<PAGE>
                       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, 2002                 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 4,476,297 shares of common stock outstanding at May 2, 2002.


                                       1
<PAGE>
                                  M~WAVE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                          DECEMBER 31         MARCH 31
                                                                             2001               2002
                                                                         ------------       ------------
                            ASSETS
<S>                                                                      <C>                <C>
CURRENT ASSETS:
    Cash and cash equivalents .....................................      $  2,102,784       $  3,044,595
    Accounts receivable, net of allowance for doubtful accounts,
     2001- $100,000: 2002- $100,000 ...............................         8,829,686          6,633,669
    Inventories ...................................................         1,564,008          2,928,758
    Refundable income taxes .......................................                 0            139,271
    Deferred income taxes .........................................         1,313,644          1,150,390
    Prepaid expenses and other ....................................           105,613             95,507
    Restricted cash ...............................................           604,489            969,638
                                                                         ------------       ------------
        Total current assets ......................................        14,520,224         14,961,828
PROPERTY, PLANT AND EQUIPMENT:
    Land, buildings and improvements ..............................         7,219,799          7,594,397
    Machinery and equipment .......................................        13,062,860         13,890,213
                                                                         ------------       ------------
        Total property, plant and equipment .......................        20,282,659         21,484,610
    Less accumulated depreciation and amortization ................        (7,836,882)        (8,214,882)
                                                                         ------------       ------------
        Property, plant and equipment-net .........................        12,445,777         13,269,728
OTHER ASSETS ......................................................           331,731            308,979
                                                                         ------------       ------------
TOTAL .............................................................      $ 27,297,732       $ 28,540,535
                                                                         ============       ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable ..............................................      $  3,112,370       $  3,935,340
    Accrued expenses ..............................................         1,491,547          1,181,889
    Accrued income taxes ..........................................           152,931                  0
    Current portion of long-term debt .............................         1,378,767          1,378,767
                                                                         ------------       ------------
        Total current liabilities .................................         6,135,615          6,495,996

DEFERRED INCOME TAXES .............................................           663,830            500,576
LONG-TERM DEBT ....................................................         2,743,527          3,445,926
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 4,456,294 shares outstanding
      at December 31, 2001 and March 31, 2002 .....................            30,895             30,895
    Additional paid-in capital ....................................         8,439,072          8,439,072
    Retained earnings .............................................        11,512,072         11,855,349
    Treasury stock, at cost, 1,606,928 shares, at December 31, 2001
     and March 31, 2002 ...........................................        (2,227,279)        (2,227,279)
                                                                         ------------       ------------
        Total stockholders' equity ................................        17,754,760         18,067,142
                                                                         ------------       ------------
TOTAL .............................................................      $ 27,297,732       $ 28,509,640
                                                                         ============       ============
</TABLE>

                                       2

                See notes to consolidated financial statements.

<PAGE>
                                  M~WAVE, Inc.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)


                                                  Three months ended March 31,
                                               --------------------------------
                                                   2001                 2002
                                               ------------        ------------

Net sales ..............................       $ 22,526,120        $  8,313,754
Cost of goods sold .....................         17,589,054           6,697,973
                                               ------------        ------------
  Gross profit .........................          4,937,066           1,615,781

Operating expenses:
  General and administrative ...........            885,247             593,276
  Selling and marketing ................            471,029             482,058
                                               ------------        ------------
    Total operating expenses ...........          1,356,276           1,075,334
                                               ------------        ------------

  Operating income .....................          3,580,790             540,447

Other income (expense):
  Interest income ......................             19,335              62,893
  Interest expense .....................           (217,958)            (42,265)
  Rental income ........................             51,000                   0
                                               ------------        ------------
    Total other income (expense) .......           (147,623)             20,628
                                               ------------        ------------

    Income before income  taxes ........          3,433,167             561,075

Provision for income taxes .............          1,357,192             217,798
                                               ------------        ------------

Net income .............................       $  2,075,975        $    343,277
                                               ============        ============

Weighted average shares outstanding ....          4,572,184           4,456,294

Basic earnings per share ...............       $       0.45        $       0.08



                 See notes to consolidated financial statements.

