UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30,
2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-27743



PAC-WEST TELECOMM, INC.

(Exact name of registrant as specified
in its charter)



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

(209) 926-3300

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 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 [ ]

Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]

As of July 30, 2004, the Company had an aggregate of
36,678,106 shares of common stock issued and outstanding.





PAC-WEST TELECOMM, INC.

Report on Form 10-Q For the Quarterly Period Ended June 30,
2004

Table of Contents



|Part I.    | FINANCIAL INFORMATION                                             | Page
|---------- | ----------------------------------------------------------------- | ----
|Item 1.    | Financial Statements (Unaudited)                                  |     
|           | Condensed Consolidated Balance Sheets                             |     
|           | June 30, 2004 and December 31, 2003                               | 3   
|           | Condensed Consolidated Statements of Operations and
Comprehensive |     
|           | (Loss) Income - Three and six months ended June 30, 2004 and 2003 | 4   
|           | Condensed Consolidated Statements of Cash Flows -                 |     
|           | Six months ended June 30, 2004 and
2003                           | 5   
|           | Notes to Unaudited Condensed Consolidated Financial
Statements    | 6   
|           |                                                                   |     
|Item 2.    | Management's Discussion and Analysis of Financial
Condition       |     
|           | and Results of
Operations                                         | 12  
|           |                                                                   |     
|Item 3.    | Quantitative and Qualitative Disclosures About Market
Risks       | 21  
|           |                                                                   |     
|Item 4.    | Controls and
Procedures                                           | 22  
|           |                                                                   |     
|           |                                                                   |     
|Part II.   | OTHER INFORMATION                                                 |     
|Item 1.    | Legal
Proceedings                                                 | 22  
|Item 4.    | Submission of Matters to a Vote of Security
Holders               | 22  
|Item 6.    | Exhibits and Reports on Form 8-K                                  | 23  
|Signatures |                                                                   | 25  

















---

PART 1

ITEM 1. FINANCIAL STATEMENTS

PAC-WEST TELECOMM, INC.

                     Condensed Consolidated Balance Sheets

                  (In thousands except share and per share data)

`June 30, 2004   December 31,
                                                               (Unaudited)       2003
                                                              -------------  -------------

                           ASSETS

Current Assets:
Cash and cash equivalents................................... $      20,648  $      34,657
Short-term investments......................................        11,659             --
Trade accounts receivable, net of allowances of
   $1,523 and $1,560 respectively ..........................         9,508          7,713
Prepaid expenses and other current assets...................         4,308          4,576
Deferred tax assets.........................................            --          3,467
                                                              -------------  -------------
    Total current assets....................................        46,123         50,413
Property and equipment, net.................................       110,422        121,211
Other assets, net...........................................         3,728          2,578
                                                              -------------  -------------
    Total assets............................................ $     160,273  $     174,202
                                                              =============  =============

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable............................................ $       6,930  $       5,854
Current portion, notes payable and capital leases...........         2,483          2,606
Accrued interest............................................         2,172          2,096
Other accrued liabilities ..................................        11,297         12,534
                                                              -------------  -------------
    Total current liabilities...............................        22,882         23,090
Senior Notes................................................        36,102         36,102
Notes payable, less current portion.........................        23,903         18,421
Capital leases, less current portion........................           871            191
Deferred revenues, less current portion.....................           400            467
Deferred income taxes.......................................            --          3,467
                                                              -------------  -------------
    Total liabilities.......................................        84,158         81,738
                                                              -------------  -------------
Commitments and Contingencies (Note 8)
Stockholders' Equity:
Common stock, $.001 par value; 100,000,000 shares
    authorized 36,678,106 and 36,590,532 shares issued
    and outstanding at June 30 and December 31, respectively            37             37
Additional paid-in capital..................................       204,406        204,461
Accumulated deficit.........................................      (127,546)      (111,276)
Accumulated other comprehensive loss........................          (120)            --
Deferred stock compensation.................................          (662)          (758)
                                                              -------------  -------------
    Total stockholders' equity..............................        76,115         92,464
                                                              -------------  -------------
    Total liabilities and stockholders' equity.............. $     160,273  $     174,202
                                                              =============  =============`

See notes to unaudited condensed consolidated financial statements.



---

PAC-WEST TELECOMM, INC.

               Condensed Consolidated Statements of Operations

                      and Comprehensive (Loss) Income

                               (Unaudited in thousands except per share data)

`Three Months Ended            Six Months Ended
                                                            June 30,                    June 30,
                                                    --------------------------  --------------------------
                                                        2004          2003          2004          2003
                                                    ------------  ------------  ------------  ------------
Revenues.......................................... $     27,837  $     45,723  $     57,260  $     76,238

Costs and Expenses:
    Network expenses..............................       11,148         7,005        21,640        17,703
    Selling, general and administrative...........       14,299        14,251        28,530        29,455
    Depreciation and amortization.................        8,130        10,184        17,215        24,050
    Restructuring charges.........................          379           125           379           125
                                                    ------------  ------------  ------------  ------------
      Total operating expenses....................       33,956        31,565        67,764        71,333
                                                    ------------  ------------  ------------  ------------
        (Loss) income from operations.............       (6,119)       14,158       (10,504)        4,905

    Interest expense, net.........................        2,998         3,402         5,779         6,392
    Other (income) expense, net...................          (12)            8           (16)           17
                                                    ------------  ------------  ------------  ------------
      (Loss) income before income taxes...........       (9,105)       10,748       (16,267)       (1,504)
Income tax expense (benefit)......................           --         1,577             3          (351)
                                                    ------------  ------------  ------------  ------------
      Net (loss) income........................... $     (9,105) $      9,171  $    (16,270) $     (1,153)
                                                    ============  ============  ============  ============

Basic and diluted (loss) income per share......... $      (0.25) $       0.25  $      (0.44) $      (0.03)

Basic weighted average shares outstanding.........       36,632        36,451        36,620        36,450

Diluted weighted average shares outstanding.......       36,632        36,773        36,620        36,450

Comprehensive (loss) income:
    Net (loss) income... ......................... $     (9,105) $      9,171  $    (16,270) $     (1,153)
      Other comprehensive (loss) income...........         (120)           48          (120)          (44)
                                                    ------------  ------------  ------------  ------------
      Comprehensive (loss) income.... ............ $     (9,225) $      9,219  $    (16,390) $     (1,197)
                                                    ============  ============  ============  ============`

See notes to unaudited condensed consolidated financial statements.



