**

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

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

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

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

**CAPITAL ASSETS**

Capital 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
|Computer software  | 50	% | straight line

**INVESTMENTS**

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

**TECHNOLOGY**

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

**RESEARCH AND DEVELOPMENT**

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

**LONG-LIVED ASSETS**

The Company monitors the recoverability of long-lived assets, including capital assets and its
investments in and advances to 3884171 Canada Inc., based on estimates using factors such as
current market value, future asset utilization,  and future undiscounted cash flows expected to
result from the 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 asset's carrying value over its estimated
realizable value.

**LOSS PER SHARE**

The Company follows SFAS No. 128 to calculate earnings 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.

****

**RECENT ACCOUNTING PRONOUNCEMENTS**

SFAS 141 & 142

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

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

b) intangible assets acquired in a business combination must be recorded separately from
goodwill if they arise from contractual or other legal rights or are separable from the acquired
entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of
a related contract, asset or liability.

c) effective January 1, 2002, goodwill and intangible assets with indefinite lives will be tested for
impairment annually and whenever there is an impairment indicator.

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

Management's preliminary assessment of these statements is that they will not have a material
impact on the Company's financial position or results of operations.

SFAS 143 & 144

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

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.  This statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets to be Disposed Of.  The provisions of the
statement are effective for financial statements issued for fiscal years beginning after December
15, 2001.

The Company is evaluating the impact of the adoption of these standards and has not yet
determined the effect of adoption on its financial position and results of operations.

**3.	CAPITAL ASSETS**

|********                | ************       | ************             | **********Net**        
|----------------------- | ------------------ | ------------------------ | -----------------------
|********                | ************       | **********Accumulated**  | **********December 31**
|********                | **********Cost**   | **********Amortization** | **********2001**       
|Office equipment        | $            1,484 | $               445      | $            1,039     
|Computer equipment      | 2,476              | 700                      | 1,776                  
|Computer software       | 134                | 67                       | 67                     
|Option to purchase land | 7,116              | -                        | 7,116                  
|                        | $          11,210  | $           1,212        | $           9,998      

****

|********                | ************       | ************             | **********Net**        
|----------------------- | ------------------ | ------------------------ | -----------------------
|********                | ************       | **********Accumulated**  | **********December 31**
|********                | **********Cost**   | **********Amortization** | **********2000**       
|Office equipment        | $            1,484 | $              148       | $            1,336     
|Computer equipment      | 1,094              | 165                      | 929                    
|Computer software       | -                  | -                        | -                      
|Option to purchase land | -                  | -                        | -                      
|                        | $            2,578 | $              313       | $           2,265      

**4.  INVESTMENT IN AND ADVANCES TO 3887141 CANADA INC.**

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

Under the terms of the agreement:

(a) Bio-Max contributed the Robo II technology as its capital contribution for an 80% interest in
Newco.  The Company contributed $20 Cdn and its technical process improvements, its
intellectual property rights and proprietary bio-conversion formulae as its capital contribution for
a 20% interest in newco with a 3 year option to purchase a further 30% of Newco for $1,500,000
CAD.   Should the Company exercise this option, it would be a 50/50 partner with Bio-Max in
Newco.

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

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

(d) Agronix has advanced $224,000 CAD to Newco which has completed Robo III engineering
and the Bio-Conversion Reactor System (BCR) to be constructed for commercial plant
operations throughout the world.

The Company's investment in and advances to Newco have been accounted for as follows:

|******** | ************                                                 | **********December 31** | **********December 31**
|-------- | ------------------------------------------------------------ | ----------------------- | -----------------------
|         |                                                              | **************2001**    | **********2000**       
|         | Investment in shares                                         | $           13          | $           -          
|         | Advances, non-interest bearing, no stated terms of repayment | 143,004                 | 6,567                  
|         |                                                              | $143,017                | $6,567                 

**5.	DUE TO RELATED PARTIES**

|******** | ************                                                                                                 | **********December 31** | **********December 31**
|-------- | ------------------------------------------------------------------------------------------------------------ | ----------------------- | -----------------------
|         |                                                                                                              | **************2001**    | **********2000**       
|         | Revolving credit facility witha shareholder, unsecured, non-interest
bearing, principal due on June 30, 2002 | $7,000                  | $7,000                 
|         | Demand loan from a company controlled by a shareholder  -
unsecured, principal in the amount of $100,000     |                         |                        
|         | Cdn; 12% per annum simple interest; interest payable monthly;

repayable on demand or on June 30, 2002       | 62,870                  | -                      
|         |                                                                                                              | $69,870                 | $ 7,000                

**6.  CAPITAL STOCK**

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

Subsequent to year-end, on January 9, 2002 the Company amended its outstanding number of
common shares to reflect a two-for-one split.  As a result, the 9,726,857 issued and outstanding
shares as of that date changed to a total of 19,453,714 issued and outstanding shares. In addition,
the Company amended its Articles of Incorporation to change the authorized number of common
shares from 25,000,000  to 50,000,000.

