<PAGE>   1
                       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 March 31, 2001                 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                              (I.R.S.  Employer
incorporation or organization)                               identification No.)


216 Evergreen Street, Bensenville, Illinois                        60106
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number including area code:             (630) 860-9542
                                                               --------------



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
    -----

The registrant has 4,572,184 shares of common stock outstanding at May 4, 2001.


                                       1
<PAGE>   2
                         PART I - FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS

                                  M~WAVE, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31      MARCH 31
                                                                                         2000            2001
                                                                                      ------------    ------------
<S>                                                                                   <C>             <C>
                                     ASSETS
CURRENT ASSETS:
    Cash and cash equivalents .....................................................   $  1,230,999    $  3,583,763
    Accounts receivable, net of allowance for doubtful accounts,
     2000- $100,000: 2001- $100,000 ...............................................     12,378,766      10,430,487
    Inventories ...................................................................      8,859,795       6,828,900
    Deferred income taxes .........................................................      1,118,242         960,712
    Prepaid expenses and other ....................................................         47,688         112,392
                                                                                      ------------    ------------
        Total current assets ......................................................     23,635,490      21,916,254
PROPERTY, PLANT AND EQUIPMENT:
    Land, buildings and improvements ..............................................      6,488,057       7,095,538
    Machinery and equipment .......................................................      8,731,449       9,681,942
                                                                                      ------------    ------------
        Total property, plant and equipment .......................................     15,219,506      16,777,480
    Less accumulated depreciation .................................................      6,914,345       7,312,835
                                                                                      ------------    ------------
        Property, plant and equipment-net .........................................      8,305,161       9,464,645
NOTE RECEIVABLE ...................................................................        195,391         191,558
OTHER ASSETS ......................................................................         54,915          54,730
                                                                                      ------------    ------------
TOTAL .............................................................................   $ 32,190,957    $ 31,627,187
                                                                                      ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable ..............................................................   $  6,516,541    $  5,540,434
    Accrued expenses ..............................................................      1,603,474       1,684,884
    Accrued income taxes ..........................................................        146,287       1,285,949
    Current credit line debt ......................................................      5,500,000       2,705,682
    Current portion of long-term debt .............................................      3,229,580       3,153,880
                                                                                      ------------    ------------
        Total current liabilities .................................................     16,995,882      14,370,829

DEFERRED INCOME TAXES .............................................................        522,593         522,593
LONG-TERM DEBT ....................................................................        166,506         151,814
STOCKHOLDERS' EQUITY:
    Preferred stock, $.01 par value; authorized, 1,000,000
      shares; no shares issued ....................................................              0               0
    Common stock, $.01 par value; authorized, 10,000,000 shares
      6,179,112 shares issued and 4,572,184 shares outstanding
      at December 31, 2000, 6,179,112 shares issued and 4,572,184
      shares outstanding at March 31, 2001 ........................................         30,895          30,895
    Additional paid-in capital ....................................................      8,439,072       8,439,072
    Retained earnings .............................................................      7,715,283       9,791,258
    Treasury stock:  1,606,928 shares, at cost ....................................     (1,679,274)     (1,679,274)
                                                                                      ------------    ------------
        Total stockholders' equity ................................................     14,505,976      16,581,951
                                                                                      ------------    ------------
TOTAL .............................................................................   $ 32,190,957    $ 31,627,187
                                                                                      ============    ============
</TABLE>


                See notes to consolidated financial statements.


                                       2
<PAGE>   3
                                  M~WAVE, Inc.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                                  Three months ended March 31,
                                                 ------------------------------
                                                     2000             2001
                                                 ------------      ------------

Net sales ..................................     $  5,372,185      $ 22,526,120
Cost of goods sold .........................        4,598,236        17,589,054
                                                 ------------      ------------
  Gross profit .............................          773,949         4,937,066

Operating expenses:
  General and administrative ...............          335,324           885,247
  Selling and marketing ....................          181,359           471,029
                                                 ------------      ------------
    Total operating expenses ...............          516,683         1,356,276
                                                 ------------      ------------

  Operating income .........................          257,266         3,580,790

Other income (expense):
  Interest income ..........................           19,839            19,335
  Interest expense .........................          (51,068)         (217,958)
  Rental income ............................           51,000            51,000
                                                 ------------      ------------
    Total other income (expense) ...........           19,771          (147,623)
                                                 ------------      ------------

    Income before income  taxes ............          277,037         3,433,167

Provision for income taxes .................          109,518         1,357,192
                                                 ------------      ------------

Net income .................................     $    167,519      $  2,075,975
                                                 ============      ============

Weighted average shares outstanding ........        4,545,988         4,572,184

Basic earnings per share ...................     $       0.04      $       0.45

Diluted shares outstanding .................        4,595,988         4,651,423

Diluted earnings per share .................     $       0.04      $       0.45


                See notes to consolidated financial statements.


