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): September 8, 2005

	M-WAVE, INC.
(Exact name of registrant as specified in its charter)
Delaware	33-45449	36-380981
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)
475 Industrial Drive, West Chicago, Illinois		60185
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01.       Entry into a Material Definitive Agreement.

On September 8, 2005, we entered into a financial advisory services agreement with JAS Financial Services, LLC.  Pursuant to the agreement, JAS will assist our board of directors in the development of strategic alternatives to maximize our shareholder value; in the evaluation, identification and execution of sale, merger or financing transaction strategies; and in the valuation, structuring and negotiation of transactions and related financings.  For such services, we will pay JAS a total of $92,500 through December 31, 2005; issue a five-year warrant for 50,000 shares of our common stock at an exercise price equal to the lower of the market price on the date of the agreement or the five-day average preceding the date of the agreement (which resulted in an exercise price of $0.94 per share); and provide succ ess fees for transactions that are either closed or that are approved by our board of directors but do not close.  James A. Skelton, who resigned from our Board of Directors on August 19, 2005, is a principal of JAS Financial Services, LLC.

            The foregoing summary description of the agreement is qualified in its entirety by reference to the terms of the agreement, which was filed as an exhibit to our post-effective amendment no. 1 to registration statement on Form SB-2/A filed September 15, 2005.

Section 3 - Securities and Trading Markets

Item 3.01.       Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

To maintain the listing of our common stock on the NASDAQ SmallCap Market, we must maintain compliance with their continuing listing requirements.  NASDAQ’S continuing listing requirements require that our common stock must not fall below a minimum closing bid price of $1.00 per share for any period of 30 consecutive business days.  On September 9, 2005, NASDAQ sent us notice that our common stock failed to meet such minimum closing bid price for 30 consecutive business days.  NASDAQ has provided us 180 calendar days (until March 8, 2006) for our minimum closing bid price to exceed $1.00 per share for a minimum of ten consecutive business days.  If it does so, NASDAQ will then deem us to be in compliance with the rule.  If the closing bid price does not exceed $1.00 per share for a minimum of ten consecutive business days prior to March 8, 2006, depending on our compliance with other listing standards, NASDAQ may provide an additional 180-day period or it may delist our common stock at that time.

            In addition, Nasdaq’s continuing listing requirements include a minimum tangible net worth of $2.5 million.  Our current forecasts estimate that we will not be able to maintain this minimum tangible net worth through the 2005 third quarter without obtaining additional equity financing.

The continuing listing requirements also require that, on and after July 31, 2005, we must have a minimum of three members on the audit committee of our board of directors, all of which must meet the definition of independence contained within NASDAQ’s rules.  On the date of this prospectus, our audit committee consists of two members, who qualify as independent, and none of our other directors meet such definition of independence.  Consistent with Marketplace Rules 4350(c)(1) and 4350(d)(4), we will be provided a cure period until the earlier of our next annual shareholders' me eting or June 29, 2006, in order to regain compliance.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit                                    Description

99.1                Letter from Nasdaq Stock Market Listing Qualifications Department, dated September 9, 2005

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/ Joseph A. Turek

                                                                                                            Joseph A. Turek

                                                                                                            Chief Executive Officer

Dated: September 15, 2005

EX-99

NASDAQ

By Facsimile and First Class Mail 

September 9, 2005

Mr. Jim M. Mayer

Chief Executive Officer

M-WAVE, Inc.

475 Industrial Drive

West Chicago, IL 60185

Re:       M-WAVE, Inc. (the "Company")

            Nasdaq Symbol: MWAV

Dear Mr. Mayer:

For the last 30 consecutive business days, the bid price of the Company's common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the "Rule"). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until March 8, 2006, to regain compliance.(1) If, at anytime before March 8, 2006, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Staff will provide written notification that it complies with the Rule.(2)

If compliance with this Rule cannot be demonstrated by March 8, 2006, Staff will determine whether the Company meets The Nasdaq SmallCap Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement. If it meets the initial listing criteria, Staff will notify the Company that it has been granted an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, Staff will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal Staffs determination to delist its securities to a Listing Qualifications Panel.

(1) The 180 day period relates exclusively to the bid price deficiency. The Company may be delisted during the 180 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during this period.

(2) Marketplace Rule 4310(c)(8)(E) states that, "Nasdaq may, in its discretion, require an issuer to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the issuer has demonstrated an ability to maintain long-term compliance. In determining whether to monitor bid price beyond ten business days, Nasdaq shall consider the following four factors: (i) margin of compliance (the amount by which the price is above the $ 1.00 minimum standard); (ii) trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the market maker montage (the number of market makers quoting at or above $1.00 and the size of their quotes); and, (iv) the trend of the stock price (is it up or down)."

Mr. Jim M. Mayer

September 9, 2005 

Page 2

Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.(3) The Company must provide a copy of this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications Depattent, and the Listing Qualifications Hearings Department (the "Hearings Department") at least 10 minutes prior to its public dissemination.(4) For your convenience, we have enclosed a list of news services.(5)

In the event the Company does not make the required public announcement, Nasdaq will halt trading in its securities.

Please be advised that Marketplace Rule 4803(a) does not relieve the Company of its disclosure obligation under the federal securities laws. In that regard, Item 3.01 of Form 8-K requires disclosure of the receipt of a delisting notification within four business days.(6) Accordingly, the Company should consult with counsel regarding its disclosure and other obligations mandated by law. In addition, Nasdaq posts a list of all non-compliant Nasdaq companies and the reasons) for such non-compliance on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please do not hesitate to contact me at (301) 978-8027.

Sincerely,

Tom Choe

Senior Analyst

Nasdaq Listing Qualifications

(3) Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirements) for continued listing set forth in Marketplace

Rule(s)

(4) This notice should be provided to the attention of Nasdaq's MarketWatch Department (telephone: 301/978-8500; facsimile: 3011978-8510), and to Nasdaq's Listing Qualifications Department (facsimile: 3011978-4028) and the Hearings Department (telephone: 3011978-8071; facsimile: 301/978-8080), 9600 Blackwell Road, Fifth Floor, Rockville, Maryland 20850.

(5) The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.

(6) See, SEC Release No. 34-49424.