SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>axj-0l.txt
<DESCRIPTION>ACCTG CMNTS DATED 08/24/04 - ITEM 4 8-K FILED 08/18/04
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 03-09

August 24, 2004

Mr. Peter W. Cunningham
Chief Executive Officer
AXM Pharma, Inc.
7251 West Lake Mead Blvd., Suite 300
Las Vegas, NV  89128

Re:	AXM Pharma, Inc.
Form 8-K filed August 18, 2004
File No. 001-31886

Dear Mr. Cunningham:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

2. Please revise your filing to include your Commission File Number.

3. Please revise your filing to discuss the former accountant`s
report for each of the two past years, not just for the past year, as
Item 304(a)(1)(ii) of Regulation S-B refers to reports for either of
the past two years.  In addition, while the most recent report may
appear to cover the financial statements for the second year past, it
does not appear to cover the balance sheet as of the end of that
second year.

4. In providing the disclosures required by Item 304(a)(1)(iv) of
Regulation S-B, please specifically address the two most recent
fiscal years and the subsequent interim period through the dismissal
of the former accountant.  Regarding the two most recent fiscal
years, it is not sufficient to state "in connection with the audit".

5. In providing the disclosures required by Item 304(a)(2) of
Regulation S-B, please remove the references to the former
accountant, as these disclosures should relate solely to the newly
engaged accountant.

6. Please file an updated letter from the former accountant covering
the revised disclosures.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business days
to respond, you should contact the staff immediately to request
additional time.  Direct any questions regarding the above to me at
(202) 942-2902.

							Sincerely,

							Oscar M. Young, Jr.
							Staff Accountant
Mr. Peter W. Cunningham
AXM Pharma, Inc.
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