                                       3
<PAGE>   4
                                  M~WAVE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three months ended March 31,
                                                                            ----------------------------
                                                                                2000            2001
                                                                            -----------      -----------
<S>                                                                         <C>              <C>
OPERATING ACTIVITIES:
  Net income ...........................................................    $   167,519      $ 2,075,975
  Adjustments to reconcile net loss to net cash flows
    from operating activities:
      Depreciation and amortization ....................................    $   256,500      $   398,490
      Deferred income taxes ............................................    $   101,400      $         0
    Changes in assets and liabilities:
      Accounts receivable-trade ........................................    $   (10,228)     $ 1,948,279
      Inventories ......................................................    $(1,240,323)     $ 2,030,895
      Income taxes .....................................................    $     8,116      $ 1,297,192
      Prepaid expenses and other assets ................................    $    (5,221)     $   (60,686)
      Accounts payable .................................................    $   941,353      $  (976,107)
      Accrued expenses .................................................    $    52,206      $    81,410
                                                                            -----------      -----------
         Net cash flows provided by operating activities................    $   271,322      $ 6,795,448
                                                                            -----------      -----------

INVESTING ACTIVITIES:
  Purchase of property, plant and equipment ............................    $   (31,563)     $(1,557,974)
                                                                            -----------      -----------
         Net cash flows used in investing activities ...................    $   (31,563)     $(1,557,974)

FINANCING ACTIVITIES:
  Common stock issued upon exercise of stock options ...................    $    47,125      $         0
  Payments on short and  long term debt ................................    $   (90,390)     $(2,884,710)
                                                                            -----------      -----------
         Net cash flows used in financing activities ...................    $   (43,265)     $(2,884,710)
                                                                            -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..............................    $   196,494      $ 2,352,764

CASH AND CASH EQUIVALENTS - Beginning of period ........................    $ 2,586,885      $ 1,230,999
                                                                            -----------      -----------
CASH AND CASH EQUIVALENTS - End of period ..............................    $ 2,783,379      $ 3,583,763
                                                                            ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Cash paid during the period for interest ...........................    $   (51,068)     $  (217,958)
    Income tax payments ................................................    $   (60,000)     $         0
</TABLE>


                 See notes to consolidated financial statements.



                                       4
<PAGE>   5
                                   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 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. For further
information, refer to the consolidated financial statements contained in the
Annual Report on Form 10-K for the year ended December 31, 2000 filed March 22,
2001.

2.   BUSINESS

     M~Wave, Inc. through its wholly owned subsidiary Poly Circuits, Inc., is a
value-added service provider of high performance printed circuit boards used in
a variety of telecommunications applications for wireless and internet
communications. M~Wave satisfies its customers needs for high performance
printed circuit boards by using its 30,000 square foot manufacturing facility
located in Bensenville, Illinois and by outsourcing and coordinating the
manufacture of such boards by unaffiliated manufacturer located primarily in the
Far East ("Virtual Manufacturing").

     The Company began Virtual Manufacturing during 2000 by developing
subcontracting relationships with Global manufacturers. The Company typically
begins the Virtual Manufacturing process by manufacturing prototypes and
pre-production printed circuits at its manufacturing facility. The Company often
works closely with customer personnel during this stage to finalize fabrication
details and guidelines for circuit boards. As customers' requirements for
circuit boards develop into higher volumes, the Company subcontracts the
manufacture of the circuit boards to Global manufacturers. The Company continues
to monitor the production and quality control of the circuit boards and works
with its customers and Global manufacturers throughout the Virtual Manufacturing
process. The Company believes that Virtual Manufacturing allows the Company to
satisfy a broader range of its customers' printed circuit board requirements
without incurring substantial capital expenditures for plant, property and
equipment.

     The Company is adding new levels of capacity and organizing its core
manufacturing processes to accommodate the Virtual Manufacturing



                                       5
<PAGE>   6


process. The Company has purchased a 50,000 square foot facility in West Chicago
to enable the Company to provide quick-turn, prototypes to customers and to
manufacture pre-production printed circuit boards for specific customer
applications. These process capabilities are an essential part of the Virtual
Manufacturing process and the Company's ability to attract new customers.

