SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the quarter ended September 30,
      2008
                  Commission File
      No.   0-19944








M~WAVE,
      INC.(Exact
      name of registrant as specified in its
charter)











DELAWARE
                    36-3809819(State
      or other jurisdiction of Incorporation or organization)
                    (I.R.S.  Employer
      identification
No.)








1300 Norwood Ave. Itasca,
      Illinois
              60143(Address
      of principal executive offices)
              (Zip
      Code)





Registrant’s
      telephone number including area code:
                (630)
562-5550








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.    Yes x  No £





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):  Large Accelerated filer £   Accelerated
filer £   Non-Accelerated
filer £   Smaller
reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £   No
x





The
registrant has 1,813,150 shares of common stock outstanding at November 13,
2008.










M-WAVE, INC.





CONTENTS














Item
      1.
                    
                    Financial
      Statements:Consolidated Balance Sheets as of September 30, 2008 and
      December 31, 2007 (unaudited)
                    
                    Page
      3Consolidated Statements of Operations for the Three Months
      Ended September 30, 2008 and 2007 (unaudited)
                    
                    Page
      4Consolidated Statements of Operations for the Nine Months
      Ended September 30, 2008 and 2007 (unaudited)
                    
                    Page
      5Consolidated Statements of Cash Flows for the Nine Months Ended
      September 30, 2008 and 2007 (unaudited)
                    
                    Pages
      6Notes to Consolidated Financial Statements
      (unaudited)
                    
                    Pages
      7-13Item
      2.
                    
                    Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                    
                    Pages
      13-22Item
      3.
                    
                    Quantitative and Qualitative Disclosures about Market
      Risk
                    
                    Page
      22Item
      4T.
                    
                    Controls and Procedures
                    
                    Page
      22PART
      II.  OTHER INFORMATIONItem
      1
                    
                    Legal Proceedings
                    
                    Page
      23Item
      1A
                    
                    Risk Factors
                    
                    Page
      23Item
      2
                    
                    Unregistered Sales of Equity Securities and Use of
      Proceeds
                    
                    Page
      23Item
      3
                    
                    Defaults Upon Senior Securities
                    
                    Page
      23Item
      4
                    
                    Submission of Matters to a Vote of Security
      Holders
                    
                    Page
      23Item
      5
                    
                    Other Information
                    
                    Page
      23Item
      6
                    
                    Exhibits
                    
                    Page
      24Signatures
                    
                    Page
      24


2
 Table of Contents


Part
I - Financial Information


Item
1 - Financial Statements





M-Wave, Inc.


CONSOLIDATED
BALANCE SHEETS


(unaudited)





September 30,
                        
                        
                        December 31,2008
                        
                        
                        2007ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                        
                        $
                        223,759
                        
                        
                        $
                        1,081,019Accounts
      receivable, net of allowance for doubtful accounts, 2008- $80,000: 2007-
      $80,000
                        
                        
                        1,202,381
                        
                        
                        
                        1,271,479Inventories,
      net
                        
                        
                        2,014,322
                        
                        
                        
                        1,486,998Prepaid
      expenses and other assets
                        
                        
                        61,106
                        
                        
                        
                        70,861Total
      current assets
                        
                        
                        3,501,568
                        
                        
                        
                        3,910,357EQUIPMENT:Equipment
                        
                        
                        424,910
                        
                        
                        
                        424,910Less
      accumulated depreciation
                        
                        
                        (289,856
                        )
                        
                        
                        (230,051
                        )Equipment,
      net
                        
                        
                        135,054
                        
                        
                        
                        194,859TOTAL
                        
                        $
                        3,636,622
                        
                        
                        $
                        4,105,216LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIES:Accounts
      payable
                        
                        $
                        2,423,528
                        
                        
                        $
                        1,941,969Accrued
      expenses
                        
                        
                        214,428
                        
                        
                        
                        713,256Total
      current liabilities
                        
                        
                        2,637,956
                        
                        
                        
                        2,655,225COMMITTMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY:Preferred
      stock, $100 par value; Series A authorized, 30,000 shares; issued and
      outstanding: 2008 and 2007: 12,500 shares
                        
                        
                        656,800
                        
                        
                        
                        656,800Series
      B authorized, 70,000 shares; issued and outstanding: 2008 and 2007: 69,648
      shares
                        
                        
                        6,842,797
                        
                        
                        
                        6,842,797Common
      stock, $.005 par value; authorized, 200,000,000 shares; issued and
      outstanding 2008 and 2007: 1,813,150 shares
                        
                        
                        11,236
                        
                        
                        
                        11,236Additional
      paid-in capital
                        
                        
                        14,472,958
                        
                        
                        
                        14,427,683Accumulated
      deficit
                        
                        
                        (18,699,954
                        )
                        
                        
                        (18,203,355
                        )Treasury
      stock, at cost, 2008 and 2007: 433,954 shares
                        
                        
                        (2,285,170
                        )
                        
                        
                        (2,285,170
                        )Total
      stockholders' equity
                        
                        
                        998,666
                        
                        
                        
                        1,449,991TOTAL
                        
                        $
                        3,636,622
                        
                        
                        $
                        4,105,216


See notes
to consolidated financial statements


3
 Table of Contents




M-Wave, Inc.


CONSOLIDATED
STATEMENTS OF OPERATIONS


(unaudited)





Three
      Months Ended September 302008
                
                
                2007NET
      SALES
                
                $
                3,192,203
                
                
                $
                2,942,854COST
      OF GOODS SOLD
                
                
                2,494,018
                
                
                
                2,223,813Gross
      profit
                
                
                698,185
                
                
                
                719,041OPERATING
      EXPENSES:General
      and administrative
                
                
                707,975
                
                
                
                918,535Selling
      and marketing
                
                
                165,057
                
                
                
                209,887Total
      operating expenses
                
                
                873,032
                
                
                
                1,128,422Net
      loss
                
                $
                (174,847
                )
                
                $
                (409,381
                )Preferred
      stock dividends
                
                $
                528,165
                
                
                $
                (266,984
                )Net
      income/(loss) attributable to common shareholders
                
                $
                353,318
                
                
                $
                (676,365
                )Net
      income/(loss) per common share outstanding
                
                $
                0.19
                
                
                $
                (0.37
                )Basic
      weighted average common shares outstanding
                
                
                1,813,150
                
                
                
                1,813,150Net
      income/(loss) per diluted common share outstanding
                
                $
                0.18
                
                
                $
                (0.37
                )Diluted
      weighted average common shares outstanding
                
                
                1,923,150
                
                
                
                1,813,150





See notes
to consolidated financial statements


4
 Table of Contents




M-Wave, Inc.


