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): ~~June~~July 51, 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.)
17870 Castleton Street, Suite 255 City of Industry, California		91748
7 West 18th Street, 9th Floor New York, NY		10011
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (626) 964-2848
Registrant’s telephone number, including area code: (646) 393-4365
N/A
17870 Castleton Street, Suite 255 City of Industry, California 91748
(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 32.01

~~Notice~~Completion of ~~Delisting~~Acquisition or ~~Failure~~Disposition ~~to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Assets.

~~(a)~~ On ~~June~~July 1, 2006, AXM Pharma, Inc. (the “Company”), ~~received~~pursuant ~~notice~~to byan ~~letter,~~Equity ~~dated~~Interest ~~June~~Transfer 1,Agreement ~~2006,~~between ~~from~~ the ~~American~~Company ~~Stock~~and ~~Exchange~~Lianfa ~~(“Amex”~~Duan, ordated ~~the “Exchange”) that on~~ May 3121, 2006, acompleted ~~Listing~~the ~~Qualifications~~acquisition ~~Panel~~ of ~~the~~a ~~Amex~~51% ~~Committee~~equity oninterest ~~Securities~~in ~~(the~~Liaoning ~~“Panel”)~~Ming ~~reviewed~~Cheng ~~the~~Medical ~~written~~& ~~submissions~~Pharmaceutical ofCo., ~~the~~Ltd. ~~Company and the Listing Qualifications Department~~ (~~“Staff”~~"Ming Cheng")~~. Based~~, ~~upon~~a ~~the~~company ~~written~~organized ~~submission~~under the ~~Panel~~laws ~~affirmed~~of the ~~Staff~~People’s ~~determination~~Republic ~~to delist the common stock~~ of ~~the Company. Specifically~~China, ~~the~~in ~~Panel~~exchange ~~agreed~~for ~~with~~3.7 ~~the~~million ~~Staff’s~~shares ~~analysis~~of ~~that~~ the Company ~~was not in compliance with the Exchange~~’s ~~requirements~~common ~~set~~stock. Prior ~~forth~~to inthe ~~Sections 301~~transaction, ~~1003(a)(i),~~Lianfa ~~1003(a)(ii),~~Duan ~~1003(a)(iii)~~owned ~~and~~80% ~~1003(a)(iv)~~ of the ~~Amex~~equity ~~Company~~interest ~~Guide and that extensions of time for listing would not be~~ in ~~accordance~~Ming ~~with Section 1009~~Cheng. ~~Accordingly,~~As ~~the~~a ~~Exchange~~result ~~will~~of ~~suspend~~this ~~trading~~transaction, inMr. ~~the~~Duan ~~Company’s common stock as soon as practicable and~~ will ~~file~~own anapproximately ~~application~~14% ~~with~~of the ~~Securities~~issued and ~~Exchange~~outstanding ~~Commission~~shares ~~to strike the common stock~~ of the Company ~~from listing and registration on the Exchange~~.

~~Amex~~Established ~~indicated~~in ~~that~~2002, ~~the~~Ming ~~Company~~Cheng ~~may~~is ~~request~~a ~~that~~pharmaceutical ~~the~~retail ~~full~~distribution ~~Committee~~company onlocated ~~Securities~~in ~~review the decision of the Panel~~Shenyang. ~~Such~~Ming aCheng ~~request~~mainly ~~must~~engages bein ~~received~~wholesale ~~by June 16, 2006. At this time, the Company is reviewing~~ and ~~considering~~distribution ~~requesting~~of ~~this~~patent ~~review.~~Chinese ~~A request for review~~medicines, ~~however~~antibiotics, ~~will~~and ~~not~~other ~~operate~~healthcare ~~as a stay on the Panel's decision~~products.

The Company will consolidate the results of Ming Cheng for financial reporting purposes beginning in the Company’s third quarter. This report on Form 8-K will be amended by September 10, 2006 to attach pro forma financial statements for the acquired business.

On July 6, 2006, the Company issued a press release announcing the acquisition of a controlling interest in Ming Cheng. A copy of the press release is attached as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
99.1		~~Letter~~Equity Interest Transfer Agreement, dated ~~June~~May 121, 2006, bybetween ~~the American Stock Exchange to~~ AXM Pharma, Inc. and Lianfa Duan.
99.2		Press release, dated ~~June~~July 26, 2006, by AXM Pharma, Inc. announcing, ~~among~~the ~~other~~acquisition ~~things, receipt~~ of ~~the~~a ~~American~~controlling ~~Stock~~interest ~~Exchange~~in ~~letter~~Ming Cheng.

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: ~~June 5~~July 6, 2006

By: /s/ Wei-Shi Wang

Wei-Shi Wang

Chief Executive Officer

Exhibit Index

Exhibit No.		Description
99.1		~~Letter~~Equity Interest Transfer Agreement, dated ~~June~~May 121, 2006, bybetween ~~the American Stock Exchange to~~ AXM Pharma, Inc. and Lianfa Duan.
99.2		Press release, dated ~~June~~July 26, 2006, by AXM Pharma, Inc. announcing, ~~among~~the ~~other~~acquisition ~~things, receipt~~ of ~~the~~a ~~American~~controlling ~~Stock~~interest ~~Exchange~~in ~~letter~~Ming Cheng.

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