     In addition, the Company produces customer specified bonded assemblies
consisting of a printed circuit board bonded in some manner to a metal carrier
or pallet. One bonding technique used by the Company is Flexlink (TM), a
patented process granted to the Company in 1993. The Company developed an
enhanced version called Flexlink II(TM) in 1996.

     The Company's printed circuit boards and bonded assemblies are used in
wireless communication systems and other devices and equipment operating in the
microwave frequency spectrum of 800 MHz and above. These devices and equipment
include cellular power amplifiers, global positioning satellite systems and
personal communication networks. Many of the Company's printed circuit boards
are Teflon(TM) based and are advantageous for microwave systems because of their
extremely low power losses, coupled with stable, predictable electrical
characteristics.

     The production of Teflon(TM) based printed circuit boards and bonded
assemblies is technologically demanding due to the precise requirements of their
end-use applications and the miniaturization of the microwave frequency
components. To meet these technological demands, the Company has developed
manufacturing processes and designs, which reduce the cost and increase the
manufacturability and reliability of customer systems. Additionally, the Company
emphasizes quality engineering and design support for its customers. The Company
is subject to stringent technical evaluation and ISO certification by many of
its customers.

     The Company markets its products through Company personnel supported by
approximately 18 independent sales organizations. The Company's base of
approximately 100 customers represents a highly sophisticated group of
purchasers.

     Segments within the commercial markets have experienced growth in recent
years due to: (i) increased efficiency of microwave systems; (ii) a commercial
market based upon increasing acceptance of microwave frequency products; (iii) a
continuing need to upgrade systems based upon microwave technology; and (iv)
crowding of the available frequency spectrum below 800 MHz. The Company's
strategy is to increase sales of its commercial products to support the growth
of its customers in these industry segments.



                                       6
<PAGE>   7

3.   INVENTORIES

     Inventories are carried at the lower of first-in, first-out (FIFO) cost or
market. Substantially all the Company's inventories are in work in process.

4.   DEBT

     The Company has a mortgage loan of $1,586,000 for the facility at P C
Dynamics Corporation in Frisco, Texas. Interest is at the prime rate (8.00% at
March 31, 2001) plus 1/2%. The loan is payable in monthly installments of
principal and interest and is due in October 2001.

     The Company has an installment loan of $211,000 collateralized by certain
fixed assets of the Company. Interest on this loan is at the prime rate. The
loan is payable in monthly installments of principal and interest and is due in
October 2004.

     The Company has a Land Acquisition loan, for the purpose of financing the
acquisition of certain property in West Chicago, Illinois, of $1,509,000
collateralized by certain assets of the Company. Interest on this loan is at the
prime rate. Interest is due monthly. The loan is due on September 30, 2001.

     The Company has a $10,000,000 line of credit available based on 80% of the
eligible accounts receivable and 50% of eligible inventory to fund the working
capital needs of the Company. Interest is at the prime rate (8.00% at March 31,
2001) plus 1/2%. The agreement expires May 31, 2001 and is renewable annually at
the mutual consent of the Company and the lender. The outstanding balance under
the line of credit at March 31, 2001 was $2,706,000.

5.   LITIGATION

     The Company is a party to various actions and proceedings related to its
normal business operations. The Company believes that the outcome of this
litigation will not have a material adverse effect on the financial position or
results of operations of the Company.



                                       7
<PAGE>   8

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS FOR THE QUARTER ENDED MARCH 31, 2001 COMPARED TO THE QUARTER ENDED MARCH
31, 2000

NET SALES

     Net sales were $22,526,000 for the first quarter ended March 31, 2001, an
increase of $17,154,000 or 319% above the first quarter of 2000. The increase in
net sales is directly related to "Virtual manufacturing." Virtual Manufacturing
accounted for approximately $21,150,000 of net sales in the first quarter of
2001 compared to $4,412,000 of net sales in the first quarter of 2000.

     Net sales to Lucent were $20,203,000 in the first quarter of 2001 compared
to $4,412,000 in the first quarter of 2000.

     Lucent accounted for 90% of the Company's net sales for the first quarter
ended March 31, 2001 compared to 82% in the first quarter of 2000.

GROSS PROFIT AND COST OF GOODS SOLD

     The Company's gross profit for the first quarter of 2001 was $4,937,000
compared to $774,000 for the first quarter of 2000. Gross Margin increased to
approximately 22% in the first quarter of 2001 from approximately 14% in the
first quarter of 2000. The increase is a result of increased sales and improved
efficiencies and the Company's decision to adopt Virtual Manufacturing.