CONSOLIDATED
STATEMENTS OF OPERATIONS


(unaudited)





Nine
      Months Ended September 302008
                
                
                2007NET
      SALES
                
                $
                9,267,972
                
                
                $
                7,991,758COST
      OF GOODS SOLD
                
                
                7,078,101
                
                
                
                5,997,828Gross
      profit
                
                
                2,189,871
                
                
                
                1,993,930OPERATING
      EXPENSES:General
      and administrative
                
                
                2,094,573
                
                
                
                2,149,650Selling
      and marketing
                
                
                591,897
                
                
                
                633,619Total
      operating expenses
                
                
                2,686,470
                
                
                
                2,783,269Net
      loss
                
                $
                (496,599
                )
                
                $
                (789,339
                )Preferred
      stock dividends
                
                $
                0
                
                
                $
                (266,984
                )Net
      loss attributable to common shareholders
                
                $
                (496,599
                )
                
                $
                (1,056,323
                )BASIC
      AND DILUTED LOSS PER COMMON SHARE
                
                $
                (0.27
                )
                
                $
                (0.59
                )Weighted
      average shares outstanding
                
                
                1,813,150
                
                
                
                1,791,099





See notes
to consolidated financial statements


5
 Table of Contents




M-Wave, Inc.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(unaudited)





Nine
      Months Ended September 302008
                
                
                2007OPERATING
      ACTIVITIES:Net
      loss
                
                $
                (496,599
                )
                
                $
                (789,339
                )Adjustments
      to reconcile net loss to net cash flows used in operating
      activities:Loss
      on disposal of property, plant, and equipment
                
                
                0
                
                
                
                334Depreciation
                
                
                59,805
                
                
                
                66,338Stock
      compensation recognized on options and warrants
                
                
                45,274
                
                
                
                140,871Changes
      in assets and liabilities, net of effects of acquired
      business:Accounts
      receivable
                
                
                69,098
                
                
                
                (9,993
                )Inventories
                
                
                (527,324
                )
                
                
                (263,035
                )Prepaid
      expenses and other assets
                
                
                9,755
                
                
                
                (256,229
                )Accounts
      payable
                
                
                481,559
                
                
                
                (125,186
                )Accrued
      expenses
                
                
                (498,828
                )
                
                
                156,931Net
      cash flows used in operating activities
                
                
                (857,260
                )
                
                
                (1,079,308
                )INVESTING
      ACTIVITIES:Proceeds
      from sale of property, plant and equipment
                
                
                0
                
                
                
                5,214Repayments
      on note receivable
                
                
                0
                
                
                
                6,836Net
      cash flows provided by investing activities
                
                
                0
                
                
                
                12,050FINANCING
      ACTIVITIES:Proceeds
      from exercise of stock options
                
                
                0
                
                
                
                88,000Payments
      on short and long term debt
                
                
                0
                
                
                
                (58,000
                )Net
      cash flows provided by financing activities
                
                
                0
                
                
                
                30,000NET
      DECREASE  IN CASH AND CASH EQUIVALENTS
                
                
                (857,260
                )
                
                
                (1,037,258
                )CASH
      AND CASH EQUIVALENTS:Beginning
      of period
                
                
                1,081,019
                
                
                
                1,696,340End
      of period
                
                $
                223,759
                
                
                $
                659,082SUPPLEMENTAL
      SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:Accrued
      dividends on preferred stock
                
                
                -
                
                
                
                266,984





See notes
to consolidated financial statements


6
 Table of Contents


M-WAVE, Inc.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.
Basis of Presentation




The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America for interim financial information and with the instructions to Form
10-Q. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments necessary for a fair
presentation, consisting only of normal recurring adjustments, have been
included.


7
 Table of Contents




Operating
results for the three and nine months ended September 30, 2008 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008. For further information, refer to the financial statements
and footnotes thereto included in the Company’s annual report on Form 10-KSB for
the year ended December 31, 2007.




2.
Business Product Lines




Sales by
product line for the three and nine months ended September 30, 2008 and 2007
consisted of the following:





Three
      months ended September 30,
                                            
                                            
                                            Nine
      months ended September 30,2008
                                            
                                            
                                            2007
                                            
                                            
                                            2008
                                            
                                            
                                            2007PCB
                                            
                                            $
                                            1,846,164
                                            
                                            
                                            $
                                            1,707,565
                                            
                                            
                                            $
                                            5,571,577
                                            
                                            
                                            $
                                            5,364,600Non
      PCB
                                            
                                            
                                            1,277,291
                                            
                                            
                                            
                                            1,166,886
                                            
                                            
                                            
                                            3,451,961
                                            
                                            
                                            
                                            2,394,280Other
                                            
                                            
                                            68,748
                                            
                                            
                                            
                                            68,403
                                            
                                            
                                            
                                            244,434
                                            
                                            
                                            
                                            232,878Total
      sales
                                            
                                            $
                                            3,192,203
                                            
                                            
                                            $
                                            2,942,854
                                            
                                            
                                            $
                                            9,267,972
                                            
                                            
                                            $
                                            7,991,758




Sales
within the printed circuit board product line (“PCB”) include ten key customers,
which represented approximately 96% of sales in the third quarter of 2008 versus
approximately 96% of sales in the third quarter of 2007. Sales for the Company’s
top ten PCB customers in the third quarter were up approximately 8% compared to
prior year. Year to date sales for these key customers within the PCB product
line represented approximately 97% of sales versus approximately 95% of year to
date sales in 2007. Year to date sales for the Company’s top ten PCB customers
were up approximately 7% compared to prior year to date sales.




