SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>axmresponseto8k82704.txt
<DESCRIPTION>AXM PHARMA, INC. 8/27/04
<TEXT>

                                                              August 27, 2004

Oscar M. Young, Jr.
U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

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

Dear Mr. Young:

Enclosed  herewith please find an 8-K for AXM Pharma,  Inc. (the "Company"),  as
filed on this  same  date,  in order to  conform  such 8-K to your  comments  as
provided in your letter  dated August 24,  2004.  Please find  responses to your
specific  comments  below set forth in the order in which they were presented in
your comment 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

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

          o    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,

          o    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 the Division of Enforcement  ahs access
         to all  information  your  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.

          Response:  We have provided a statement,  in writing, from the Company
          in accordance with your comment.

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

          Response:  We have revised our filing to include the  Commission  File
          Number.

<PAGE>

     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.

          Response:  We have  updated  the  disclosure  to  include  information
          regarding  the  former  accountant's  report  for each of the past two
          years in accordance with your comment.

     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."

          Response:  We have  updated  the  disclosure  to address  the two most
          recent fiscal years and subsequent  interim  period,  and have deleted
          "in connection with the audit" in accordance with your comment.

     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.

          Response:  We have  removed  reference  to the  former  accountant  as
          requested in your comment.

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

          Response:  An updated letter from the former  accountant  covering the
          revised disclosure has been filed.

Please be advised  that the attached 8-K does not contain a letter from Malone &
Bailey,  PLLC because John Malone is currently  out of town and is  unreachable.
Upon Mr. Malone's  return,  we will file an amendment to this 8-K and attach the
letter from him as an exhibit thereto.

                                                    Very truly yours,
                                                    AXM PHARMA, INC.

                                               /s/  Peter Cunningham
                                               ----------------------------
                                                    Peter Cunningham
                                                    Chief Executive Officer

<PAGE>

                    CURRENT REPORT FOR ISSUERS SUBJECT TO THE
                           1934 ACT REPORTING REQUIREMENTS

                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                                 August 16, 2004
                                 Date of Report
                        (Date of Earliest Event Reported)

                                AXM Pharma, Inc.
             (Exact name of registrant as specified in its charter)

             Nevada                   0001113643          20-0745214
(State or other jurisdiction    (Commission File Number)    (IRS Employer
 of incorporation)                                           Identification No.)

                      7251 West Lake Mead Blvd., Suite 300
                               Las Vegas, NV 89128
               (Address of principal executive offices (zip code))

                                 (702) 562-4155
              (Registrant's telephone number, including area code)

ITEM 4.     CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

Malone & Bailey, PLLC (the "Former Accountant") was dismissed on August 13, 2004
as the Company's  independent  auditors.  Malone & Bailey's  audit reports as of
December  31,  2003 and 2002 and for the two years  then on AXM  Pharma,  Inc.'s
consolidated  financial  statements,  did not  contain  an  adverse  opinion  or
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles.

During the two most recent fiscal years ended  December 31, 2003 and 2002 and in
the  subsequent  interim  periods  through the date of dismissal,  there were no
disagreements with Malone & Bailey, PLLC on any matters of accounting principles
or practices,  financial statement disclosure,  or auditing scope and procedures
which,  if not resolved to the  satisfaction  of Malone & Bailey PLLC would have
caused  Malone & Bailey,  PLLC to make  reference to the matter in their report.
The Company has requested Malone & Bailey, PLLC to furnish it a letter addressed
to the Commission  stating whether it agrees with the above statements.  Once we
receive  the letter  from Malone & Bailey we will file an amended 8-K and attach
the letter as an exhibit thereto.  Bateman & Co., Inc. was engaged on August 13,
2004 as the Company's principal  accountant to audit the financial statements of
the Company.  The decision to change  accountants  was  recommended by the Audit
Committee  of the Board of Directors of the Company and approved by the Board of
Directors.

During the years ended December 31, 2003 and 2002 and subsequent to December 31,
2003  through  the date  hereof,  neither  the  Company nor anyone on its behalf
consulted  with  Bateman  &  Co.,  Inc.  regarding  either  the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or  the  type  of  audit  opinion  that  might  be  rendered  on  the  Company's
consolidated  financial statements,  nor has Bateman & Co., Inc. provided to the
Company a written  report or oral  advice  regarding  such  principles  or audit
opinion  or any matter  that was the  subject of a  disagreement  or  reportable
events set forth in Item 304(a)(iv) and (v), respectively, of Regulation S-K.

The Company has requested  Bateman and Co., Inc.  review the  disclosure in this
report on Form 8-K and provided  Bateman & Co., Inc. the  opportunity to furnish
the  Company  with a  letter  addressed  to the  Commission  containing  any new
information,  clarification  of the Company's  expression  of its views,  or the
respects in which Bateman & Co., Inc. does not agree with the statements made by
the Company in this report.  Bateman & Co., Inc. has advised the Company that no
such letter need be issued.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

AXM Pharma, Inc.

By:      /s/ Peter W. Cunningham
         --------------------------
         Peter W. Cunningham
         Chief Executive Officer

Dated:  August 13, 2004

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