---

PAC-WEST TELECOMM, INC.

          Condensed Consolidated Statements of Cash Flows

                         (Unaudited in thousands)

`Six Months Ended
                                                                                June 30,
                                                                     ----------------------------
                                                                         2004           2003
                                                                     -------------  -------------
Operating activities:
    Net loss....................................................... $     (16,270) $      (1,153)
    Adjustments to reconcile net loss to net cash
        provided by operating activities:
        Depreciation and amortization..............................        17,215         24,050
        Amortization of deferred financing costs...................           339            210
        Amortization of discount on notes payable..................         2,578             --
        Amortization of deferred stock compensation................            95             --
        Provision for doubtful accounts............................            64            (87)
        Deferred income taxes......................................            --           (432)
        Net (gain) loss on disposal of property....................           (16)            17
        Decrease in other assets...................................            53            224
        Changes in operating assets and liabilities:
          Increase in accounts receivable..........................        (1,753)        (7,432)
          Decrease in prepaid expenses and other current assets....           867            484
          Increase (decrease) in accounts payable..................         1,076         (4,499)
          Increase (decrease) in accrued interest..................           404           (177)
          Decrease in accrued payroll and related
            expenses and other liabilities.........................        (2,176)        (3,283)
                                                                     -------------  -------------
        Net cash provided by operating activities..................         2,476          7,922
                                                                     -------------  -------------
Investing activities:
    Purchase of property and equipment.............................        (4,177)        (3,195)
    Proceeds from disposal of property and equipment...............           138             25
    (Purchases) redemptions of short-term investments, net.........       (11,779)        29,165
    Acquisitions...................................................          (587)            --
                                                                     -------------  -------------
        Net cash (used in) provided by investing activities........       (16,405)        25,995
                                                                     -------------  -------------
Financing activities:
    Net proceeds from borrowings under notes payable...............         2,401             49
    Repayments of notes payable....................................          (179)            (7)
    Payments on Fiber IRU..........................................            --         (4,200)
    Proceeds from the issuance of common stock.....................            21             20
    Principal payments on capital leases...........................        (2,081)        (3,457)
    Payments for deferred financing costs..........................          (242)          (355)
                                                                     -------------  -------------
        Net cash used in financing activities......................           (80)        (7,950)
                                                                     -------------  -------------
        Net (decrease) increase in cash and cash equivalents.......       (14,009)        25,967
Cash and cash equivalents:
    Beginning of period............................................        34,657         28,050
                                                                     -------------  -------------
    End of period.................................................. $      20,648  $      54,017
                                                                     =============  =============
Supplemental Disclosure of Cash Flow Information:
    Cash paid for interest......................................... $       2,556  $       6,772`

See notes to unaudited condensed consolidated financial statements.



---

PAC-WEST TELECOMM, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004

The terms "the Company," "Pac-West," "we," "our," "us,"
and similar terms used in this Form 10-Q, refer to Pac-West Telecomm, Inc.

1. Organization and Basis of Presentation:
2. Stock Based Compensation:
3. Concentration of Customers and Suppliers:
4. Restructuring Charges:
5. Income Taxes:
6. Comprehensive (Loss) Income:
7. Property and Equipment:
8. Commitments and Contingencies:
9. Related Party Transactions:
10. Debt and interest expense, net:
11. Recent Accounting Pronouncements:
12. Subsequent events:

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information contained herein,
this report contains forward-looking statements, subject to uncertainties and
risks. In this Quarterly Report on Form 10-Q, our use of the words "outlook,"
"expect," "anticipate," "estimate," "forecast," "project," "likely,"
"objective," "plan," "designed," "goal," "target," and similar expressions is
intended to identify forward-looking statements. While these statements
represent our current judgment on what the future may hold, and we believe these
judgments are reasonable, actual results may differ materially due to numerous
important risk factors that are described in our Annual Report on Form 10-K for
the period ended December 31, 2003, as filed with the SEC on March 30, 2004,
which may be revised or supplemented in subsequent reports filed by us with the
SEC. Such risk factors include, but are not limited to: our substantial
indebtedness; an inability to generate sufficient cash to service our
indebtedness; regulatory and legal uncertainty with respect to intercarrier
compensation payments received by us; the declining rate at which intercarrier
compensation payments are determined; the inability to expand our business as a
result of the unavailability of funds to do so; adverse affects on our
operations as a result of covenants in agreements related to our borrowings; the
loss of key executive officers could negatively impact our business prospects;
the possible delisting of our common shares from the Nasdaq SmallCap Market; and
our principal competitors for local services and potential additional
competitors have advantages that may adversely affect our ability to compete
with them.

Introduction

We are a high-value, independent broadband provider of
integrated communications services within our target markets. Our customers
include Internet service providers and enhanced communications service
providers, collectively referred to as service providers, or SPs, and the
business enterprise market (enterprise), many of which are communications-
intensive users.

We built our facilities-based network to capitalize on the
significant growth in Internet usage and in the related demand for local
telephone service by SPs, as well as the increasing demand of enterprises for
customized and integrated voice and data communications services. We believe the
statewide footprint of our network, which encompasses all of the major
metropolitan areas of California, provides us with a competitive advantage over
incumbent local exchange carriers (ILECs), and other competitive local exchange
carriers (CLECs), particularly for SPs. Our ubiquitous network in California
enables SPs to provide their business and residential customers with access to
Internet, paging and other data and voice services from almost any point in the
state through a local call. We believe the breadth of our product offerings and
the structure of our network enable us to generate high network utilization and
strong gross profit margins.

