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):  November 22, 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

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))

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

M-Wave, Inc. (the “Company”) has filed its Form 10-QSB for the quarter ended September 30, 2005. Based on those results, the Company received a NASDAQ Staff Deficiency Letter on November 22, 2005 indicating that the Company fails to comply with the Stockholders’ Equity, Market Value of Publicly Held Shares and Net Income from Continuing Operations requirements for continued listing set forth in NASDAQ Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2,500,000 in stockholder's equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. The Company’s common stock is thus subject to delisting. The Company intends to make a written submission to the NASDAQ staff of its plan to achieve and sustain compliance with all of The NASDAQ Capital Market listing requirements, including the time frame for completion of such plan, on or prior to December 7, 2005. If the submission is rejected, the Company may appeal the staff’s decision to the NASDAQ Listing Qualification Panel.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On November 22, 2005, Gregory E. Meyer, Class I Director, resigned due to disagreements with the Company’s policies and practices being pursued by management and the Company’s newly-elected Directors, who together constitute a majority of the Board. Specifically, Mr. Meyer’s disagreements with management focused on the following: (i) management’s purported violation of a settlement agreement dated August 19, 2005 between the Company’s executive Directors, its non-executive Directors, and the Company’s outside legal counsel; (ii) management’s practice of not having Company counsel present at meetings of the Board; and (iii) management’s practice of having the personal litigation counsel of two of the directors, who were involved in a dispute with other directors, present at meetings of the Board. Mr. Meyer was a member of the Company’s Audit, Compensation, Nominating, and Corporate Governance Committees.

Item 9.01 Financial Statement and Exhibits

(c)  Exhibits.

17.1	Correspondence on departure of a Director.
99.1	Press Release of M-Wave, Inc., dated November 28, 2005.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).

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
		Interim Chief Executive Officer
Dated: November 28, 2005

EX-17.1

November 16, 2005

M-Wave, Inc.

475 Industrial Drive

West Chicago, Ill 60185

Attn:  Mr. Joseph Turek

Dear Mr. Turek,

Effective today, I resign as a member of the Board of Directors of M-Wave, Inc. Regretfully, I must terminate the longest tenured independent board position.

I take this action because I totally disagree with policies and practices being pursued by management and the company’s newly-elected board members who together constitute a majority of the Board. What I have found intolerable as a director is management’s systematic violation of the publicly disclosed August 19^th 2005 Settlement Agreement.

In addition, Mr. Turek, as Chairman of the Board, has chosen to not have company counsel present at meetings of the board. However, he has in attendance her personal counsel who is not retained by the company and was litigation counsel to Messrs. Mayer and Turek during the dispute with the independent directors. This practice continued after my concerns were addressed to Mr. Turek.

In addition to violating the Settlement Agreement, I have fount the presence of Mr. Turek’s private lawyer to breach the confidentiality of the Board meeting and to inhibit open discourse among the Directors at a meeting. Is also endangers the availability of the attorney/client privilege for the company and the board. Due to the above issues, I must submit my resignation immediately,

Very truly yours,

Gregory E. Meyer

EX-99.1

M-Wave, Inc. receives Nasdaq delisting notice

WEST CHICAGO, IL--(MARKET WIRE)— November 28, 2005 -- M-Wave, Inc. (NasdaqSC:MWAV - News), a provider of international electronic procurement services and a virtual manufacturer of customer-specified electronic and satellite installation components announced it had received a delisting notification from Nasdaq on November 22, 2005 stating that based upon the Company’s recently released financial results, the Company does not comply with Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.

The Company must submit a response to Nasdaq on or before December 7, 2005 outlining a specific plan and timeline to achieve and sustain compliance with the Nasdaq rules. If Nasdaq determines that the Company has not presented a plan that adequately addresses the issues noted by Nasdaq, Nasdaq will provide a written notification that the Company’s common shares will be delisted. At that time, the Company will have the right to appeal Nasdaq's determination to a Listings Qualifications Panel.

The Company intends to comply with the continued listing requirements of The Nasdaq Capital Market and intends to submit the plan to Nasdaq by December 7, 2005. No assurance can, however, be given that the Company will be able to submit a satisfactory plan to Nasdaq or that it will be able to timely execute that plan.

“We are committed as a company to take the necessary actions required to remain listed on the Nasdaq Capital Market,” stated Jim Mayer, the Company’s Chief Executive Officer.

The Company expects to report further news as it becomes available.

Contact:

Contact:

Investor contact:

Aurelius Consulting Group:

Dave Gentry

407/644-4256

dave@aurcg.com

http://www.runonideas.com/

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 DBS division, d/b/a JVI Technologies, is a virtual manufacturer and global supplier of parts to customers in the Digital Broadcasting Satellite industry, including DIRECTV®, DISH NETWORK®, SKY®, STAR CHOICE®, and other global satellite providers. M-Wave entered into this business in early 2005 when it acquired Jayco Ventures Inc. M-Wave’s common stock trades on the NASDAQ Capital Market under the symbol MWAV. M-Wave‘s website is located at www.mwav.com. M-Wave DBS, Inc.

The discussion above 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, including M-Wave’s ability to develop a plan that will bring the company into compliance with the Nasdaq Capital Market listing requirements, Nasdaq’s determination that the plan is adequate, and M-Wave’s ability to effect its plan. M-Wave’s plan will be dependent on its anticipated future operations which may differ materially depending on a variety of factors, including, but not limited to the following: the achievement of M-Wave’s projected operating results, the achievement of efficient volume production and related sales revenue, the ability to integrate acquired companies into M-Wave’s existing business, the ability to restructure or dispose of some of its operations, and its ability to raise additional capital. 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 filings with the Securities and Exchange Commission including M-Wave’s Report on Form 10-KSB for the year ended December 31, 2004, its Forms 10-QSB, and other SEC filings.