Powerwave Technologies, Inc. (the "Company") is providing updated consolidated financial statements as of January 1, 2012 for each of the three years in the period ended January 1, 2012 (the "Consolidated Financial Statements.")

In the Company's unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (filed on November 9, 2012), the Company disclosed certain conditions subsequent to 2011, including significant negative cash flows from operations, declining revenue and cash expenses from restructuring activities that raises substantial doubt about its ability to continue as a going concern.

The updated Consolidated Financial Statements attached to this Current Report include the following changes: (i) The information included in "Note 19 - Subsequent Event" has been added to the Company's Annual Report on Form 10-K filed on February 28, 2012 related to the Company's ability to continue as a going concern; and (ii) Deloitte & Touche LLP, the Company's independent registered public accounting firm, reissued its report and included an explanatory paragraph related to the Company's ability to continue as a going concern. The updated Consolidated Financial Statements are not being filed as a result of an error in the Company's previously filed financial statements and no other changes or modifications have been made to the Consolidated Financial Statements.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

The following exhibits are furnished as part of this report.

Exhibit
Number       Description

23.1         Updated Consent of Independent Registered Public Accounting Firm.

99.1         Updated Report of Independent Registered Public Accounting Firm and
             Consolidated Financial Statements of the Company.