The following table shows our financial performance for the
three and six months ended June 30, 2004 and 2003 (in thousands except per share
amounts):

`Three Months Ended            Six Months Ended
                                                            June 30,                    June 30,
                                                    --------------------------  --------------------------
                                                        2004          2003          2004          2003
                                                    ------------  ------------  ------------  ------------
                                                    (unaudited)   (unaudited)   (unaudited)   (unaudited)

Financial performance:
Revenues.......................................... $     27,837  $     45,723  $     57,260  $     76,238
Net (loss) income................................. $     (9,105) $      9,171  $    (16,270) $     (1,153)
Basic and diluted net (loss) income per share..... $      (0.25) $       0.25  $      (0.44) $      (0.03)`

Earnings before interest, net, income taxes, depreciation and
amortization (EBITDA) for the quarters ended June 30, 2004 and 2003 was $2.0
million and $24.3 million, respectively. EBITDA for the six months ended June
30, 2004 and 2003 was $6.7 million and $28.9 million, respectively. Although
EBITDA is not a measure of financial performance under generally accepted
accounting principles, we believe EBITDA is a common measure used by analysts
and investors to evaluate our capacity to meet our obligations. We also use
EBITDA as an internal measurement tool and accordingly, we believe that the
presentation of EBITDA provides useful and relevant information. The tables
below reconcile EBITDA to net cash provided by operating activities for the
three and six months ended June 30, 2004 and 2003 (in thousands):

`Three Months Ended            Six Months Ended
                                                            June 30,                    June 30,
                                                    --------------------------  --------------------------
                                                        2004          2003          2004          2003
                                                    ------------  ------------  ------------  ------------
                                                    (unaudited)   (unaudited)   (unaudited)   (unaudited)
EBITDA............................................ $      2,023  $     24,334  $      6,727  $     28,938
    Change in operating assets and liabilities....        3,339       (10,710)        1,369       (14,537)
    Interest expense, net.........................       (2,998)       (3,402)       (5,779)       (6,392)
    Allowance for doubtful accounts receivable....           16           (98)           64           (87)
    Amortization of deferred stock compensation...           49            --            95            --
                                                    ------------  ------------  ------------  ------------
         Net cash provided by operating activities $      2,429  $     10,124  $      2,476  $      7,922
                                                    ============  ============  ============  ============`

We derive our revenues from monthly recurring charges,
usage charges and amortization of initial non-recurring charges. We provide
services to both retail and wholesale customers. Monthly recurring charges
include the fees paid by customers for lines in service and additional features
on those lines, as well as equipment collocation services. Usage charges consist
of fees paid by end users for each call made, fees paid by our customers as
intercarrier compensation for completion of their customers' calls through our
network, and access charges paid by carriers for long distance traffic
terminated on our network. Initial non-recurring charges consist of fees paid by
end users for the installation of our service. These payments and related costs
up to the amount of revenues are recognized as revenue and expense ratably over
the term of the service contracts, which is generally 24 to 36 months. We
recognize revenue when there is persuasive evidence of an arrangement, delivery
of the product or performance of the service has occurred, the selling price is
fixed or determinable and collectibility is reasonably assured.

We have carrier customers, including ILECs, who pay us to
terminate calls originated from their retail customer base to phone numbers on
our network. These payments consist of "intercarrier compensation" for local
calls, transit traffic and other intercarrier compensation payments, as well as
"switched access" payments for termination of long distance calls. Intercarrier
compensation payments we receive are a function of the number of calls we
terminate, the minutes of use associated with such calls and the rates we are
compensated at by the other carriers. Intercarrier compensation payments have
historically been a significant portion of our revenues. In particular,
intercarrier compensation payments accounted for 26.0%, and 43.6% of our total
revenues for the six months ended June 30, 2004 and 2003, respectively. As a
result, the failure, for any reason, of one or more ILECs from which we
ordinarily receive intercarrier compensation payments to make all or a
significant portion of such payments would adversely affect our financial
results.

Our right to receive intercarrier compensation payments from
ILECs, as well as the right of other CLECs to receive such payments is the
subject of numerous regulatory and legal proceedings. For example, in 2003,
Verizon and SBC claimed to have adopted the Federal Communications Commission's
(FCC) Intercarrier ISP Compensation Order. The FCC ISP Order introduced a series
of declining intercarrier compensation pricing tiers for certain locally-dialed
minutes of use, at rates starting below the rates previously negotiated in our
interconnection agreements (ICAs) with both carriers. The lowest pricing tier
specified by the FCC ISP Order was reached on June 15, 2003, and will remain in
effect until such time that a replacement FCC order may become effective.
Additionally, the FCC ISP Order introduced annual growth limits on the number of
compensable minutes of use subject to the FCC's plan, based on the historic
locations and amounts of carrier traffic, as well as the composition and balance
of current traffic between carriers. During the later months of 2003, Verizon
and SBC withheld intercarrier compensation payments based on their
interpretation of the growth cap formula in the FCC ISP Order. If the FCC ISP
Order remains in effect, we expect that SBC and Verizon may also withhold
intercarrier compensation payments in 2004 and beyond once we have exceeded
their calculation of the growth cap. We do not believe that there will be any
direct impact on us in the foreseeable future from a March 2004 U.S. Court of
Appeals ruling overturning portions of an FCC Order relating to the telephone
competition policy rules on UNE-P.

As technology continues to evolve with the corresponding
development of new products and services, there is no guarantee we will retain
our customers with our existing product and service offerings or with any new
products or services we may develop in the future. While the demand for Internet
access in our target markets continues to grow, the demand for dial-up Internet
access has slowed in recent years and may decline in the future.

The introduction of broadband and Voice over Internet
Protocol (VoIP) could further affect the growth of our existing dial-up access
to the Internet and our switched local and long-distance voice products. VoIP
utilizes high-speed data networks rather than traditional phone lines to
complete calls, offering customers enhanced functionality and potential cost
savings over traditional carrier networks. VoIP services are rapidly gaining
momentum in the enterprise market as the quality and reliability continue to
improve and broadband becomes more affordable. In this regard, in the first
quarter of 2004, we acquired substantially all of the assets and assumed certain
specific liabilities of Sentient Group, Inc. in order to develop and market
opportunities for the application of VoIP services to the enterprise market. We
believe that VoIP services enable geographically dispersed companies to
cost-effectively connect multiple locations and teleworkers.