Non
printed circuit board (“Non PCB”) sales represent sales of new products, other
than printed circuit boards, to the Company’s existing customer base. Sales
within the Non PCB product line include three primary customers, which
represented approximately 82% of sales of Non PCB products in the third quarter
of 2008 versus approximately 84% of sales in the third quarter of 2007. Sales
for the Company’s top three Non PCB customers were up approximately 5% compared
to prior year’s sales. Year to date sales for these key Non PCB customers
represented approximately 82% of sales of non PCB products versus approximately
88% of year to date sales in 2007. Year to date sales for the Company’s top
three Non PCB customers were up approximately 34% compared to prior year to date
sales.




Other
sales primarily represent tooling charges billed to customers for either new
products or existing products that have gone through a revision and freight
costs billed to customers.




The loss
of, or a substantial reduction in the orders from, the Company’s major customers
could have a material adverse effect on the financial
statements.


8
 Table of Contents


3.
Equity




The
Series B stock is non-voting and is entitled to receive monthly dividends at an
annual rate of 15%, subject to reduction to 9% after the Registration Statement
is declared effective by the Securities and Exchange Commission. The Company is
to use its best efforts to file a registration statement covering the shares of
common stock underlying the Series B Convertible Preferred Stock (the
“Conversion Shares”), the shares of common stock underlying the Warrants (the
“Warrant Shares”), and the shares of common stock underlying the Series A
Preferred Stock issued by the Company to the Purchasers on June 17, 2004.
Mercator waived their dividend payments for the three and nine months ended
September 30, 2008. Dividends for the prior year were waived for the first six
months of 2007. Dividends recorded during the third quarter of 2007 were
approximately $267,000. These dividends were accrued but unpaid, and were
recorded as an accrued expense on the balance sheet.




During
the first nine months of 2008 and 2007, M.A.G. Capital, LLC did not convert any
shares of their preferred stock into common shares.




Each
share of outstanding Series A preferred stock is convertible into common shares
priced at $3.98 per share. As of September 30, 2008, there were 12,500
outstanding shares of Series A preferred, which is convertible into
approximately 318,878 shares of common stock. Each share of outstanding Series B
preferred stock is convertible into common shares priced at $3.16 per share. As
of September 30, 2008, there were 69,648 outstanding shares of Series B
preferred, which is convertible into approximately 2,204,051 shares of common
stock. Both Series A and Series B preferred stock are non-voting and was issued
at a par value of $100 per share.




Potentially
dilutive common shares consist of the incremental common shares issuable upon
conversion of convertible preferred shares, and the exercise of common stock
options and warrants for all periods. For the three months ended September 30,
2008, the basic and diluted shares are reflected as reported below due to the
profit recorded during that period. For all other periods ended the basic and
diluted shares reported are equal because the common share equivalents are
anti-dilutive due to the net losses for each period. Below is a tabulation of
the potentially dilutive securities for the periods ended September 30, 2008 and
2007:




Three
      months ended September 30,
                                          
                                          
                                          Nine
      months ended September 30,2008
                                          
                                          
                                          2007
                                          
                                          
                                          2008
                                          
                                          
                                          2007Weighted
      average shares outstanding
                                          
                                          
                                          1,813,150
                                          
                                          
                                          
                                          1,813,150
                                          
                                          
                                          
                                          1,813,150
                                          
                                          
                                          
                                          1,791,099Options
      in the money, net
                                          
                                          
                                          0
                                          
                                          
                                          
                                          290
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          25,433Warrants
      in the money, net
                                          
                                          
                                          110,000
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          235,613
                                          
                                          
                                          
                                          51,041Total
      Outstanding and PotentiallyDilutive
      shares
                                          
                                          
                                          1,923,150
                                          
                                          
                                          
                                          1,813,440
                                          
                                          
                                          
                                          2,048,763
                                          
                                          
                                          
                                          1,867,573


9
 Table of Contents




On July
12, 2007, the Board of Directors authorized a six month extension of M.A.G.
Capital’s warrants that were set to expire on July 23, 2007. This action
extended the life of approximately 253,000 of approximately 320,000 warrants,
all priced at $2.48, to January 23, 2008. The value of the warrants was
determined using the Black-Scholes pricing model which calculated a value of
approximately $49,000 based on a fair value price of $0.19, assuming an expected
life of 6 months, a risk-free interest rate of 5.13%, volatility of 21.3%, and
no dividend yield. M.A.G. Capital had approximately 50,000 warrants that were
set to expire on February 23, 2008, and approximately 17,000 warrants that were
set to expire on June 16, 2008.




On
January 19, 2008, the Board of Directors authorized an additional six month
extension of all warrants held by M.A.G. Capital, LLC, that were set to expire
on January 23, February 23, and June 16, 2008, respectively. This action
extended the life of approximately 320,000 warrants, all priced at $2.48, to
July 23, August 23, and December 16, 2008, respectively. The value of the
warrants was determined using the Black-Scholes pricing model which calculated a
value of approximately $193 based on a nominal fair value price, assuming an
expected life of 6 months, a risk-free interest rate of 3.66%, volatility of
52.4%, and no dividend yield.




OnJuly 25,
2008, upon authorization by the Board of
Directors, the Company agreed to issue 440,000 warrants to the holders of the
Series B Preferred Stock at $0.16 per share with a life of two years. The
closing price of the Company’s stock onJuly 25, 2008was
$0.16. The warrants are fully vested and immediately exercisable. The warrants
were issued as consideration for receiving a waiver of dividends by the holders
of the Company’s Series B Preferred Stock for the period beginningJanuary 1, 2008through the period endingDecember 31,
2009.The value of the warrants was
determined using the Black-Scholes pricing model which calculated a value of
approximately $45,000 based on a nominal fair value price, assuming an expected
life of two years, a risk-free interest rate of 4.13%, volatility of 125.5%, and
no dividend yield. All warrants owned by M.A.G. Capital are fully vested and
exercisable as of September 30, 2008.




