8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                                December 22, 2003
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                                  M-WAVE, INC.
                                  ------------

             (Exact name of registrant as specified in its charter)



          Delaware                     33-45499                 36-3809819
- -----------------------------       -------------         ---------------------
(State or other jurisdiction         (Commission              (IRS Employer
       of incorporation)             File Number)          Identification No.)


               475 Industrial Drive, West Chicago, Illinois 60185
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (630) 562-5550
                                 --------------
                         (Registrant's telephone number)




ITEM 5.  OTHER EVENTS.

We are filing this Report solely for the purpose of filing the press release,
dated December 22, 2003, included as an exhibit to this Report and incorporated
herein by reference, relating to progress made in our restructuring, including a
new secured loan, the renewal of our engagement of a turnaround adviser, and our
renegotiation of delinquent trade debt.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit No.        Description
         -----------        -----------

         99.2               Press Release issued by M-Wave, Inc., dated
                            December 22, 2003





                                        2


                                   SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: December 22, 2003

                                  M-WAVE, INC.



                        By: /s/ PAUL H. SCHMITT
                            --------------------------------
                            Name:   Paul H. Schmitt
                            Title:  Chief Financial Officer




                                       3



                                  EXHIBIT INDEX



EXHIBIT
  NO.                                  DESCRIPTION
- --------                              -------------
  99.2           Press Release issued by M-Wave, Inc. dated December 22, 2003




                                       4

EX-99.2

                                                                    EXHIBIT 99.2

AT THE COMPANY:
Paul Schmitt Chief Financial Officer
(630) 562-4720
AT CREDIT SUPPORT INTERNATIONAL:
Jim Mayer, Managing Member
(201)725-9026


FOR IMMEDIATE RELEASE
MONDAY, DECEMBER 22, 2003

                                M-WAVE ANNOUNCES
                        DEVELOPMENT IN ITS RESTRUCTURING



WEST CHICAGO, ILL., December 22, 2003--M-Wave, Inc. (NASDAQ: MWAV), a
value-added service provider of high performance circuit boards used in a
variety of digital and high frequency applications sourced domestically and
internationally, announced the following development in its restructuring.

BANK ONE, NA EXTENDS ITS DEMAND NOTE DUE 12-31-03
M-Wave, Inc. presently owes Bank One, NA ("Bank") $2,413,533 which by agreement
is due and payable December 31, 2003. The collateral securing the obligation
includes the property, plant and equipment located in West Chicago, Illinois and
the property and former plant located in Bensenville, Illinois. The Company
presently pays interest on this obligation at the prevailing Prime Rate. Bank
One confirmed an extension for 30 days until January 31, 2004, and the company
is expected to sign the revised note by yearend.

The company was unable to meet its deadline of December 31, 2003 with respect to
paying off the balance. Jim Mayer, Managing Member of CSI and Chief
Restructuring Advisor to M-Wave's Board said: "The extension will allow M-Wave
further time to: 1.) Facilitate sale of the Bensenville collateral assets, and
to 2.) Pursue strategic and financial alternatives that generate cash from its
West Chicago assets."

Further details and announcements about M-Wave's restructuring and turnaround
efforts are expected during the first quarter of 2004.

ABOUT M-WAVE
Established in 1988 and headquartered in the Chicago suburb of West Chicago,
Illinois, M-Wave is a value-added service provider of high performance circuit
boards. The Company's products are used in a variety of telecommunications and
industrial electronics applications. M-Wave services customers like Federal
Signal on digital products and Celestica-Nortel and Remec with its patented
bonding technology, Flexlink IITM,and its supply chain management services
including Virtual Manufacturing (VM) and the Virtual Agent Procurement Program
(VAP) whereby customers are represented in Asia either on an exclusive or
occasional basis in sourcing and fulfilling high volume and technology circuit
board production in Asia through the Company's Singapore office. The Company
trades on the Nasdaq National market under the symbol "MWAV." Visit the Company
on its web site at www.mwav.com.

ABOUT CSI
Established in 1991 by a European-American joint venture between Groupe Warrant
of Belgium and DiversiCorp, Inc. of Dallas, Texas, CSI provided cross-border
collateral control that linked lenders to their assets located both inside the
U.S. and Western Europe. In 1998 CSI was split off from the two partner
companies and evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing Member, has 18
years of experience including 12 years as CEO of DiversiCorp, Inc. and has
managed or directed more than 50 engagements with troubled companies and
provided a variety of services directly to clients including: due diligence,
workout, collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has served on several
boards of directors including the Turnaround Management Association.

THIS NEWS RELEASE CONTAINS PREDICTIONS AND OTHER FORWARD-LOOKING STATEMENTS THAT
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. WHILE THIS OUTLOOK REPRESENTS OUR
CURRENT JUDGMENT ON THE FUTURE DIRECTION OF THE BUSINESS, SUCH RISKS AND
UNCERTAINTIES COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE
PERFORMANCE SUGGESTED ABOVE. SUCH RISKS AND UNCERTAINTIES INCLUDE THOSE FACTORS
DETAILED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND OTHER REPORTS FILED BY
THE COMPANY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.