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


          Date of Report (Date of Earliest Event Reported): May 2, 2006


                                PACIFIC CMA, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                      0-27653               84-1475073
(State or other jurisdiction  (Commission File Number)    (I.R.S. Employer
   of incorporation)                                      Identification No.)


                      C/O AIRGATE INTERNATIONAL CORPORATION
                            153-10 ROCKAWAY BOULEVARD
                             JAMAICA, NEW YORK 11434
                (Address of Principal Executive Offices/Zip Code)

                                 (212) 247-0049
              (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 (see General Instruction A.2. below):

      |_|   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 ct (17 CFR 240.14d-2(B))
      |_|   Pre-commencement communications pursuant to Rule 13e-4(c)) under the
            Exchange Act (17 CFR 240.13e-4c))


<PAGE>




ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective  May  2,  2006,  Pacific  CMA,  Inc.  (the  "Company")  completed  the
restructuring  of its  outstanding  $7.5 million  credit  facility  (the "Laurus
Credit Facility") with Laurus Master Fund, Ltd. ("Laurus"),  which was initially
entered  into on August 4,  2005.  As of April 30,  2006,  there was $4  million
outstanding  under the Laurus Credit  Facility.  The following  material changes
were made to the Laurus Credit Facility:

      Conversion  Feature.  The conversion feature of the Laurus Credit Facility
has  been  limited  to the  conversion  of the  secured  convertible  note  (the
"Convertible  Note") in the maximum  principal  amount of $4  million,  which is
convertible  into shares of the Company's  common stock (the "Common  Stock") at
fixed  conversion  rates of $0.88 per share with respect to the first $3,750,000
and $1.05 per share with respect to the remaining $250,000.

      Additional  Warrant.  In connection with the  restructuring  of the Laurus
Credit  Facility,  the Company issued an additional  warrant to Laurus providing
Laurus the right to purchase up to an additional  350,000 shares of Common Stock
at an exercise price of $0.88 per share.

      Registration  Rights.  Pursuant  to the terms of an  Amended  Registration
Rights  Agreement,  dated as of May 2, 2006,  by and  between  the  Company  and
Laurus, the Company agreed to file, by June 1, 2006, a registration statement to
cover the resales of the shares of Common Stock issuable upon  conversion of the
Convertible  Note  and  both  warrants  issued  to  Laurus,  and  to  have  such
registration  statement  declared  effective  by  August  30,  2006.  Any  prior
penalties relating to the Company's inability to register shares of common stock
for resale have been waived.

      All other material terms of the Laurus Credit Facility, which can be found
in the  Company's  Current  Report on Form 8-K  filed  with the  Securities  and
Exchange  Commission on August 4, 2005,  remain  unchanged and in full force and
effect.

      The foregoing  information  is also qualified by reference in its entirety
to the  copies of the  Amended  and  Restated  Security  Agreement,  the Form of
Secured  Convertible Note, the Form of Secured  Non-Convertible  Revolving Note,
the Form of Common Stock Purchase Warrant, the Amended and Restated Registration
Rights  Agreement and the  Reaffirmation  Agreement  which are filed herewith as
exhibits and incorporated in this Item 1.01 by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The disclosure contained in Item 1.01 is incorporated herein by reference.


                                       2
<PAGE>


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Set forth below is a list of Exhibits included as part of this Current Report.

      10.32 Amended and Restated Security Agreement, dated as of May 2, 2006, by
            and  among  Pacific  CMA,  Inc.,   certain  acquired  United  States
            Subsidiaries of Pacific CMA, Inc. and Laurus Master Fund, Ltd.

      10.33 Form of  Secured  Convertible  Note  dated as of May 2, 2006 and due
            July 29, 2008

      10.34 Form of Secured  Non-Convertible  Revolving  Note dated as of May 2,
            2006 and due July 29, 2008

      10.35 Form of Common Stock Purchase Warrant, dated as of May 2, 2006

      10.36 Amended and Restated Registration Rights Agreement,  dated as of May
            2, 2006

      10.37 Reaffirmation Agreement, dated as of May 2, 2006

      99.1  Press Release issued May 4, 2006


      This Current Report on Form 8-K may contain,  among other things,  certain
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995,  including,  without limitation,  statements with
respect to the Company's  plans,  objectives,  expectations  and  intentions and
other statements identified by words such as "may", "could", "would",  "should",
"believes", "expects", "anticipates", "estimates", "intends", "plans" or similar
expressions.   These   statements  are  based  upon  the  current   beliefs  and
expectations  of the Company's  management and are subject to significant  risks
and  uncertainties.  Actual  results  may  differ  from  those  set forth in the
forward-looking  statements.  These  forward-looking  statements involve certain
risks and  uncertainties  that are  subject to change  based on various  factors
(many of which are beyond the Company's control).





