SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

M.A.G. Capital, LLC

(Last)

(First)

(Middle)

555 SOUTH FLOWER ST.

SUITE 4500

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2006

3. Issuer Name and Ticker or Trading Symbol
M WAVE INC [ MWAV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	76,579	I	By Momentus Fund⁽¹⁾⁽²⁾⁽³⁾
Common Stock	114,052	I	By Momentum Fund III⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	159,084	I	By MPF⁽¹⁾⁽²⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
series A Preferred Stock	⁽⁶⁾	⁽⁸⁾	Common Stock	137,117	$3.92	I	By Momentum Fund⁽³⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁸⁾	Common Stock	95,663	$3.92	I	By Momentum Fund III⁽⁴⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁸⁾	Common Stock	86,097	$3.92	I	By MPF⁽⁵⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	224,684	$3.16	I	By Momentum Fund⁽³⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	1,270,506	$3.16	I	By Momentum Fund III⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	708,861	$3.16	I	By MPF⁽⁵⁾
Warrant	07/29/2004⁽⁹⁾	07/29/2007	Common Stock	147,505	$2.48	I	By Momentum Fund⁽³⁾
Warrant	07/29/2004⁽⁹⁾	07/29/2007	Common Stock	55,661	$2.48	I	By Momentum Fund III⁽⁴⁾
Warrant	07/29/2004⁽⁹⁾	07/29/2007	Common Stock	50,095	$2.48	I	By MPF⁽⁵⁾
Warrant	02/23/2005⁽⁹⁾	02/23/2008	Common Stock	35,709	$2.48	I	By Momentum Fund⁽³⁾
Warrant	02/23/2005⁽⁹⁾	02/23/2008	Common Stock	14,726	$2.48	I	By MPF⁽⁵⁾
Warrant	06/06/2005⁽⁹⁾	06/06/2008	Common Stock	10,798	$2.48	I	By Momentum Fund⁽³⁾
Warrant	06/06/2005⁽⁹⁾	06/06/2008	Common Stock	1,215	$2.48	I	By Momentum Fund III⁽⁴⁾
Warrant	06/06/2005⁽⁹⁾	06/06/2008	Common Stock	4,653	$2.48	I	By MPF⁽⁵⁾

1. Name and Address of Reporting Person^*

M.A.G. Capital, LLC

(Last)

(First)

(Middle)

555 SOUTH FLOWER ST.

SUITE 4500

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Firestone David

(Last)

(First)

(Middle)

555 S. FLOWER ST., SUITE 4200

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This statement is being filed by M.A.G. Capital LLC ("LLC") and David F. Firestone ("Firestone"). Firestone is the sole member of MAG.

2. 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").

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. Not applicable

9. 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	01/26/2007
	Managing Member	01/26/2007
	/s/ David Firestone	01/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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