8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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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 15, 2007

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M-WAVE, INC.

(Exact name of registrant as specified in its charter)

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

11533 Franklin Avenue, 2nd Floor

Franklin Park, Illinois 60131

 (Address of principal executive offices including Zip Code)

(630) 562-5550

(Registrant’s telephone number, including area code)

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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 240.425)

£ 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 240.13c-4)

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, 2007. Based on those results, the Company received a NASDAQ Staff Deficiency Letter on November 15, 2007 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)(3), 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 November 30, 2007.  If the submission is rejected, the Company may appeal the staff’s decision to the NASDAQ Listing Qualification Panel.

Item 8.01 – Other Items.

On November 20, 2007, the Company issued a press release in connection with the Asset Purchase Agreement. A copy of such press release is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of M-Wave, Inc. dated November 20, 2007*

 *    Filed herewith.

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SIGNATURES

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.

	M-WAVE, INC.
Date: November 20, 2007	By:	/s/ Jim Mayer
		Jim Mayer
		Interim Chief Executive Officer

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EX-99.1 CHARTER

Exhibit 99.1

M-Wave, Inc. Receives NASDAQ Notice of Non-Compliance

FRANKLIN PARK, IL -- (MARKET WIRE) -- 11/20/07 --  M-Wave, Inc. (NASDAQ: MWAV), a provider of international electronic procurement services and a virtual manufacturer of customer-specified electronic and satellite installation components, announced that it received a notice of non-compliance from the staff of The NASDAQ Stock Market ("NASDAQ") on November 15, 2007.  The notice indicates that based upon a review of  the Company's recently released financial results, the staff has determined that the Company is no longer in compliance with NASDAQ Marketplace Rule 4310(c)(3), which requires the Company to maintain a minimum of $2,500,000 in stockholders' equity.

The Company has been afforded the opportunity to submit a response to the NASDAQ staff on or before November 30, 2007, outlining a specific plan and timeline to achieve and sustain compliance with the applicable NASDAQ rules.  If the NASDAQ staff determines that the Company has not presented a plan that adequately addresses the stockholders' equity issue, the NASDAQ staff will provide a written notification that the Company's common shares will be subject to delisting unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (the "Panel").

The Company intends to submit its plan to regain compliance to the NASDAQ staff by November 30, 2007.  In that regard, the Company believes that it will be in full compliance with all applicable listing requirements upon completion of its previously announced merger with Blue Sun Biodiesel, LLC. The Company expects to close the merger in late December or January. Notwithstanding, there is no assurance that the NASDAQ staff will accept the Company's plan of compliance.  In the event the NASDAQ staff does not accept the Company's plan, the Company intends to request a hearing before the Panel.

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

About M-Wave, Inc.

M-Wave provides supply chain services and sources printed circuit boards, custom electronic components, extrusions and non-electronic products 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, industrial electronics, and other commercial products. EMG also offers domestic and international supply chain services and annual forecast-driven stocking programs for its middle market customers.   

Certain matters discussed in this news release, including without limitation completion of the asset sale and SunFuels merger and any expected benefits of the SunFuels merger, constitute forward-looking statements within the meaning of the federal securities laws. Completion of the asset sale and SunFuels merger is subject to conditions and there can be no assurance those conditions can be satisfied or that the transactions described in this press release will be completed. In addition, actual results and the timing of certain events could differ materially from those projected in or contemplated by forward-looking statements due to a number of factors, including but not limited to, the risk factors and other disclosures contained in M-Wave, Inc.'s annual reports on Form 10-KSB for the period ended December 31, 2006, its report on Form 10-QSB for the period ended September 30, 2007, and the other disclosures contained in documents filed by the Company with the Securities and Exchange Commission.

Additional Information

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

Contact:

M-Wave, Inc.

Jim Mayer

Interim CEO

Jeff Figlewicz

CFO

(630) 562-5550 extension 4751