UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549
                              ---------------------

                                   FORM 10-QSB

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

       FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 001-31886

                                AXM Pharma, Inc.
                          ---------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                          NEVADA                               20-0745214
                 (STATE OR JURISDICTION OF                  (I.R.S. EMPLOYER
              INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
                 US REPRESENTATIVE OFFICE
            17870 CASTLETON STREET, SUITE 255,
               CITY OF INDUSTRY, CALIFORNIA                       91748
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)
                               (626) 964-2848
                               (626) 964-3384

   (REGISTRANT'S TELEPHONE NUMBER AND FACSIMILE NUMBERS, INCLUDING AREA CODE)


INDICATE BY CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS  REQUIRED TO BE FILED
BY SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 DURING THE PAST 12 MONTHS (OR
FOR SUCH SHORTER  PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),
AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
                                 YES |X| NO |_|

INDICATE  BY CHECK MARK  WHETHER  THE  REGISTRANT  IS AN  ACCELERATED  FILER (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).

                                 YES |_| NO |X|

INDICATE BY CHECK MARK WHETHER THE  REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12B-2 OF THE EXCHANGE ACT).

                                 YES |_| NO |X|

THE  NUMBER  OF  SHARES  OF THE  REGISTRANT'S  COMMON  STOCK,  $.01  PAR  VALUE,
OUTSTANDING AS OF MAY 17, 2006 WAS 22,406,175.


<PAGE>


<TABLE>


<S>                                                                             <C>                     <C>

PART I - FINANCIAL INFORMATION...........................................................................3

ITEM 1.    FINANCIAL STATEMENTS..........................................................................3


           CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31,2005................3
           CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006
            AND 2005 (UNAUDITED).........................................................................4
           CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006
            AND 2005 (UNAUDITED).........................................................................5
           NOTES TO FINANCIAL CONSOLIDATED FINANCIAL STATEMENTS..........................................6


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OPERATIONS AND FINANCIAL CONDITION...........11
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK....................................14
ITEM 4.    CONTROLS AND PROCEDURES......................................................................14

PART II - OTHER INFORMATION.............................................................................16

ITEM 1.    LEGAL PROCEEDINGS ...........................................................................14
ITEM 6.    EXHIBITS.....................................................................................16



</TABLE>










                                       2

<PAGE>


<TABLE>

<CAPTION>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
                                AXM PHARMA, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                                       March 31,    December 31,
                                                                         2006           2005
                                                                    ------------    ------------
ASSETS                                                               (Unaudited)
<S>                                                                 <C>             <C>

CURRENT ASSETS
  Cash                                                              $     13,620    $     92,619
  Accounts receivable, net of allowance of $554,000 &
     $166,715, respectively                                                2,481       1,071,008
  Inventory, net of allowance of $1,886,520 and $0, respectively         471,630       2,287,487
  Prepaid expenses and other                                             591,332         609,207
                                                                    ------------    ------------

       Total Current Assets                                            1,079,063       4,060,321

Property & equipment, net                                              7,549,166       7,558,010
Licenses                                                               1,601,138       1,601,138
Deferred financing costs                                                 411,762         509,542
                                                                    ------------    ------------

TOTAL ASSETS                                                        $ 10,641,129    $ 13,729,011
                                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
  Convertible secured debentures                                    $  1,485,309    $  1,057,184
  Short term loans                                                     4,010,749       3,960,249
  Accounts payable and accrued expense                                 5,015,987       4,385,075
  Related party accounts payable and accrued expense                     251,799         237,096
                                                                    ------------    ------------
        Total Current Liabilities                                     10,763,844       9,639,604
                                                                    ------------    ------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
Series A, Preferred stock, $.001 par value, 10,000,000 shares
      authorized, 826,500 shares issued and outstanding                      826             826
Series B Preferred stock, $.001 par value, 2,000,000 shares
      authorized, no shares issued and outstanding                          --              --
Series C Preferred stock, $.001 par value, 100 shares authorized,
      13 shares issued and outstanding                                      --              --
Common Stock, $.001 par value, 50,000,000 shares authorized,
      22,162,185 and 21,609,630 shares issued and outstanding,
      respectively                                                        22,162          21,610
Additional paid-in capital                                            34,597,913      34,423,190
Accumulated deficit                                                  (34,743,616)    (30,356,219)
                                                                    ------------    ------------

Total Stockholders' Equity (Deficit)                                    (122,715)      4,089,407
                                                                    ------------    ------------



TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $ 10,641,129    $ 13,729,011
                                                                    ============    ============

</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements




                                       3
<PAGE>

<TABLE>

<CAPTION>

                                AXM PHARMA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

                                                                 Three Months Ended
                                                                     March 31,
                                                           ----------------------------
                                                               2006            2005
                                                           ------------    ------------
<S>                                                        <C>             <C>


Revenues                                                   $       --      $     28,260
                                                           ------------    ------------
Cost of Revenues
   Inventory Impairment                                       1,886,520            --
   Other Cost of Revenues                                          --            23,475
                                                           ------------    ------------

Total Cost of Revenues                                        1,886,520          23,475
                                                           ------------    ------------

Gross Margin                                                 (1,886,520)          4,785
                                                           ------------    ------------

Selling, General and Administrative:
  Cash                                                        1,672,786       1,847,130
  Non-cash                                                      175,275       1,259,948
                                                           ------------    ------------

Total Selling, General and Administrative                     1,848,061       3,107,078
                                                           ------------    ------------


Operating Income (Loss)                                      (3,734,581)     (3,102,293)
Interest Expense                                               (652,816)           --
                                                           ------------    ------------

Net Income (Loss)                                          $ (4,387,397)   $ (3,102,293)
                                                           ============    ============

Net Income (Loss) applicable to common shareholders:

  Net Income (Loss)                                        $ (4,387,397)   $ (3,102,293)
  Deemed dividend from beneficial conversion of warrants       (107,015)       (107,015)
                                                           ------------    ------------

Net Income (Loss) applicable to
  common shareholders                                      $ (4,494,412)   $ (3,209,308)
                                                           ============    ============

Net Income (Loss) per share:

  Basic and diluted                                        $      (0.21)   $      (0.17)
                                                           ============    ============
  Weighted averaged shares outstanding:
     Basic and diluted                                       21,821,723      18,727,617
                                                           ============    ============

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                       4
<PAGE>


<TABLE>

<CAPTION>
                                AXM PHARMA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

