Form 10-KSB

XAnnual report under section 13 or 15(d) of the Securities Exchange Act of 1934

 	For the fiscal year ended December 31, 2003.

___Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____ to ____.

|Florida                                        | 0-15893                  | 65-0664961                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification
Number)

|1666 West 75th Avenue

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

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

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

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

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

Check if  no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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 and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the average bid and asked
price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.) $ 3,294,010, based upon close price as of $0.15 as of March 29, 2004.

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: As of February 29, 2004, the Company had 28,028,067 shares outstanding.

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 (e.g., annual report to security holders for fiscal year ended
December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes ____; No _X__

---

PART I

**ITEM 1.   DESCRIPTION OF BUSINESS.**

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This section and other parts of this 10KSB contain forward-looking statements that are, by their nature,
subject to risks and uncertainties. These forward-looking statements include, without limitation,
statements relating to our company's operations, economic performance, financial condition, growth and
acquisition strategies, investments, and operation plans.  Any such statements  that are not statements of
historical fact may be deemed to be forward-looking statements.

Without limiting the generality of the foregoing, words such as "believe", "expect", "intend",
"anticipate", "may", "will", "should", "expects", "plans", "anticipates", "estimates", "predicts",
"potential", "continue", "projects" or the negative or other variations or comparable terminology or
derivatives thereof denote forward-looking statements. These statements are only predictions and by their
nature involve substantial risks and uncertainties, many of which are beyond control.  Thus, actual results
may differ materially from those expressed in or implied by such forward-looking statements. Factors
that could cause actual results to differ materially include, but are not limited to, those discussed herein
under the heading **" RISK FACTORS."**

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or achievements. We are under no
obligation to publicly update any of the forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

**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)	GLOBAL ORGANIC (G.O.)SYSTEM**

The *****G.O. 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 G.O. SYSTEM 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 G.O. SYSTEM 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 G.O. 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 G.O. 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.

**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.

**Lack of Liquid Public Market**

Although there is currently a limited public market for the Company's stock, there is no
assurance that a more active or liquid market will develop in the future.  There is a possibility that even if
a more active or liquid  market does develop for a period of time, 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.

**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 21.65% 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.  The Company's principal executive office is  1666 West 75th Avenue, Vancouver, B.C.,
Canada V6P 6G2.  The Company's telephone numbers are (604) 714-1606 and 1-877-377-2974.****

**ITEM 3.  	LEGAL PROCEEDINGS**

None.

**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, 2003.

PART  II

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

The Company's common stock is currently traded under the symbol "AGNI."   These securities
are quoted in the over-the-counter market.  AGNI was listed for trading in May 2002, and began trading
in June 2002.  The following  table sets forth the Company's high and low bids for the Company's
common stock as reported on the Bulletin Board for the  periods indicated.

|Fiscal Year 2003 | High | Low
|---------------- | ---- | ---
|First Quarter    | .36  | .20
|Second Quarter   | .82  | .21
|Third Quarter    | .42  | .15
|Fourth Quarter   | .25  | .16

The closing bid price of the Company's common stock as  reported on the Over-the- Counter
Bulletin Board on March 17, 2004 was $0.18 per share.  The prices presented are bid prices which
represent prices between broker-dealers and don't include retail mark-ups and mark-downs or any
commission to the dealer.  The  prices may not reflect actual transactions. These securities are currently
held of record by a total of approximately 600 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.   Income  will be retained for the
development and expansion of the Company's business.  Dividend policy for the future is subject to the
discretion of the Board of Directors, and will depend upon a number of factors, including earnings, debt
service, capital requirements, business conditions and other factors that the Board of Directors may deem
relevant.

During the quarter ended December 31, 2003, the Company issued a total of 2,658,125 shares. A
total of 1,629,625 of these shares were issued for cash in transactions which were made in reliance upon
exemptions from registration under the Securities Act of 1933. The gross offering proceeds received
from the sale of such shares was $ 307,628.77, and the Company paid no underwriting discounts or
commissions. The shares were issued in reliance upon the safe harbor provisions of Regulation S,
adopted under the Securities Act of 1933, for offers and sales that occurred outside the United States.
The shares were issued on various dates between October 1, 2003, and December 31, 2003, to persons
who subscribed for purchase of such shares pursuant to the terms of an offering memorandum dated:
April 30, 2003 or November 1, 2003.

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

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

**Overview**

The number of authorized shares of common stock in the Company was 25,000,000, and 10,000,000
shares of preferred stock were also authorized. In January 2002, in conjunction with a 2:1 forward split
of its issued and outstanding common stock, the Company increased its authorized common stock from
25,000,000 to 50,000,000 shares.

**Plan of Operations**

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

The Company remains in the development stage and does not have an established source of revenue
sufficient to cover its operating costs. As of December 31, 2003, the Company had cash on hand of $38,281,
which is not sufficient to allow it to pay its operating expenses and carry out its plan of operation for the next
twelve months. Therefore, it is the Company's intention to seek additional financing through private and
public placements of its common stock.   It will also continue to pursue strategic alliances and secure plants
where market opportunities exist.

The Company experienced a net loss of $ 1,937,835 for the year ended  December 31, 2003, compared with
a loss of $1,374,450 for 2002. The loss for the year  ending December 31, 2003 is approximately $563,385
more than the loss for 2002. The difference is primarily due to stock-based compensation for consulting and
management, and research and development costs that weren't realized in 2002.  Pursuant to an agreement
entered into by the Company and BIOMAX Inc., a Canadian company located in Quebec City (a developer
of automated organic waste processing plants), the Company and Biomax have created a subsidiary 3884171
Canada Inc. ("Newco") to further develop and commercialize Biomax's "Robo III" technology by combining
the Robo III technology with Agronix' proprietary technologies. In exchange for its technology contribution,
Biomax has an 80% interest in Newco.  For its cash contribution of $229,000 CAD, intellectual property and
proprietary soil science expertise Agronix has received exclusive licensing rights and a 20% equity interest.
Agronix has the right to purchase a further 30% equity interest over the next 2 years for $1,500,000 CAD.

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

Europe - Ireland

United States - Massachusetts, New York

Canada - Alberta, British Columbia and Quebec

Caricom - Jamaica

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

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

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

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

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

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

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

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

The Company is working with strategic partners globally, which could result in advancements for the
Company for 2004.  There are no assurances that the Company can continue to meet its financial obligations
without a major funding. The Company has been able to cover its overhead and general administrative cost
by selling private placements. These funds have been sufficient to cover day-to-day operational costs.

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

**ITEM 7. 	FINANCIAL STATEMENTS.**

See the following pages.

---

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

Dale Matheson

 Carr-Hilton Labonte

 Chartered Accountants

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of Agronix, Inc.

We have audited the consolidated balance sheets of Agronix, Inc. as at December 31, 2003 and 2002 and
the consolidated statements of operations, stockholders' equity and cash flows for the years then ended
and for the period from October 13, 2000 (inception) to December 31, 2003.  These consolidated
financial statements are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with United States generally accepted auditing standards.  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 audits provide 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, 2003 and 2002 and the results of its operations and its cash flows and the changes
in stockholders' equity for the years then ended and for the period from October 13, 2000 (inception) to December
31, 2003 in accordance with United States generally accepted accounting principles.