Regulatory uncertainty and competition in the communication
services market has resulted in the consolidation of CLECs, a trend we expect to
continue. In order to grow our business and better serve our customers, we
continue to consider new business models and strategies, including potential
acquisitions or new business lines. We believe that our ubiquitous network will
enable us to successfully compete in the future, but we cannot guarantee that we
will be able to sustain continued growth.

Results of Operations

Quarter Ended June 30, 2004 Compared to the Quarter
Ended June 30, 2003

Our significant revenue components and operational
metrics for the quarters ended June 30, 2004 and 2003 are as follows (in
millions except operational metrics):

`Three Months Ended June 30,
Revenues:                                               2004          2003        % Change
                                                    ------------  ------------  ------------
                                                    (unaudited)   (unaudited)

Intercarrier compensation......................... $        6.9  $       23.8         (71.0)%
Direct billings to SP customers...................         10.5          10.8          (2.8)%
Direct billings to enterprise customers...........          4.9           4.3          14.0 %
Outbound local and long distance..................          2.8           3.3         (15.2)%
Dedicated transport...............................          1.1           1.3         (15.4)%
Switched access...................................          1.4           1.9         (26.3)%
Other.............................................          0.2           0.3         (33.3)%
                                                    ------------  ------------
Total revenues.................................... $       27.8  $       45.7         (39.2)%
                                                    ============  ============

Operational metrics:
Minutes of use (in billions) .....................         10.2          10.0           2.0 %
DS-0 equivalent lines in service .................      415,737       403,751           3.0 %`

Consolidated revenues decreased 39.2% to $27.8 million in the
quarter ended June 30, 2004 from $45.7 million during the same period in 2003.
This decrease in revenues is primarily the result of a decrease of $16.9 million
in intercarrier compensation revenue. The second quarter of 2003 included a
combined $10.0 million in intercarrier compensation revenue for billings
previously withheld in prior periods from both SBC California and Verizon
Communications. In addition, the revenue per minute we receive for intercarrier
compensation decreased from $0.0010 to $0.0007, or 30%. This rate decrease,
which occurred in June 2003, was the final of three rate reductions contemplated
by the FCC ISP Order.

Direct billings to SP customers remained relatively constant
with a 2.8% decrease to $10.5 million in the quarter ended June 30, 2004 from
$10.8 million during the same period in 2003.

Direct billings to enterprise customers increased 14.0% to
$4.9 million in the quarter ended June 30, 2004 from $4.3 million during the
same period in 2003, primarily due to a 13.6% increase in lines in service to
69,077 lines at June 30, 2004 from 60,799 at June 30, 2003.

Outbound local and long distance revenues, including 800,
888, and 877 numbers and travel card calls, decreased 15.2% to $2.8 million in
the quarter ended June 30, 2004 from $3.3 million during the same period in
2003. This decline in revenue was principally due to a period over period 19.1%
rate per minute decrease resulting from the highly competitive nature of this
market.

Dedicated transport revenues decreased 15.4% to $1.1 million
in the quarter ended June 30, 2004 from $1.3 million during the same period in
2003 primarily because of reduced service levels. Switched access revenues
decreased 26.3% to $1.4 million in the quarter ended June 30, 2004 from $1.9
million during the same period in 2003 primarily due to lower rates per minute
of use.

Minutes of use remained relatively constant at 10.2 billion
in the quarter ended June 30, 2004 compared to 10.0 billion during the same
period in 2003. Total lines in service increased 3.0% to 415,737 at June 30,
2004 from 403,751 lines as of June 30, 2003. As our customers continue to move
more towards services billed primarily based upon usage rather than line-based
services, we anticipate that minutes of use will become a more relevant
operational metric than lines in service.

The significant costs and expenses for the quarters ended
June 30, 2004 and 2003 are as follows (in millions):

`Three Months Ended June 30,
Costs and expenses:                                     2004          2003        % Change
                                                    ------------  ------------  ------------
                                                    (unaudited)   (unaudited)

Network expenses.................................. $       11.1  $        7.0          58.6 %
Selling, general and administrative...............         14.3          14.3            -- %
Depreciation and amortization.....................          8.1          10.2         (20.6)%
                                                    ------------  ------------
Total costs and expenses.......................... $       33.5  $       31.5           6.3 %
                                                    ============  ============`

Consolidated network expenses increased 58.6% to $11.1
million in the quarter ended June 30, 2004 from $7.0 million during the same
period in 2003. This was mainly because network expenses for the quarter ended
June 30, 2003 included $4.1 million in negotiated supplier credits.

Consolidated selling, general and administrative expenses
were $14.3 million in both the quarters ended June 30, 2004 and June 30, 2003.
Selling, general and administrative expenses were 51.4% and 31.2% of revenues
for the quarters ended June 30, 2004 and 2003, respectively.

Estimates and assumptions are used in setting depreciable
lives. Assumptions are based on internal studies of use, industry data on
average asset lives, recognition of technological advancements and understanding
of business strategy. Consolidated depreciation and amortization expense
decreased 20.6% to $8.1 million in the quarter ended June 30, 2004 from $10.2
million during the same period in 2003. The decrease is primarily due to a
replacement of assets at a lower cost and some assets becoming fully depreciated
due to the change in estimated useful lives of certain assets, which we made in
January 2003.

Restructuring charges were $0.4 million
in the quarter ended June 30, 2004 and $0.1 million during the same period in
2003. These charges related to adjustments to estimated costs of previously
announced restructuring plans, and do not represent new restructuring
activities.

Consolidated loss from operations was $6.1 million in the
quarter ended June 30, 2004 compared to income from operations of $14.2 million
during the same period in 2003 primarily due to the factors discussed in the
preceding paragraphs.

