AXM Pharma Inc. (AXJ)

[PhillyPA65]

SEC INVESTIGATION UNDERWAY - BE CAREFUL - IT'S PAYBACK TIME

**** January 5, 2006 - 8/K Filing by AXM Pharma

http://www.sec.gov/Archives/edgar/data/1113643/000112178106000004/axmexhibit99one.htm

January 5, 2006--AXM Pharma, Inc. (Amex: AXJ) (“AXM”), a manufacturer of proprietary and generic pharmaceutical and nutraceutical products for the Chinese and other Asian markets, announced today that it has received notification from The Securities and Exchange Commission (“SEC”) that it has commenced a formal investigation to determine if AXM Pharma, Inc., and unnamed persons formerly and currently associated with the Company, violated the federal securities laws. Pursuant to a Formal Order of Investigation issued on December 8, 2005 and made available to the Company on December 29, 2005, the SEC staff is seeking to determine if SEC filings and press releases issued by AXM, including for the period from April 2005 through October 2005, contained false and misleading statements of material fact regarding the Company’s revenues, expenses, earnings and losses. In addition, the SEC staff is investigating, among other things, whether or not, for the relevant time period, AXM failed to keep required books and records, failed to devise and maintain sufficient internal accounting controls, falsified books and records and made false and misleading statements to its independent accountants.

The Company has received a subpoena to produce documents in connection with the investigation. Based upon the subpoena, AXM believes that the investigation relates in significant part to the matters which caused the Company to restate its financial statements for the period ended June 30, 2005. On October 31, 2005, AXM announced that it was restating its second quarter results due to new management’s determination that the Company had improperly recognized approximately $2.8 million of revenues related to the distribution of Sunkist-branded products in Hong Kong, China and Taiwan.

"We welcome the SEC investigation as we believe it is important to determine and address why revenues were improperly recognized in the second quarter by the previous management team,” said Weishi Wang, Chairman and CEO of AXM Pharma.

AXM intends to cooperate fully with the SEC staff in connection with the investigation. At this time, it is not possible to predict the outcome of the investigation nor is it possible to assess its impact on the Company.

*** January 26, 2007 - 8/K Filing by AXM Pharma

http://www.sec.gov/Archives/edgar/data/1113643/000112178107000028/axm8k12607.htm

"On January 22, 2007, AXM Pharma, Inc. (“AXM” or the “Company”) was notified by the staff (“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that the Staff intends to seek authority to institute a civil injunctive action or cease and desist proceeding against the Company pursuant to Section 17(a) of the Securities Act of 1933, as amended, and Sections 10(b), 13(a) and 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The notification lists a range of potential remedies which might be sought, including the possibility of revocation of the registration of the Company’s securities under Section 12(j) of the Exchange Act. The notification relates to the Commission investigation previously disclosed by the Company in January 2006. The Company is considering its response to the notification."