The accompanying 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 has a working capital deficiency, a
capital deficiency, has not generated any revenues from operations and has incurred significant losses since
inception raising substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.  The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

***"Dale Matheson Carr-Hilton LaBonte"*

CHARTERED ACCOUNTANTS

Vancouver, B.C.

 February 29, 2004, except for Notes 4 and 13 which are dated as of March 12, 2004

---

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

**(A Development Stage Company)**

**CONSOLIDATED BALANCE SHEETS**

**ASSETS******

|                                                                 | ******December 31** | ******December 31**
|---------------------------------------------------------------- | ------------------- | -------------------
|                                                                 | ******2003**        | ******2002**       
|******CURRENT**                                                  |                     |                    
|Cash                                                             | $38,281             | $23,093            
|Receivables                                                      | 10,589              | 22,597             
|Prepaid expenses and deposits (Note 12)                          | 179,976             | 15,085             
|                                                                 | 228,846             | 60,775             
|******FIXED ASSETS**(Note 3)                                     | 6,306               | 10,326             
|******DEPOSIT ON ACQUISITION OF TERRALIFT IRELAND
LTD.**(Note 4) | 50,000              | -                  
|******INVESTMENT IN 3884171 CANADA INC.**(Note 5)****            | ********1****       | ********1          
|                                                                 | $285,153            | $71,102            

******LIABILITIES AND STOCKHOLDERS' DEFICIT**

|******CURRENT LIABILITIES**              |          |         
|---------------------------------------- | -------- | --------
|Accounts payable and accrued liabilities | $388,262 | $259,078
|Due to related parties (Note 6)          | 63,440   | 63,440  
|                                         | 451,702  | 322,518 
|******STOCKHOLDERS' DEFICIT**            |          |         
|******CAPITAL STOCK**(Note 7)            |          |         
|******Authorized:**                      |          |         

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

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

|******Issued and outstanding:**             |                         |                    
|------------------------------------------- | ----------------------- | -------------------
|27,503,715 (2002: 20,967,981) common shares | 17,782                  | 11,247             
|Additional paid in capital                  | 4,778,622               | 2,797,610          
|Common stock subscriptions                  | 35,155                  | -                  
|********                                    | 4,831,559               | 2,808,857          
|******DEFICIT ACCUMULATED DURING THE**      | ****                    | ********           
|******DEVELOPMENT STAGE**                   | ********(4,998,108)**** | ********(3,060,273)
|********                                    | (166,549)               | (251,416)          
|                                            | $285,153                | $71,102            

Continuance of operations (Note 1)

Commitments (Notes 4 and 9)

See accompanying notes to the consolidated financial statements.

---

********

**CONSOLIDATED STATEMENTS OF OPERATIONS**

|****                                | ******Cumulative**     | ****             | ****            
|----------------------------------- | ---------------------- | ---------------- | ----------------
|                                    | ******From Inception** | **For the**      | **For the**     
|                                    | ******(Jan 20, 2000)** | **Year Ended**   | **Year Ended**  
|                                    | **to December 31**     | **December 31**  | **December 31** 
|                                    | ******2003**           | ******2003**     | ******2002**    
|******INTEREST INCOME**             | $3,746                 | $773             | $547            
|******EXPENSES**                    |                        |                  |                 
|Consulting and management fees      | 2,583,813              | 1,111,151        | 593,848         
|Depreciation                        | 20,629                 | 4,239            | 15,179          
|General and administrative          | 201,523                | 107,141          | 40,133          
|Professional fees                   | 236,846                | 62,271           | 63,331          
|Rent                                | 57,128                 | 14,915           | 21,782          
|Research and development            | 1,174,542              | 404,389          | 271,470         
|Salaries and benefits               | 196,050                | 122,484          | 73,566          
|Shareholder communications          | 57,790                 | 23,860           | 26,571          
|Travel and promotion                | 323,383                | 87,729           | 119,396         
|                                    | 4,851,704              | 1,938,179        | 1,225,276       
|******LOSS**before the following    | (4,847,958)            | (1,937,406)      | (1,224,729)     
|Loss on impairment of investment in |                        |                  |                 
|and advances to 3884171 Canada Inc. | (150,150)              | (429)            | (149,721)       
|******NET LOSS FOR THE YEAR**       | **$(4,998,108)**       | **$(1,937,835)** | **$(1,374,450)**
|****                                | ****                   | ****             | ****            
|Basic loss per share                |                        | ****$(0.08)****  | ****$(0.07)     
|****Weighted average common         | ****                   | ****             | ****            
|shares outstanding                  |                        | ****23,944,045   | ****19,778,109  



See accompanying notes to the consolidated financial statements.

---

(A Development Stage Company)****

******CONSOLIDATED STATEMENTS OF CASH FLOWS**

|****                                              | ******Cumulative**     | ****            | ****           
|------------------------------------------------- | ---------------------- | --------------- | ---------------
|                                                  | **From Inception**     | **For the**     | **For the**    
|                                                  | **(January 20, 2000)** | **Year  Ended** | **Year Ended** 
|                                                  | **to December 31**     | **December 31** | **December 31**
|                                                  | ******2003**           | ******2003**    | ******2002**   
|******Cash derived from (applied to):**           |                        |                 |                
|******OPERATING ACTIVITIES**                      | ****                   | ****            | ****           
|Net Loss for the year                             | $(4,998,108)           | $(1,937,835)    | $(1,374,450)   
|Depreciation                                      | 20,629                 | 4,239           | 15,179         
|Non-cash research and development                 | 779,856                | 396,000         | -              
|Stock based compensation                          | 935,850                | 257,950         | 200,900        
|Impairment of Investment in 3884171 Canada Inc.   | 149,721                | -               | 149,721        
|Wages paid through the issuance of common shares  | 55,300                 | 50,800          | 4,500          
|Rent paid through issuance of common shares       | 23,209                 | -               | 13,100         
|Consulting ,management and professional fees paid |                        |                 |                
|through the issuance of common shares             | 1,062,664              | 687,404         | 326,045        
|Change in non-cash working capital                |                        |                 |                
|Receivables                                       | (10,589)               | 12,008          | (21,526)       
|Prepaid expense and deposits                      | (179,976)              | (164,891)       | (10,998)       
|Payables and accruals                             | 375,158                | 129,184         | 230,290        
|                                                  | (1,786,286)            | (565,141)       | (467,239)      
|******FINANCING ACTIVITIES**                      |                        |                 |                
|Advances under a credit facility with a company   |                        |                 |                
|with director in common, net of repayments        | 63,440                 | -               | (6,430)        
|Advances from (to) shareholder                    | (14,267)               | -               | -              
|Shares issued for cash                            | 1,966,893              | 595,392         | 418,362        
|Shares subscribed                                 | 35,155                 | 35,155          | -              
|                                                  | 2,051,221              | 630,547         | 411,932        
|******INVESTING ACTIVITIES**                      |                        |                 |                
|Acquisition of fixed assets                       | (26,932)               | (218)           | (15,505)       
|Deposit on Terralift Ireland, Ltd.                | (50,000)               | (50,000)        | -              
|Investment in and advances to 3884171 Canada Inc. | (149,722)              | -               | (6,705)        
|                                                  | (226,654)              | (50,218)        | (22,210)       
|****Increase (Decrease) in cash                   | 38,281                 | 15,188          | (77,517)       
|**Cash,** beginning of the year                   | -                      | 23,093          | 100,610        
|**Cash,** end of the year                         | $38,281                | $38,281         | $23,093        
|******Supplemental cash flow information:**       |                        |                 |                
|Shares issued for research and development        | $779,856               | $396,000        | $-             
|Stock based compensation                          | $935,850               | $257,950        | $200,900       
|Shares issued for rent                            | $23,209                | $-              | $13,100        
|Shares issued for consulting and legal services   | $1,062,664             | $687,404        | $326,045       
|Shares issued for wages                           | $55,300                | $50,800         | $4,500         







See accompanying notes to the consolidated financial statements.