Consolidated interest expense, net decreased 11.8% to $3.0
million in the quarter ended June 30, 2004 from $3.4 million during the same
period in 2003. For the quarters ended June 30, 2004 and 2003, cash paid for
interest expense was $64,000 and $309,000, respectively. In December 2003, we
successfully completed a financing transaction, which permitted us to reduce our
debt level. Interest expense, net for the quarters ended June 30, 2004 and 2003
was as follows (in millions):

`Three Months Ended June 30
Interest expense, net:                                  2004          2003
                                                    ------------  ------------
                                                    (unaudited)   (unaudited)     % Change
                                                    ------------  ------------  ------------

Interest on Senior Notes.......................... $        1.2  $        3.2         (62.5)%
Accreted discount on Senior Secured Note..........          1.3            --         100.0 %
Amortization of deferred financing costs..........          0.2           0.1         100.0 %
Other interest expense, net.......................          0.3           0.1         200.0 %
                                                    ------------  ------------
                                                   $        3.0  $        3.4         (11.8)%
                                                    ============  ============`

For the quarters ended June 30, 2004 and 2003, our effective
income tax rate was 0.0% and 14.7%, respectively.

Consolidated net loss was $9.1 million in the quarter ended
June 30, 2004 compared to net income of $9.2 million during the same period in
2003, primarily due to the factors discussed in the preceding paragraphs.

Six Months Ended June 30, 2004 Compared to the Six Months
Ended June 30, 2003

Our significant revenue components and operational
metrics for the six months ended June 30, 2004 and 2003 are as follows (in
millions except operational metrics):

`Six Months Ended June 30,
Revenues:                                               2004          2003        % Change
                                                    ------------  ------------  ------------
                                                    (unaudited)   (unaudited)

Intercarrier compensation......................... $       14.9  $       33.2         (55.1)%
Direct billings to SP customers...................         21.6          21.1           2.4 %
Direct billings to enterprise customers...........          9.6           7.9          21.5 %
Outbound local and long distance..................          5.9           6.5          (9.2)%
Dedicated transport...............................          2.1           3.1         (32.3)%
Switched access...................................          2.8           3.6         (22.2)%
Other.............................................          0.4           0.8         (50.0)%
                                                    ------------  ------------
Total revenues.................................... $       57.3  $       76.2         (24.8)%
                                                    ============  ============

Operational metrics:
Minutes of use (in billions) .....................         21.5          19.4          10.8 %
DS-0 equivalent lines in service .................      415,737       403,751           3.0 %`

Consolidated revenues decreased 24.8% to $57.3 million in the
six months ended June 30, 2004 from $76.2 million during the same period in
2003. This decrease in revenues is primarily the result of a decrease of $18.3
million in intercarrier compensation revenue. The second quarter of 2003
included a combined $10.0 million in intercarrier compensation revenue for
billings previously withheld in prior periods from both SBC California and
Verizon Communications. In addition, the revenue per minute we receive for
intercarrier compensation decreased from $0.0010 to $0.0007, or 30%. This rate
decrease, which occurred in June 2003, was the final of three rate reductions
contemplated by the order.

Direct billings to SP customers increased 2.4% to $21.6
million in the six months ended June 30, 2004 from $21.1 million during the same
period in 2003.

Direct billings to enterprise customers increased 21.5% to
$9.6 million in the six months ended June 30, 2004 from $7.9 million during the
same period in 2003. This increase was primarily due to a change in the mix of
products sold combined with a 13.6% increase in lines in service to 69,077 lines
at June 30, 2004 from 60,799 at June 30, 2003.

Outbound local and long distance revenues, including 800,
888, and 877 numbers and travel card calls, decreased 9.2% to $5.9 million in
the six months ended June 30, 2004 from $6.5 million during the same period in
2003. This decline in revenue was principally due to rate per minute decreases
resulting from the highly competitive nature of this market.

Dedicated transport revenues decreased 32.3% to $2.1 million
in the six months ended June 30, 2004 from $3.1 million during the same period
in 2003 primarily because of reduced service levels. Switched access revenues
decreased 22.2% to $2.8 million in the six months ended June 30, 2004 from $3.6
million during the same period in 2003 primarily due to lower rates per minute
of use.

Minutes of use increased 10.8% to 21.5 billion in the six
months ended June 30, 2004 from 19.4 billion during the same period in 2003. As
our customers continue to move more towards usage-based rather than line-based
services, we anticipate that minutes of use will become a more relevant
operational metric than lines in service. Total lines in service increased by
3.0% to 415,737 at June 30, 2004 from 403,751 lines as of June 30, 2003.

The significant costs and expenses for the six months ended
June 30, 2004 and 2003 are as follows (in millions):

`Six Months Ended June 30,
Costs and expenses:                                     2004          2003        % Change
                                                    ------------  ------------  ------------
                                                    (unaudited)   (unaudited)

Network expenses.................................. $       21.6  $       17.7          22.0 %
Selling, general and administrative...............         28.5          29.5          (3.4)%
Depreciation and amortization.....................         17.2          24.1         (28.6)%
                                                    ------------  ------------
Total costs and expenses.......................... $       67.3  $       71.3          (5.6)%
                                                    ============  ============`

Consolidated network expenses increased 22.0% to $21.6
million in the six months ended June 30, 2004 from $17.7 million during the same
period in 2003. This was mainly because network expenses for the second quarter
of 2003 included $4.1 million in negotiated supplier credits.

Consolidated selling, general and administrative expenses
decreased 3.4% to $28.5 million in the six months ended June 30, 2004 from $29.5
million during the same period in 2003. The decrease is primarily the result of
decreases in professional fees and maintenance expenses incurred on our network
equipment and personnel costs incurred in the six months ended June 30, 2004,
but not in the six months ended June 30, 2003. Selling, general and
administrative expenses were 49.8% and 38.6% of revenues for the six months
ended June 30, 2004 and 2003, respectively.

Estimates and assumptions are used in setting depreciable
lives. Assumptions are based on internal studies of use, industry data on
average asset lives, recognition of technological advancements and understanding
of business strategy. Consolidated depreciation and amortization expense
decreased 28.6% to $17.2 million in the six months ended June 30, 2004 from
$24.1 million during the same period in 2003. The decrease is primarily due to a
replacement of assets at a lower cost and some assets becoming fully depreciated
due to the change in estimated useful lives of certain assets, which we made in
January 2003. The change in estimated useful lives in January 2003 resulted in
additional depreciation expense of approximately $2.5 million.