**STOCK OPTIONS**

****	The following table summarizes information about outstanding and exercisable share options at
December 31, 2001:

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

|                |                      |                       | ************Average       | **Weighted**  | ****            | **Weighted** 
|--------------- | -------------------- | --------------------- | ------------------------- | ------------- | --------------- | -------------
|                |                      |                       | **************Remaining** | **Average**   | ****            | **Average**  
|                |                      | **********Excercise** | **Contractual**           | **Excercise** | ****            | **Excercise**
|**Number**      | ****                 | **Price**             | **Life**                  | **Price**     | **Number**      | **Price**    
|**Outstanding** | **Grant Date**       | **Per Share**         | **(In Years)**            | **Per Share** | **Exercisable** | **Per Share**
|****420,000**** | ********01/27/00**** | ********$0.50         | ****4.33                  | ****$0.50     | ****420,000     | ****$0.50    
|200,000         | 01/28/00             | 0.50                  | 4.33                      | 0.50          | 200,000         | 0.50         
|150,000         | 02/17/00             | 0.50                  | 4.39                      | 0.50          | 150,000         | 0.50         
|250,000         | 08/04/00             | 0.50                  | 4.85                      | 0.50          | 250,000         | 0.50         
|75,000          | 10/30/00             | 0.67                  | 5.08                      | 0.67          | 75,000          | 0.67         
|200,000         | 01/17/01             | 1.00                  | 4.30                      | 1.00          | 200,000         | 1.00         
|40,000          | 07/03/01             | 1.00                  | 5.76                      | 1.00          | 20,000          | 1.00         
|500,000         | 07/09/01             | 0.50                  | 4.78                      | 0.50          | 250,000         | 0.50         
|1,835,000       |                      |                       |                           | $0.57         | 1,565,000       | $0.58        

Summary of share option activity and information concerning options at December 31, 2001:

|******** | ******** | ************
|-------- | -------- | ------------

| |                            |                          |                   
| | -------------------------- | ------------------------ | ------------------
| |                            | ******************2001** | **********2000**  
| | Balance, beginning of year | $1,170,000               | $                -
| | Granted                    | 765,000                  | 1,170,000         
| | Cancelled                  | (100,000)                | -                 
| | Balance, end of year       | $1,835,000               | $1,170,000        

The company granted options to purchase 586,225 shares of the company's common stock to
consultants during the year ended December 31, 2001.  Compensation expense of $295,750
related to these options has been recorded.

The company also granted options to purchase 112,500 shares of the company's common stock to
directors and consultants during the year ended December 31, 2001.  No expense has been
recorded related to these options.

The company accounts for the options issued to directors and employees in accordance with the
provisions of APB Opinion No. 25, Accounting for Stock Options Issued to Employees.  Had
compensation cost for the stock option plan been determined based on the fair value at the grant
date consistent with the method of SFAS No. 123, Accounting for Stock-Based Compensation,
the company's net loss and net loss per share would have been the pro forma amounts indicated
below:



|******** | ************                | **********December 31** | **********December 31**
|-------- | --------------------------- | ----------------------- | -----------------------
|         |                             | **************2001**    | **********2000**       
|         | **Net Loss:**               |                         |                        
|         | Actual net loss             | $(945,584)              | $(740,239)             
|         | Proforma net loss           | $(1,322,584)            | $(1,074,464)           
|         | **Loss per share:**         |                         |                        
|         | Actual net loss per share   | $(0.12)                 | $(0.14)                
|         | Proforma net loss per share | $(0.17)                 | $(0.20)                
|         |                             |                         |                        



The fair value of each option grant was estimated at the grant date using the Black-Scholes
option-pricing model for the period from inception to December 31, 2001, assuming a risk-free
interest rate of 4.85% (2000: 4.86%), volatility of 67.6% (2000: 0%), zero dividend yield (2000:
zero), and an expected life of six years.