---

******CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY**

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**

|****                                    | ****             | ****         | ****           | ********       | ******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 cash at               |                  |              |                |                |                 |          
|$0.50 Cdn per share                     | 231,000          | 231          | 73,196         | -              | -               | 73,427   
|Shares issued for consulting            |                  |              |                |                |                 |          
|services at $1.00 Cdn                   |                  |              |                |                |                 |          
|per share                               | 442,500          | 443          | 282,627        | -              | -               | 283,070  
|Stock based compensation                | -                | -            | 295,750        | -              | -               | 295,750  
|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.

---

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**

|****                         | ****             | ****         | ****           | ********       | ******Deficit** | ****     
|---------------------------- | ---------------- | ------------ | -------------- | -------------- | --------------- | ---------
|                             |                  |              | ************   | ****           | **Accumulated** | ****     
|                             | ******Common**   | **Common**   | **Additional** | ****           | **During the**  | ****     
|                             | ******Shares**   | **Shares**   | **Paid-In**    | **Shares**     | **Development** | ****     
|                             | ******(Number)** | **(Amount)** | **Capital**    | **Subscribed** | **Stage**       | **Total**
|                             |                  |              |                |                |                 |          
|Balance, December 31, 2001   | 9,664,037        | $9,664       | $1,836,286     | $-             | $(1,685,823)    | $160,127 
|Shares issued for premises   |                  |              |                |                |                 |          
|lease at $0.64 per share     |                  |              |                |                |                 |          
|($1.00 Cdn)                  | 1,960            | 2            | 1,230          | -              | -               | 1,232    
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.64 per        |                  |              |                |                |                 |          
|share ($1.00 Cdn)            | 55,000           | 55           | 35,132         | -              | -               | 35,187   
|Pre-split subtotal           | 9,720,997        | 9,721        | 1,872,648      | -              | -               | -        
|Two-for-one stock split      | 9,720,997        | -            | -              | -              | -               | -        
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.64 per        |                  |              |                |                |                 |          
|share ($1.00 Cdn)            | 164,500          | 164          | 105,299        | -              | -               | 105,463  
|Shares issued for premises   |                  |              |                |                |                 |          
|lease at $0.32 per share     |                  |              |                |                |                 |          
|($0.50 Cdn)                  | 19,720           | 20           | 6,241          | -              | -               | 6,261    
|Shares issued for premises   |                  |              |                |                |                 |          
|lease at $0.56 per share     |                  |              |                |                |                 |          
|($0.85 Cdn)                  | 2,300            | 2            | 1,281          | -              | -               | 1,283    
|Shares issued for cash at    |                  |              |                |                |                 |          
|$0.35 per share              |                  |              |                |                |                 |          
|($0.55 Cdn)                  | 450,000          | 450          | 155,623        | -              | -               | 156,073  
|Shares issued for cash at    |                  |              |                |                |                 |          
|$0.39 per share              |                  |              |                |                |                 |          
|($0.60 Cdn)                  | 16,667           | 17           | 6,559          | -              | -               | 6,576    
|Shares issued for cash at    |                  |              |                |                |                 |          
|$0.45 per share              |                  |              |                |                |                 |          
|($0.70 Cdn)                  | 30,000           | 30           | 13,683         | -              | -               | 13,713   
|Shares issued for cash at    |                  |              |                |                |                 |          
|$0.50 per share              | 384,000          | 384          | 191,616        | -              | -               | 192,000  
|Shares issued for cash at    |                  |              |                |                |                 |          
|$0.75 per share              | 67,000           | 67           | 49,933         | -              | -               | 50,000   
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $1.00 per        |                  |              |                |                |                 |          
|share                        | 100,000          | 100          | 99,900         | -              | -               | 100,000  
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.45 per        |                  |              |                |                |                 |          
|share                        | 30,500           | 30           | 13,695         | -              | -               | 13,725   
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.40 per        |                  |              |                |                |                 |          
|share                        | 16,000           | 16           | 6,384          | -              | -               | 6,400    
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.37 per        |                  |              |                |                |                 |          
|share                        | 1,000            | 1            | 369            | -              | -               | 370      
|Balance carried forward      | 20,723,681       | $11,002      | $2,523,231     | $-             | $(1,685,823)    | $848,410 



See accompanying notes to the consolidated financial statements.

---

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**

****
****
****
****
********
******Deficit**
****************
****
**Accumulated**
**********Common**
**Common**
**Additional**
****
**During the**
**********Shares**
**Shares**
**Paid-In**
**Shares**
**Development**
**********(Number)**
**(Amount)**
**Capital**
**Subscribed**
**Stage**
**Total**Balance forward
20,723,681
$11,002
$2,523,231
$-
$(1,685,823)
$848,410Shares issued for consultingservices at $0.36 pershare
4,500
4
1,616
-
-
1,620Shares issued for consultingservices at $0.34 pershare
139,000
139
47,121
-
-
47,260Shares issued for consultingservices at $0.29 pershare
20,500
21
5,924
-
-
5,945Shares issued for consultingservices at $0.25 pershare
16,000
16
3,984
-
-
4,000Shares issued for consultingservices at $0.15 pershare
40,500
41
6,034
-
-
6,075Shares issued for premiseslease at $0.45 per share
2,300
3
1,032
-
-
1,035Shares issued for premiseslease at $0.40 per share
2,300
2
918
-
-
920Shares issued for premiseslease at $0.34 per share
2,300
2
780
-
-
782Shares issued for premiseslease at $0.29 per share
2,300
3
664
-
-
667Shares issued for premiseslease at $0.25 per share
2,300
2
573
-
-
575Shares issued for premiseslease at $0.15 per share
2,300
2
343
-
-
345Shares issued for wages at$0.45 per share
10,000
10
4,490
-
-
4,500Stock-based compensation
-
-
200,900
-
-
200,900Net loss
-
-
-
-
(1,374,450)
(1,374,450)Balance, December 31, 2002
20,967,981
$11,247
$2,797,610
$-
$(3,060,273)
$(251,416)

See accompanying notes to the consolidated financial statements.