OPERATING EXPENSES

     General and administrative expenses were $885,000 or 3.9% of net sales in
the first quarter of 2001 compared to $335,000 or 6.2% of net sales in the first
quarter of 2000. General and administrative expenses consist primarily of
salaries and benefits, professional services, depreciation of office equipment,
computer systems and occupancy expenses. Payroll related expenses were up
$368,000 due to additional employees. Professional services, which include legal
and auditing fees, were up $107,000.

     Selling and marketing expenses were $471,000 or 2.1% of net sales in the
first quarter of 2001 compared to $181,000 or 3.4% of net sales in the first
quarter of 2000. Selling and marketing expenses include the cost of salaries,
advertising and promoting the Company's products, and commissions paid to
independent sales organizations. Commissions paid to independent sales
organizations were up $221,000.



                                       8
<PAGE>   9

OPERATING INCOME

     Operating income was $3,581,000 or 15.9% in the first quarter of 2001
compared to an operating income of $257,000 or 4.8% of net sales in the first
quarter of 2000, an increase of $3,324,000. The changes in operating income
reflect primarily the changes in net sales, gross profit and cost of goods sold
and operating expenses as discussed above. The change in operating income can be
summarized as follows:

Increase in net sales                                    $2,471,000
Increase in gross margin                                  1,692,000
Increase in operating expenses                             (839,000)
                                                         ----------

Increase in operating income                             $3,324,000

INTEREST INCOME

     Interest income from short-term investments was $19,000 in the first
quarter of 2001 compared to $20,000 in the first quarter of 2000. Rental income
from the P C Dynamics facility was $51,000 in the first quarter of 2001 and the
first quarter of 2000.

INTEREST EXPENSE

     Interest expense, primarily related to the Company's mortgage obligation on
its P C Dynamics facility and short-term credit facility was $218,000 in the
first quarter of 2001 compared to $51,000 in the first quarter of 2000.

INCOME TAXES

     In the first quarter of 2001 and the first quarter of 2000 the Company had
an effective tax credit rate of 39.5%.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided from operations was $6,795,000 for the first three months
of 2001 compared to $271,000 for the first three months of 2000. Accounts
receivables decreased $1,948,000. Inventories decreased $2,031,000. Accounts
payable decreased ($976,000). Depreciation and amortization was $398,000.

     Capital expenditures mainly relating to the new West Chicago facility were
$1,558,000 in the first three months of 2001. Capital expenditures to improve
manufacturing processes were $32,000 in the first three months of 2000.



                                       9
<PAGE>   10
     The Company has a mortgage loan of $1,586,000 for the facility at P C
Dynamics Corporation in Frisco, Texas. Interest is at the prime rate (8.00% at
march 31, 2001) plus 1/2%. The loan is payable in monthly installments of
principal and interest and is due in October 2001.

     The Company has an installment loan of $211,000 collateralized by certain
fixed assets of the Company. Interest on this loan is at the prime rate. The
loan is payable in monthly installments of principal and interest and is due in
October 2004.

     The Company has a Land Acquisition loan, for the purpose of financing the
acquisition of certain property in West Chicago, Illinois, of $1,509,000
collateralized by certain assets of the Company. Interest on this loan is at the
prime rate. Interest is due monthly. The loan is due on September 30, 2001.

     The Company has a $10,000,000 line of credit available based on 80% of the
eligible accounts receivable and 50% of eligible inventory to fund the working
capital needs of the Company. Interest is at the prime rate (8.00% at March 31,
2001) plus 1/2%. The agreement expires May 15, 2001 and is renewable annually at
the mutual consent of the Company and the lender. The outstanding balance under
the line of credit at March 31, 2001 was $2,706,000.

     As of March 31, 2001, the Company has $6,011,000 of debt and $3,584,000 of
cash and cash equivalents. Management believes that funds generated from
operations, coupled with the Company's cash and investment balances and its
capacity for debt will be sufficient to fund current business operations.

INFLATION

     Management believes inflation has not had a material effect on the
Company's operation or on its financial position.

FOREIGN CURRENCY TRANSACTIONS

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

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     As a supplier to microwave manufacturers, the Company is dependent upon the
success of its customers in developing and successfully marketing end-user
microwave systems. The Company is currently working on several development
programs for its customers. The development of commercial applications for
microwave systems and the timing and size of production



                                       10
<PAGE>   11

schedules for these programs is uncertain and beyond the control of the Company.
There can be no assurance that these development programs will have a favorable
impact on the Company's operating results. Although management believes some of
these products and programs may ultimately develop into successful commercial
applications, such developments could result in periodic fluctuations in the
Company's operating results. As a result of these considerations, the Company
has historically found it difficult to project operating results.