                                                            Three Months Ended
                                                                 March 31,

                                                           2006          2005
                                                       -----------    -----------
<S>                                                    <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             $(4,387,397)   $(3,102,293)
   Adjustments to reconcile net loss to cash used in
   operating activities:
     Common stock  issued for services and dividends       175,275      1,259,948
     Depreciation and amortization                          18,153         15,598
     Non-cash interest expense                             525,905           --
     Inventory allowance                                 1,886,520           --
     Bad debt expense                                      387,285           --
 Changes in assets and liabilities:
     Accounts receivable                                   681,242       (194,653)
     Prepaid expenses and other                             17,874        (26,682)
     Inventories                                           (70,663)      (148,628)
     Accounts payable and accrued expenses                 645,616       (515,334)
     Value added tax payable                                  --          (24,042)
                                                       -----------    -----------
CASH FLOWS USED IN OPERATING ACTIVITIES                   (120,190)    (2,736,086)
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                      (9,309)      (108,195)
                                                       -----------    -----------

CASH FLOWS USED IN INVESTING ACTIVITES                      (9,309)      (108,195)
                                                       -----------    -----------

CASH FROM FINANCING ACTIVITIES
  Proceeds from bank loans                                  50,500      2,041,925
                                                       -----------    -----------

CASH FROM FINANCING ACTIVITIES                              50,500      2,041,925
                                                       -----------    -----------

NET DECREASE IN CASH                                       (78,999)      (802,356)

Cash, beginning of period                                   92,619      1,255,681
                                                       -----------    -----------

Cash, end of period                                    $    13,620    $   453,325
                                                       ===========    ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                       5
<PAGE>



                                AXM PHARMA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. MANAGEMENT REPRESENTATION AND PRESENTATION

         The unaudited  consolidated  financial  statements included herein have
been  prepared  by AXM  Pharma,  Inc.,  a Nevada  corporation  (the  "Company"),
pursuant to the rules and regulations of the Securities and Exchange  Commission
("SEC").  The consolidated  financial  statements  should be read in conjunction
with the Company's  December 31, 2005,  consolidated  financial  statements  and
notes thereto  included in the Company's  Annual Report on Form 10-KSB (SEC File
Number  1-31886).  Certain  information  and  footnote  disclosures,  which  are
normally  included in financial  statements  prepared in accordance  with United
States generally accepted accounting principles,  have been condensed or omitted
pursuant to SEC rules and  regulations  for interim  financial  statements.  The
Company  believes that the disclosures made are adequate to make the information
presented not misleading.  The information reflects all adjustments that, in the
opinion of management,  are necessary for a fair  presentation  of the financial
position and results of operations for the interim periods set forth herein. All
such  adjustments  are of a normal and  recurring  nature.  The  results for the
three-month  period ended March 31, 2006, are not necessarily  indicative of the
results for the fiscal year ending December 31, 2006.

NOTE 2 . NATURE OF OUR BUSINESS

         The Company is a  pharmaceutical  company which  (through a subsidiary)
operates a  manufacturing  facility  located in The  People's  Republic of China
("PRC").  The  Company is a publicly  listed  company  trading  under the symbol
(AMEX:  AXJ).  Its  business is the sale of  over-the-counter  and  prescription
pharmaceutical and neutriceutical products in the PRC, Hong Kong and Taiwan. The
Company's business in the PRC is conducted through its wholly-owned  subsidiary,
AXM Pharma Shenyang,  Inc.,  located in the city of Shenyang in the northeastern
portion of the PRC ("AXM Shenyang"). AXM Shenyang, together with its predecessor
company,  Shenyang Tianwei  Pharmaceutical  Factory, Ltd., have had an operating
history of  approximately  ten  years.  AXM  Shenyang  has  historically  been a
manufacturer of proprietary and generic pharmaceutical  products,  which include
injectables,  capsules,  tablets, liquids and medicated skin products for export
and domestic Chinese sales.

NOTE 3. CRITICAL ACCOUNTING POLICIES

         We (the Company) believe the following  critical  accounting  policies,
among others,  affect our more  significant  judgments and estimates used in the
preparation of our financial statements:

         Revenue Recognition- Product sales revenue is recognized when the goods
are  shipped,  title and risk of loss passes and  collectability  is  reasonably
assured. In situations where a distributor's sales reporting to us is inadequate
or untimely,  we have to judge whether all of the elements  required for revenue
recognition  have been  met,  including  assurance  of  collectability.  In such
instances,  we may  conclude  that revenue  recognition  of such sales should be
delayed  until  payments are received  from the  distributor.  Any provision for
discounts  and  estimated  returns are  accounted  for in the period the related
sales are recorded.

         Allowance for Doubtful Accounts - We (the Company) maintain  allowances
for doubtful  accounts for estimated  losses resulting from the inability of our
customers to make required  payments.  In the quarter  ending March 31, 2006 the
Company  implemented  a revised  minimum  allowance for doubtful  accounts.  The
company  now,  at a minimum,  includes  all  accounts  over 90 days  outstanding
(revised  from  reserving  accounts over 180 days) in the allowance for doubtful
accounts. Additionally, the allowance for doubtful accounts is based on specific
identification  of customer  accounts and our best estimate of the likelihood of
potential loss, taking into account such factors as the financial  condition and
payment  history of major  customers.  We  evaluate  the  collectability  of our
receivables at least quarterly. If the financial condition of our customers were
to  deteriorate,  resulting in an impairment of their ability to make  payments,



                                       6
<PAGE>

additional  allowances may be required.  The  differences  could be material and
could significantly impact cash flows from operating activities.

         Sales  Allowances  - A portion of our  business is to sell  products to
distributors who resell the products to the end customers. In certain instances,
these  distributors  obtain  discounts based on the  contractual  terms of these
arrangements.  Sales discounts are usually based upon the volume of purchases or
by reference to a specific price in the related distribution  agreement. We (the
Company)  recognize  the  amount  of  these  discounts  at the  time the sale is
recognized.  Additionally,  sales  returns  allowances  are  estimated  based on
historical  return  data,  and  recorded at the time of sale.  If the quality or
efficacy of our products  deteriorates or market  conditions  otherwise  change,
actual  discounts  and returns  could be  significantly  higher than  estimated,
resulting  in  potentially  material  differences  in cash flows from  operating
activities.