4.
Litigation




The
Company is not a party to any litigation whose outcome is expected to have a
material adverse effect on the financial position or results of operations of
the Company.




5.
Share-Based Compensation




The
Company has a stock option plan that authorizes the granting of options to
officers, key employees and directors to purchase the Company’s common stock at
prices equal to or above the market value of the stock at the date of grant.
Under this plan, the Company has allocated virtually all shares available for
future grants as of September 30, 2008. The exercise price of all employee and
director options granted in 2007 is currently above fair market
value.




10
 Table of Contents




Compensation
expense is recognized only for share-based payments expected to vest. We
estimate forfeitures at the date of grant based on our historical experience and
future expectations. Estimated forfeitures are expected to be minimal and not
material to the financial statements.




Under
M-Wave’s share-based long-term incentive compensation plans (“incentive plans”)
M-Wave grants non-qualified stock options to certain employees.




No
compensation expense related to options was recognized for the three and nine
months ended September 30, 2008. The Company recognized no compensation expense
for the three months ended September 30, 2007. The Company recognized
share-based compensation expense related to options of approximately $92,000 in
general and administrative expenses in the statement of operations for the nine
months ended September 30, 2007. As of September 30, 2008, there was no
unrecognized compensation costs related to non-vested share-based compensation
arrangements granted under the incentive plans. The requisite service period for
all outstanding options has been completed as of September 30,
2008.




For the
nine months ended September 30, 2007, the Company issued 34,776 options. These
grants were priced at $3.41. There were no options granted for the nine months
ended September 30, 2008. There were no options exercised during the nine months
ended September 30, 2008 and 2007, respectively. For the nine months ended
September 30, 2008, there were 36,000 options that expired. There were no
options that expired for the nine months ended September 30, 2008. For the nine
months ended September 30, 2008, there were 32,875 options that were forfeited
related to option holders that left the Company. There were no options forfeited
during the nine months ended September 30, 2007.




Total
common stock warrants outstanding at September 30, 2008 were 490,417, and were
all exercisable at September 30, 2008. During the second quarter of 2007, 50,000
warrants priced at $1.76 were exercised. The Company received cash of
approximately $88,000 and recorded an increase to common stock and additional
paid in capital.




6.
Financial Instruments




On
January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. However, the FASB issued FSP
SFAS 157-2 which deferred the effective date of SFAS 157, until the beginning of
our 2009 fiscal year, as it relates to fair value measurement requirements for
nonfinancial assets and liabilities that are not remeasured at fair value on a
recurring basis. The adoption of SFAS 157 did not affect the results of
operations or cash flows from operations, investing, or financing
activities.


11
 Table of Contents




The fair
value framework requires the categorization of assets and liabilities into three
levels based upon the assumptions (inputs) used to price the assets or
liabilities. Level 1 provides the most reliable measure of fair value, whereas
Level 3 generally requires significant management judgment. The three levels are
defined as follows:




£
              Level 1:Unadjusted
      quoted prices in active markets for identical assets and
      liabilities.
 £
              Level 2: Observable
      inputs other than those included in Level 1.  For example,
      quoted prices for similar assets or liabilities in active markets or
      quoted prices for identical assets or liabilities in inactive
      markets.
 £
              Level 3: Unobservable
      inputs reflecting management’s own assumptions about the inputs used in
      pricing the asset or
liability.








The
Company has adopted FSP SFAS 157-3, Determining the Fair Value of a
Financial Asset When the Market is Not Active. The consideration of FSP
SFAS 157-3 did not materially affect the carrying value of the
assets.




7.
Continuing Operations




Currently
the Company is committed to growing its core business, as it relates to the
continuing operations of its PCB product line and other non-PCB components and
assemblies. However, if the Company is unable to secure adequate financing to
grow its core business, the Company may be forced to modify its business and
strategic plan. Cash generated during the third quarter was approximately $9,000
and our cash balance as of September 30, 2008 was approximately
$224,000.




Due to
current cash availability combined with increases in our working capital, the
Company is searching for financing alternatives, but there can be no assurance
that financing can be found under acceptable terms to the Company. If the
Company is unable to secure finances to fund operations, the Company may be
forced to curtail its plans to grow the business, resulting in possible decline
of revenues. Under current conditions, the Company believes it will have enough
cash to sustain operations through the end of the year, but without obtaining
financing before the end of the year, the Company may be forced to consider
alternative strategies, including a potential liquidation of its assets in early
2009.


12
 Table of Contents




8.
Reclassifications




Certain
items in the 2007 consolidated financial statements have been reclassified to
conform to the 2008 presentation.




9.
New Accounting Pronouncements




In March
2008, the FASB issued SFAS 161, Disclosures about Derivative
Instruments and HedgingActivities, which amends SFAS 133. SFAS 161
requires enhanced disclosures about an entity’s derivative and hedging
activities to discuss the underlying risks that an entity intends to manage as
well as accounting designation. This statement is effective for financial
statements issued for fiscal years beginning after November 15, 2008. The
Company does not believe that adoption of SFAS 161 will have a material effect
on its consolidated financial statements.




In May
2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with U.S. generally
accepted accounting principles (GAAP). SFAS 162 directs the GAAP hierarchy to
the entity, not the independent auditors, as the entity is responsible for
selecting accounting principles for financial statements that are presented in
conformity with GAAP. SFAS 162 is effective 60 days following the Securities and
Exchange Commission's approval of the Public Company Accounting Oversight Board
amendments to remove the GAAP hierarchy from the auditing standards. The Company
does not expect SFAS 162 to have a material impact on its future consolidated
results of operations or its financial position.