The Black-Scholes option valuation model was developed for use in estimating the fair value of
traded options and warrants which have no vesting restrictions and are fully transferable.  In
addition, option valuation models require the input of highly subjective assumptions, including
the expected stock price volatility.  Because the company's employee stock options and warrants
have characteristics significantly different from traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimates, in management's
opinion, the existing models do not necessarily provide a reliable measure of the fair value of its
employee stock options.

****

**PERFORMANCE SHARES**

On January 27, 2000, 500,000 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, one performance share will be released from escrow.  All shares remain in escrow at
December 31, 2001.

**7.	 RESEARCH AND DEVELOPMENT**

During 2000, AWR  acquired certain soil and organic matter expertise and intellectual property
from an unrelated organic residue consultant based in Ottawa, Canada.  The consideration for
this acquisition was 150,000 AWR common shares issued at an estimate of their fair value of
$1.00 per share.  This research and development has been expensed.

During 2001, 110,000 Agronix shares were issued at an estimate of their fair value of $1.00 Cdn per
share to three separate parties with soil science and engineering expertise.  The shares were
consideration for engineering activity which was required to advance the design of the BCIR system
to the point that it meets specific functional and economic requirements and is ready for
manufacture.

A further 250,000 shares were issued during 2001 at an estimate of their fair value of $1.00 Cdn per
share to three separate parties with soil science and engineering expertise.  The shares were
consideration for routine, on-going efforts to refine, enrich, and otherwise improve upon the qualities
of the existing BCR system, and the engineering follow-through in the early phase of commercial
production.

The company has incurred research and development expenses as follows:

Cumulative From
Inception (Jan 20, 2000
to December 31, 2001
For the year ended
December 31,
2000
From Inception (Jan
20, 2000) to December
31, 2000Acquisition of organic matter expertise
and intellectual property
$150,000
$               -
$    150,000Technical development of BCR System
167,227
167,227
-Technical development of BCIR
System
71,456
71,456
-$388,683
$238,683
$150,000COMMITMENTS

****Collaborative Research and Development Agreement****

The Company has consolidated its research and development activities at Carleton
University in Ottawa, Canada where it has committed to fund research being carried out by
Carleton University for a period of five years.  The company will own any new technologies
and/or intellectual property arising out of these research and development activities. Upon
execution of a formal agreement, the company will contribute approximately $90,000 per year in
cash for five years and $1,725,000 in kind to further research and development in this area.  No
expenditures have been made under this agreement.

**Licensing Agreement**

The Company has entered into a licensing agreement with a U.K. registered Company whereby
the Company has committed to provide exclusive rights to introduce the Company's technology
throughout Europe.  Under the agreement the Company has received a convertible loan note, the
principal amount of $8,000,000 with an agreed value of GBP 5,673,759; non-interest bearing and
convertible on July 21, 2002 into 2,466,852 shares of non-diluted common shares of the licensee,
or immediately upon the licensee being listed on any recognized stock exchange, if this occurs
prior to July 21, 2002.

This transaction has not been recorded in the financial statements, as there is uncertainty as to the
collectibility of the $8,000,000 note.  In addition, the fair market value of the 2,466,852 common
shares which would be received on conversion cannot be readily determined.

**Option to purchase land**

The Company has acquired an option to purchase a 73 acre parcel of land in the Fraser Valley
region of British Columbia, Canada, on which it intends to construct its initial pilot plant in
Western Canada.  Under the agreement, the Company has agreed to pay $2,000 Cdn. per month
to extend the land purchase option to May 18, 2002.   The agreed purchase price of the land is
$1,800,000 Cdn.  The Company is required to make a payment of $100,000 Cdn. to secure the
purchase  agreement.

**9.	 INCOME TAXES**

At December 31, 2001, the Company has net operating losses carried forward of approximately
$1,200,000 that may be offset against future taxable income to 2020.  No future tax benefit has
been recorded in the financial statements, as the Company believes that it is more likely than not
that the carryforwards will expire unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same amount.

**10.  RELATED PARTY TRANSACTIONS**

During the year ended December 31, 2001, the Company paid $58,145 in consulting fees to its
president and C.E.O. and $133,385 to other shareholders as consulting fees.  The consulting fees
of $133,385 paid to other shareholders include cash payments of $80,672 and 82,500 common
shares valued at $49,214.  The Company also paid rent of $7,914 to a Company controlled by its
president.

Part III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers currently serving the Company are as follows:

|Name             | Age | Positions Held and Tenure                      
|---------------- | --- | -----------------------------------------------
|Brian Hauff      | 53  | President, CEO and a Director since March 2001 
|Peter J. Barnett | 62  | Chairman of Board of Directors since March 2001
|Dr. Henri Dinel  | 52  | Director since March 2001                      
|Peter Drummond   | 48  | Director since March 2001                      



The directors named above will serve until the next annual meeting of the Company's
stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders'
meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.  There is no
arrangement or understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected as a director or
officer.