         Inventory - We (the  Company)  write down our  inventory  for estimated
obsolescence or unmarketable  inventory equal to the difference between the cost
of inventory and the estimated market value based upon assumptions  about future
demand, future pricing and market conditions.  If actual future demands,  future
pricing  or  market  conditions  are less  favorable  than  those  projected  by
management, additional inventory write-downs may be required and the differences
could be material.  Such differences might significantly  impact cash flows from
operating activities.

         Accounting for Stock-Based  Compensation - Prior to January 1, 2006, we
accounted for stock-based compensation for employees and non-employee members of
our board of directors in accordance with Accounting  Principles  Board, or APB,
Opinion No. 25,  "Accounting  for Stock Issued to Employees."  Under APB Opinion
No. 25, compensation  expense is based on the intrinsic value on the measurement
date,  calculated as the  difference  between the fair value of our common stock
and the relevant  exercise price. We account for  stock-based  compensation  for
non-employees,  who are not  members  of our board of  directors,  at fair value
using a Black-Scholes  option-pricing model in accordance with the provisions of
SFAS No. 123,  "Accounting for Stock-Based  Compensation"  and other  applicable
accounting principles.

         In December 2005,  the Financial  Accounting  Standards  Board ("FASB")
issued  Statement  of Financial  Accounting  Standards  No. 123 (Revised  2004),
Share-Based Payment (SFAS No. 123R), which replaces SFAS No. 123, Accounting for
Stock-Based  Compensation,  and  supersedes  APB Opinion No. 25,  Accounting for
Stock Issued to  Employees.  SFAS No. 123 requires all  share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements based on their fair values beginning with the first fiscal
year  beginning  after June 15, 2005 (as delayed by the  Securities and Exchange
Commission),   with  early  adoption  encouraged.   The  pro  forma  disclosures
previously  permitted  under SFAS No. 123 no longer  will be an  alternative  to
financial  statement  recognition.  Under SFAS No. 123R, a determination must be
made  regarding  the  appropriate  fair  value  model  to be  used  for  valuing
share-based  payments,  the amortization  method for  compensation  cost and the
transition  method  to be used at date of  adoption.  SFAS No.  123R  permits  a
prospective or two modified versions of a retrospective  application under which
financial  statements for prior periods are adjusted on a basis  consistent with
the pro forma  disclosures  required for those  periods by the original SFAS No.
123.  The  adoption of SFAS No. 123R is required in the first  quarter of fiscal
year  2006,  at  which  time  we  began  recognizing  an  expense  for  unvested
share-based compensation that has been issued or will be issued after that date.
We adopted SFAS No. 123R on a  prospective  basis and the adoption had no effect
for the first quarter of 2006.

         Convertible  Preferred  Stock - The  value  of  shares  of  Convertible
Preferred  Stock  issued  by  AXM  Pharma  is  initially  offset  by a  discount
representing  the relative fair value of the beneficial  conversion  feature and
warrants.  The value of the  beneficial  conversion  feature  is  recorded  as a
dividend  over the period the preferred  stock is  convertible  and  accelerated
pro-rata  as the  preferred  stock are  converted.  The value of the  beneficial
conversion  feature  allocated  to warrants is  recognized  over the life of the
warrants  and  accelerated  as  warrants  are  exercised.  The fair value of the
warrants and beneficial  conversion  discount are calculated  based on available
market  data using  appropriate  valuation  models.  The  recorded  value of the
beneficial conversion feature is limited to the total proceeds received.



                                       7
<PAGE>


         Convertible  Debentures - The value of Convertible  debentures  that we
issued are initially  offset by a discount  representing the relative fair value
of the  warrants  issued with the  debentures.  This  discount is  amortized  as
interest  expense  over  the  term of the  debentures,  along  with the fees and
expenses  relating to the  issuance of these  debentures.  The fair value of the
debentures and the warrants are calculated  based on available market data using
appropriate valuation models.

         Valuation of Intangibles - From time to time, we (the Company)  acquire
intangible assets that are beneficial to our product development  processes.  We
periodically  evaluate the carrying value of intangibles,  including the related
amortization  periods.  In evaluating  acquired  intangible assets, we determine
whether there has been impairment by comparing the anticipated undiscounted cash
flows from the operation and eventual  disposition  of the product line with its
carrying value. If the undiscounted cash flows are less than the carrying value,
the amount of the  impairment,  if any,  will be  determined  by  comparing  the
carrying  value of each  intangible  asset  with its fair  value.  Fair value is
generally based on either a discounted  cash flows analysis or market  analysis.
Future operating income is based on various  assumptions,  including  regulatory
approvals, patents being granted, and the type and nature of competing products.
If  regulatory  approvals  or  patents  are not  obtained  or are  substantially
delayed, or other competing technologies are developed and obtain general market
acceptance or market  conditions  otherwise  change,  our intangibles may have a
substantially reduced value, which could be material.

         Deferred  Taxes - We (the  Company)  record a  valuation  allowance  to
reduce the  deferred tax assets to the amount that is more likely than not to be
realized.  We have  considered  estimated  future taxable income and ongoing tax
planning strategies in assessing the amount needed for the valuation  allowance.
Based on these estimates,  all of our deferred tax assets have been reserved. If
actual results differ  favorably  from those  estimates  used, we may be able to
realize all or part of our net  deferred  tax  assets.  Such  realization  could
positively   impact  our  operating   results  and  cash  flows  from  operating
activities.

         Value Added Tax - Value added tax payable is reported as a  significant
liability. The accounting policies adopted by management include full disclosure
of the value added tax  liability  calculated at 17% of the  difference  between
ex-factory  price and the cost of raw materials,  less the cost of the fees paid
to the third-party original equipment manufacturing company.

         Litigation  -  We  (The  Company)  account  for  litigation  losses  in
accordance  with  Statement  of  Financial  Accounting  Standards  (SFAS) No. 5,
"Accounting for  Contingencies."  Under SFAS No. 5, loss contingency  provisions
are recorded for probable  losses at  management's  best  estimate of a loss, or
when a best  estimate  cannot be made,  a  minimum  loss  contingency  amount is
recorded.  These estimates are often initially developed  substantially  earlier
than the ultimate loss is known,  and the estimates are refined each  accounting
period, as additional information is known. Accordingly,  we are often initially
unable to develop a best estimate of loss; therefore,  the minimum amount, which
could be zero, is recorded.  As information  becomes  known,  either the minimum
loss amount is increased or a best estimate can be made, resulting in additional
loss  provisions.  Occasionally,  a best  estimate  amount is changed to a lower
amount when events result in an  expectation  of a more  favorable  outcome than
previously  expected.  Due to the  nature of  current  litigation  matters,  the
factors that could lead to changes in loss reserves might change quickly and the
range of actual losses could be significant,  which could materially  impact our
results of operations and cash flows from operating activities.