     The Company expects that a small number of customers will continue to
account for a substantial majority of its sales and that the relative dollar
amount and mix of products sold to any of these customers can change
significantly from year to year. There can be no assurance that the Company's
major customers will continue to purchase products from the Company at current
levels, or that the mix of products purchased will be in the same ratio. The
loss of the Company's largest customer or a change in the mix of product sales
would have a material adverse effect on the Company.

     In addition, future results may be impacted by a number of other factors,
including the Company's dependence on suppliers and subcontractors for
components; the Company's ability to respond to technical advances; successful
award of contracts under bid; design and production delays; cancellation or
reduction of contract orders; the Company's effective utilization of existing
and new manufacturing resources and the "Virtual Manufacturing" process; and
pricing pressures by key customers.

     The Company's future success is highly dependent upon its ability to
manufacture products that incorporate new technology and are priced
competitively. The market for the Company's products is characterized by rapid
technology advances and industry-wide competition. This competitive environment
has resulted in downward pressure on gross margins. In addition, the Company's
business has evolved towards the production of relatively smaller quantities of
more complex products, the Company expects that it will at times encounter
difficulty in maintaining its past yield standards. There can be no assurance
that the Company will be able to develop technologically advanced products or
that future-pricing actions by the Company and its competitors will not have a
material adverse effect on the Company's results of operations.

     The Company is dependent upon unaffiliated foreign companies for the
manufacture of printed circuit boards as part of its Virtual Manufacturing
process. The Company's arrangements with manufacturers are subject to the risks
of doing business abroad, such as import duties, trade restrictions, production
delays due to unavailability of parts or components, transportation delays, work
stoppages, foreign currency fluctuations, political instability and



                                       11
<PAGE>   12

other factors which could have an adverse effect on the Company's business,
financial condition and results of operations. The Company believes that the
loss of any one or more of its suppliers would not have a long term material
adverse effect on its business, financial condition and results of operations
because other manufacturers would be able to increase production to fulfill its
requirements. However, the loss of certain suppliers, could, in the short term
adversely affect its business until alternative supply arrangements were
secured.

     Although the Company has experienced substantial growth in revenue in the
last year and intends to continue to grow rapidly, there can be no assurance
that the growth experienced by the Company will continue or that the Company
will be able to achieve the growth contemplated by its business strategy. The
Company's ability to continue to grow may be affected by various factors, many
of which are not within the Company's control, including competition in the
telecommunications industry. This growth has placed, and is expected to continue
to place, significant demands on all aspects of the Company's business.
Including its administrative, technical and financial personnel and systems. The
company's future operating results will substantially depend on the ability of
its officers and key employees to manage such anticipated growth, to attract and
retain additional highly qualified management, technical and financial
personnel, and to implement and/or improve its technical, administrative,
financial control and reporting systems.




                                       12
<PAGE>   13
                           PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

     None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     10.14    Employment agreement dated January 29, 2001 between the Company
              and Joseph A. Turek

     10.15    Employment agreement dated January 29, 2001 between the Company
              and Paul H. Schmitt

     10.16    Employment agreement dated January 29, 2001 between the Company
              and Mark Anderson

     10.17    Employment agreement dated January 29, 2001 between the Company
              and Dan Gosselin

     10.18    Employment agreement dated January 29, 2001 between the Company
              and Richard Golden







                                       13
<PAGE>   14

                                    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: May 4, 2001                                        /s/  PAUL H. SCHMITT
                                                         -----------------------
                                                             Paul H. Schmitt
                                                         Chief Financial Officer









                                       14
<PAGE>   15
                                  EXHIBIT INDEX


EXHIBIT
  NO.                                   DESCRIPTION
-------        -----------------------------------------------------------------

10.14          Employment agreement dated January 29, 2001 between the Company
               and Joseph A. Turek

10.15          Employment agreement dated January 29, 2001 between the Company
               and Paul H. Schmitt

10.16          Employment agreement dated January 29, 2001 between the Company
               and Mark Anderson

10.17          Employment agreement dated January 29, 2001 between the Company
               and Dan Gosselin


10.18          Employment agreement dated January 29, 2001 between the Company
               and Richard Golden






















                                       15