The directors and officers will devote their time to the Company's affairs on an "as
needed" basis, which, depending on the circumstances, could amount to as little as two hours per
month, or more than forty hours per month, but more than likely will fall within the range of five
to ten hours per month.

Biographical Information

Brian Hauff

Brian Hauff is the President, Chief Executive Officer and a director of the Company. Mr.
Hauff is the founder of the Company and has worked for the Company since its inception. He has
also been an investor/developer for the past 20 years.  Mr. Hauff has a combined Economics and
Commerce degree (Hons.) from Simon Fraser University and a law degree from the University of
British Columbia.  He is a resident of Vancouver, B.C. Canada.

Peter J. Barnett

Peter Barnett is the Chairman and a director of the Company.  He is a co-founder of a
number of restaurant companies including Pizza Patio, Elephant and Castle, and most recently
the Canadian division of the Rainforest Café.  Mr. Barnett is well known for his involvement in
community and charitable services.  Mr. Barnett was honored by Canada with the 125th
Centennial Medal of Honor for contributions to the development of Canadian society. He was
recently honored by his appointment to the presidency of Variety Club International, a worldwide
charity that supports children in need.  Mr. Barnett is a resident of Vancouver, B.C. Canada.

Dr. Henri Dinel

Dr. Henri Dinel is a director of the Company.  He has been a research scientist with the
Research Branch of Agriculture and Agri-Food Canada since 1974 and since 1990 he has been
leading a study on the impact of bio-solids on soil agro-ecological functions and the development
of value-added products from residual and naturally occurring organic matters.  Dr. Dinel
obtained a B.S. in 1981 from the University of Ottawa in plant biology and biochemistry; an
Masters in Science in 1985 from the University of Montreal in Palynology, Paleoecology and
Pedology; and a Ph.D. in 1989 from McGill University in soil sciences.  He is a resident of
Chelsea, Quebec.

Peter Drummond

Peter Drummond has an extensive background in the waste management industry.   He is
Chairman of Watercare Services Limited and Envirowaste Services Ltd., both billion dollar
corporations.  He either acts as a Director or Chairman for 11 companies, many of which
specialize in the management of waste.  His invaluable knowledge of the industry will give
Agronix, Inc. a strong international presence.  Peter Drummond resides with his family in New
Zealand.  Mr. Drummond is well known for his charitable work.

Compliance With Section 16(a) of the Exchange Act.

The Company's officers, directors and principal shareholders have represented to the
Company that they have filed, or plan to file, an Annual Statement of Changes in Beneficial
Ownership on Form 5.

ITEM 10.  EXECUTIVE COMPENSATION.

During the year ended December 31, 2001, the company paid $58,145 in consulting fees
to its president and C.E.O., and $133,385 to other shareholders as consulting fees.  The
consulting fees of $133,385 paid to other shareholders include cash payments of $80,672 and
82,500 common shares valued at $49,214.  The Company also paid 360,000 common shares
valued at $233,856 to soil scientists, engineers and agronomists for their technical expertise in
the continued development and the commercialization of the BCR system technology.  The
Company also paid rent of $7,914 to a Company controlled by its president.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth the number of shares of Common Stock owned of record
and beneficially by executive officers, directors and persons who hold 5.0% or more of the
outstanding Common Stock of the Company.  Also included are the shares held by all executive
officers and directors as a group.

|Name and Address                                                              | Number of Shares Owned
Beneficially | Percent of Class
|----------------------------------------------------------------------------- | ----------------------------------- | ----------------
|Brian Hauff(1)(2)

1666 West 75th Avenue

Vancouver, B.C.,Canada V6P 6G2      | 1,900,000(2)                        | 9.76%           
|Peter J. Barnett(1)(3)

1666 West 75th Avenue

Vancouver, B.C.,Canada V6P 6G2 | 828,000(3)                          | 4.25%           
|Dr. Henri Dinel(1)(4)

1666 West 75th Avenue

Vancouver, B.C.,Canada V6P 6G2  | 900,000 (4)                         | 4.62%           
|Peter Drummond(1)(5)

1666 West 75th Avenue

Vancouver, B.C.,Canada V6P 6G2   | 300,000 (5)                         | 1.54%           
|Ron Behr(1)(6)

1666 West 75th Avenue

Vancouver, B.C.,Canada V6P 6G2         | 647,000 (6)                         | 3.32%           
|Epsom Investment Services

16 Pietermaai

Curacao, Nederlands, Antilles       | 7,600,000                           | 39.06 %         
|All directors and executive officers as

a group ( 6 in number)               | 4,575,000                           | 23.52 %         

(1)   The person listed is an officer, a director, or both, of the Company.