---

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**



|****                         | ****             | ****         | ****           | ********       | ******Deficit** | ****      
|---------------------------- | ---------------- | ------------ | -------------- | -------------- | --------------- | ----------
|                             |                  |              | ************   | ****           | **Accumulated** | ****      
|                             | ******Common**   | **Common**   | **Additional** | ****           | **During the**  | ****      
|                             | ******Shares**   | **Shares**   | **Paid-In**    | **Shares**     | **Development** | ****      
|                             | ******(Number)** | **(Amount)** | **Capital**    | **Subscribed** | **Stage**       | **Total** 
|                             |                  |              |                |                |                 |           
|Balance forward              | 20,967,981       | $11,247      | $2,797,610     | $-             | $(3,060,273)    | $(251,416)
|Shares issued for research   |                  |              |                |                |                 |           
|at $0.33 per share           | 1,200,000        | 1,200        | 394,800        | -              | -               | 396,000   
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.21 per        |                  |              |                |                |                 |           
|share                        | 25,000           | 25           | 5,225          | -              | -               | 5,250     
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.26 per        |                  |              |                |                |                 |           
|share                        | 15,000           | 15           | 3,885          | -              | -               | 3,900     
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.27 per        |                  |              |                |                |                 |           
|share                        | 49,500           | 50           | 13,315         | -              | -               | 13,365    
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.30 per        |                  |              |                |                |                 |           
|share                        | 69,500           | 69           | 20,781         | -              | -               | 20,850    
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.31 per        |                  |              |                |                |                 |           
|share                        | 25,000           | 25           | 7,725          | -              | -               | 7,750     
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.33 per        |                  |              |                |                |                 |           
|share                        | 89,500           | 90           | 29,445         | -              | -               | 29,535    
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.34 per        |                  |              |                |                |                 |           
|share                        | 10,000           | 10           | 3,390          | -              | -               | 3,400     
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.37 per        |                  |              |                |                |                 |           
|share                        | 200,000          | 200          | 73,800         | -              | -               | 74,000    
|Shares issued for consulting |                  |              |                |                |                 |           
|services at $0.38 per        |                  |              |                |                |                 |           
|share                        | 40,000           | 40           | 15,160         | -              | -               | 15,200    
|Shares issued for cash       |                  |              |                |                |                 |           
|at $0.20 per share           | 125,000          | 125          | 24,875         | -              | -               | 25,000    
|Shares issued for cash       |                  |              |                |                |                 |           
|at $0.32 per share           | 39,186           | 39           | 12,531         | -              | -               | 12,570    
|Shares issued for cash       |                  |              |                |                |                 |           
|at $0.34 per share           | 18,470           | 18           | 6,262          | -              | -               | 6,280     
|Shares issued for cash       |                  |              |                |                |                 |           
|$0.35 per share              | 101,143          | 101          | 35,299         | -              | -               | 35,400    
|Common stock subscriptions   | -                | -            | -              | 33,883         | -               | 33,883    
|Balance carried forward      | 22,975,280       | $13,254      | $3,444,103     | $33,883        | $(3,060,273)    | $430,967  



See accompanying notes to the consolidated financial statements.

---

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**



|****                         | ****             | ****         | ****           | ********       | ******Deficit** | ****     
|---------------------------- | ---------------- | ------------ | -------------- | -------------- | --------------- | ---------
|                             |                  |              | ************   | ****           | **Accumulated** | ****     
|                             | ******Common**   | **Common**   | **Additional** | ****           | **During the**  | ****     
|                             | ******Shares**   | **Shares**   | **Paid-In**    | **Shares**     | **Development** | ****     
|                             | ******(Number)** | **(Amount)** | **Capital**    | **Subscribed** | **Stage**       | **Total**
|                             |                  |              |                |                |                 |          
|Balance forward              | 22,975,280       | $13,254      | $3,444,103     | $33,883        | $(3,060,273)    | $430,967 
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.25 per        |                  |              |                |                |                 |          
|share                        | 24,500           | 25           | 6,100          | -              | -               | 6,125    
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.26 per        |                  |              |                |                |                 |          
|share                        | 10,000           | 10           | 2,590          | -              | -               | 2,600    
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.29 per        |                  |              |                |                |                 |          
|share                        | 10,000           | 10           | 2,890          | -              | -               | 2,900    
|Shares issued for legal      |                  |              |                |                |                 |          
|services at $0.45 per        |                  |              |                |                |                 |          
|share                        | 11,111           | 11           | 4,989          | -              | -               | 5,000    
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.46 per        |                  |              |                |                |                 |          
|share                        | 4,500            | 5            | 2,066          | -              | -               | 2,071    
|Shares issued for consulting |                  |              |                |                |                 |          
|services at $0.48 per        |                  |              |                |                |                 |          
|share                        | 44,500           | 44           | 21,316         | -              | -               | 21,360   
|Shares issued for salary     |                  |              |                |                |                 |          
|at $0.25 per share           | 20,000           | 20           | 4,980          | -              | -               | 5,000    
|Shares issued for salary     |                  |              |                |                |                 |          
|at $0.46 per share           | 20,000           | 20           | 9,180          | -              | -               | 9,200    
|Shares issued for salary     |                  |              |                |                |                 |          
|at $0.48 per share           | 20,000           | 20           | 9,580          | -              | -               | 9,600    
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.21 per share           | 75,714           | 76           | 15,814         | -              | -               | 15,890   
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.27 per share           | 11,629           | 12           | 3,128          | -              | -               | 3,140    
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.29 per share           | 16,241           | 16           | 4,694          | -              | -               | 4,710    
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.32 per share           | 117,376          | 117          | 37,443         | (22,250)       | -               | 15,310   
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.35 per share           | 41,400           | 41           | 14,449         | (11,633)       | -               | 2,857    
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.47 per share           | 10,414           | 10           | 4,880          | -              | -               | 4,890    
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.51 per share           | 51,553           | 52           | 26,293         | -              | -               | 26,345   
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.52 per share           | 9,615            | 10           | 4,990          | -              | -               | 5,000    
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.57 per share           | 60,051           | 60           | 34,155         | -              | -               | 34,215   
|Shares issued for cash       |                  |              |                |                |                 |          
|at $0.67 per share           | 24,328           | 24           | 16,249         | -              | -               | 16,273   
|Balance carried forward      | 23,558,212       | $13,837      | $3,669,889     | $-             | $(3,060,273)    | $623,453 



See accompanying notes to the consolidated financial statements.

---

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**

****
****
****
****
********
******Deficit**
********************
****
**Accumulated**
**********Common**
**Common**
**Additional**
****
**During the**
**********Shares**
**Shares**
**Paid-In**
**Shares**
**Development**
**********(Number)**
**(Amount)**
**Capital**
**Subscribed**
**Stage**
**Total**Balance forward
23,558,212
$13,837
$3,669,889
$-
$(3,060,273)
$623,453Shares issued for consultingservices at $0.20 pershare
12,000
12
2,388
-
-
2,400Shares issued for consultingservices at $0.21 pershare
125,000
125
26,125
-
-
26,250Shares issued for consultingservices at $0.22 pershare
214,500
215
46,975
-
-
47,190Shares issued for consultingservices at $0.25 pershare
4,500
5
1,120
-
-
1,125Shares issued for consultingservices at $0.26 pershare
200,000
200
51,800
-
-
52,000Shares issued for consultingservices at $0.27 pershare
400,000
400
107,600
-
-
108,000Shares issued for consultingservices at $0.28 pershare
14,500
15
4,045
-
-
4,060Shares issued for consultingservices at $0.37 pershare
30,000
30
11,070
-
-
11,100Shares issued for consultingservices at $0.45 pershare
10,000
10
4,490
-
-
4,500Shares issued for cashat $0.17 per share
142,944
143
24,158
-
-
24,301Shares issued for cashat $0.23 per share
17,174
17
3,933
-
-
3,950Shares issued for cashat $0.26 per share
49,461
49
12,811
-
-
12,860Shares issued for cashat $0.67 per share
7,299
7
4,883
-
-
4,890Shares issued for wagesat $0.22 per share
20,000
20
4,380
-
-
4,400Shares issued for wagesat $0.25 per share
20,000
20
4,980
-
-
5,000Shares issued for wagesat $0.28 per share
20,000
20
5,580
-
-
5,600Common stock subscriptions
-
-
-
200,922
-
200,922Balance carried forward
24,845,590
$15,125
$3,986,227
$200,922
$(3,060,273)
$1,142,001

See accompanying notes to the consolidated financial statements.

