UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF ~~The~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~May~~September 3025, 2006

Date of Report (Date of earliest event reported)

Commission File Number: 000-27743

PAC-WEST TELECOMM, INC.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	68-0383568 (I.R.S. Employer Identification No.)
California	000-27743	68-0383568
1776 W. March Lane, Suite 250 Stockton, California (Address of principal executive offices)	95207 (Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1776 W. March Lane, Suite 250
Stockton, California		95207
(Address of principal executive offices)		(Zip Code)

(209) 926-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On ~~May 30~~September 25, 2006, Pac-West Telecomm, Inc. (the “Company”), Pac-West Telecom of Virginia, Inc., PWT Services, Inc., and PWT of New York, Inc. (collectively, the “Borrowers”) entered into a ~~Third~~Fifth Amendment to Loan and Security Agreement (the “Amendment”) with Comerica Bank (the “Bank”), which amends that certain Loan and Security Agreement, dated as of November 9, 2005, by anand between the Borrowers and the Bank (as amended, the “Loan and Security Agreement”).

The Amendment provides in part that the Borrowers shall not be required to comply with the financial covenants set forth in Sections 6.7(a) (Adjusted Quick Ratio), 6.7(c) (Debt Service Coverage Ratio) and 6.7(d) (Total Liabilities to Effective Tangible Net Worth) of the Loan and Security Agreement during the period commencing on May 1, 2006 through and including ~~June~~November 30, 2006. The Amendment ~~was~~further ~~entered~~provides ~~into~~that ~~following~~during ~~receipt from~~ the ~~Bank~~period byfrom ~~the~~September ~~Company~~30, on2006 ~~May 11,~~through ~~2006~~and ofincluding aNovember ~~waiver~~30, ~~covering~~2006 the ~~Borrowers~~minimum ~~non-compliance~~balance ~~with~~of ~~the~~cash ~~financial~~required ~~covenants~~to be ~~set~~maintained ~~forth~~on indeposit ~~Sections~~at ~~6.7(a)~~the ~~and~~Bank by Borrowers pursuant to Section 6.7 (db) shall ofbe ~~the~~Two ~~Loan~~Million ~~and~~Five ~~Security Agreement.~~Hundred InThousand ~~addition~~($2,500,000) ~~the~~Dollars ~~Amendment~~in ~~provides~~excess ~~that Borrowers may request~~of ~~additional credit extensions under~~ the ~~Loan and Security Agreement once the~~ ~~Borrowers~~outstanding ~~are~~obligations inof ~~pro~~Borrowers ~~forma~~to ~~compliance with Sections 6~~Bank.~~7(a),~~ ~~6.7(c) and 6.7(d).~~

~~The~~If the Company ~~does~~violates ~~not~~the ~~currently~~Minimum ~~expect~~Cash tofinancial ~~regain~~covenant ~~compliance~~or ~~with~~is ~~the~~otherwise ~~financial~~not in ~~covenants~~compliance ~~set~~with ~~forth~~the inAdjusted ~~Sections~~Quick ~~6.7(a)~~Ratio, ~~(Adjusted~~Debt ~~Quick~~Service Coverage Ratio) and ~~6.7(d) (~~Total Liabilities to Effective Tangible Net Worth) offinancial covenants following the waiver ~~Loan~~period, and ~~Security~~the ~~Agreement on~~Bank oris ~~prior~~unwilling to ~~June~~grant ~~30,~~a ~~2006,~~waiver ~~the~~or ~~last~~enter ~~day~~into ~~Borrower~~an amendment that relieves the Borrowers’s obligation to comply with these financial ~~such~~ covenants, isthe ~~waived~~Bank ~~under~~will ~~the~~have ~~Amendment.~~available Asto ~~such,~~it all of the ~~Company~~remedies ~~expects~~provided ~~that~~for itunder ~~will~~the beLoan ~~necessary~~and toSecurity ~~request~~Agreement, ~~from~~including the ~~Bank~~right anto ~~additional waiver under~~accelerate, ~~and/~~or ~~negotiate~~declare ~~with~~due ~~the~~and ~~Bank~~payable, anall ~~additional~~outstanding ~~amendment~~amounts ~~to,~~under the Loan and Security Agreement. toAs ~~provide~~of ~~the~~August ~~Company~~31, ~~additional time to comply~~2006, ~~and/or reduce~~ the ~~burden~~ ofCompany ~~complying,~~had ~~with~~outstanding ~~these~~$9.8 ~~financial covenants for periods after June~~million ~~30,~~in ~~2006.~~obligations ~~There~~under ~~can~~the beLoan noand ~~assurances~~Security ~~that~~Agreement ~~the~~and ~~Bank~~approximately ~~will~~$24.2 million ~~agree~~in tocash ~~such~~and ~~a request~~cash equivalents.

