UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 7, 2006

AXM PHARMA, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-31886	20-0745214
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7 West 18th Street, 9th Floor New York, NY		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 393-4365

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Item 4.01

Changes in Registrant’s Certifying Accountant

(a)

Pursuant to a letter to Lopez, Blevins, Bork & Associates, LLP (“Lopez”) from AXM Pharma, Inc. (the “Company”), dated July 7, 2006, the Company terminated the engagement with Lopez as the Company’s independent accountant. The decision to change accountants was recommended by the Audit Committee of the Company. The Company had no disagreements with Lopez on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. In the Report of Independent Registered Public Accounting Firm section of the Company’s annual report for the fiscal year ended December 31, 2005, Lopez disclaimed their opinion of the financial statements by indicating that their opinion on the consolidated financial statements were prepared assuming the Company continues as a going concern. Lopez indicated that the Company’s losses in the years 2004 and 2005, create substantial doubt about the Company’s ability to continue as a going concern.

On July 10, 2006, the Audit Committee of the Company decided to engage Moore Stephen Wurth Frazer and Torbet, LLP (“Moore Stephen”) as the Company’s new accountant. Moore Stephen will commence with the review of the Company’s financial statements and Form 10-QSB filing for the quarter ended June 30, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AXM PHARMA, INC.

Dated: July 12, 2006

By: /s/ Wei-Shi Wang

Wei-Shi Wang

Chief Executive Officer

AXM PHARMA INC 8-K