Item2:




MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




We are a
value added service provider of high performance printed circuit boards used in
a variety of digital and high frequency communications applications for a
variety of commercial and industrial electronics applications. We satisfy our
customers’ requirements for telecommunications and industrial electronics
printed circuit boards, either rigid, flexible or bonded, by directly booking
orders, supervising and inspecting outsourced manufacture of such boards through
our global base of production partners located in China and Southeast Asia, and
domestically, through pre-screened production partners.


13
 Table of Contents




Our
business model is referred to as Virtual Manufacturing. Through Virtual
Manufacturing we contractually supply a wide range of printed circuit board
needs of our customers, creating a “pipeline” between those customers and
production that covers early prototypes and pilot production, directly into mass
production, offering one seamless source. We deliver products when our customers
need them through consignment inventory control, demand pull, just in time, in
plant storehouses, supplier or vendor managed inventory and other supply-chain
programs.




We began
Virtual Manufacturing during 2000 by developing subcontracting relationships
with predominately Asian global manufacturers, from our base in Singapore. In
virtual manufacturing, we assume many of the pre and post-production services of
a manufacturer, while outsourcing the physical processes either adjunct to our
personnel or in relatively close proximity to assure the highest quality
fulfillment.




Our
manufacturing partners maintain most certificates for quality, environmental and
safety, including ISO, QS, UL, CE and others. We believe our manufacturing
partners have a reputation for timely fulfillment of orders that are
competitively priced, shipped from modern plants operating with the highest
standards of worker and environmental safety both within and outside of the
United States.




We market
our products through regional sales managers supported by independent sales
organizations. Our base of approximately 50 customers represents a highly
sophisticated group of purchasers.




In 2005,
we started to solicit new orders and extend our product lines to include custom
or engineered electronic products sourced from Asia on behalf of existing
accounts. These products are sourced and imported on a pan-Asian basis and cover
a broad range of components that include LED’s, wire bonding services,
harnesses, extruded housing products, and other customer specific products. This
effort has been geared toward diversifying and increasing our overall margins.
Initially, we solicited existing customers, but we also intend to solicit new
accounts. Our niche focuses in a higher mix of products at lower volumes that
larger scale distributors or brokers fail to address. Our customers tend to be
smaller middle market companies through midsize firms with little presence or
capability in Asia that elect us as their procurement partners.




Significant
Events


On
September 6, 2008, the board of directors appointed Anthony J. Cataldo a Class I
Director, with a term expiring at our 2008 annual meeting of stockholders. Mr.
Cataldo was not appointed to any committees at this time.




On
September 9, 2008, the Company entered into an Asset Purchase Agreement for the
sale of the Company’s current business operations, by and among the Company,
M-Wave International, LLC, an Illinois limited liability company (the
“Purchaser”), Joseph Turek, and Robert Duke. The Purchaser is a company formed
by Joseph Turek, the Company’s Chairman and Chief Operating Officer and Robert
Duke, the President of the Company’s Electro-Mechanical Group
division.


14
 Table of Contents




In
accordance with the terms of the Asset Purchase Agreement, the Purchaser will
acquire substantially all of the assets and will assume substantially all of the
liabilities of the Company related to its current business operations. The
closing is conditioned, among other things, upon obtaining shareholder approval
of the transaction. As consideration for the acquisition, the Purchaser will
deliver to the Company $500,000 in cash at closing. Additionally, the
Purchaser’s will lend the Company $500,000 evidenced by a Promissory Note by
December 1, 2008 to fund normal operating expenses so the Company can operate
without interruption until such time that shareholders can vote on the
transaction. The Company will pay interest monthly in arrears at a rate of
approximately 12% annually.




RESULTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2007




Net
Sales




Net sales
were approximately $3,192,000 for the three months ended September 30, 2008
versus approximately $2,943,000 during the three months ended September 30,
2007, an increase of approximately $249,000, or 8.5%. Sales within our PCB
product line increased approximately $138,000 during the third quarter of 2008,
an increase of approximately 8% of prior year third quarter sales. Sales to our
top ten PCB customers were approximately $1,776,000 during the three months
ended September 30, 2008, an increase of approximately $137,000 compared to the
three months ended September 30, 2007. Sales for our largest customer were
approximately $94,000 below prior year levels. Sales amongst our top ten PCB
customers represented approximately 96% of sales within this product line for
the three months ended September 30, 2008 compared to approximately 96% of sales
within this product line for the three months ended September 30,
2007.




Sales
within our non-PCB product line were approximately $1,277,000 for the three
months ended September 30, 2008, approximately $110,000 above sales for the
three months ended September 30, 2007. As this line grows, we expect to achieve
long-term revenues to approach those currently experienced within our digital
product line. The non-PCB sales recorded in the third quarter were on par with
sales recorded during the most recent quarters. We continue to focus our efforts
on growing our core business and customer base, primarily by concentrating
efforts on expanding our customer base within our Non-PCB product
line.




Other
revenues for the three months ended September 30, 2008 were approximately
$69,000, approximately $1,000 above other revenues recorded in the three months
ended September 30, 2007. Other revenues primarily consist of tooling charges
for new and redesigned products, freight charges billed, and cash discounts
taken by customers for early payments, which are recorded as a reduction of
sales. Tooling revenues for the third quarter of 2008 were approximately $14,000
above tooling revenues recorded during the third quarter of
2007.


15
 Table of Contents


Gross
Profit and Cost of Goods Sold




The
Company’s gross profit for the three months ended September 30, 2008 was
approximately $698,000, or 21.9% of net sales, compared to a gross profit of
approximately $719,000, or 24.4% of net sales, for the three months ended
September 30, 2007. Higher supplier costs due to raw materials increases and
increased freight costs due to higher fuel prices impacted the margin
performance during the third quarter of 2008.




Operating
Expenses




General
and administrative expenses were approximately $708,000 or 22.2% of net sales in
the third quarter of 2008 compared to approximately $919,000 or 31.2% of net
sales in the third quarter of 2007, a decrease of approximately
$211,000.




