8-K

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 22, 2007 (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)
11533 Franklin Ave (Address of principal executive offices)		60131 (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 8.01. Other Events

On March 22, 2007, M-Wave issued a press release announcing that it's special committee of its board of directors has received a non binding letter of intent (LOI) from Joseph A. Turek, its Chairman and Chief Operating Officer, and Robert Duke, president of its Electro-Mechanical Group division, or EMG division, to purchase substantially all of the assets of the EMG division. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

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 22, 2007

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 22, 2007
M-WAVE INC By:  /s/ Jeff Figlewicz                    
     Jeff Figlewicz
     Chief Financial Officer

Exhibit Index
Exhibit No.	Description
99.1	Press Release of M-Wave Inc dated March 22, 2007

EX-99 2 m-waveinc8k229893.htm M-WAVE PRESS RELEASE M-Wave Managers Submit Letter of Intent to Purchase Existing Business

Joe Turek and Bob Duke Present Offer to Special Committee

FRANKLIN PARK, IL -- 03/22/2007 -- M-Wave, Inc. (NASDAQ: MWAV), an international electronic procurement services firm and virtual manufacturer of customer-specified electronic components (the "Company"), announced today that its special committee of its board of directors has received a non binding letter of intent (LOI) from Joseph A. Turek, its Chairman and Chief Operating Officer, and Robert Duke, president of its Electro-Mechanical Group division, or EMG division, to purchase substantially all of the assets of the EMG division.

Mr. Turek and Mr. Duke together currently own approximately 20% of M-Wave's outstanding common stock.

The special committee of the board of directors has elected to study the LOI and leave open the potential for additional offers prior to making a decision whether to accept or reject the offer. In furtherance of that objective, the special committee re-engaged the investment banking firm of B-Riley to advise the board regarding the fairness of the offer and any other offers that may be made for the EMG division. There can be no assurance that this or any other offer that may be made for the EMG division will be accepted.

The proposal is subject to various conditions including obtaining stockholder approval for the proposed transaction and for the Company's proposed merger with Sun Fuels, Inc. and Blue Sun Biodiesel LLC, Inc., which was previously announced. The Company's Special Committee of its board of directors consists of three independent directors, Bruce K. Nelson, Glenn Norem and Gary L. Castagna.

About M-Wave, Inc.

M-Wave provides supply chain services and sources printed circuit boards, custom electronic components and direct broadcasting satellite parts domestically and from Asia. M-Wave's Electro-Mechanical Group division ("EMG") sources high-performance printed circuit boards and custom and engineered electronic components from original equipment manufacturers and contract manufacturers in Asia and the US. The products are used in a wide range of telecommunications and industrial electronics products. EMG also offers domestic and international supply chain services and annual forecast financing for its middle market customers.

M-Wave's website is located at www.mwav.com.

M-Wave Contact:
Jeff Figlewicz
CFO
630 562-5550 Ext. 4720

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99

M-Wave Managers Submit Letter of Intent to Purchase Existing Business

Joe Turek and Bob Duke Present Offer to Special Committee

FRANKLIN PARK, IL -- 03/22/2007 -- M-Wave, Inc. (NASDAQ: MWAV), an international electronic procurement services firm and virtual manufacturer of customer-specified electronic components (the "Company"), announced today that its special committee of its board of directors has received a non binding letter of intent (LOI) from Joseph A. Turek, its Chairman and Chief Operating Officer, and Robert Duke, president of its Electro-Mechanical Group division, or EMG division, to purchase substantially all of the assets of the EMG division.

Mr. Turek and Mr. Duke together currently own approximately 20% of M-Wave's outstanding common stock.

The special committee of the board of directors has elected to study the LOI and leave open the potential for additional offers prior to making a decision whether to accept or reject the offer. In furtherance of that objective, the special committee re-engaged the investment banking firm of B-Riley to advise the board regarding the fairness of the offer and any other offers that may be made for the EMG division. There can be no assurance that this or any other offer that may be made for the EMG division will be accepted.

The proposal is subject to various conditions including obtaining stockholder approval for the proposed transaction and for the Company's proposed merger with Sun Fuels, Inc. and Blue Sun Biodiesel LLC, Inc., which was previously announced. The Company's Special Committee of its board of directors consists of three independent directors, Bruce K. Nelson, Glenn Norem and Gary L. Castagna.

About M-Wave, Inc.

M-Wave provides supply chain services and sources printed circuit boards, custom electronic components and direct broadcasting satellite parts domestically and from Asia. M-Wave's Electro-Mechanical Group division ("EMG") sources high-performance printed circuit boards and custom and engineered electronic components from original equipment manufacturers and contract manufacturers in Asia and the US. The products are used in a wide range of telecommunications and industrial electronics products. EMG also offers domestic and international supply chain services and annual forecast financing for its middle market customers.

M-Wave's website is located at www.mwav.com.

M-Wave Contact:
Jeff Figlewicz
CFO
630 562-5550 Ext. 4720