-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RLwPqgtCq4ctrxTBOX67T+55lk1PskxrNh8fMd0YffSEUX7cG1ltzcZmDFRxHaBH WW9fBPl2f+CUpE/8aDw4ig== 0001250853-07-000015.txt : 20070126 0001250853-07-000015.hdr.sgml : 20070126 20070126163647 ACCESSION NUMBER: 0001250853-07-000015 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060929 FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: M WAVE INC CENTRAL INDEX KEY: 0000883842 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 363809819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 216 EVERGREEN ST CITY: BENSENVILLE ILLINOIS STATE: IL ZIP: 60106 BUSINESS PHONE: 6308609542 MAIL ADDRESS: STREET 1: 475 INDUSTRIAL BLVD CITY: W CHICAGO STATE: IL ZIP: 60106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Firestone David CENTRAL INDEX KEY: 0001379258 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19944 FILM NUMBER: 07557087 BUSINESS ADDRESS: BUSINESS PHONE: 213-533-8288 MAIL ADDRESS: STREET 1: 555 S. FLOWER ST., SUITE 4200 CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M.A.G. Capital, LLC CENTRAL INDEX KEY: 0001218181 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19944 FILM NUMBER: 07557088 BUSINESS ADDRESS: STREET 1: 555 S. FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2135338288 MAIL ADDRESS: STREET 1: 555 SOUTH FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: MERCATOR ADVISORY GROUP LLC DATE OF NAME CHANGE: 20030210 3 1 primary_doc.xml PRIMARY DOCUMENT X0202 3 2006-09-29 0 0000883842 M WAVE INC MWAV 0001218181 M.A.G. Capital, LLC 555 SOUTH FLOWER ST. SUITE 4500 LOS ANGELES CA 90071 0 0 1 0 0001379258 Firestone David 555 S. FLOWER ST., SUITE 4200 LOS ANGELES CA 90071 0 0 1 0 Common Stock 76579 I By Momentus Fund Common Stock 114052 I By Momentum Fund III Common Stock 159084 I By MPF series A Preferred Stock 3.92 Common Stock 137117 I By Momentum Fund Series A Preferred Stock 3.92 Common Stock 95663 I By Momentum Fund III Series A Preferred Stock 3.92 Common Stock 86097 I By MPF Series B Preferred Stock 3.16 Common Stock 224684 I By Momentum Fund Series B Preferred Stock 3.16 Common Stock 1270506 I By Momentum Fund III Series B Preferred Stock 3.16 Common Stock 708861 I By MPF Warrant 2.48 2004-07-29 2007-07-29 Common Stock 147505 I By Momentum Fund Warrant 2.48 2004-07-29 2007-07-29 Common Stock 55661 I By Momentum Fund III Warrant 2.48 2004-07-29 2007-07-29 Common Stock 50095 I By MPF Warrant 2.48 2005-02-23 2008-02-23 Common Stock 35709 I By Momentum Fund Warrant 2.48 2005-02-23 2008-02-23 Common Stock 14726 I By MPF Warrant 2.48 2005-06-06 2008-06-06 Common Stock 10798 I By Momentum Fund Warrant 2.48 2005-06-06 2008-06-06 Common Stock 1215 I By Momentum Fund III Warrant 2.48 2005-06-06 2008-06-06 Common Stock 4653 I By MPF This statement is being filed by M.A.G. Capital LLC ("LLC") and David F. Firestone ("Firestone"). Firestone is the sole member of MAG. MAG is the general partner of each of Mercator Momentum Fund, L.P. ("Momentum Fund") and Mercator Momentum Fund III, L.P. ("Momentum Fund III" and together with Momentum Fund, the "Funds"). MAG controls the investments of Monarch Pointe Fund, Ltd. (MPF"). The amount of securities shown in this row is owned directly by Momemtum Fund. Momentum Fund III and MPF disclaim any beneficial ownership of any of the Issuer's securities reported or noted in this row for purposes of Rule 16a-1(a) under the Act, or otherwise, as they do not have or share any investment or voting power with respect to the securities shown in this row. Because MAG is the general partner of Momentum Fund and Firestone is the sole member of MAG, Firestone and MAG may be deemed to have an indirect pecuniary interest in some or all of the securities owned directly by Momentum Fund. The amount of securities shown in this row is owned directly by Momentum Fund III. Momentum Fund and MPF disclaim any beneficial ownership of any of the Issuer's securities reported or noted in this row for purpsoes of Rule 16a-1(a) under the Act, or otherwuse, as they do not have or share ay investment or voting power with respect to the securities shown in this row. Because MAG is the general partner of Momentum Fund III and Firestone is the sole member of MAG, Firestone and MAG may be deemed to have an indirect pecuniary interest in some or all of the securities owned directly by Momentum Fund III. The amount of securities shown in this row is owned directly by MPF. The Funds disclaim any beneficial ownership of any of the Issuer's securities reported or noted in this row for purposes of Rule 16a-1(a) under the Act, or otherwise, as they do not have or share any investment or voting power with respect to the securities shown in this row. Because MAG is the general partner of MPF and Firestone is the sole member of MAG, Firestone and MAG may be deemed to have an indirect pecuniary interest in some or all of the securities owned directly by MPF. The Series A Preferred Stock is convertible at any time, provided that the holders do not at any time beneficially own more than 9.99% of the Issuer's Common Stock then outstanding, as determined under Section 13(d) of the Securities Exchange Act of 1934. The conversion of the Series B Preferred Stock is convertible to Common Stock at any time, subject to the limitation that the holders do not at any time beneficially own more than 9.99% of the Issuer's Common Stock then otstanding, as determined under Section 13(d) of the Securities Exchange Act of 1934. Not applicable These Warrants are exercisable as of the Exercise Date, provided that MAG, Momentum Fund, Mercator Momentum Fund III and MPF do not at any time beneficially own more than 19.99% of the Issuer's Common Stock then outstanding, as determined under Section 13(d) of the Securities Exchange Act of 1934. M.A.G. Capital LLC by /s/ David Firestone 2007-01-26 Managing Member 2007-01-26 /s/ David Firestone 2007-01-26 -----END PRIVACY-ENHANCED MESSAGE-----