                                       3

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


<TABLE>
<CAPTION>
                                                                                Three months ended March 31,
                                                                               -----------------------------
                                                                                  2001              2002
                                                                               -----------       -----------
<S>                                                                             <C>               <C>
OPERATING ACTIVITIES:
  Net income ...............................................................    $ 2,075,975       $   343,277
  Adjustments to reconcile net income to net cash flows
    from operating activities:
      Depreciation and amortization ........................................    $   398,490       $   378,000
    Changes in assets and liabilities:
      Accounts receivable-trade ............................................    $ 1,948,279       $ 2,196,017
      Inventories ..........................................................    $ 2,030,895       $(1,364,750)
      Income taxes .........................................................    $ 1,297,192       $  (292,202)
      Prepaid expenses and other assets ....................................    $   (60,686)      $    32,858
      Restricted cash ......................................................    $         0       $  (365,149)
      Accounts payable .....................................................    $  (976,107)      $   822,970
      Accrued expenses .....................................................    $    81,410       $  (309,658)
                                                                                -----------       -----------
         Net cash flows provided by operating activities ...................    $ 6,795,448       $ 1,441,363
                                                                                -----------       -----------

INVESTING ACTIVITIES:
  Purchase of property, plant and equipment ................................    $(1,557,974)      $(1,201,951)
                                                                                -----------       -----------
         Net cash flows used in investing activities .......................    $(1,557,974)      $(1,201,951)
                                                                                -----------       -----------

FINANCING ACTIVITIES:
  Long term debt ...........................................................    $         0       $   717,090
  Payments on short and long term debt .....................................    $(2,884,710)      $   (14,691)
                                                                                -----------       -----------
         Net cash flows used in (provided by) financing activities..........    $(2,884,710)      $   702,399
                                                                                -----------       -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..................................    $ 2,352,764       $   941,811

CASH AND CASH EQUIVALENTS - Beginning of period ............................    $ 1,230,999       $ 2,102,784
                                                                                -----------       -----------
CASH AND CASH EQUIVALENTS - End of period ..................................    $ 3,583,763       $ 3,044,595
                                                                                ===========       ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Cash paid during the period for interest ...............................    $   217,958       $    42,226
    Income tax refunds/ (payments) .........................................    $         0       $   510,000
</TABLE>


                                       4

                See notes to consolidated financial statements.

<PAGE>
                                   M~WAVE,Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

 3.   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. For further information, refer to
   the consolidated financial statements contained in the Annual Report on Form
   10-K for the year ended December 31, 2001 filed March 28, 2002.

 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 digital and high frequency applications for wireless and
   industrial electronics applications. M~Wave satisfies its customers
   requirements for wireless and industrial electronics application by using its
   50,000 square foot state-of-the-art prototype and small volume facility
   located in West Chicago, Illinois and by outsourcing and coordinating the
   manufacture of such boards by a global base of suppliers located primarily in
   the Far East ("Virtual Manufacturing"). Virtual Manufacturing contractually
   supplies all the printed circuit needs of our customers by managing the
   complete procurement process. We deliver products when the customer needs
   them through either consignment inventory control or just-in-time programs.

      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





                                       5

<PAGE>
   customers' printed circuit board requirements without incurring substantial
   capital expenditures for plant, property and equipment.

      The Company added new levels of capacity in 2001 with the addition of its
   new facility in West Chicago, Illinois. The new state-of-the-art 50,000
   square foot facility in West Chicago enables the Company to provide
   quick-turn prototypes to customers and to manufacture pre-production printed
   circuit boards for specific customer application. 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 a
   variety of telecommunications and industrial electronic applications. 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 regional sales managers supported
   by independent sales organizations. the Company's base of approximately 100
   customers represents a highly sophisticated group of purchasers.