---

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

**FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2003**



|****                         | ****             | ****         | ****           | ********       | ******Deficit** | ****       
|---------------------------- | ---------------- | ------------ | -------------- | -------------- | --------------- | -----------
|                             |                  |              | ************   | ****           | **Accumulated** | ****       
|                             | ******Common**   | **Common**   | **Additional** | ****           | **During the**  | ****       
|                             | ******Shares**   | **Shares**   | **Paid-In**    | **Shares**     | **Development** | ****       
|                             | ******(Number)** | **(Amount)** | **Capital**    | **Subscribed** | **Stage**       | **Total**  
|                             |                  |              |                |                |                 |            
|Balance forward              | 24,845,590       | $15,125      | $3,986,227     | $200,922       | $(3,060,273)    | $1,142,001 
|Shares issued for consulting |                  |              |                |                |                 |            
|services at $0.18 per        |                  |              |                |                |                 |            
|share                        | 4,500            | 4            | 784            | -              | -               | 788        
|Shares issued for consulting |                  |              |                |                |                 |            
|services at $0.20 per        |                  |              |                |                |                 |            
|share                        | 234,500          | 234          | 46,666         | -              | -               | 46,900     
|Shares issued for consulting |                  |              |                |                |                 |            
|services at $0.23 per        |                  |              |                |                |                 |            
|share                        | 779,500          | 780          | 178,505        | -              | -               | 179,285    
|Shares issued for consulting |                  |              |                |                |                 |            
|services at $0.25 per        |                  |              |                |                |                 |            
|share                        | 10,000           | 10           | 2,490          | -              | -               | 2,500      
|Shares issued for cash at    |                  |              |                |                |                 |            
|$0.15 per share              | 431,800          | 432          | 64,338         | (4,770)        | -               | 60,000     
|Shares issued for cash at    |                  |              |                |                |                 |            
|$0.17 per share              | 65,179           | 65           | 10,957         | (11,022)       | -               | -          
|Shares issued for cash at    |                  |              |                |                |                 |            
|$0.18 per share              | 84,000           | 84           | 15,036         | -              | -               | 15,120     
|Shares issued for cash at    |                  |              |                |                |                 |            
|$0.20 per share              | 850,000          | 850          | 169,150        | (170,000)      | -               | -          
|Shares issued for cash at    |                  |              |                |                |                 |            
|$0.21 per share              | 15,714           | 15           | 3,270          | -              | -               | 3,285      
|Shares issued for cash       |                  |              |                |                |                 |            
|at $0.22 per share           | 35,901           | 36           | 7,888          | (6,320)        | -               | 1,604      
|Shares issued for cash       |                  |              |                |                |                 |            
|at $0.23 per share           | 136,519          | 136          | 31,272         | -              | -               | 31,408     
|Shares issued for cash       |                  |              |                |                |                 |            
|at $0.39 per share           | 10,512           | 11           | 4,089          | (4,100)        | -               | -          
|Consulting fees paid         | -                | -            | -              | -              | -               | -          
|Common stock subscriptions   | -                | -            | -              | 30,445         | -               | 30,445     
|Stock-based compensation     |                  |              | 257,950        |                | -               | 257,950    
|Net loss for the period      | -                | -            | -              | -              | (1,937,835)     | (1,937,835)
|Balance, December 31, 2003   | 27,503,715       | $17,782      | $4,778,622     | $35,155        | $(4,998,108)    | $(166,549) 



See accompanying notes to the consolidated financial statements.

---

**1.	NATURE OF OPERATIONS AND BASIS OF PRESENTATION**

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

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

As a result of this transaction, AWR has become a wholly-owned subsidiary of Agronix and the former
shareholders of AWR in turn became owners of the majority of the issued and outstanding shares of Agronix.
Since the former shareholders of AWR have acquired control of Agronix through this transaction, it is
considered a reverse acquisition and these financial statements are presented from the perspective of AWR
(the accounting parent in this transaction).  These financial statements present the consolidated results of
operations from AWR's date of incorporation (January 20, 2000) to December 31, 2003 including the results
of operations of Agronix since March 26, 2001.

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

These consolidated financial statements have been prepared on the basis of a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the normal course of operations.  The
Company has not generated any revenues since inception and has incurred substantial losses since inception.
At December 31, 2003 the Company had a working capital deficiency of $222,856 and a capital deficiency
of $166,549.  Accordingly, these factors raise substantial doubt as to the Company's ability to continue as
a going concern.  The Company's continued existence is dependent upon its ability to raise additional capital
and to ultimately achieve profitable operations.  It is management's intention to continue to pursue market
acceptance for its technological processes and to identify funding sources until such time that there is
sufficient operating cash flow to fund operating requirements.

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

**2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**CONSOLIDATION**

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

**STOCK BASED COMPENSATION**

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

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

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

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

**FIXED ASSETS**

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

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

**RESEARCH AND DEVELOPMENT**

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

**LONG LIVED ASSETS**

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

**LOSS PER SHARE**

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

**USE OF ESTIMATES**

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

**FOREIGN CURRENCY TRANSLATION**

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

**RECENT ACCOUNTING PRONOUNCEMENTS**

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS
143"), which addresses financial accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. Currently, expenditures related to
ongoing environmental activities are charged against earnings as incurred. Estimated reclamation and closure
costs including site rehabilitation are accrued by annual charges to earnings over the estimated useful life
of the mine. Under SFAS 143, the Company will recognize the liability as part of the asset cost and
depreciate it over the estimated useful life. The adoption of SFAS 143 did not have a material effect on the
Company's financial position or results of operations.

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Such standard requires any gain or loss on extinguishments of debt to be presented as a component of
continuing operations (unless specific criteria are met) whereas SFAS No. 4 required that such gains and
losses be classified as an extraordinary item in determining net income. Upon adoption of SFAS No. 145,
the Company will reclassify any extraordinary gains and losses on the extinguishments of debt recorded in
prior periods to continuing operations. The adoption of SFAS 145 did not have a material effect on the
Company's financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities." Such standard requires costs associated with exit or disposal activities (including restructurings)
to be recognized when the costs are incurred, rather than at a date of commitment to an exit or disposal plan.
SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under
SFAS No. 146, a liability related to an exit or disposal activity is not recognized until such liability has
actually been incurred whereas under EITF Issue No. 94-3 a liability was recognized at the time of a
commitment to an exit or disposal plan. The provisions of this standard are effective for exit or disposal
activities initiated after December 31, 2002. The adoption of SFAS 146 did not have a material effect on the
Company's financial position or results of operations.