Restructuring charges were $0.4 million in the six months
ended June 30, 2004 and $0.1 million during the same period in 2003. These
charges related to adjustments to estimated costs of previously announced
restructuring plans, and do not represent new restructuring activities.

Consolidated loss from operations was $10.5 million in the
six months ended June 30, 2004 compared to income from operations of $4.9
million during the same period in 2003, primarily due to the factors discussed
in the preceding paragraphs.

Consolidated interest expense, net decreased 9.4% to $5.8
million in the six months ended June 30, 2004 from $6.4 million during the same
period in 2003. For the six months ended June 30, 2004 and 2003, cash paid for
interest expense was $2.6 million and $6.8 million, respectively. In December
2003, we successfully completed a financing transaction, which permitted us to
reduce our debt level. Our interest expense, net was as follows (in
millions):

`Six Months Ended June 30,
Interest expense, net:                                  2004          2003
                                                    ------------  ------------
                                                    (unaudited)   (unaudited)     % Change
                                                    ------------  ------------  ------------
Interest on Senior Notes.......................... $        2.5  $        6.4         (60.9)%
Accreted discount on Senior Secured Note..........          2.6            --         100.0 %
Amortization of deferred financing costs..........          0.3           0.2          50.0 %
Other interest expense (income), net..............          0.4          (0.2)       (300.0)%
                                                    ------------  ------------
                                                   $        5.8  $        6.4          (9.4)%
                                                    ============  ============`

For the six months ended June 30, 2004 and 2003, our
effective income tax rate was 0.0% and 23.3%, respectively.

Consolidated net loss was $16.3 million in the six months
ended June 30, 2004 compared to net loss of $1.2 million during the same period
in 2003, primarily due to the factors discussed in the preceding paragraphs.

Quarterly Operating and Statistical Data:

The following tables summarize the unaudited results of
operations as a percentage of revenues for the three and six months ended June
30, 2004 and 2003. The following data should be read in conjunction with the
unaudited condensed consolidated financial statements and notes thereto included
elsewhere in this report:

`Three Months Ended            Six Months Ended
                                                            June 30,                    June 30,
                                                    --------------------------  --------------------------
                                                        2004          2003          2004          2003
                                                    ------------  ------------  ------------  ------------
Consolidated Statements of Operations Data:         (unaudited)   (unaudited)   (unaudited)   (unaudited)

Revenues..........................................        100.0 %       100.0 %       100.0 %       100.0 %
Network expenses..................................         40.0 %        15.3 %        37.8 %        23.2 %
Selling, general and administrative expenses......         51.4 %        31.2 %        49.8 %        38.6 %
Depreciation and amortization expenses............         29.2 %        22.3 %        30.1 %        31.5 %
Restructuring charges..............................         1.4 %         0.3 %         0.7 %         0.2 %
(Loss) income from operations.....................        (22.0)%        31.0 %       (18.3)%         6.4 %
Net (loss) income.................................        (32.7)%        20.1 %       (28.4)%        (1.5)%`

The following table sets forth unaudited statistical
data for each of the specified three months of 2004 and 2003. As our customers
continue to move more towards usage-based rather than line-based services, we
anticipate that minutes of use will become a more relevant operational metric
than lines in service. The operating and statistical data for any quarter are
not necessarily indicative of results for any future period.

`Three Months Ended
                                     ----------------------------------------------------------------
                                            2004                             2003
                                     --------------------  ------------------------------------------
                                     Jun. 30,   Mar. 31,   Dec. 31,   Sept. 30,  Jun. 30,   Mar. 31,
                                     ---------  ---------  ---------  ---------- ---------  ---------
                                     (unaudited)(unaudited)(unaudited)(unaudited)(unaudited)(unaudited)
Ports equipped.....................   998,400    998,400    998,400     998,400   998,400    940,800
Quarterly minutes of use
 switched (in billions)............      10.2       11.3       11.1        11.2      10.0        9.4
Lines in service to date...........   415,737    407,394    428,192     425,070   403,751    337,294
Capital expenditures
 (in thousands).................... $   3,488  $     689  $   1,046  $    1,504 $   1,713  $   1,482
Employees..........................       398        389        372         371       402        402`

Liquidity and Capital Resources:

Sources and uses of cash. At June 30, 2004 cash,
cash equivalents and short term investments decreased to $32.3 million from
$34.7 million at December 31, 2003. The decrease was primarily due to the
semi-annual interest payment on our 13.5% Senior Notes and purchases of property and
equipment partially offset by proceeds of notes payable.

Net cash provided by operating activities was $2.5 million
for the six months ended June 30, 2004 as compared to $7.9 million for the same
period ended in 2003. This decrease was primarily because of a higher net loss
as discussed above, which included $10.0 million in amounts withheld from prior
periods but included in revenue during the second quarter of 2003. This decrease
was partially offset by an increase in accounts receivable of $1.8 million for
the six months ended June 30, 2004 compared to an increase of $7.4 million for
the same period in 2003, and an increase in accounts payable for the six months
ended June 30, 2004 compared to the same period in 2003.

Net cash used in investing activities was $16.4 million for
the six months ended June 30, 2004 compared to net cash provided by investing
activities of $26.0 million during the same period in 2003. We purchased $11.8
million, net of short-term investments in the six months ended June 30, 2004
whereas we redeemed $29.2 million of short-term investments in the same period
in 2003. Purchases of property and equipment increased to $4.2 million during
the six months ended June 30, 2004 as compared to $3.2 million during the same
period in 2003. Approximately $1.0 million and $0.9 million of capital
expenditures are included in construction projects in progress as of June 30,
2004 and 2003, respectively, and, therefore, are not being depreciated until
they are placed in service at a later date.