General
and administrative expenses consist primarily of salaries and benefits,
professional services, depreciation of office equipment and computer systems,
and occupancy expenses. In comparison to the third quarter of 2007, payroll
related expenses increased approximately $44,000 primarily related to increased
headcount within operations, hiring replacement personnel that have enhanced
abilities, and merit increases for existing personnel that had not received
increases in the prior year. Professional services, which include legal,
auditing, and consulting fees, increased approximately $36,000 in the third
quarter of 2008 compared to prior year expenses. Public company related costs
such as investor relations, Sarbanes-Oxley expenses, and board and committee
fees was down approximately $321,000 for the third quarter of 2008 compared to
prior year expenses. The primary reason for the decrease compared to the prior
year was associated with the failed Blue Sun transaction in 2007. We recorded
approximately $45,000 in stock compensation expenses during the third quarter of
2008, compared to approximately $49,000 during the third quarter of 2007, a
decrease of approximately $4,000. Other operating expenses increased
approximately $33,000 during the third quarter of 2008 compared to the third
quarter of 2007. These expenses include travel, telephone, insurance,
depreciation, and rent. Primary drivers in the increased expense related to
increased rent costs in our new facility of approximately $13,000, collection
fees on one delinquent account of approximately $9,000 and the write off of one
account that filed for bankruptcy of approximately $13,000.




Selling
and marketing expenses were approximately $165,000 or 5.2% of net sales in the
third quarter of 2008 compared to approximately $210,000 or 7.1% of net sales in
the third quarter of 2007. Selling and marketing expenses include the cost of
salaries, advertising and promotion of the Company’s products, and commissions
paid to independent sales organizations. In comparison to the third quarter of
2007, commission paid to independent sales organizations decreased by
approximately $8,000; payroll-related expenses increased by approximately
$6,000. Costs related to our Singapore office decreased by approximately $38,000
due to hiring an individual domestically for our global supply chain sourcing
area that has muti-national experience, eliminating the need to have resources
dedicated in Singapore moving forward; other sales expenses, including travel
related expenses decreased by approximately $5,000 in the third quarter of 2008
compared to the third quarter of 2007.


16
 Table of Contents




Operating
Loss




Operating
loss from continuing operations was approximately $175,000 in the third quarter
of 2008 compared to an operating loss of approximately $409,000 in the third
quarter of 2007. The decrease in operating loss of approximately $234,000 was
primarily related to increased sales levels and reduced administrative expenses
detailed above.




Interest
Income




We
recorded no interest income during the third quarter of 2008 or
2007.




Interest
Expense




We
recorded no interest expense during the third quarter of 2008 or
2007.




Preferred
Stock Dividends




OnJuly 25,
2008, we received dividend waivers from the
holders of our Series B Preferred Stock. The dividend waiver covers the period
retroactive toJanuary 1, 2008and continuing through the period endingDecember 31, 2009.
As consideration for this waiver, the Board of Directors of the Company agreed
to issue 440,000 warrants at $0.16 per share for two years. The closing price of
our stock onJuly 25, 2008was $0.16. As a result of this waiver, we reversed
dividends that had been accrued during the first six months of 2008 of
approximately $528,000. We
recorded preferred stock dividends in the third quarter of 2007 of approximately
$267,000. These dividends have been accrued, but not paid, and are recorded on
the balance sheet as an accrued expense in the current liability
section.




RESULTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2007




Net
Sales




Net sales
were approximately $9,268,000 for the nine months ended September 30, 2008
versus approximately $7,992,000 during the nine months ended September 30, 2007,
an increase of approximately $1,276,000 or 16.0%. Sales within our PCB product
line increased approximately $206,000 during the first nine months of 2008, an
increase of approximately 3.8% of prior year sales. Sales to our top ten PCB
customers were approximately $5,411,000 during the nine months ended September
30, 2008, an increase of approximately $343,000 compared to the nine months
ended September 30, 2007. Sales amongst our top ten PCB customers represented
approximately 97% of sales within this product line for the nine months ended
September 30, 2008 compared to approximately 95% of sales within this product
line for the nine months ended September 30, 2007.


17
 Table of Contents




Sales
within our non-PCB product line were approximately $3,452,000 for the nine
months ended September 30, 2008, approximately $1,058,000 above sales for the
nine months ended September 30, 2007. As this line grows, we expect to achieve
long-term revenues to approach those currently experienced within our digital
product line. We continue to focus our efforts on growing our core business and
customer base, primarily by concentrating efforts on expanding our customer base
within our Non-PCB product line.




Other
revenues for the nine months ended September 30, 2008 were approximately
$244,000, approximately $11,000 above other revenues recorded in the nine months
ended September 30, 2007. Other revenues primarily consist of tooling charges
for new and redesigned products, freight charges billed, and cash discounts
taken by customers for early payments, which are recorded as a reduction of
sales.




Gross
Profit and Cost of Goods Sold




The
Company’s gross profit for the nine months ended September 30, 2008 was
approximately $2,190,000, or 23.6% of net sales, compared to a gross profit of
approximately $1,994,000, or 24.9% of net sales, for the nine months ended
September 30, 2007. Higher supplier costs due to raw materials increases and
increased freight costs due to higher fuel prices impacted the margin
performance during the third quarter of 2008, and are expected to have a
negative impact on margins for the remainder of the year.




Operating
Expenses




General
and administrative expenses were approximately $2,095,000 or 22.6% of net sales
in the first nine months of 2008 compared to approximately $2,150,000 or 26.9%
of net sales in the first nine months of 2007, a decrease of approximately
$55,000.