In May, 2003, SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity", was issued. This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).
Many of those instruments were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise, that is mandatorily redeemable, i.e. that embodies an unconditional
obligation requiring the issuer to redeem it by transferring its shares or assets at a specified or determinable
date (or dates) or upon an event that is certain to occur, must be classified as a liability (or asset in some
circumstances). In some cases, a financial instrument that is conditionally redeemable may also be subject
to the same treatment. This Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this Statement is effective for financial
instruments entered into or modified after May 31, 2003. The adoption of SFAS 150 did not have a material
effect on the Company's financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting for Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of
FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34, Disclosure of Indirect
Guarantees of Indebtedness of Others" ("FIN 45").  FIN 45 clarifies the requirements for a guarantor's
accounting for, and disclosure of, certain guarantees issued and outstanding.  It also requires a guarantor to
recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing
the guarantee.  This interpretation also incorporates without reconsideration the guidance in FASB
Interpretation No. 34, which is being superseded.  The adoption of FIN 45 did not have a material effect on
the Company's financial position or results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities,
an interpretation of Accounting Research Bulletins ("ARB") No. 51, Consolidated Financial Statements
("FIN 46").  Fin 46 applies immediately to variable interest entitles created after January 31, 2003, and in
the first interim period beginning after June 15, 2003 for variable interest entities created prior to January
31, 2003.  The interpretation explains how to identify variable interest entities and how an enterprise assesses
its interest in a variable interest entity to decide whether to consolidate that entity.  The interpretation
requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries
if the entities do not effectively disperse risks among parties involved.  Variable interest entities that
effectively disperse risks will not be consolidated unless a single party holds an interest or combination of
interests that effectively recombines risks that were previously dispersed.  The adoption of FIN 46 did not
have a material effect on the Company's financial position or results of operations.

**FIXED ASSETS**

|                   |          |                     | **********Net** | **Net**        
|------------------ | -------- | ------------------- | --------------- | ---------------
|                   |          | ******Accumulated** | **December 31** | **December 31**
|                   | **Cost** | **Depreciation**    | **2003**        | **2002**       
|Office equipment   | $7,076   | $2,684              | $4,393          | $5,674         
|Computer equipment | 6,644    | 4,731               | 1,913           | 4,299          
|Computer software  | 1,080    | 1,080               | -               | 353            
|                   | $14,800  | $8,495              | $6,306          | $10,326        

4. **DEPOSIT ON ACQUISITION OF TERRALIFT IRELAND LTD.**

On January 7, 2003 the Company entered into a Letter of Intent with Organic Waste Returns Ltd. ("OWR")
and Terralift Ireland Ltd. whereby the Company would acquire an 82% interest in Terralift Ireland which
would be renamed Agronix Ireland.  OWR will own 18% of Agronix Ireland.  Terralift Ireland owns an
organic waste processing plant located in Castleblayney, Ireland.

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

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

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

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

The parties have extended the closing of this agreement to allow the Overseas Private Investment
Corporation to finish the preparation of their loan documents to the Company for the acquisition of the
Terralift Ireland plant.

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

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

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

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

Under the terms of the agreement:

> (a) Bio-Max contributed $80 Cdn and the Robo II technology as its capital contribution for an 80%
> interest in 3884171 Canada Inc..  The Company contributed $20 Cdn and its technical process improvements,
> its intellectual property rights and proprietary bio-conversion formulae as its capital contribution for a 20%
> interest in 3884171 Canada Inc. with an option to purchase a further 30% of 3884171 Canada Inc. for
> $1,500,000 CAD.  Should the Company exercise this option, it would be a 50/50 partner with Bio-Max in
> 3884171 Canada Inc.
> 
> (b) The Company and Bio-Max have given each other a right of first refusal to match any offer to
> purchase any shares of 3884171 Canada Inc. owned by each of them.
> 
> (c) Agronix has the world licensing rights for Robo III from 3884171 Canada Inc. with the exception of
> the Francophone countries.
> 
> (d) Agronix has advanced $229,000 CAD to 3884171 Canada Inc. which has completed Robo III
> engineering and the Bio-Conversion Reactor System (BCR) to be licensed or sold for commercial plant
> operations throughout the world.

To date, 3884171 Canada Inc. has used the funds advanced from the Company to further develop its
technology and has not yet commenced commercial operations.  Management has determined that the
recoverability of these advances cannot be reasonably assured and as a result has recorded an impairment
provision of $150,150.  The impairment provision recorded in 2003 is $429 ( 2002 - $149,721 ).

**6.	DUE TO RELATED PARTIES**

|**** | ****                                                                                     | **December 31**  | **December 31**
|---- | ---------------------------------------------------------------------------------------- | ---------------- | ---------------
|     |                                                                                          | **********2003** | **2002**       
|     | Demand loan from a company controlled by a director                                      |                  |                
|     | - unsecured, principal in the amount of $63,440; 12%                                     |                  |                
|     | annum simple interest; interest payable monthly;
repayable on demand or on June 30, 2004 | $63,440          | $63,440        
|     |                                                                                          |                  |                

7.  **CAPITAL STOCK**

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

On January 9, 2002 the company amended its outstanding number of common shares to reflect a two-for-one
split.  As a result, the 9,720,997 issued and outstanding shares as of that date changed to a total of 19,441,994
issued and outstanding shares. In addition, the company amended its Articles of Incorporation to change the
authorized number of shares from 25,000,000  to 50,000,000 common shares.  With the exception of the
Statement of Stockholders' Equity for the period from January 20, 2000 (inception) to January 2, 2002 these
financial statements have been restated to reflect the two-for-one split.

The Company issues shares in payment to certain consulting, management and professional fees incurred.
The shares are previously registered by way of a form S-8 Registration Statement (refer to Note 13).  The
Company paid $576,502 to certain officers, consultants and other shareholders as legal and consulting
fees through the issuance of 2,087,111 common shares.

The Company also has an ongoing offering memorandum which is renewed every six months.  The
current offering commenced on November 1, 2003 and will be closed on April 30, 2004.

