AXM Pharma Inc. (AXJ)

[checkmate28]

Good find stiffler Maybe they will actually close the deal. For now its an agreement just as the one just terminated. The new accountant does seem like a positive step as well and not something a scam company would do at this point.

http://www.sec.gov/Archives/edgar/data/1113643/000112178107000009/axmexhibit99two.htm

Acquisition Restructure & Technology Transfer Agreement

Party A: AXM Pharma (Shenyang), Inc.
Party B: Beijing Yuhuatang Biological Sci-Tech Development Co., Ltd
On the basis of complementing advantages for each other, mutual
benefit and mutual development, Party A and Party B, through friendly
negotiation, reached the following agreement on acquisition restructure
and technology transfer:
1. Both parties confirm that the entire fixed assets and technology value
of Party B is worth RMB 45,000,000 (the actual assessed value is RMB
59,830,000).

2. Party A will furnish 4,500,000 shares of its Parent company-AXM
Pharma (US), Inc. to Party B at the price of $ 1.25 per share by the
integral number of which is equivalent to RMB 45,000,000. Therewith,
Party B is entitled to own the share rights calculated in US dollars
equivalent to RMB 45,000,000 of Party A. Thus, Party B becomes a
wholly owned subsidiary of Party A. Meanwhile, Party A will pay
RMB 1,000,000 in cash to Party B. Party A will own the State Fund
for Technology Innovation obtained by Party B’s application.

3. After acquired by Party A, legal representative and organization

________________________________________

structure of Party B will be defined by the board of directors. Party B is
entitled to arrange for their operation and business according to
circumstances.

4. Party B will transfer all their access of technology to Party A, including
AD, ADD, Testosterone, Testosterone undecanoate, Adriamycin,
Lovastatin，Phytosrterol, Daptomycin, Geldanamycin (the last two is
under development now), as well as Xin-nao-xin (Chinese
Pinyin)whose pre-clinical study has been completed.



Item 1.02
Termination of a Material Definitive Agreement

On January 12, 2007, AXM Pharma, Inc. (the “Company”) announced that its wholly owned subsidiary, AXM Pharma (Shenyang), Inc. ("AXM Shenyang"), had rescinded the Cooperation Agreement between the subsidiary and Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd. ("Ming Cheng"), pursuant to a release dated December 8, 2006. The parties mutually agreed to rescind the Cooperation Agreement and Equity Interest Transfer Agreement as a result of Ming Cheng’s inability to provide certain historical financial records.


Item 2.01
Completion of Acquisition or Disposition of Assets.

On January 7, 2007, AXM Shengyang entered into an Acquisition Restructure and Technology Transfer Agreement (the "Agreement") with Beijing Yuhuatang Biological Sci-Tech Development Co., Ltd. ("Yuhuatang"). Pursuant to the Agreement, AXM will furnish approximately 4.5 million shares of the Company's common stock and RMB 1 million to Yuhuatang in exchange for all the common stock of Yuhuatang and all of the technology of Yuhuatang. The technology of Yuhuatang was granted innovative funds for Small and Medium Enterprises (SME) from State Science and Technology Ministry. The Company plans to manufacture products based upon these technologies and export them in the near future. As a result of the transaction, Yuhuatang will become a wholly owned subsidiary of AXM Shenyang, and AXM Shenyang will have all the rights to the technology formerly owned by Yuhuatang.






On January 12, 2007, AXM Pharma, Inc. (the "Company") engaged Paritz & Company, P.A. (“Paritz”) as its independent accountant to audit the Company’s financial statements.

I see this all as a very good sign