UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

September 2529, 2006

Date of Report (Date of earliest event reported)

PAC-WEST TELECOMM, INC.

(Exact name of registrant as specified in its charter)

California	000-27743	68-0383568
(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:

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

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

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

¨	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 September 2529, 2006, Pac-West Telecomm, Inc. (~~the~~ “~~Company”),~~ Pac-West ~~Telecom of Virginia~~”), ~~Inc.,~~Qwest ~~PWT~~Communications ~~Services,~~Corporation ~~Inc.,~~(“QCC”) and ~~PWT of New York,~~Qwest ~~Inc.~~Corporation (~~collectively, the~~ “~~Borrowers~~Qwest Corp”~~) entered~~ ~~into a Fifth Amendment to Loan~~ and ~~Security~~together ~~Agreement~~with ~~(the~~QCC, “~~Amendment~~Qwest”) ~~with Comerica~~ ~~Bank~~entered ~~(the~~into ~~“Bank”),~~a ~~which amends~~Settlement ~~that certain Loan~~ and ~~Security~~Restructuring Agreement, ~~dated as of November 9, 2005, by and between the Borrowers and the Bank~~ (~~as amended,~~ the “~~Loan and Security~~ Agreement”).

~~The~~Pursuant ~~Amendment~~to ~~provides~~the inAgreement, ~~part~~which recites that ~~the~~it ~~Borrowers~~is ~~shall~~for ~~not~~good beand ~~required~~valuable ~~to comply~~consideration, ~~with~~QCC ~~the~~has ~~financial~~agreed ~~covenants~~to ~~set~~pay ~~forth~~to inPac-West ~~Sections~~approximately $6.~~7(a)~~5 ~~(Adjusted~~million ~~Quick Ratio),~~in ~~6.7(c)~~lieu ~~(Debt Service Coverage Ratio) and 6.7(d) (Total Liabilities~~of ~~to Effective~~fulfilling ~~Tangible~~a ~~Net~~portion ~~Worth)~~ of ~~the~~QCC’s ~~Loan~~minimum ~~and~~purchase ~~Security~~requirements ~~Agreement~~to ~~during~~Pac-West ~~the~~totaling ~~period~~approximately ~~commencing~~$8.3 onmillion ~~May~~under 1,existing ~~2006~~arrangements ~~through~~that ~~and~~run ~~including~~through ~~November~~ July 30, ~~2006. The~~ ~~Amendment~~2008. ~~further~~Pac-West ~~provides~~received ~~that~~such ~~during~~payment ~~the~~on ~~period~~October ~~from~~3, ~~September~~2006. 30In addition, ~~2006~~among ~~through~~other ~~and including November 30~~things, ~~2006~~ the ~~minimum~~parties ~~balance~~committed ofto ~~cash~~equal ~~required~~monthly minimum purchase ~~to be~~requirements ~~maintained~~from onone ~~deposit~~another atthrough ~~the~~July ~~Bank~~30, by2008, ~~Borrowers~~agreed ~~pursuant~~ to ~~Section~~resolve ~~6.7 (b)~~certain ~~shall~~billing beand ~~Two~~other ~~Million~~disputes ~~Five~~and ~~Hundred~~to ~~Thousand~~release ~~($2,500,000)~~each ~~Dollars~~other infrom ~~excess~~certain ~~of the outstanding obligations of Borrowers to Bank~~claims.

IfAssuming ~~the Company~~no ~~violates~~increase ~~the~~in ~~Minimum~~volume ~~Cash~~by ~~financial~~Qwest ~~covenant~~above orits iscontinuing ~~otherwise~~minimum ~~not in compliance with the Adjusted Quick Ratio~~commitment, ~~Debt Service Coverage Ratio and Total~~this ~~Liabilities~~Agreement ~~to Effective Tangible Net Worth financial covenants following the waiver period, and the Bank~~ is ~~unwilling~~expected to ~~grant~~result ain ~~waiver or enter into~~ an ~~amendment~~ ~~that~~increase ~~relieves~~in ~~the~~revenues ~~Borrowers’~~from ~~obligation~~Qwest toof ~~comply with these financial~~$5.4 ~~covenants,~~million ~~the~~for ~~Bank~~2006 ~~will~~and ~~have~~a ~~available~~decrease toin itrevenues ~~all~~from Qwest of ~~the~~$4.6 ~~remedies~~million ~~provided~~and ~~for~~$2.6 ~~under~~million ~~the~~for ~~Loan~~2007 and ~~Security Agreement~~2008, ~~including the right to accelerate~~respectively, ~~or declare~~in ~~due~~each ~~and payable~~case, ~~all~~primarily ~~outstanding amounts under the Loan and Security~~attributable ~~Agreement. As of August 31, 2006, the Company had outstanding $9.8 million~~to ~~in obligations~~Pac-West’s ~~under~~mature ~~the Loan and Security Agreement and approximately $24~~products.~~2 million~~ ~~in cash and cash equivalents.~~

As previously disclosed, the Company believes that it will need to find additional financing in order to maintain sufficient liquidity and capital resources. In an effort to address our financing needs, we have retained the services of a financial advisory firm, and together with such firm are in the process of exploring strategic alternatives, including raising additional debt or equity financing, entry into strategic relationships or joint ventures and merger and acquisitions.

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. In the event of our non-compliance with the covenants of the Loan and 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.

SIGNATURES

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

			PAC-WEST TELECOMM, INC.
			(Registrant)
Dated: September 28, 2006
Dated: October 4, 2006
			By: /s/ Michael L. Sarina
			Michael L. Sarina
			Chief Financial Officer

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