**STOCK OPTIONS AND WARRANTS**

The following table summarizes information about outstanding and exercisable share options at
December 31, 2003:

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

|                |                  |                       | **************Average**   | **Weighted**  | ****            | **Weighted** 
|--------------- | ---------------- | --------------------- | ------------------------- | ------------- | --------------- | -------------
|                |                  |                       | **************Remaining** | **Average**   | ****            | **Average**  
|                |                  | **********Excercise** | **Contractual**           | **Excercise** | ****            | **Excercise**
|**Number**      | ****             | **Price**             | **Life**                  | **Price**     | **Number**      | **Price**    
|**Outstanding** | **Grant Date**   | **Per Share**         | **(In Years)**            | **Per Share** | **Exercisable** | **Per Share**
|****840,000**** | ****01/27/00**** | ****$0.25             | ****2.33                  | ****$0.25     | ****840,000     | ****$0.25    
|400,000         | 01/28/00         | 0.25                  | 2.33                      | 0.25          | 400,000         | 0.25         
|300,000         | 02/17/00         | 0.25                  | 2.39                      | 0.25          | 300,000         | 0.25         
|500,000         | 08/04/00         | 0.25                  | 2.85                      | 0.25          | 500,000         | 0.25         
|150,000         | 10/30/00         | 0.34                  | 3.08                      | 0.34          | 150,000         | 0.34         
|400,000         | 01/17/01         | 0.50                  | 2.30                      | 0.50          | 400,000         | 0.50         
|80,000          | 07/03/01         | 0.50                  | 3.76                      | 0.50          | 80,000          | 0.50         
|1,000,000       | 07/09/01         | 0.25                  | 2.78                      | 0.25          | 1,000,000       | 0.25         
|3,000,000       | 08/15/02         | 1.00                  | 3.88                      | 1.00          | 1,000,000       | 1.00         
|20,000          | 02/07/03         | 0.50                  | 5.36                      | 0.50          | 20,000          | 0.50         
|6,690,000       |                  |                       |                           | $0.61         | 4,690,000       | $0.44        

Summary of share option activity and information concerning options at December 31, 2003:



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

| |                            | **********Year Ended**            | **Year Ended**           
| | -------------------------- | --------------------------------- | -------------------------
| |                            | **************December 31, 2003** | ******December 31, 2002**
| | Balance, beginning of year | 6,870,000                         | 3,670,000                
| | Granted                    | 520,000                           | 3,200,000                
| | Expired                    | (200,000)                         | $-                       
| | Cancelled                  | (500,000)                         | -                        
| | Balance, end of year       | 6,690,000                         | 6,870,000                

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

During the year the Company entered into a five year non-exclusive financial services consulting
agreement.  In consideration the Company granted 2,000,000 common stock purchase warrants entitling
the holder to purchase restricted shares of the Company's common stock for a period of five years as
follows:  500,000 shares at $0.40 per share; 500,000 shares at $0.75 per share; 500,000 shares at $1.00
per share; and 500,000 shares at $1.50 per share.  The warrants vest as follows:  500,000 effective
November 30, 2003 and 500,000 at the end of each of the six, twelve and eighteen months.

The fair value of these warrants of $355,000 was estimated at the grant date using the Black-Scholes
option pricing model applying the market value per share and the risk-free interest rate in effect at the
grant date of 3%, expected volatility of 188% and an expected life of five years.  The fair value of these
warrants will be recorded as a consulting fee upon resting of the warrants, of which $88,750 has been
expensed to December 31, 2003.

**PERFORMANCE SHARES**

On January 27, 2000, 1,000,000 performance shares were issued into escrow for the company's President
and C.E.O.  For each $0.25 of cumulative cash flow generated by the company from its operations, two
performance shares will be released from escrow.  All shares remain in escrow at December 31, 2003 and
are not included in common shares issued and outstanding.

**8.	RESEARCH AND DEVELOPMENT**

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

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

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

**British Columbia Bio Ventures (BCBV)**

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

The company has incurred research and development expenses as follows:

|****                                                              | ******Cumulative**     | ****            | ********       
|----------------------------------------------------------------- | ---------------------- | --------------- | ---------------
|                                                                  | **From Inception**     | **For the**     | **For the**    
|                                                                  | **(January 20, 2000)** | **Year Ended**  | **Year Ended** 
|                                                                  | **to December 31**     | **December 31** | **December 31**
|                                                                  | ******2003**           | ******2003**    | ******2002**   
|Acquisition of organic matter expertise and intellectual
property | $164,500               | $-              | $-             
|Technical development of BCR System                               | 331,878                | 2,935           | 95,015         
|Technical development of BCIR System                              | 282,163                | 5,453           | 176,455        
|BCBV intellectual property, systems and processes                 | 396,000                | 396,000         | -              
|                                                                  | $1,174,541             | $404,388        | $271,470       

**9.	COMMITMENTS**

**Collaborative Research and Development Agreement**

The Company consolidated its research and development activities at Carleton University in Ottawa, Canada
where pursuant to an agreement (the "Agreement") effective May 1, 2001 and as amended July 17, 2001, the
Company committed to fund a maximum of approximately $440,000 towards certain projects over the four
year period ending April 30, 2005.  Under the terms of the Agreement interest accrues at 1.5% per month
on Carleton's invoices that are not paid within 30 days.

The Company will own any new technologies and/or intellectual property arising out of these research and
development activities.  Carleton will have the right to (a) a royalty free non-exclusive license for research
and educational purposes; (b) a reasonable royalty on any commercially exploitable projects; and (c) in the
event the Company does not exploit the projects within a specified time to be agreed upon, the right to
commercially exploit them shall be reassigned to Carleton University, subject to a royalty-free non-exclusive
license to the Company.  To date the Company has incurred $215,976 for research and development and
$47,053 in accrued interest leaving $263,029 due to Carleton as at December 31, 2003.

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

**Licensing Agreement**

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

**Consulting Agreement**s

The Company has entered into certain consulting agreements whereby the Company has committed to issue
a total of 39,500 shares per month to consultants for each month of service provided subject to monthly
renewals.

**Executive Employment Agreement**

The Company has entered into an executive employment agreement effective August 15, 2002 whereby the
Company has agreed to pay $20,000 per month if and when those funds are available to its C.E.O for a period
of sixty months.  The Company may issue up to 20,000 shares in lieu of salary any months where the funds
are not available.  The Company must pay four months salary on termination.  Under the terms of this
agreement the Company also granted stock options to the C.E.O. providing the right to acquire 3,000,000
shares of common stock at $1.00 per share for a period of five years. (See Note 7.)

10. INCOME TAXES

At December 31, 2003, the company has net operating losses carried forward of approximately $2,900,000
that may be offset against future taxable income to 2023.  No future tax benefit has been recorded in the
financial statements, as the Company believes that it is more likely than not that the carryforwards will expire
unused between the 2018 and 2023 taxation years.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same amount.

**11. RELATED PARTY TRANSACTIONS**

During the year ended December 31, 2003, the Company paid $179,098 (2002 - $130,890)  in salary and
consulting fees to its senior executives including cash payments of $128,298 (2002 - $126,390) and 160,000
common shares valued at $50,800 (2002 - 10,000 common shares valued at $4,500).  The Company paid
1,200,000 common shares valued at $396,000 for research  and development to BCBV as disclosed in note
8.

12.**PREPAID EXPENSES**

Effective November 28, 2003 the Company entered into a one year public relations and shareholder relations
agreement whereby the Company paid a total of $145,000 by way of cash of $30,000 and 500,000 shares of
the Company's restricted common stock with a fair value of $115,000.  As at December 31, 2003 $133,430
has been recorded as a prepaid expense.  Subsequent to year end the parties agreed to terminate the
arrangement and the Company is in the process of having the shares of restricted common stock returned to
treasury for cancellation.

13**SUBSEQUENT EVENTS**

Effective March 5, 2004 the Company filed a form S-8 Registration Statement in connection with its newly
adopted 2004 Stock Incentive Plan allowing for the direct award of shares or granting of options to acquire
shares up to a total of 5,000,000 shares.

ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.	CONTROLS AND PROCEDURES.