General
and administrative expenses consist primarily of salaries and benefits,
professional services, depreciation of office equipment and computer systems,
and occupancy expenses. In comparison to the first nine months of 2007, payroll
related expenses increased approximately $139,000 primarily related to increased
headcount within operations, hiring replacement personnel that have enhanced
abilities, and merit increases for existing personnel that had not received
increases in the prior year. Professional services, which include legal,
auditing, and consulting fees, increased approximately $73,000 in the first nine
months of 2008 compared to prior year expenses. Public company related costs
such as investor relations, Sarbanes-Oxley expenses, and board and committee
fees was approximately $333,000 in the first nine months of 2008 compared to
approximately $667,000 during the first nine months of 2007, a decrease of
approximately $334,000. We recorded approximately $45,000 of stock compensation
expenses during the first nine months of 2008 compared to approximately $141,000
during the first nine months of 2007. Other operating expenses increased
approximately $163,000 during the first nine months of 2008 compared to the
first nine months of 2007. These expenses include travel, telephone, insurance,
depreciation, and rent. Primary drivers in the increased expense related to
moving expenses related to our facility move of approximately $43,000, higher
rent costs in our new facility of approximately $24,000, higher business
insurance costs of approximately $25,000 due to a prior year refund, higher
travel costs of approximately $18,000, collection fees on one delinquent account
of approximately $9,000, and the write off of one account that filed for
bankruptcy of approximately $13,000.


18
 Table of Contents




Selling
and marketing expenses were approximately $592,000 or 6.4% of net sales in the
first nine months of 2008 compared to approximately $634,000 or 7.9% of net
sales in the first nine months of 2007. Selling and marketing expenses include
the cost of salaries, advertising and promotion of the Company’s products, and
commissions paid to independent sales organizations. In comparison to the first
nine months of 2007, commission paid to independent sales organizations
increased by approximately $5,000; payroll-related expenses increased by
approximately $4,000. Costs related to our Singapore office decreased by
approximately $52,000; other sales expenses, including travel related expenses
increased by approximately $1,000 in the first nine months of 2008 compared to
the first nine months of 2007.




Operating
Loss




Operating
loss from continuing operations was approximately $497,000 in the first nine
months of 2008 compared to an operating loss of approximately $789,000 in the
first nine months of 2007. The decrease in operating loss of approximately
$292,000 was primarily related to increased gross margin dollars related to
higher sales levels.




Interest
Income




We
recorded no interest income during the first nine months of 2008 or
2007.




Interest
Expense




We
recorded no interest expense during the first nine months of 2008 or
2007.




19
 Table of Contents




Preferred
Stock Dividends




We
recorded no preferred stock dividends in the first nine months of 2008, compared
to approximately $267,000 in dividends recorded in the first nine months of
2007. In July 2008, we received a waiver of dividends from M.A.G. Capital, LLC
for the period beginning January 2008 and continuing through December 2009. As
consideration, the Company issued 440,000 warrants to the holders of the Series
B Preferred Stock as fully described above. Dividends relate to the issuance of
Series B preferred stock to M.A.G. Capital, LLC, and its affiliates. The Company
also received a dividend waiver in the prior year for the first six months of
2007, but recorded dividends during the third quarter of 2007. These dividends
were accrued, but not paid, and were recorded on the balance sheet as an accrued
expense in the current liability section.




Liquidity
and Capital Resources




Net cash
used by operations was approximately $857,000 for the first nine months of 2008
compared to approximately $1,079,000 used by operations for the first nine
months of 2007. Cash provided during the third quarter was approximately $9,000
and our cash balance as of September 30, 2008 was approximately
$224,000.




Accounts
Receivable decreased approximately $69,000. Inventories increased approximately
$527,000 related to higher inventory levels to support increased sales levels
and stocking programs with key customers. Accounts Payable increased
approximately $482,000 primarily due to the higher inventory
levels.




Net cash
provided by investing activities was $0 for the first nine months of 2008
compared to approximately $12,000 in the first nine months of 2007. Capital
expenditures were $0 in the first nine months of 2008 and 2007.




Net cash
provided by financing activities was $0 during the first nine months of 2008
compared to approximately $30,000 provided by financing activities during the
first nine months of 2007 related to payments on our note payable for equipment
acquired in 2006 and proceeds from exercise of stock options by a former
employee.




Currently
the Company is committed to growing its core business, as it relates to the
continuing operations of its PCB product line and other non-PCB components and
assemblies. However, if the Company is unable to secure adequate financing to
grow its core business, the Company may be forced to modify its business and
strategic plan.




Due to
current cash availability combined with increases in our working capital, the
Company is searching for financing alternatives, but there can be no assurance
that financing can be found under acceptable terms to the Company. If we are
unable to secure finances to fund operations, we may be forced to curtail our
plans to grow the business, resulting in possible decline of revenues. Under
current conditions, we believe we will have enough cash to sustain operations
through the fourth quarter, but without obtaining financing before the end of
the year, the Company may be forced into liquidating its assets during the
beginning of the next fiscal year.


20
 Table of Contents




Credit
Environment




In fiscal
year 2008, the credit markets continue to be volatile and have experienced a
shortage in overall liquidity due to the instability in the banking industry and
the lack of active markets for certain investment securities. The Company does
not engage in any business activities in the mortgage industry or hold its cash
positions in any accounts other than demand deposits and cash equivalents. Sales
are to a wide range of diverse commercial industries including electronic
devices for municipal and governmental products, industrial components, and
consumer products. However, if these customers reduce their spending as a result
of the declining economy, it is possible revenues could decline.




Off-Balance
Sheet Arrangements




The
Company has not created, nor is a party to, any special-purpose or off-balance
sheet entities for the purposes of raising capital, incurring debt, or operating
our business. The Company does not have any off-balance sheet arrangements or
relationships with entities that are not consolidated into our financial
statements that are reasonably likely to materially affect our liquidity or the
availability of capital resources.




Inflation




During
the third quarter of 2008, the Company began experiencing price increases from
suppliers in Asia due to the devaluation of the dollar and higher material
costs. These supplier price increases, averaging approximately 4%, have had a
material effect on the Company’s operations and financial position in the second
quarter of 2008, and are expected to continue for the remainder of 2008, if the
Company is unable to pass through those increases under its present
contracts.




Foreign
Currency Transactions




All of
the Company’s foreign transactions are negotiated, invoiced and paid in United
States dollars.




