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~~August 723, 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 45.0102

~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Principal Officers; Election of Directors; Appointment of Principal Officers

(a) On August 23, 2006, Elliot M. Maza and Steven Dinh notified AXM Pharma, Inc. (the “Company”) of their decision to resign from the Board of Directors of the Company, effectively immediately. In their resignation notification, Mr. Maza and Mr. Dinh both cited that their resignations were for personal reasons. Mr. Maza served as the Chairman of the Audit Committee. At this time, the Company has not identified any successors.

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.SIGNATURES

OnPursuant ~~July~~to ~~10, 2006,~~ the ~~Audit~~requirements ~~Committee~~ of the ~~Company~~Securities ~~decided~~Exchange toAct ~~engage~~of ~~Moore Stephen Wurth Frazer and Torbet~~1934, ~~LLP (“Moore Stephen”) as~~ the ~~Company’s~~registrant ~~new~~has ~~accountant. Moore~~duly ~~Stephen~~caused ~~will~~this ~~commence~~report ~~with~~to ~~the~~be ~~review~~signed ofon ~~the~~its ~~Company’s~~behalf ~~financial~~by ~~statements and Form 10-QSB filing for~~ the ~~quarter~~undersigned ~~ended~~hereunto ~~June~~duly ~~30, 2006~~authorized.

~~SIGNATURES~~AXM PHARMA, INC.

~~Pursuant to the requirements of the Securities Exchange Act of 1934~~Dated: August 28, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2006

~~AXM~~ By: /s/ Wei-Shi ~~PHARMA, INC.~~Wang

~~Dated: July~~ Wei-Shi ~~12, 2006~~Wang

~~By: /s/~~ Chief ~~Wei-Shi~~Executive ~~Wang~~Officer

Wei-Shi Wang

Chief Executive Officer

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