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

Date of Report (Date of earliest event reported): June 14, 2005

M-WAVE, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-45449	36-3809819
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 Industrial Drive, West Chicago, Illinois        60185

(Address of principal executive offices)         (Zip Code)

Registrant’s telephone number, including area code: (630)562-5550

Section 7 – Regulation FD

Item 7.01.       Regulation FD Disclosure.

In previous public disclosures, we had projected 2005 revenue of $34.6 million and $400,000-$500,000 in 2005 net earnings.  However, the results of M-Wave DBS, a new division established upon the acquisition of Jayco Ventures, Inc., have to date fallen short of expectations due to working capital limitations.

On June 14, 2005, we made a presentation at an investor conference. in which M-Wave CEO Jim Mayer extrapolated results into a preliminary revised 2005 forecast of $29 million to $31 million in revenue and $90,000 to $150,000 in earnings.  However, those numbers were presented prematurely as we are currently in the process of revising our forecast for 2005.  

We intend to publicly announce updated projections on June 30, 2005, after a full preparation and review of such projections is completed.  

A copy of the June 14 investor presentation is attached hereto.

The information in this Item 7.01 and the exhibit attached hereto will not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01.       Financial Statements and Exhibits.

Exhibit	Description
99.1	June 14, 2005 investor presentation

SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

                                                                                                       M-WAVE, INC.               

(Registrant)

                                                                                                By         /s/ Jim Mayer

                                                                                                            Jim Mayer

                                                                                                            Chief Executive Officer

Dated: June 21, 2005

EX-99

INVESTOR PRESENTATION 2005

NasdaqSC:  MWAV

THE NEW WAVE IN GLOBAL SOURCING

 AND VIRTUAL DISTRIBUTION

SAFE HARBOR PRECEDENT STATEMENT

The presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements by their nature involve substantial risks and uncertainties as described by M-Wave's periodic filings. Actual results may differ materially depending on a variety of factors, including the following: the achievement of M-Wave's projected operating results, the achievement of efficient volume production and related sales revenue, and the ability of M-Wave to identify and successfully pursue other business opportunities.  Additional information with respect to the risks and uncertainties faced by M-Wave may be found in, and the prior discussion is qualified in its entirety by, the Risk Factors contained in the company's filing s with the Securities and Exchange Commission including M-Wave's Report on Form 10-KSB for the year ended December 31, 2004, Forms 10-QSB, and other SEC filings.

THE NEW WAVE IN GLOBAL SOURCING

AND VIRTUAL DISTRIBUTION

• Printed Circuit Boards

• Custom Electronic Components

VALUE ADDED SERVICES:  ANNUAL FORECAST PROGRAMS –

REPLENISHMENT/ STOCKING AGREEMENTS – WAREHOUSING LOCATED

ON CUSTOMER PREMISES - CUSTOM PRODUCTS NICHE

……with the February acquisition of

M-Wave DBS enters the fast-growing………..

DIRECT BROADCASTING SATELLITE INSTALL MARKET

Custom & engineered component market growing > 30% annually

The TEAM

§    JIM MAYER, CEO – 32 years of business background; engineered turnaround and co-architect of new business model.

§    JOE TUREK, COO - founder, graduate engineer with 30 years of electronic experience in electronics manufacturing and distribution and a co-architect of the new business model.

§    JEFF FIGLEWICZ CORPORATE CONTROLLER – 16 years of progressive experience in manufacturing, SEC and corporate accounting.

§     BOB DUKE, EMG DIV. PRES. – 30 years of varied sales and operational experience in circuit boards, electronic component distribution & mfg. rep duties.

§    JASON COHEN, DBS DIV. PRES. – 14 years experience in Satellite installation component & processes – a founder of Jayco, and leading industry resource since beginning of DBS industry.

§    Experienced and active BOARD OF DIRECTORS with segregation of duties including: Non-executive chairman, audit and compensation committees – average biz experience of directors > 25 years.

AT 12-31-04

      Our key indicators were significantly better for yearend [current est.]:

Ø  Cash approximately $1M [$500K]; Term debt $0 [$1.55M]

Ø   Debt to Equity = .94 [1.5]

Ø   Cash to Equity = .43 [.20]

Ø   Current Ratio = 1.61 [2.1]

Ø   Working Capital = $1.75M

Ø   Working Capital as % of Sales = 9.5% (<20% considered good)

Ø   DSO’s = 43 [60]

Ø   DPO’s = 28 [23]

M-WAVE - Comparative Snapshot

Actual 2004

•   $17.4 MILLION IN REVENUE

•   ($335K) IN NET EARNINGS 

Projected 2005

•   $29-31 MILLION IN FORECASTED REVENUE

•   $90-150K IN FORECASTED EARNINGS

Investor Basics

§   Listed on NASDAQ since 1992 

• Symbol “MWAV”

• NASDAQ National Market until 2000

• NASDAQ SmallCap Market to date

§            More than 600 shareholders of record currently estimated

§            52 week range: $.85 to $2.78

§            Closing prices have ranged $.93 to $1.39 during May 2005.

§            A clean unblemished record compliance record including with regulatory agencies.

WHERE WE GO FROM HERE . . .

M-Wave will………

•           Continue to build upon its core competency  

•           EMG provides its targeted customers with quality engineered custom electronic products from Asia at best price; DBS offers mid-priced components sourced from Asia & extends use of supply chain solutions to most credit-worthy customers.

•           Increase both the top and bottom line results measurably

•           Deliver increased value to shareholders

•           Grow both organically & inorganically including accretive acquisitions toward a goal of building a $100M revenue base by 2008

THE NEW WAVE IN GLOBAL SOURCING

AND VIRTUAL DISTRIBUTION

• Printed Circuit Boards

• Custom Electronic Components

• Direct Broadcast Satellite

installation components

Using supply chain solutions that build relationships