UNITED STATES
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: March 15, 2006 (Date of earliest event reported)
M-Wave Inc (Exact name of registrant as specified in its charter)
IL (State or other jurisdiction of incorporation)	0-19944 (Commission File Number)	36-3809819 (IRS Employer Identification Number)
475 Industrial Drive (Address of principal executive offices)		60185 (Zip Code)
(630) 562-5550 (Registrant's telephone number, including area code)
Not Applicable (Former Name or Former Address, if changed since last report)

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:

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

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

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

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

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

On March 9, 2006 the NASDAQ Staff notified the Company that its 180-day bid price grace period had expired, that the Company had not regained compliance with the $1.00 bid price requirement set forth in Marketplace Rule 4310(c)(4), and that this deficiency would now form an additional basis for delisting in the event the Panel determined not to grant the request made by the Company at the hearing. The Company does not intend to take any further action in response to this notice at this time, other than as described in the press release, since the Panel granted the Company's request for a temporary exception from the bid price requirement.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of M-Wave Inc dated March 15, 2006

SIGNATURE

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

Dated: March 15, 2006
M-WAVE INC By:  /s/ Jim Mayer                    
     Jim Mayer
     Interim CEO

Exhibit Index
Exhibit No.	Description
99.1	Press Release of M-Wave Inc dated March 15, 2006