The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a
company's controls and other procedures that are designed to ensure that information required to be disclosed
in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange Commissions
rules and forms.   The Company maintains such a system of controls and procedures in an effort to ensure
that all information which it is required to disclose in the reports it files under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's
rules and forms.

Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure
controls and procedures were effective as of December 31, 2003, to provide reasonable assurance of the
achievement of these objectives.

There was no change in the Company's internal control over financial reporting during the fiscal year ended
December 31, 2003, that has materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

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                   
|---------------- | --- | --------------------------------------------
|Peter Drummond   | 52  | CEO and Chairman  since September 2002      
|Brian Hauff      | 56  | President, CFO and Director since March 2001
|Peter J. Barnett | 65  | 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

**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.

**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.

**Audit Committee.**

As of the date of this Annual Report, we have not appointed members to an audit committee and,
therefore, the respective role of an audit committee has been conducted by our Board of Directors. When
established, the audit committee''s primary function will be to provide advice with respect to our financial
matters and to assist the Board of Directors in fulfilling oversight responsibilities regarding finance,
accounting, tax and legal compliance. The audit committee''s primary duties and responsibilities will be to:
(i) serve as an independent and objective party to monitor our financial reporting process and internal control
system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly
financial performance as well as compliance with laws and regulations; (iv) oversee management''s
establishment and enforcement of financial policies and business practices; and (v) provide and open avenue
of communication among the independent accountants, management and the board of directors.

Our Board of Directors has considered whether the regulatory provision of non-audit service is compatible
with maintaining the principal independent accountant's independence.

**Code of Ethics**

On November 12, 2003, the Company adopted a Code of Ethics for its principal executive officer, principal
financial officer, principal accounting officer or controller and other persons performing similar functions.
A copy of the Code of Ethics is attached to this report as an exhibit.

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

The Company's officers, directors and principal shareholders have each filed Initial Statements of
Beneficial Ownership of Securities.

ITEM 10. 	EXECUTIVE COMPENSATION.

During the year ended December 31, 2003, the company paid $179,098 in salary and consulting
fees to its senior officers, including cash payments of $128,298, of which $60,000 and 160,000 common
shares valued at $50,800 were paid to its CEO.  The Company also paid $687,841 to certain officers and
other shareholders as legal and consulting fees comprised of cash payments of $111,339 and 2,087,111
common shares valued at $576,502.  The Company paid 1,200,000 shares valued at $396,000 for
research and development to BCBV as disclosed in Note 7 to the financial statements.	During the third
quarter of 2002, the Company granted options to purchase 3,000,000 shares of the Company's common
stock to the Company's CEO at a price of $1.00 per share for a period of five years.  One third of these
options vest immediately, one third will vest upon the completion of five years of service and one third
when the Company's share capitalization reaches $100 million.

ITEM 11. 	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENTAND RELATED STOCKHOLDER MATTERS.

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)                        | 6.7 %           
|Peter J. Barnett  (1)(3)

 1666 West 75th Avenue

 Vancouver, B.C.,Canada V6P 6G2 | 828,000(3)                          | 2.95%           
|Peter Drummond (1)(4)

 1666 West 75th Avenue

 Vancouver, B.C.,Canada V6P 6G2    | 3,340,000                           | 11.9 %          
|Epsom Investment Services

 16 Pietermaai
 Curacao, Nederlands, Antilles          | 7,800,000                           | 27.8%           
|All directors and executive officers as

 a group (3 in number)                   | 6,068,000                           | 21.65%          

(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 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 120,000common shares and 3,300,000 options to purchase 3,300,000 shares of common stock at prices from
$0.50 to $1.00.  300,000 options expire on January 17, 2006.  Also includes3,000,000 options for underlying common
stock of the Company, the first 1,000,000 of which are immediately exerciseable at a price of $1.00 per option; the
second 1,000,000 options will vest and become exerciseable at the time the market capitalization of the Company
reaches $100,000,000, and the third 1,000,000 options will vest and become exerciseable when Mr. Drummond has
served as Chief Executive Officer of the Company for five years.

ITEM 12.	 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the third quarter of 2002, the Company granted options to purchase 3,000,000 shares of
the Company's common stock to the Company's CEO at a price of $1.00 per share for a period of five
years.  One third of these options vest immediately, one third will vest upon the completion of five years
of service and one third when the Company's share capitalization reaches $100 million.

On March 1, 2002, the Company approved a stock option plan whereby 3 million shares will be
available to compensate some of the company's key contributing consultants and allow the company to
retain and hire qualified personnel.  The 3 million options granted to the CEO as described above were
not granted in connection with this plan.

On January 27, 2000, 1,000,000 post-split performance shares were issued into escrow for the
Company's President.  For each $0.25 of cumulative cash flow generated by the company from its
operations, two performance shares will be released from escrow.  All shares remain in escrow at
December 31, 2002 and are not included in common shares issued and outstanding.

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

The Company has entered into an executive employment agreement effective August 15, 2002,
whereby the Company has agreed to pay $20,000 per month to its CEO for a period of sixty months.  The
Company may issue up to 20,000 shares in lieu of salary any months where the funds are not available.
The Company must pay four months salary on termination.  Under the terms of this agreement, the
Company also granted stock options to the CEO providing the right to acquire 3,000,000 shares of
common stock at $1.00 per share for a period of five years.

During the year ended December 31, 2002, the company paid $130,890 in salary and consulting
fees to its senior officers, including cash payments of $126,390, and 10,000 common shares valued at
$4,500.  The Company also paid $420,923 to certain officers and other shareholders as consulting fees
comprised of cash payments of $114,355 and 560,000 common shares valued at $306,568.  In addition,
the Company paid 33,860 shares valued at $13,097  to a shareholder in consideration for a premises
lease.

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

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 ).31.1 		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
> of 1934, as amended.
> 
> 31.2 		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
> of 1934, as amended.
> 
> 32.1 		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
> the Sarbanes-Oxley Act of 2002.
> 
> 32.2 		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
> the Sarbanes-Oxley Act of 2002.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate audit and audit related fees billed by Dale Matheson
Carr-Hilton LaBonte (formerly
LaBonte & Co.) for audit of the Company's annual financial statements for review of the Company's
quarterly financial statements filed on  Form 10-QSBwere $ 18,000 for the fiscal year ended December
31, 2003, and $14,000 for the fiscal year ended December 31, 2002.

Tax Fees

The aggregate fees billed by Dale Matheson Carr-Hilton LaBonte  for tax compliance, advice and
planning were $Nil for the fiscal year ended December 31, 2003, and $Nil for the fiscal year ended
December 31, 2002.

All Other Fees

Dale Matheson Carr-Hilton LaBonte did not bill the Company for any products and services other than
the foregoing during the fiscal years ended December 31, 2003 and December 31, 2002.

---

******SIGNATURES**

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

**AGRONIX, INC.**

By:/S/ PETER DRUMMOND

 	Peter Drummond, Chairman and Chief Executive Officer

Date:Date:  March 30,  2004

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.

By:/S/ PETER DRUMMOND

 	Peter Drummond, Chairman and Chief Executive Officer

Date:  March 30,  2004

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

Date:  March 30,  2004

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

Date:  March 30,  2004