NOTE 4.  RECLASSIFICATION


         Certain amounts in the 2005 financial statements have been reclassified
to conform with the 2006 financial statement presentation.



NOTE 5. STOCK ISSUANCES

Common Stock Issued for Stock-Based Compensation



                                       8
<PAGE>


         We (the  Company)  periodically  issues  shares of our Common  Stock as
compensation for services rendered by third parties. Such Common Stock is valued
at the estimated fair market value as of the date it is issued, as determined by
management  and the Board of  Directors.  Management  and the Board of Directors
consider market price quotations, recent stock offering prices and other factors
in  determining  fair market  value for purposes of valuing the shares of Common
Stock.  On January 24, 2006 we issued 180,000 shares of restricted  common stock
to CEOCAST, INC. as compensation for investor relations consulting services. The
stock was  valued at $.60 per  share,  the  closing  stock  price on the date of
issuance,  and we (the  Company)  recognized  $108,000 of  Selling,  General and
Administrative expense.

         We (the  Company) did not issue any stock  options in the quarter ended
March  31,  2006.  There  would not have been any  effect on net  income  and/or
earnings per share if we had applied the fair value  recognition  provisions  of
FASB Statement No. 123, Accounting for Stock-Based Compensation,  to stock-based
employee compensation.

Conversions of Preferred Stock

         On March 2, we issued 270,005 shares of Common Stock in connection with
the conversion of Series C Preferred Stock.

Dividend Payments

         In March,  2006, we (the company) issued 102,550 shares of Common Stock
as  dividends  to  Series  C  Preferred  shareholders  in lieu of cash  payments
totaling $67,275.

NOTE 6. NOTES PAYABLE

         We (the Company) currently have a bank loan with an outstanding balance
of  approximately  $3 million,  secured by our  manufacturing  facility  and the
underlying  real property.  In March,  we agreed to terms renewing the bank loan
agreement  that closed in April 2006,  extending the maturity date for this loan
until March 2007.

         In 2005,  we (the Company)  issued a series of short term  non-recourse
loans to thirteen  individual  Chinese  lenders.  We are currently in default on
these loans, which have a current balance of approximately  $525,000 and carry a
default interest rate of 40% (up from the stated 24% per agreement).

NOTE 7. FOREIGN CURRENCY TRANSLATION

         Transactions  and balances  originally  denominated in U.S. dollars are
presented  at  their  original  amounts.  Transactions  and  balances  in  other
currencies  are  converted  into U.S.  dollars in accordance  with  Statement of
Financial  Accounting  Standards (SFAS) No. 52, "Foreign Currency  Translation,"
and are included in determining net income or loss.

         For  foreign  operations  with the  local  currency  as the  functional
currency,  assets and liabilities are translated from the local  currencies into
U.S. dollars at the exchange rate prevailing at the balance sheet date. Revenues
and expenses are translated at weighted average exchange rates for the period to
approximate  translation  at the exchange  rates  prevailing  at the dates those
elements are  recognized in the financial  statements.  Translation  adjustments
resulting  from  the  process  of  translating  the  local  currency   financial
statements into U.S. dollars are included in determining comprehensive loss.

         The reporting currency is the U.S. dollar.  The functional  currency of
the our Chinese subsidiary,  AXM Shenyang,  is the Renminbi ("RMB") which is the
local  currency in China.  The  financial  statements  of our  subsidiaries  are
translated into United States dollars using period-end exchange rates for assets
and  liabilities,  and average  rates of exchange  for the period for  revenues,
costs,  and  expenses.  Net gains and losses  resulting  from  foreign  exchange
transactions are included in the consolidated  statements of operations and were
not material during the periods  presented because the value of the RMB was tied
to the United  States  dollar until very  recently and now  fluctuates  within a



                                       9
<PAGE>

narrow range which is tied to the United States dollar.

         On July 21,  2005,  the PRC  allowed  the RMB to  fluctuate  ending its
decade-old fixed valuation peg to the U.S. dollar.  The new RMB rate reflects an
approximately  2% increase in value against the U.S. dollar.  Historically,  the
Chinese  government  has  benchmarked  the RMB exchange  ratio  against the U.S.
dollar,  thereby  mitigating  the  associated  foreign  currency  exchange  rate
fluctuation  risk.  We (the  Company) do not believe  that our foreign  currency
exchange rate fluctuation risk is significant.


NOTE 8.  RELATED PARTY TRANSACTIONS

         At March 31, 2006,  we (the  Company)  owed  approximately  $252,000 to
Weishi Wang, Chief Executive  Officer and Chairman of the Board. The amounts are
unsecured and due upon demand.

NOTE 9.  INVENTORY IMPAIRMENT

         Based on current financial  constraints impacting future production and
the lack of AXM Pharma Inc. ability to sell the raw material on the open market,
management determined an inventory reserve of $1,886,520 was needed at March 31,
2006.

NOTE 10. SUBSEQUENT EVENTS

ISSUANCE OF STOCK

         In May 2006,  we issued  249,990  shares of Common Stock in  connection
with the conversion of Series C convertible promissory notes.

MODIFICATION AGREEMENT.

         The Company and the holders (the "Holders") of the secured  convertible
promissory notes in the aggregate  principal amount of $3,425,000  issued by the
Company in April,  2005 (the "2005  Notes")  have  entered  into a  Modification
Agreement dated as of March 1, 2006.

         The Modification  Agreement  provides that the 2005 Notes, on which the
Company has been  unable to make its monthly  principal  and  interest  payments
since  September  2005,  will be restated and amended as new notes (the "Amended
Notes").  The Amended Notes (together with the Amended Warrants described below)
are to be issued at the Closing, which occurred on April 28, 2006. The aggregate
principal  amount of the Amended Notes is  $3,794,045,  which  includes  accrued
interest  and  certain  amounts due to the  Holders,  under  their  April,  2005
Registration Rights Agreement. The Amended Notes bear interest at an annual rate
of 9%.