(2)  Includes 1,000,000 performance shares which are currently held in escrow pursuant to an
agreement dated January 27, 2000.  Such shares shall be released from escrow based upon the
Company's cumulative cash flow.  For each $0.25 of cash flow, one share will be released. Any
performance shares not released from escrow on or before January 27, 2010, shall be cancelled.
Also includes 600,000 options to purchase 600,000 shares of common stock at a price of $0.50.
The options expire on January 27, 2006.

(3)Includes 128,000 shares owned by family members, of which Mr. Barnett may be deemed to
be the beneficial owner.  Also includes 300,000 shares of common stock and 400,000 options to
purchase 400,000 shares of common stock at a price of $0.50.  The options expire on January 28,
2006.

(4)Includes 600,000 shares and 300,000 options to purchase 300,000 shares of common stock at
$0.50 registered in the name of DRD Consultant, of which Mr. Dinel may be deemed to be the
beneficial owner.   The options expire on August 4, 2006.   DRD Consultant is owned by Denise
Regimbald Dinel, the spouse of Dr. Henri Dinel.

(5)Includes 300,000 options to purchase 300,000 shares of common stock at $0.50.  The options
expire on January 17, 2006.

(6)Includes 497,000 shares and 150,000 options to purchase 150,000 shares of common stock at
CAD $1.00.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

As permitted by Florida law, the Company's Bylaws provide that the Company will
indemnify its directors and officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of their being, or having
been, Company directors or officers unless, in any such action, they are adjudged to have acted
with gross negligence or willful misconduct.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.



Exclusion of Liability

The Company's Bylaws exclude personal liability for its directors for monetary damages
based upon any violation of their fiduciary duties as directors, except as to liability for any breach
of the duty of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of****Title 36, Chapter607.0850, of the
Florida Corporation Statutes, or any transaction from which a director receives an improper
personal benefit.  This exclusion of liability does not limit any right which a director may have to
be indemnified and does not affect any director's liability under federal or applicable state
securities laws. ****

Conflicts of Interest

None of the officers of the Company will devote more than a portion of his time to the
affairs of the Company.  There will be occasions when the time requirements of the Company's
business conflict with the demands of the officers' other business and investment activities.
Such conflicts may require that the Company attempt to employ additional personnel.  There is
no assurance that the services of such persons will be available or that they can be obtained upon
terms favorable to the Company.

In particular, the Company's officers, directors and principal shareholders formed other
blind pool or blank check Florida-based companies at about the same time as formation of the
Company, which have a structure and a business plan identical to that of the Company.
Dominick Pope, President and a Director of the Company, is also an executive officer of Amwest
Group, Inc., Secretary of F-Pack, International, President and a director of Rolfe Enterprises, Inc.,
and is President of Studio II Productions, Inc.  James Season, Secretary and a Director of the
Company, is also Secretary of Rolfe Enterprises, Inc.

It is also likely that the Company's officers and directors will form additional blind pool
or blank check companies in the future, with a business plan similar or identical to that of the
Company.  The other blind pool or blank check companies which were formed at about the same
time as the Company and have an identical structure and business plan may be considered to be
in direct competition with the Company for available business opportunities, but that competition
does not currently create a conflict of interest with the Company because each of such companies
currently has an identical group of shareholders.  However, any additional blind pool or blank
check companies formed in the future, or which do not have the same shareholders and an
identical capital structure as the Company, would  be in direct competition with the Company for
available business opportunities and would create the potential for conflicts of interest.

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

(a)  The Exhibits listed below are filed as part of this Annual Report.



Exhibit No.				Document



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 ).

(b)  No reports on Form 8-K were filed by the Company during the last quarter of its
fiscal year ending December 31, 2001.



******SIGNATURES**

In accordance with the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

**AGRONIX, INC.**

********

By: /S/ BRIAN HAUFF

Brian Hauff, President, Chief Executive Officer and Director

By:/S/ PETER BARNETT

Peter Barnett, Director

By:/S/ PETER DRUMMOND

Peter Drummond

By:/S/ HENRI  DINEL

Henri Dinel, Director

Date: March 28, 2002