IfAs ~~the Company~~previously isdisclosed, ~~not~~the inCompany ~~compliance~~believes ~~with~~that ~~one~~it orwill ~~more~~need ofto ~~the~~find ~~financial~~additional ~~covenants after~~financing ~~June~~in ~~30,~~order ~~2006~~to ~~and~~maintain ~~the~~sufficient ~~Bank~~liquidity isand ~~unwilling~~capital ~~to grant a waiver~~resources. orIn ~~enter into~~ an effort ~~amendment that relieves the Borrowers’ obligation~~ to ~~comply with~~address ~~these~~our ~~financial~~financing ~~covenants~~needs, ~~the~~we ~~Bank will~~ have ~~available~~retained tothe itservices ~~all~~ of ~~the~~a ~~remedies~~financial ~~provided~~advisory ~~for~~firm, ~~under~~and ~~the~~together ~~Loan~~with ~~and~~such ~~Security~~firm ~~Agreement,~~are ~~including~~in the ~~right to~~ ~~accelerate,~~process ~~or declare due and payable, all outstanding amounts under the~~of ~~Loan~~exploring ~~and~~strategic ~~Security Agreement~~alternatives, ~~which~~including israising ~~currently~~additional ~~about~~debt ~~$10.5~~or ~~million. As of~~equity ~~March 31~~financing, ~~2006,~~entry ~~the~~into ~~Company~~strategic ~~had~~relationships ~~$22.7~~or ~~million~~joint inventures ~~cash~~ and ~~cash equivalents.~~merger and acquisitions.

~~Item 9~~If we are unable to secure additional financing, it will likely become necessary for us to significantly curtail our operations in order to meet our debt service obligations and even if we did take such actions to permit us to service our debt, we would not meet any of the financial covenants required under the Loan and Security Agreement.01 In the event of our non-compliance with the covenants ~~Financial~~ of ~~Statements~~the Loan and ~~Exhibits~~ Security Agreement at any future time, Comerica could exercise its rights under the agreement, and call the loan. Such action would have a fundamental adverse impact on our ability to continue to operate and to meet other obligations.

~~(d) Exhibits.~~ SIGNATURES

~~10.1 Third Amendment~~ Pursuant to ~~Loan~~the ~~and~~requirements ~~Security~~of ~~Agreement~~the ~~dated~~Securities asExchange Act of ~~May 30~~1934, ~~2006~~as amended, bythe Registrant ~~and~~has ~~between~~duly ~~Comerica~~caused ~~Bank~~this ~~and~~report ~~Pac-West~~to ~~Telecomm,~~be ~~Inc.,~~signed ~~Pac-West~~on ~~Telecom~~its ofbehalf ~~Virginia,~~by ~~Inc.~~the undersigned, ~~PWT~~hereunto ~~Services,~~duly ~~Inc~~authorized.~~, and PWT of New York, Inc.~~

			PAC-WEST TELECOMM, INC.
			(Registrant)
Dated: September 28, 2006

			By: /s/ Michael L. Sarina
			Michael L. Sarina
			Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on is behalf by the undersigned, herunto duly authorized.

PAC-WEST TELECOMM, INC.

(Registrant)

Dated: June 5, 2006

By:_____________________________

Michael Sarina

Vice President Finance

INDEX TO EXHIBITS

10.1 Third Amendment to Loan and Security Agreement dated as of May 30, 2006, by and between Comerica Bank and Pac-West Telecomm, Inc., Pac-West Telecom of Virginia, Inc., PWT Services, Inc., and PWT of New York, Inc.

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