Net cash used in financing activities was $0.1 million for
the six months ended June 30, 2004 compared to $8.0 million during the same
period in 2003. In the six months ended June 30, 2003, we made the final payment
of $4.2 million relating to our then outstanding Fiber IRU liability and did not
make any similar payments in 2004. We also made capital lease payments of $2.1
million and $3.5 million in the six months ended June 30, 2004 and 2003,
respectively. We generated cash of approximately $2.4 million from proceeds of
notes payable in the six months ended June 30, 2004, while there was no note
payable proceeds in 2003.

Cash requirements. The telecommunications service
business is capital intensive. Our operations have required substantial capital
investment for the design, acquisition, construction and implementation of our
network. In April 2004, we announced that we had selected Tekelec, a leading
developer of telecommunications products for next-generation fixed, mobile, and
packet networks, as our switching and signaling supplier for our first next
generation network switch. In addition we completed a modem replacement program
in the first quarter of 2004, which we expect will provide us with increased
operational efficiencies. We continue to seek further ways to enhance our
infrastructure in 2004 and beyond. These projects and our business plan, as
currently contemplated, anticipate capital expenditures, excluding acquisitions,
of approximately $15 million in the next twelve months. However, the actual cost
of capital expenditures will depend on a variety of factors. Accordingly, our
actual capital requirements may exceed, or fall below, the amount described
above.

During the normal course of business, we may enter into
agreements with some suppliers, which allow these suppliers to have equipment or
inventory available for purchase based upon criteria as defined by us. As of
June 30, 2004, we did not have any material future purchase commitments to
purchase equipment from any of our vendors, except for a switch from Tekelec,
most of which was delivered in July 2004 at a cost of approximately $3
million.

Debt outstanding. At June 30, 2004 and December 31,
2003, long-term debt and capital lease obligations consist of the following (in
millions):

`June 30,    December 31,
                                                        2004          2003
                                                    ------------  ------------
                                                    (unaudited)   (unaudited)

Senior Notes...................................... $       36.1  $       36.1
Senior Secured Note...............................         21.3          18.3
Capital lease obligation..........................          2.1           2.8
Notes Payable.....................................          3.9           0.1
Less current portion..............................         (2.5)         (2.6)
                                                    ------------  ------------
                                                   $       60.9  $       54.7
                                                    ============  ============`

The Senior Notes, of which there is $36.1
million in principal amount outstanding at June 30, 2004, bear interest at 13.5%
per annum payable in semiannual installments, with all principal due in full on
February 1, 2009.

The Senior Secured Note, with a principal amount of $40.0
million, was issued at a significant discount and accrues interest at a rate of
LIBOR plus 0.5% (2.1% at June 30, 2004), and matures in December 2006. Accrued
interest on the Senior Secured Note is payable quarterly in cash, or at our
option, may be capitalized and added to outstanding principal. The maturity date
of the Senior Secured Note will be automatically extended to coincide with any
extension of the expiration date of the warrants, which is extendable for up to
an additional 18 months at the option of Deutsche Bank AG - New York,
acting through DB Advisors, LLC, as investment advisor (Deutsche Bank). Under
the terms of the guaranty and security agreement related to the Senior Secured
Note, we granted Deutsche Bank a security interest in substantially all of our
assets and agreed to certain covenants including limitations on our ability to
incur additional indebtedness, incur liens, sell assets and pay dividends. In
accordance with the terms of the Senior Secured Note, during the six months
ended June 30, 2004 we elected to capitalize and add to principal interest of
approximately $0.3 million.

During the second quarter of 2004, we entered into a secured
financing arrangement with Merrill Lynch Capital, a division of Merrill Lynch
Business Financial Services, Inc., pursuant to which we may borrow up to an
aggregate amount of $10.0 million, subject to certain conditions. This financing
arrangement is structured in a manner that provides for multiple credit
facilities up to an aggregate of $10.0 million with each facility having
separate closing dates and repayment schedules. The principal and accrued
interest of each facility shall be payable in 36 equal monthly installments. We
have the option to prepay the outstanding facility after 18 months subject to a
maximum premium of 3% of the outstanding facility. Interest on each facility
will be fixed at 5% plus the 3-year swap rate, as published by Bloomberg
Professional Services, determined two business days prior to the closing date of
each facility. We used, and intend to continue to use, the proceeds of this
financing arrangement to acquire new telecommunication switch and related
equipment, which secure borrowings under this financing arrangement. As of June
30, 2004, we borrowed approximately $2.4 million under this financing
arrangement at an interest rate of 8.6% and is included under Notes Payable in
the above table. Subsequent to June 30, 2004, we borrowed approximately $3.0
million at an interest rate of 8.6%.

In May 2004, we completed financing agreements for various
network equipment with Cisco Systems, Inc. These financing agreements were
comprised of $1.4 million of equipment capital leases and a $1.6 million note
payable exchanged for a 36-month maintenance services agreement.

Future uses and sources of cash. Our principal
sources of funds for 2004 are anticipated to be current cash and short-term
investment balances and cash flows from operating activities. In addition, we
have available multiple credit facilities up to an aggregate amount of $10.0
million from the secured financing arrangement we entered into with Merrill
Lynch Capital during the second quarter of 2004. We may also obtain one or more
leases in 2004. However there can be no assurance that we will obtain these
additional leases or that such leases will be entered into at favorable interest
rates.We believe that
our existing sources of funds will provide us with sufficient liquidity and
capital resources for us to fund our business plan for the next 12 months. No
assurance can be given, however, that this will be the case. As currently
contemplated, we expect to fund, among other things:

- total debt interest payments of approximately $6 million
on the Senior Notes, the Senior Secured Note assuming an interest rate of 2% and
our expected election to defer some of the quarterly interest payments, and
other notes;
- anticipated capital expenditures of approximately $15
million; and
- capital lease payments (including interest) of
approximately $1 million.

The foregoing statements do not take into account (i)
acquisitions, which, if made, are expected to be funded through a combination of
cash and equity (ii) the repurchase of any of our remaining outstanding Senior
Notes or (iii) changes in interest rates. Depending upon our rate of growth and
profitability, among other things, we may require additional equity or debt
financing to meet our working capital requirements or capital needs. There can
be no assurance that additional financing will be available when required, or,
if available, will be on terms satisfactory to us. Key factors which could
affect our liquidity include:

- future demand of our services;
- financial stability of our customers;
- outcomes of regulatory proceedings involving intercarrier
compensation;
- capital expenditures;
- debt payments;
- capital lease repayments; and
- interest expense on debt.