         No principal  payments  will be due on the Amended Notes until March 1,
2009. The first  interest  payment will become due on the earlier of November 1,
2006 or 10 days after the effectiveness date of a registration statement on Form
SB-2 with  respect  to the Common  Stock  underlying  the  Amended  Notes.  Each
interest  payment  may,  at the  Company's  option,  be payable in shares of its
Common Stock,  if such shares have been  registered by the  respective  interest
payment  date,  with such interest  payment to be  calculated at the  applicable
Conversion Price ( as described below.)

         The Amended Notes will be convertible by each of the Holders,  in whole
or in part, from time to time, into shares of Common Stock at a Conversion Price
(as  defined in the Amended  Notes),  which  will,  in general,  be equal to the
lesser of $2.10 or 82.5% of the volume weighted  average price for the Company's
shares  over  the  twenty  Trading  Days  preceding  the  Conversion  Date.  The
Conversion Price for the 2005 Notes was originally set at $2.10.

         As more fully described in the Modification  Agreement,  as part of the




                                       10
<PAGE>

transactions being implemented  thereby,  the Holders have agreed to subordinate
their  security  interest in the factory held by the Company's  subsidiary,  AXM
Shenyang,  Inc, as well as their security  interest in the  underlying  land and
related  assets,  in order to permit the  Company and its  subsidiary  to obtain
additional  bank  financing  of  a  minimum  of  $3,000,000  and  a  maximum  of
$8,500,000.

         The  Company  has  also  agreed  to issue to the  Holders  Amended  and
Restated  Warrants ( the "Amended  Warrants")  at an exercise  price of $.50 per
warrant to replace  approximately  2.5 million warrants issued to the Holders by
the Company in April 2005.  The  original  exercise  price of  2,055,000  of the
warrants being  restated was $1.80,  with 455,000 of the warrants being restated
having  an  original  exercise  price  of  $2.41.  Except  as  described  in the
Modification  Agreement,  no modification or  anti-dilution  adjustments will be
made  to any of the  other  warrants  held by the  Holders  as a  result  of the
issuance of the Amended Notes or the Amended Warrants.

         A failure by the Company to obtain any  required  Stockholder  Approval
(as defined in the Modification  Agreement) of the transactions  contemplated by
such  Agreement  by  September  1,  2006 or a  failure  to  have a  Registration
Statement on Form SB-2 declared  effective by November 1, 2006 would be an Event
of  Default  under the terms of he  Amended  Notes,  entitling  the  Holders  to
accelerate.

NOTICE OF DELISTING

         On April 20, 2006, we (the Company)  received  notice by letter,  dated
April 20, 2006,  from the American Stock Exchange  ("Amex") that Amex intends to
proceed  with the filing of an  application  with the  Securities  and  Exchange
Commission  ("SEC") pursuant to Section 1009 of the Amex Company Guide ("Company
Guide") to strike our common  stock from listing and  registration  on Amex (the
"Staff Determination").

         The Staff Determination  indicates that we (the Company) have a limited
right to appeal the  determination  by  requesting  an oral hearing or a hearing
based on a written submission before a Listing  Qualifications  Panel. We sent a
Request for Hearing  Based on Written  Submission  to Amex on April 27,  2006. A
hearing on the matter has been scheduled for May 31, 2006.

INTEREST FREE LOAN AGREEMENT

         Our subsidiary,  AXM Shenyang,  Inc, received the first tranche of a 10
million RMB  (approximately  $1.25 million) interest free loan from the Shenyang
Municipal Government.  We received initial proceeds of $375,000, with the second
and final tranche of $875,000  expected upon final  execution of the  agreement,
which is expected to occur at the end of May 2006. The loan is collateralized by
a pledge of personal  property owned by AXM's Chief  Executive  Officer,  Weishi
Wang.


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
FINANCIAL CONDITION

RESULTS OF OPERATIONS

         During the three-month  period ended March 31, 2006, we had no revenue,
compared to revenues from products sales for the three-month  period ended March
31, 2005 of  $28,260.  There were no product  sales  because we did not have the
ability to pay for any advertisements, sales promotions or salaries of marketing
and sales  professionals in Shenyang.  During the three-month period ended March
31, 2006 we had inventory  impairment of  $1,886,520,  compared with zero in the
corresponding  previous period. We expect to generate some revenue in the second
half of 2006 because of the inflow of funds from the Shenyang  Government  which
we will use for sales and marketing expenses.

          During the quarter  ended  March 31,  2006,  we had total  general and
administrative expenses of $1,848,061, compared to $3,107,078 for the comparable
period in 2005,  a decrease  of  $1,259,017.  The  current  period  general  and
administrative expense includes $108,000 in non-cash expense.



                                       11
<PAGE>


         The  significant  decrease  in  both  cash  and  non-cash  general  and
administrative  expenses resulted  primarily from (i) reduced consulting expense
related to factory construction and (ii) reduced corporate overhead expenditures
and director fees. Non-cash expense occurs when we pay dividends or service fees
(e.g.  investor relations  services) using shares of our Common Stock. Under new
management, we are continuing our efforts to reduce corporate overhead expenses.
However,  our  ability  to do so  may  be  constrained  by  on-going  legal  and
regulatory proceedings.

         During  the three  month  period  ended  March 31,  2006,  we  incurred
$652,816 in interest expense,  which includes  amortization of debt discount and
deferred  financing costs totaling $525,905.  There were no comparable  expenses
for the three month period ended March 31, 2005.

         For the three months  ended March 31,  2006,  we incurred a net loss of
$4,387,397 compared to a net loss of $3,102,293 for the three months ended March
31,  2005.  This  represents  a  reduced  net loss of  $1,285,104.  Our net loss
applicable  to common  shareholders  was  $4,494,412  compared  to a net loss of
$3,209,308 for the three months ended March 31, 2005.

         These changes in operating results were the result of the reductions in
general and administrative  expense,  as described above, offset by a decline in
revenue and  significant  increases in financing  costs,  inventory  impairment,
principally amortization of debt discount and deferred financing costs.

LIQUIDITY AND CAPITAL RESOURCES

         We are currently in urgent need of significant  additional  capital. As
noted above,  our lack of adequate  capital has  adversely  affected our current
operations.  We had no sales  during the three  months ended March 31, 2006 as a
result of our lack of capital resources.  Our current cash resources are minimal
in comparison to our current liabilities and operating  requirements,  and we do
not expect to generate  positive cash flow from  operations  for some time.  Our
management is actively developing a new business plan for the Company,  and will
be  seeking  financing  from  a  number  of  different  sources.   However,   no
arrangements  are currently in place,  and it is not clear if we will be able to
secure the  additional  funds we require  to sustain  and build our  operations.
Moreover,  we have  potential  exposure  and  on-going  expenses  as a result of
pending lawsuits and regulatory  proceedings.  As a result,  we may be forced to
curtail our operations or seek protection under applicable insolvency laws.

