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




                                February 4, 2003
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                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.

         On February 4, 2003 M-Wave, Inc. announced its first quarter financial
results. The full text of M-Wave, Inc.'s February 4, 2003 press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

      (a)    Exhibits

             99.1     Press Release issued by M-Wave, Inc. dated February 4,
                      2003.





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                                   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:  February 4, 2003

                                       M-WAVE, INC.


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






















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                                 EXHIBIT INDEX




     EXHIBIT                      DESCRIPTION
       NO.

       99.1         Press Release issued by M-Wave, Inc. dated February 4, 2003















                                      -4-

EX-99.1

[FRB|WEBER SHANDWICK LETTERHEAD]

                                                        NEWS




AT THE COMPANY:                          AT FRB|WEBER SHANDWICK
Paul Schmitt                             Jeff Wilhoit        Lisa Fortuna
Chief Financial Officer                  General Info        Analysts/Investors
(630) 562-4720                           (312) 640-6757      (312) 640-6779

FOR IMMEDIATE RELEASE
TUESDAY, FEBRUARY 4, 2003

           M-WAVE ANNOUNCES ANNUAL AND FOURTH QUARTER RESULTS FOR 2002

WEST CHICAGO, ILL., FEBRUARY 4, 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, announced net sales of $22,468,000 for year
ended December 31, 2002 and a net loss of $5,028,000 or $1.13 compared to net
sales of $54,824,000 and net profit of $3,797,000 or $0.84 per share for the
year ended December 31, 2001.

For the fourth quarter ended December 31, 2002, the Company announced net sales
of $3,070,000 and a net loss of $2,047,000 or $0.46 per share compared to net
sales of $8,238,000 and net profit of $469,000 or $0.11 a year ago.

Cash levels decreased from $2,103,000 at December 31, 2001 to $1,515,000 at
December 31, 2002. Accounts receivable was down $7,278,000 from December 31,
2001, the Company purchased $2,997,000 of plant and equipment through out the
year that was financed through an Industrial Revenue Bond. The Company also made
its first debt payment on the Industrial Revenue Bond of $1,320,000 in 2002.

Joseph A. Turek, Chairman and Chief Executive Officer said, "2002 was a year of
transition for M-Wave. We moved our business from the Telecom industry to the
Digital Market place. This allowed M-Wave to broaden its base of customers from
mainly Lucent Technologies to eleven new contract customers with projected
annualized sales or approximately $11,000,000."

The Company is currently negotiating with a lender to replace the $10,000,000
line of credit, which expired in 2002. The line of credit will be based on the
present cash needs of the Company. Management believes that its capacity for
debt and expected tax refunds will be sufficient to fund current business
operations.

Mr. Turek went on to say that, "we successfully consolidated the entire
operation into our new state of the art West Chicago facility. This allowed an
increase of efficiency while optimizing our staffing requirements."

Looking ahead to 2003, Turek is encouraged by a gradual improving market
environment as well as recent organizational enhancements. "The recent addition
of key staff members will contribute significantly to our progress by helping to
improve productivity and profitability. In addition to a new chief operating
officer, Bob O'Connell, we have added a new engineering manager and a quality
manager."

Turek also said, "we are proud to be the first company in the printed circuit
industry to successfully integrate Supply Chain Management into our operation.
Currently 70% of our product is supplied by lower cost Asian






M-WAVE, INC.
ADD 1


partners benefiting our customer base with higher margins. Our Poly Circuits
division focuses on quick turn prototypes and low volume production runs. By
integrating Supply Chain Management with our own manufacturing we expect to grow
the business.

M-Wave has been notified by Nasdaq National Market that the Company's common
stock has not maintained a minimum market value of publicly held shares of
$5,000,000 as required for continued inclusion by Marketplace rule. The Company
will have until April 28, 2003 to gain compliance. If compliance cannot be met
the Company's securities may be delisted. The Company will apply for inclusion
in the Nasdaq SmallCap Market.

M-Wave again failed to comply with certain financial covenants contained in the
Industrial Revenue Bond Agreement with respect to the fourth quarter of 2002.
The Company is negotiating with the lender to receive a waiver as it did in the
third quarter of 2002. The Company financed their West Chicago facility through
the Industrial Revenue Bond.

Join M~Wave on its quarterly Conference call on Wednesday, February 5, 2003 at
10:00am CST at 706-634-2347 or 888-349-9379 at least five minutes before start
time or log onto www.vcall.com. To listen to a replay of the conference call
through February 12, 2003, please dial 800-642-1687 or 706-645-9291. The pass
code is 7565387 or log onto www.vcall.com.

About M-Wave:

         Established in 1988 and headquartered in the Chicago suburb of West
Chicago, Ill., 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 Lucent Technologies and Motorola, Inc. with its patented bonding
technology, Flexlink IITM and its supply chain management program called Virtual
Manufacturing. The Company trades on the Nasdaq National market under the symbol
"MWAV". Visit the Company on its web site at www.mwav.com.

         This news release contains predictions, estimates and other
forward-looking statements that involve a number of risks and uncertainties.
While this outlook represents our current judgement on the future direction of
the business, such risks and uncertainties could cause actual results to differ
materially from any future performance suggested above. Factors that could cause
actual results to differ include the following: the failure of the Telecom
market to improve; the Company's ability to secure additional sources of funds
that it may require; the risk that the Company will continue to fail financial
covenants in its industrial bond agreement and the need to obtain a waiver from
the lender; dependence on suppliers and subcontractors for circuit board
components; successful award of contracts under bid; a highly competitive
environment; design and production delays; cancellation or reductions of
contract orders; effective utilization of existing and new manufacturing
resources; pricing pressures by key customers; and other factors detailed in the
Company's Securities and Exchange Commission filings.