Risk
Factors Affecting Business and Results of Operations




This
report, as well as our other reports filed with the SEC, our press releases, and
other communications contain forward-looking statements made pursuant to the
safe harbor provisions of the Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements regarding our expected
financial position, results of operations, cash flows, dividends, financing
plans, strategy, budgets, capital and other expenditures, competitive positions,
growth opportunities, benefits from new technology, plans and objectives of
management, and markets for stock. These forward-looking statements are based
largely on our expectations and, like any other business, are subject to a
number of risks and uncertainties, many of which are beyond our control. The
risks include those stated in the section entitled "Risk Factors Affecting
Business and Results of Operations" at the end of Item 6 of our Annual Report on
Form 10-KSB and economic, competitive and other factors affecting our
operations, markets, products and services, expansion strategies and other
factors discussed elsewhere in this report, our Annual Report on Form 10-KSB and
the other documents we have filed with the Securities and Exchange Commission,
as well as the following paragraphs below.


21
 Table of Contents




In light
of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this report will in fact prove
accurate, and our actual results may differ materially from the forward-looking
statements.




Due to the delisting of our common stock from the NASDAQ
Capital Markets, our common stock is currently trading on the over-the-counter
bulletin board, which may have an adverse impact on the market price and
liquidity of our common stock.Based on the
market capitalization and trading volume of the Company’s common stock as well
as other risk factors and related disclosures in our Annual Report on Form
10-KSB for the year endedDecember 31,
2007, the Company does not believe that the
delisting has any material impact on the Company’s operations, liquidity, or
cash flows.




Item3: Quantitative and Qualitative Disclosure About Market
Risks




Not
applicable.




Item4T: Controls and Procedures.




Our
management conducted an evaluation of the effectiveness of our disclosure
controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)
as of the end of the period covered by this Report. Based on that evaluation, we
have concluded that, as of the end of the period covered by this quarterly
report, our disclosure controls and procedures are ineffective.




However,
it is worth noting that management re-affirms its position that the financial
statements in this report present fairly, in all material respects our financial
position, results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles.




In
designing and evaluating the disclosure controls and procedures, our management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurances of achieving the desired
control objectives, and management necessarily was required to apply its
judgment in designing and evaluating the controls and procedures. The Company is
currently in the process of further reviewing and documenting its disclosure
controls and procedures, and its internal control over financial reporting, and
may from time to time make changes aimed at enhancing their effectiveness and to
ensure that our systems evolve with our business.


22
 Table of Contents




Changes In Internal
Controls.




There was
no change in the Company's internal control over financial reporting during the
three and nine months ended September 30, 2008 that has materially affected, or
is reasonably likely to materially affect, its internal control over financial
reporting.






Part
II - Other Information




Item1: Legal Proceedings




None




Item1A: Risk Factors




The
Company has not identified any material changes from risk factors as previously
disclosed in its Annual Report on Form 10-KSB as filed for the year ended
December 31, 2007.




Item2: Unregistered Sales of Equity Securities and Use of
Proceeds




None




Item3: Defaults Upon Senior Securities




None




Item4: Submission of Matters to a Vote of Security
Holders




None




Item5: Other Information




None


23
 Table of Contents




Item
6: Exhibits




(a)
            Exhibits




31.1
            Certification
      of the CEO pursuant to Section 302 of the Sarbanes-Oxley
    Act.




31.2
            Certification
      of the CFO pursuant to Section 302 of the Sarbanes-Oxley
    Act.




32.1
            Certification
      pursuant to 18 U.S.C. Section 135O, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.




32.2
            Certification
      pursuant to 18 U.S.C. Section 135O, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.






SIGNATURE


Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.





M~WAVE,
      Inc.Date:
      November 13, 2008
                /s/ Jeff FiglewiczJeff
      FiglewiczActing
      Chief Financial Officer


24
 Table of Contents




Exhibit
      IndexExhibitNo.
                                  
                                  Description
                                  
                                  Location10.1
                                  
                                  Industrial
      Building Lease between M-Wave Inc., and 1300 Norwood Associates LLC, dated
      February 27, 2008
                                  
                                  110.2
                                  
                                  Separation
      Agreement and Release between M-Wave, Inc. and Jim Mayer dated April 14,
      2008
                                  
                                  210.3
                                  
                                  Consulting Agreement
      between M-Wave, Inc. and Jim Mayer dated
      April 14, 2008
                                  
                                  210.4
                                  
                                  Separation
      Agreement and Release between M-Wave, Inc. and Jeff Figlewicz dated June
      13, 2008
                                  
                                  310.5
                                  
                                  Consulting
      Agreement between M-Wave, Inc. and Jeff Figlewicz dated June 13,
      2008
                                  
                                  310.6
                                  
                                  Asset
      Purchase Agreement, dated September 9, 2008, by and among M-Wave, Inc.,
      M-Wave International, LLC, Joseph Turek, and Robert Duke
                                  
                                  431.1
                                  
                                  Certification
      of the CEO Pursuant to Sections 302 of the Sarbanes-Oxley
    Act
                                  
                                  Filed
      Herewith31.2
                                  
                                  Certification
      of the CFO Pursuant to Sections 302 of the Sarbanes-Oxley
    Act
                                  
                                  Filed
      Herewith32.1
                                  
                                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act
                                  
                                  Filed
      Herewith32.2
                                  
                                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley
    Act
                                  
                                  Filed
      Herewith(1)
                                  
                                  Incorporated
      herein by reference to the applicable exhibit to the Registrant's form 8-K
      filed March 6, 2008(2)
                                  
                                  Incorporated
      herein by reference to the applicable exhibit to the Registrant's form 8-K
      filed April 17, 2008(3)
                                  
                                  Incorporated
      herein by reference to the applicable exhibit to the Registrant's form 8-K
      filed June 13, 2008(4)
                                  
                                  Incorporated
      herein by reference to the applicable exhibit to the Registrant's form 8-K
      filed September 12, 2008






25