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




                                 March 31, 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.

         On March 31, 2003 M-Wave, Inc. announced that it had entered into a
Forebearance Agreement with Bank One, N.A. relating to M-Wave's outstanding
industrial bond debt. The full text of M-Wave, Inc.'s March 31, 2003 press
release disclosing the terms of the Forebearance Agreement and other matters 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 March 31, 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:  March 31, 2003

                                             M-WAVE, INC.


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







                                  EXHIBIT INDEX




     EXHIBIT                        DESCRIPTION
       NO.                          -----------
     -------

       99.1         Press Release issued by M-Wave, Inc. dated March 31, 2003






                                      -4-

EX-99.1

                                                                    EXHIBIT 99.1

[FRB WEBER SHANDWICK FINANCIAL COMMUNICATIONS LETTERHEAD]

FOR IMMEDIATE RELEASE
MONDAY, MARCH 31, 2003

                    M-WAVE ENTERS INTO FORBEARANCE AGREEMENT

WEST CHICAGO, ILL., MARCH 31, 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 today that the Company has entered
into a Forbearance Agreement with Bank One, N. A. relating to M~Wave's
outstanding Industrial Bond debt. The Company's Annual Report on Form 10-K filed
today includes a copy of the Forbearance Agreement and the following disclosure
relating thereto:

The Company was not in compliance with certain financial covenants for the year
ended December 31, 2002 relating to the Company's industrial bond debt. The
outstanding balance of the debt is approximately $4,907,000 as of March 14,
2003. On March 31, 2003, the Company entered into a Forbearance Agreement with
Bank One, N. A., formerly known as American Bank and Trust Company of Chicago,
pursuant to which the Company agreed to comply with all of the terms and
conditions contained in the Forbearance Agreement and the Bank agreed to forbear
from the date of the agreement to August 31, 2003 from pursuing its rights under
the Reimbursement Agreement (including the right to declare the bond immediately
due and payable) provided the Company complies with all of the terms and
conditions contained in the Forbearance Agreement.

 Under the terms of the Forbearance Agreement, the Company has agreed to deposit
in the Sinking Fund Account for the Industrial Bond Debt:

                  (i) $1,500,000 on the earlier of (x) receipt by the Borrower
                  of any federal tax refund or (y) April 30, 2003; and

                  (ii) $500,000 on the earlier of (x) receipt by the Borrower of
                   any state tax refund or (y) June 30, 2003; and

                  (iii) $300,000 on the earlier of (x) receipt by Borrower of
                  the proceeds of the sale of its real estate located at 215
                  Park Street, Bensenville, Illinois or (y) August 15, 2003.

The Company expects to satisfy the terms of the Forbearance Agreement by
depositing in the Sinking Fund account $1.5 million out of an anticipated
Federal tax refund in April of approximately $3.0 million and $500,000 of
anticipated state tax refunds during 2003 of approximately $900,000. The Company
is also in discussions with third parties concerning the sale of certain fixed
assets no longer being used at the Company's Bensenville facility. The Company's
ability to comply with the terms of the Forbearance Agreements will depend upon
the amount and timing of the aforementioned tax refunds and asset sales,

                                      MORE

FRB | Weber Shandwick Worldwide serves as financial relations counsel to this
company, is acting on the company's behalf in issuing this bulletin and
receiving compensation therefor. The information contained herein is furnished
for information purposes only and is not to be construed as an offer to buy or
sell securities.






which are subject to factors that are beyond the Company's control. If the
Company does not comply with the terms of the Forbearance Agreement, the lender
may declare the entire amount of the bond immediately due and payable.

Even if the Company complies with the terms of the Forbearance Agreement, there
can be no assurances that the lender and the Company will continue to enter into
forbearance agreements beyond August 31, 2003, if necessary, or that the terms
of such agreements will not have a material adverse effect on the Company's
ability to fund working capital or give the Company sufficient time and
flexibility to avoid future defaults under the industrial bond debt. The Company
may be required to refinance the industrial bond debt. There can be no assurance
that any such refinancing would be available on commercially reasonable terms,
if at all. Any such refinancing may require the Company to issue warrants for
the Company's common stock, which may result in significant dilution of existing
stockholders' ownership interest.

The report of independent auditors accompanying the consolidated financial
statements in the Annual Report on Form 10-K states that the foregoing matters
raise substantial doubt about the Company's ability to continue as a going
concern. There can be no assurance that the forgoing matters will not adversely
impact the Company's relationship with its suppliers and customers.

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 II(TM) 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 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. Factors that could cause
actual results to differ include the following: the risk that the Company will
not be able to comply with the terms of the forbearance agreement relating to
its industrial bond debt and/or that the lender will not continue to enter into
forbearance agreements beyond August 31, 2003; the Company's ability to secure
additional sources of funds that it may require, including, if necessary, the
refinancing of its industrial bond debt; the failure of the Telecom market to
improve; dependence on major customers; 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.