         At March 31, 2006, we had total assets of $10,641,129 compared to total
assets of $13,729,011 at December 31, 2005.  Our total assets  decreased  during
the  first  quarter  due to the  increase  of our  allowance  for bad  debts and
inventory,  and cash used to pay expenses because no revenue was generated since
there were no sales.

         Our cash on hand was  $13,620  as of March  31,  2006,  a  decrease  of
$78,999  from the $92,619  cash on hand as of December  31,  2005.  Cash used in
operations  was $120,190 for the first quarter  2006,  compared to 2,736,086 for
the  first  quarter  2005.  Accounts  receivable  were  $2,481,  a  decrease  of
$1,068,527  from the  $1,071,008  at December  31,  2005.  Accounts  payable and
accrued expenses were $5,015,987, an increase of $630,912 from the $4,385,075 at
December 31, 2005. Accounts payable and accrued expenses to related parties were
$251,799,  an increase of $14,703 from the  $237,096 at December  31, 2005.  Our
current assets as of March 31, 2006 were $1,062,962, of which $471,630 consisted
of inventory.  The majority of our inventory  consists of raw material.  We have
performed an  evaluation of our inventory as of March 31, 2006 and an impairment
charge of 1,886,520 was recorded.

         In April 2006, we restructured our 2005 Notes,  thereby  relieving some
of the pressure on our financial resources. See the discussion in Note 10 to our
financial statements.  If we fail to meet our obligations under the Modification
Agreement,  including obligations to secure Stockholder Approval by September 1,
2006 and to have an  effective  registration  statement  with  respect to common
stock owned or issuable to the  Noteholders by November 1, 2006, then the entire
principal  amount of the 2005  Notes  ($3,794,045)  and any  accrued  and unpaid
interest will accelerate and become immediately due and payable.



                                       12
<PAGE>


         Through May 19, 2006,  we have  received RMB  3,000,000  (approximately
$375,000 USD) from the Shenyang Municipal Government  as an  interest free loan.
We anticipate  receiving an additional RMB 7,000,000  under this loan by May 31,
2006. The loan is  collateralized  by a pledge of personal property owned by our
Chief Executive Officer, Weishi Wang.

         DEBT.  We  currently  have a bank loan with an  outstanding  balance of
approximately  $3  million,  secured  by  our  manufacturing  facility  and  the
underlying real property.  In March, we renewed the loan agreement with the bank
to extend the maturity date for this loan until April 2007.

         We also  issued a series of short term  non-recourse  loans to thirteen
individual  Chinese lenders.  We currently are in default on these loans,  which
have a current balance of approximately  $525,000.  Although these loans are not
secured by any of our property or assets, we could be subject to lawsuits if the
loans are not paid.  Currently,  no  lawsuits  regarding  these  loans have been
initiated and we are not aware that any such lawsuits are being  contemplated by
any of the lenders.

RISK FACTORS

         LIQUIDITY  CRISIS.  As discussed above, we do not have sufficient funds
to  operate  our  business.  If we are  unable to raise  significant  additional
capital  in the near  future,  we may  have to  discontinue  operations  or seek
protection  under  applicable  insolvency  laws.  We are  pursuing  a variety of
alternatives  in an effort to raise the funds we need to continue  in  business.
Although  we have  had some  limited  success  in this  regard,  we  still  need
substantial additional cash. We do not currently have in place any agreements to
provide such additional  funding.  See the discussion above under "Liquidity and
Capital Resources."

         NOTICE OF DELISTING.  On April 20, 2006, we received  notice by letter,
dated April 20,  2006,  from the  American  Stock  Exchange  ("Amex")  that Amex
intends to proceed with the filing of an  application  with the  Securities  and
Exchange  Commission  ("SEC") pursuant to Section 1009 of the Amex Company Guide
("Company  Guide") to strike our common stock from listing and  registration  on
Amex (the "Staff Determination").

         Specifically,   Amex  cited  our   inability   to  make  a   reasonable
demonstration,  in our plan of compliance dated March 3, 2006, of our likelihood
of regaining  compliance with Section 1003(a)(iv) of the Company Guide by May 2,
2006, in that we have  sustained  losses which are so substantial in relation to
our  overall  operations  or  existing  financial  resources,  or our  financial
condition has become so impaired that it appears questionable, in the opinion of
Amex,  as to  whether we will be able to  continue  operations  and/or  meet our
obligations  as they  mature.  Amex also cited our  noncompliance  with  Section
1003(a)(iii)  of  the  Company  Guide  which  requires  a  company  to  maintain
stockholders'  equity in excess of $6 million if it has  sustained  losses  from
continuing  operations  and/or net losses in its five most recent  fiscal years.
Furthermore,  Amex  indicated that during the period between August 31, 2005 and
September 19, 2005, in certain  instances,  we failed to comply with Section 301
of the Company Guide which  provides  that a listed  company is not permitted to
issue or register additional  securities of a listed class until it has filed an
application  for  the  listing  of  such  additional   securities  and  received
notification  from the  Exchange  that the  securities  have been  approved  for
listing.  Finally,  as additional support to suspend and remove the Company from
listing,  Amex cited, pursuant to Section 1003(f)(iii) of the Company Guide, its
concern of the ongoing  SEC  investigation  into the  Company and other  parties
affiliated with the Company for violations of federal securities laws.

         We have  appealed  the the Staff  Determination  and a  hearing  on the
matter has been scheduled for May 31, 2006.

There may not be  sufficient  liquidity  in the  market for our  securities  for
investors to sell their securities.

         There is currently  only a limited  public market for our Common Stock,
which is listed on the American  Stock  Exchange,  and there can be no assurance
that a trading  market  will  develop  further or be  maintained  in the future.
During  the  month  of April  2006,  the  Common  Stock  traded  an  average  of



                                       13
<PAGE>

approximately  118,353 shares per day. As of May 17, 2005, the closing bid price
for the Common Stock on the American  Stock  Exchange was $.42 per share.  As of
May 17, 2006,  we had  approximately  130  shareholders  of record not including
shares held in street name.