      M~wave was incorporated in Delaware in January 1992 in connection with a
   100 for 1 share exchange with the former stockholders of poly Circuits, Inc.
   the Company's executive offices are located at 216 Evergreen Street,
   Bensenville, Illinois, 60106, and its telephone number is (630) 860-9542.




                                       6
<PAGE>

      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 an installment loan of $152,000 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.

      On July 26, 2001, the Company signed an agreement with the Illinois
   Development Finance Authority to borrow up to a maximum $8,100,000 to finance
   its facility in West Chicago, Illinois. Borrowings can be disbursed, in
   accordance with the agreement, to the Company for up to three years. Interest
   is set on a weekly basis, based upon the interest rates of comparable
   tax-exempt bonds under prevailing market conditions. The interest rate at
   March 31, 2002 was 1.65%. The term of the bond is 20 years with the first
   payment of $1,320,000 due in July 2002. Through March 31, 2002 the Company
   has financed $4,673,000.

      Revolving credit borrowings and the mortgage notes are cross-defaulted and
   cross-collateralized. The credit agreement, as amended May 15, 2001 requires
   the Company to maintain a stipulated amount of tangible net worth and cash
   flow coverage ratio, as defined. The covenants were waived at March 31, 2002.

      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 (4.75% at
   March 31, 2002) plus 1/2%. The agreement expires May 15, 2002 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, 2002 was $0. The
   Company believes the agreement will be renewed.

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

RESULTS FOR THE QUARTER ENDED MARCH 31, 2002 COMPARED TO THE QUARTER ENDED MARCH
31, 2001

NET SALES

     Net sales were $8,314,000 for the first quarter ended March 31, 2002, a
decrease of $14,212,000 or 63% below the first quarter of 2001. The decrease in
net sales is directly related to a drop in demand. Virtual Manufacturing
accounted for approximately $6,450,000 of net sales in the first quarter of 2002
compared to $21,080,000 of net sales in the first quarter of 2001.

     Net sales to Lucent were $19,598,000 in the first quarter of 2001 compared
to $0 in the first quarter of 2002. Net sales to Celestica were $5,588,000 in
the first quarter of 2002 compared to $917,000 in the first quarter of 2001. On
September 1, 2001, Lucent transitioned a segment of their manufacturing
operations at Columbus, Ohio to Celestica. Celestica is based in Toronto,
Canada. On September 1, 2001, Lucent also transferred most of their open
purchase orders with the Company to Celestica.

     Celestica accounted for 67% of the Company's net sales for the first
quarter ended March 31, 2002 compared to 1% in the first quarter of 2001. Lucent
accounted for 87% of the Company's net sales for the first quarter ended March
31, 2001. Spectrian accounted for 9% of the Company's net sales for the first
quarter ended March 31, 2002 compared to 1% in the first quarter of 2001.
Westell, a new Virtual Manufacturing customer, accounted for 8% of the Company's
net sales for the first quarter ended March 31, 2002.

GROSS PROFIT AND COST OF GOODS SOLD

     The Company's gross profit for the first quarter of 2002 was $1,616,000
compared to $4,937,000 for the first quarter of 2001. The decrease in gross
profit is a result of the reduction in net sales. Gross Margin decreased to
approximately 19% in the first quarter of 2002 from approximately 21% in the
first quarter of 2001. The Company enjoys improved efficiencies at higher sales
levels.

OPERATING EXPENSES

     General and administrative expenses were $593,000 or 7.1% of net sales in
the first quarter of 2002 compared to $885,000 or 3.9% of net sales in the first
quarter of 2001. 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 down
$240,000





                                       8

<PAGE>

due to a reduction in the bonus award. Professional services, which include
legal and auditing fees, were down $49,000.

