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                                  EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jim Mayer, Chief Financial Officer of M~Wave, Inc., at June 30, 2004, certify
that:

      1.    I have reviewed this quarterly report on Form 10-QSB of M~Wave,
            Inc.;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the small business issuer as of, and for, the periods
            presented in this report;

      4.    The small business issuer's other certifying officer and I are
            responsible for establishing and maintaining disclosure controls and
            procedures (as defined in Exchange Act Rules 13a-15(e) and
            15d-15(e)) and internal control over financial reporting (as defined
            in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
            business issuer and have:

                  (a)   designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the small business issuer,
                        including its consolidated subsidiaries, is made known
                        to us by others within those entities, particularly
                        during the period in which this report is being
                        prepared;

                  (b)   designed such internal control over financial reporting,
                        or caused such internal control over financial reporting
                        to be designed under our supervision, to provide
                        reasonable assurance regarding the reliability of
                        financial reporting and the preparation of financial
                        statements for

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                        external purposes in accordance with generally accepted
                        accounting principles;

                  (c)   evaluated the effectiveness of the small business
                        issuer's disclosure controls and procedures and
                        presented in this report our conclusions about the
                        effectiveness of the disclosure controls and procedures,
                        as of the end of the period covered by this report based
                        on such evaluation; and

                  (d)   disclosed in this report any change in the small
                        business issuer's internal control over financial
                        reporting that occurred during the small business
                        issuer's most recent fiscal quarter that has materially
                        affected, or is reasonably likely to materially affect,
                        the small business issuer's internal control over
                        financial reporting; and

      5.    The small business issuer's other certifying officer and I have
            disclosed, based on our most recent evaluation of internal control
            over financial reporting, to the small business issuer's auditors
            and the audit committee of the small business issuer's board of
            directors (or persons performing the equivalent function):

                  (a)   all significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the small business issuer's ability to
                        record, process, summarize and report financial
                        information; and

                  (b)   any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the small business issuer's internal control
                        over financial reporting.

      Date: August 13, 2004

/s/ Jim Mayer
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Jim Mayer
Chief Financial Officer at June 30, 2004

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