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): ~~April~~July 176, ~~2006~~2009

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.)
20955 Pathfinder Road, Suite 100 Diamond Bar, CA 91765		10011
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (909) 843-6338
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 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

~~Departure~~ (b) Resignation of ~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Director

~~(d)~~ On ~~April 17~~July 6, ~~2007~~2009, ~~the~~Mr. ~~Board~~Baozhong ofZhang resigned ~~Directors~~from ~~(the~~his ~~“Board”)~~position as a director of AXM Pharma, Inc. (the “Company”),. ~~elected Tracey A~~Mr. ~~O’Neill~~Zhang toadvised ~~act as a director of~~ the Company~~. Ms.~~ ~~O’Neill~~that ~~will~~he ~~also~~was ~~serve~~resigning asfor apersonal ~~member of the audit committee~~reasons. ~~Ms.~~ He ~~O’Neill~~did ~~currently~~not note ~~serves~~any asdisagreement ~~the~~with ~~Controller and Director of Finance of Intellect Neurosciences, Inc., a biopharmaceutical company specializing in~~ the ~~research~~Company ~~and~~concerning ~~development~~any ofmatter ~~drugs~~relating to ~~treat Alzheimer’~~the Company's ~~disease and other major disorders of the central nervous system. Prior to joining Intellect Neurosciences~~operations, ~~Inc.,~~policies ~~Ms.~~or ~~O’Neill~~practices ~~was the Director of Finance and Accounting at Emisphere Technologies, Inc. (NASDAQ: EMIS), a biopharmaceutical company. Her career also includes tenures~~ as ~~Director of Budgeting and Planning of Monster Worldwide, Inc. (NASDAQ: MNST) and as an internal auditor at Philip Morris Management Corporation,~~ a ~~wholly~~reason ~~owned~~for ~~subsidiary of Altria Group, Inc~~his resignation. (NYSE: MO) and Union Carbide Corporation, a wholly owned subsidiary of The Dow Chemical Company (NYSE:DOW). Ms. O’Neill received her B.S. degree in accounting from University of Scranton and a M.B.A. degree in management from St. Peter’s College.

~~SIGNATURES~~2

~~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.~~SIGNATURES

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

Dated: April 25, 2007

		AXM PHARMA,INC.

July 13, 2009		/s/ Wei Shi Wang
		Wei Shi Wang
		Chief Executive Officer

~~By: /s/ Wei-Shi Wang~~ 3

Wei-Shi Wang

Chief Executive Officer

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