The fact that our directors and officers own approximately 31.37% of our capital
stock may decrease your influence on shareholder decisions.

         Our executive  officers and directors,  in the aggregate,  beneficially
own  approximately  28.91% of our capital stock.  As a result,  the officers and
directors  will have the  ability to  influence  management  and the  outcome of
matters  submitted to  shareholders  for  approval,  including  the election and
removal of directors, amendments to bylaws and any merger, consolidation or sale
of all or substantially all of our assets.

The  outstanding  warrants  may  adversely  affect  us in the  future  and cause
dilution to existing Shareholders.

         There are currently approximately 10 million warrants outstanding.  The
terms  of these  warrants  expire  as  early  as 2007  and as late as 2010.  The
exercise price of these warrants range from $.50 to $5.50 per share,  subject to
adjustment  in certain  circumstances.  The holders of the  warrants  have until
August 21, 2008, September 12, 2008, December 31, 2008, June 24, 2007, and April
19, 2010 respectively, to exercise their warrants. Sales of the shares of Common
Stock issuable upon exercise of the warrants  could have a depressive  effect on
the  price of the  Common  Stock,  particularly  if  there  is not a  coinciding
increase  in demand by  purchasers.  Further,  the terms on which we may  obtain
additional  financing  during the period any of the warrants remain  outstanding
may be adversely affected by the existence of these warrants.

Our business depends upon receiving regulatory approvals for the manufacture and
sale of our products.

         The manufacture and sale of pharmaceutical  products in China is highly
regulated  by  a  number  of  state,  regional  and  local  authorities.   These
regulations   significantly  increase  the  difficulty  and  costs  involved  in
obtaining and maintaining  regulatory approvals for our products. Our ability to
grow our  business  will depend in  significant  part upon our ability to obtain
necessary regulatory approvals for new products.

It may be difficult for  shareholders to seek and enforce  judgments  against us
and our management.

         Substantially all of our assets and most of our directors and executive
officers are in China. As a result,  shareholders  may have difficulty  pursuing
legal  remedies  against us or our  management.  It may be  difficult  to obtain
personal jurisdiction over the officers and directors who reside in China and it
may be difficult to enforce in China any judgment obtained in the United States.

We may have difficulty  competing with larger and better  financed  companies in
our sector.

         We believe that our products compete on the basis of brand recognition,
efficacy,  safety and price. Our ability to build brand recognition depends to a
significant extent upon our marketing efforts.  Our limited financial  resources
have  severely  constrained  our  marketing  efforts.  As a result,  we are at a
significant  competitive  disadvantage  when  we  compete  with  larger,  better
financed manufacturers and distributors of pharmaceutical products.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures
    ------------------------------------------------

         Under the  direction  of our Chief  Executive  Officer and acting Chief



                                       14
<PAGE>

Financial  Officer,  we evaluated our  disclosure  controls and  procedures  and
concluded  thtat our  disclosure  controls and  procedures  were effective as of
March 31, 2006

(b) Changes in internal controls over financial reporting
    -----------------------------------------------------

         In  the  past,  our  financial  controls  and  procedures  were  deemed
ineffective to ensure that financial  information  contained in the reports that
we file  or  submit  under  the  Securities  Exchange  Act of 1934 is  recorded,
processed,  summarized  and  reported  accurately.  This  conclusion  was  based
primarily upon the fact that inaccurate  financial statements were filed for the
period ended June 30, 2005.  Although we lack sufficient funding to continue our
investigation of the prior misstatements, our Audit Committee believes, based on
its review to date, that such  misstatements  resulted from the wrongful conduct
of  certain  former  senior  executive  officers,  and not from a  breakdown  of
internal controls over financial reporting.  Nonetheless, in connection with our
financial  reporting,  we have  developed an internal  control  check-list,  and
management  requires  extensive  internal reviews and consultation  with outside
advisors with a view to avoiding the  occurrence  of problems in the future.  We
believe that we have  implemented  sufficient  review controls and procedures to
ensure that current  reports filed with the Securities  and Exchange  Commission
are accurate.

         On March 8, 2006,  our Board of Directors  appointed  Elliot M. Maza to
the Board of Directors,  effective on that date.  Mr. Maza holds the position of
Chairman of the audit committee and qualifies as the "audit committee  financial
expert",  within the  meaning of Item  401(h) of  Regulation  S-K.  Mr.  Maza is
working with  financial  management of the Company to implement  more  stringent
internal controls over financial reporting.






















                                       15
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In February  2006,  we became  aware of a lawsuit  filed in Los Angeles
superior court from the Praxi  Advertising and Design,  Inc. claiming payment of
an unpaid package design fee of $119,800.

         We  obtained  loans  in the  aggregate  amount  of  7,230,000  RMB  (US
$904,000)  between October 22, 2004 and March,  2006,  through a series of short
term  non-recourse  loans from thirteen  individual  Chinese lenders.  We are in
default on these loans and interest of  approximately  $654,000.  Although these
loans are not secured by any of its  property or assets,  it could be subject to
lawsuits if they are not paid. Currently, no lawsuits regarding these loans have
been initiated and we are not aware that any lawsuits are being  contemplated by
any of the lenders.

         The SEC is currently conducting an investigation to determine if we and
others  may have  violated  the  reporting,  anti-fraud,  accounting  and  other
provisions of the federal securities laws. This investigation  resulted from our
restatement of our financial  statements for the period ended June 30, 2005. The
investigation  is  currently at an early stage and we are not able to assess the
likelihood that the SEC will commence enforcement  proceedings against us or the
nature  and  potential  impact  of any  remedies  the  SEC  might  seek.  We are
cooperating fully with the SEC in this investigation.

         The legal actions from Don Bates and Peter  Cunningham in November 2005
disclosed in 10-KSB have not been concluded yet. We intend to contest this claim
and will consider appropriate cross-claims.  There has been no discovery in this
matter and we cannot predict its outcome.

         In April 2006, Saatchi & Saatchi, an advertising firm, instituted legal
action  against AMX  Shenyang in Beijing  Dongcheng  Court,  in China,  claiming
unpaid  advertising  fees.  Saatchi & Saatchi has alleged that RMB710,000  (U.S.
$88,750),  plus  accrued  penalty,  is due them.  We  believe  that this suit is
without  merit as,  among other  things,  the fees billed by the  plaintiff  for
services rendered to us were excessive. We intend to contest this claim and will
consider  appropriate  cross-claims.  There has been no discovery in this matter
and we cannot predict its outcome.