     Selling and marketing expenses were $482,000 or 5.8% of net sales in the
first quarter of 2002 compared to $471,000 or 2.1% of net sales in the first
quarter of 2001. 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 down $145,000. Payroll related expenses were up $131,000 with
the addition of four regional sales managers and support staff.

OPERATING INCOME

     Operating income was $540,000 or 6.5% of net sales in the first quarter of
2002 compared to an operating income of $3,581,000 or 15.9% of net sales in the
first quarter of 2001, a decrease of $3,040,000. 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:

Decrease in net sales                                  ($3,114,000)
Decrease in gross margin                                  (206,000)
Increase in operating expenses                             280,000
                                                       -----------

Decrease in operating income                           ($3,040,000)

INTEREST INCOME

     Interest income from short-term investments was $63,000 in the first
quarter of 2002 compared to $19,000 in the first quarter of 2001. Rental income
from the P C Dynamics facility was $51,000 in the first quarter of 2001. The
Company sold the P C Dynamics facility in the fourth quarter of 2001.

INTEREST EXPENSE

     Interest expense, primarily related to the Industrial Revenue Bond was
$42,000 in the first quarter of 2002 compared to $218,000 in the first quarter
of 2001. The Company had a mortgage obligation on the P C Dynamics facility in
the first quarter of 2001.

INCOME TAXES

     In the first quarter of 2002, the Company had an effective tax rate of
38.8% compared to 39.5% in the first quarter of 2001.







                                       9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Net cash flows provided by operations was $1,441,000 for the three months
ended March 31, 2002 compared to providing $6,795,000 for the first three months
of 2001. Accounts receivables decreased $2,196,000. Inventories increased
$1,365,000. Accounts payable increased $823,000. Depreciation and amortization
was $378,000.

     Capital expenditures mainly relating to the new West Chicago facility were
$1,202,000 for the three months ended March 31, 2002. The Company plans to spend
approximately $3,000,000 in 2002 on capital expenditures mainly relating to the
West Chicago facility. The capital expenditures will be financed partially
through the Industrial Revenue Bond.

     The Company has an installment loan of $152,000 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 completed financing of $8,100,000 from the Illinois Development
Finance Authority's 2001 maximum limit on tax-exempt private activity bonds to
finance its facility in West Chicago, Illinois on July 26, 2001. The bond
replaced approximately $2,865,000 of credit line debt, which had an interest
rate of 6% at the time. The interest on the bond is set weekly: the current rate
for the week ending March 31, 2002 was approximately 1.65%. The outstanding
balance as March 31, 2002 was $4,673,000. The term of the loan is 20 years with
the first payment of $1,320,000 due in July 2002. The Company has been making
monthly sinking fund payments of $120,000 per the terms of the agreement. The
Company also entered into a five-year agreement on September 4, 2001 with
American National Bank and Trust Company of Chicago hedging $4,000,000 of the
Industrial Bond Debt at a 4.24% rate of interest.

     The terms of the Company's long-term bank debt represent the borrowing
rates currently available to the Company; accordingly, the fair value of this
debt approximates its carrying amount.

     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 (4.75% at March 31,
2002) plus 1/2%. The agreement expires May 15, 2002 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, 2002 was $0. The Company believes the agreement
will be renewed.




                                       10

<PAGE>
     As of March 31, 2002, the Company has $4,825,000 of debt and $3,045,000 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 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






                                       11
<PAGE>

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 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 intends to continue to grow its revenues, 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>
                           PART II - OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

         None












                                       13

<PAGE>
ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         None












                                       14
<PAGE>
                                    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 2, 2002                             /s/   PAUL H. SCHMITT
                                              -------------------------
                                                    Paul H. Schmitt
                                                Chief Financial Officer








                                       15

<PAGE>
                                  EXHIBIT INDEX


EXHIBIT
  NO.                                     DESCRIPTION
-------         -------------------------------------------------------------
                       None




















                                       16