The guaranty and security agreement related to the Senior
Secured Note contains various covenants, which among other things restrict our
ability to borrow future amounts, early repay future borrowings and restrict our
ability to pay dividends or repurchase our common stock.



ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS

The SEC's rule related to market risk disclosure requires
that we describe and quantify our potential losses from market risk sensitive
instruments attributable to reasonably possible market changes. Market risk
sensitive instruments include all financial or commodity instruments and other
financial instruments that are sensitive to future changes in interest rates,
currency exchange rates, commodity prices or other market factors. We are not
exposed to market risks from changes in foreign currency exchange rates or
commodity prices. We do not hold derivative financial instruments nor do we hold
securities for trading or speculative purposes. At June 30, 2004, we had an
outstanding $40.0 million principal amount of Senior Secured Notes payable.
These notes are at a rate of LIBOR plus 0.5%, which was 2.1% at June 30, 2004. A
hypothetical 1% point increase in short-term interest rates would reduce the
annualized income before tax by approximately $0.4 million as a result of higher
interest expense.

Additionally, we are exposed to changes in interest rates on
our investments in cash equivalents and short-term investments. The majority of
our surplus cash is invested in cash equivalents with original maturities of
less than three months. A hypothetical 1% decrease in short-term interest rates
would reduce the annualized pretax interest income on our $32.3 million cash,
cash equivalents and short-term investments at June 30, 2004 by approximately
$0.3 million.

ITEM 4.	CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's "disclosure controls and procedures" (as defined in Rule 13a-14(c)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in
accordance with Rule 13a-15 of the Exchange Act. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer, together with the other
members of management participating in the evaluation, concluded that the
Company is in compliance with the requirements of Rule 13a-15(a) of the Exchange
Act and that the Company's disclosure controls and procedures are effective.

There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the Company's evaluation of its disclosure
controls and procedures. It should be recognized that the design of any system
of controls is based upon certain assumptions about the scope of the tasks to be
performed and the environment in which the tasks are to be performed. As such,
the Company's internal controls provide the Company with a reasonable assurance
of achieving their intended effect.



PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

See Note 8 to the Unaudited Condensed Consolidated
Financial Statements included elsewhere in this Form 10-Q and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Introduction" for a description of certain legal proceedings involving the
Company.

ITEM 4. Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Shareholders was
held on June 16, 2004 and considered the following proposals;

The first proposal was to elect six directors to serve until
the Company's 2005 annual general meeting. Votes cast were as follows:

`Percentage
                        Votes cast  of total
                       (thousands) votes cast
                        ---------  ---------
Wallace W. Griffin
For....................   30,411       99.0 %
Withheld...............      318        1.0
                        ---------  ---------
                          30,729      100.0 %
                        =========  =========
Henry R. Carabelli
For....................   30,468       99.2 %
Withheld...............      261        0.8
                        ---------  ---------
                          30,729      100.0 %
                        =========  =========
Jerry L. Johnson
For....................   30,355       98.8 %
Withheld...............      374        1.2
                        ---------  ---------
                          30,729      100.0 %
                        =========  =========
John K. La Rue
For....................   30,435       99.0 %
Withheld...............      294        1.0
                        ---------  ---------
                          30,729      100.0 %
                        =========  =========
Thomas A. Munro
For....................   30,452       99.1 %
Withheld...............      277        0.9
                        ---------  ---------
                          30,729      100.0 %
                        =========  =========
Melinda Guzman-Moore
For....................   30,441       99.1 %
Withheld...............      288        0.9
                        ---------  ---------
                          30,729      100.0 %
                        =========  =========`

The directors continuing in office were A. Gary Ames, David G. Chandler and
Samuel A. Plum.

The second proposal was the approval of the amendment and restatement of our
1999 Stock Incentive Plan to increase the number of shares of common stock
authorized and reserved for grants by 1,500,000 shares. Votes cast were as
follows:

`Percentage
                        Votes cast  of total
                       (thousands) votes cast
                        ---------  ---------
For....................   11,344       75.9 %
Against................    2,783       18.6 %
Abstain................      822        5.5 %
                        ---------  ---------
                          14,949      100.0 %
                        =========  =========`

ITEM 6. Exhibits and Reports on Form 8-K

1. Exhibits

10.80 Loan facility, dated May 20, 2004 between the Company and Merrill Lynch
Capital.

10.81 	Term loan and security agreement, dated May 21, 2004, between the
Company and Merrill Lynch Capital.

10.82 Collateral installment note, dated May 21, 2004, between the
Company and Merrill Lynch Capital.

10.83 Amendment to Collateral installment note, dated May 21, 2004, between
the Company and Merrill Lynch Capital.

10.84 Term loan and security agreement, dated July 2, 2004, between the
Company and Merrill Lynch Capital.

10.85 Collateral installment note, dated July 2, 2004, between the Company
and Merrill Lynch Capital.

10.86 Settlement agreement between the Company and SBC California dated July
28, 2004.

31.1 Certification by Henry R. Carabelli, Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2Certification by H. Ravi Brar, Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1Certification by Henry R. Carabelli, Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by H. Ravi Brar, Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

(b)	Reports on Form 8-K

On April 29, 2004, we filed pursuant to Item 12 of Form
8-K a copy of our press release issued on April 28, 2004, announcing our
financial results for the period ended March 31, 2004.

On June 18, 2004, we furnished pursuant to Item 12 of
Form 8-K a copy of our press release issued on June 18, 2004, announcing
the election of Ms. Melinda Guzman-Moore as a director of the company.

Note: ITEMS 2, 3 and 5 are not applicable and have been omitted.











SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on August 10, 2004.

PAC-WEST TELECOMM, INC.

/s/ Henry R. Carabelli 
   Henry R. Carabelli
   President and Chief Executive Officer



/s/ H. Ravi Brar
   H. Ravi Brar	
   Chief Financial Officer and Vice President Human Resources

---