         Other  than as  disclosed  herein,  we are not a party to any  material
legal proceeding and no such proceeding is known to be contemplated.

ITEM 6.  EXHIBITS

(a) The following exhibits are filed as part of this report.

      Exhibit No.                   Document

         31.1     Certification  of Chief  Executive  Officer  required  by Rule
                  13a-14/15d-14(a) under the Exchange Act

         31.2     Certification  of acting Chief Financial  Officer  required by
                  Rule 13a-14/15d-14(a) under the Exchange Act

         32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

         32.2     Certification of acting Chief Financial Officer pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

                                       16
<PAGE>



SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date:  May 22, 2006             AXM PHARMA, INC.


By:

                                /s/  Weishi Wang
                                ----------------
                                Weishi Wang,
                                Chief Executive Officer

Date:  May 22, 2006             AXM PHARMA, INC.

By:

                                /s/  Harry Zhang
                                -----------------
                                Harry Zhang,
                                Acting Chief Financial Officer








                                       17
<PAGE>



                                                                    Exhibit 31.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Weishi Wang, certify that:

1.            I have reviewed this quarterly  report on Form 10-Q of AXM Pharma,
              Inc.

2.            Based on my knowledge,  this quarterly report does not contain any
              untrue  statement  of a material  fact or omit to state a material
              fact  necessary  to make  the  statements  made,  in  light of the
              circumstances   under  which  such   statements   were  made,  not
              misleading  with respect to the period  covered by this  quarterly
              report;

3.            Based  on  my  knowledge,  the  financial  statements,  and  other
              financial  information  included in this quarterly report,  fairly
              present in all material respects the financial condition,  results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this quarterly report;

4.            The registrant's other certifying officer(s) and I are responsible
              for   establishing   and  maintaining   disclosure   controls  and
              procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
              15d-15(e))  and internal  control  over  financial  reporting  (as
              defined in Exchange Act Rules  13a-15(f)  and  15d-15(f))  for the
              registrant and have:

a.            Designed such disclosure  controls and procedures,  or caused such
              disclosure  controls  and  procedures  to be  designed  under  the
              Company's   supervision,   to  ensure  that  material  information
              relating   to   the   registrant,   including   its   consolidated
              subsidiaries, is made known to us by others within those entities,
              particularly  during  the  period  in which  this  report is being
              prepared;

b.            Omitted pursuant to SEC Release 34-47986.

c.            Evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and procedures and presented in this report the Company's
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of the end of the period  covered  by this  report
              based on such evaluation; and

d.            Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's most recent fiscal quarter (the  registrant's  fourth
              fiscal  quarter  in  the  case  of  an  annual  report)  that  has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

5.            The registrant's other certifying officer(s) and I have disclosed,
              based on the Company's most recent  evaluation of internal control
              over financial  reporting,  to the  registrant's  auditors and the
              audit committee of the registrant's board of directors (or persons
              performing the equivalent functions):

a.            All significant deficiencies and material weaknesses in the design
              or operation of internal  control over financial  reporting  which
              are reasonably likely to adversely affect the registrant's ability
              to record,  process,  summarize and report financial  information;
              and

b.            Any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal control over financial reporting.



Date: May 22, 2006



/s/  Weishi Wang
----------------
Weishi Wang
Chief Executive Officer


<PAGE>


                                                                    Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Harry Zhang, certify that:

1.            I have reviewed this quarterly  report on Form 10-Q of AXM Pharma,
              Inc.

2.            Based on my knowledge,  this quarterly report does not contain any
              untrue  statement  of a material  fact or omit to state a material
              fact  necessary  to make  the  statements  made,  in  light of the
              circumstances   under  which  such   statements   were  made,  not
              misleading  with respect to the period  covered by this  quarterly
              report;

3.            Based  on  my  knowledge,  the  financial  statements,  and  other
              financial  information  included in this quarterly report,  fairly
              present in all material respects the financial condition,  results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this quarterly report;

4.            The registrant's other certifying officer(s) and I are responsible
              for   establishing   and  maintaining   disclosure   controls  and
              procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
              15d-15(e))  and internal  control  over  financial  reporting  (as
              defined in Exchange Act Rules  13a-15(f)  and  15d-15(f))  for the
              registrant and have:

a.            Designed such disclosure  controls and procedures,  or caused such
              disclosure  controls  and  procedures  to be  designed  under  the
              Company's   supervision,   to  ensure  that  material  information
              relating   to   the   registrant,   including   its   consolidated
              subsidiaries, is made known to us by others within those entities,
              particularly  during  the  period  in which  this  report is being
              prepared;

b.            Omitted pursuant to SEC Release 34-47986.

c.            Evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and procedures and presented in this report the Company's
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of the end of the period  covered  by this  report
              based on such evaluation; and

d.            Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's most recent fiscal quarter (the  registrant's  fourth
              fiscal  quarter  in  the  case  of  an  annual  report)  that  has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

5.            The registrant's other certifying officer(s) and I have disclosed,
              based on the Company's most recent  evaluation of internal control
              over financial  reporting,  to the  registrant's  auditors and the
              audit committee of the registrant's board of directors (or persons
              performing the equivalent functions):

a.            All significant deficiencies and material weaknesses in the design
              or operation of internal  control over financial  reporting  which
              are reasonably likely to adversely affect the registrant's ability
              to record,  process,  summarize and report financial  information;
              and

b.            Any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal control over financial reporting.







Date: May 22, 2006



/s/  Harry Zhang
----------------
Harry Zhang
Acting Chief Financial Officer


<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of AXM Pharma,  Inc. (the "Company") on
Form 10-Q for the period ending March 31, 2006, as filed with the Securities and
Exchange  Commission on the date hereof (the  "Report'),  I, Weishi Wang,  Chief
Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Company at the dates and for the periods indicated.






/s/  Weishi Wang
----------------
Weishi Wang
Chief Executive Officer


May 22, 2006


<PAGE>


                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of AXM Pharma,  Inc. (the "Company") on
Form 10-Q for the period ending March 31, 2006, as filed with the Securities and
Exchange  Commission on the date hereof (the  "Report'),  I, Harry Zhang,  Chief
Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Company at the dates and for the periods indicated.





/s/  Harry Zhang
----------------
Harry Zhang,
Acting Chief Financial Officer


May 22, 2006