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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., 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: May 14, 2004

/s/ Jim Mayer
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Jim Mayer
Chief Financial Officer


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