                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       3
<PAGE>




                                   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 hereunto duly authorized.


                                                  PACIFIC CMA, INC.


                                             By:  /s/ Alfred Lam
                                                  ------------------------------
                                                  Name:  Alfred Lam
                                                  Title:  Chairman and CEO


Dated:  May 4, 2006




                                       4
<PAGE>



                                  EXHIBIT INDEX


    EXHIBIT NO.                DESCRIPTION
    -----------                -----------


      10.32 Amended and Restated Security Agreement, dated as of May 2, 2006, by
            and  among  Pacific  CMA,  Inc.,   certain  acquired  United  States
            Subsidiaries of Pacific CMA, Inc. and Laurus Master Fund, Ltd.

      10.33 Form of  Secured  Convertible  Note  dated as of May 2, 2006 and due
            July 29, 2008

      10.34 Form of Secured  Non-Convertible  Revolving  Note dated as of May 2,
            2006 and due July 29, 2008

      10.35 Form of Common Stock Purchase Warrant, dated as of May 2, 2006

      10.36 Amended and Restated Registration Rights Agreement,  dated as of May
            2, 2006

      10.37 Reaffirmation Agreement, dated as of May 2, 2006

      99.1  Press Release issued May 4, 2006
{"company-data": {"conformed-name": "PACIFIC CMA INC", "cik": "0001071775", "assigned-sic": "4231", "irs-number": "841475073", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31915", "film-number": "06811385"}, "business-address": {"street1": "1350 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2122470049"}, "mail-address": {"street1": "1350 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
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

          Date of Report (Date of Earliest Event Reported): May 2, 2006

                                PACIFIC CMA, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                      0-27653               84-1475073
(State or other jurisdiction  (Commission File Number)    (I.R.S. Employer
   of incorporation)                                      Identification No.)

                      C/O AIRGATE INTERNATIONAL CORPORATION
                            153-10 ROCKAWAY BOULEVARD
                             JAMAICA, NEW YORK 11434
                (Address of Principal Executive Offices/Zip Code)

                                 (212) 247-0049
              (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 (see General Instruction A.2. below):

      |_|   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 ct (17 CFR 240.14d-2(B))
      |_|   Pre-commencement communications pursuant to Rule 13e-4(c)) under the
            Exchange Act (17 CFR 240.13e-4c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective  May  2,  2006,  Pacific  CMA,  Inc.  (the  "Company")  completed  the
restructuring  of its  outstanding  $7.5 million  credit  facility  (the "Laurus
Credit Facility") with Laurus Master Fund, Ltd. ("Laurus"),  which was initially
entered  into on August 4,  2005.  As of April 30,  2006,  there was $4  million
outstanding  under the Laurus Credit  Facility.  The following  material changes
were made to the Laurus Credit Facility:

      Conversion  Feature.  The conversion feature of the Laurus Credit Facility
has  been  limited  to the  conversion  of the  secured  convertible  note  (the
"Convertible  Note") in the maximum  principal  amount of $4  million,  which is
convertible  into shares of the Company's  common stock (the "Common  Stock") at
fixed  conversion  rates of $0.88 per share with respect to the first $3,750,000
and $1.05 per share with respect to the remaining $250,000.

      Additional  Warrant.  In connection with the  restructuring  of the Laurus
Credit  Facility,  the Company issued an additional  warrant to Laurus providing
Laurus the right to purchase up to an additional  350,000 shares of Common Stock
at an exercise price of $0.88 per share.

      Registration  Rights.  Pursuant  to the terms of an  Amended  Registration
Rights  Agreement,  dated as of May 2, 2006,  by and  between  the  Company  and
Laurus, the Company agreed to file, by June 1, 2006, a registration statement to
cover the resales of the shares of Common Stock issuable upon  conversion of the
Convertible  Note  and  both  warrants  issued  to  Laurus,  and  to  have  such
registration  statement  declared  effective  by  August  30,  2006.  Any  prior
penalties relating to the Company's inability to register shares of common stock
for resale have been waived.

      All other material terms of the Laurus Credit Facility, which can be found
in the  Company's  Current  Report on Form 8-K  filed  with the  Securities  and
Exchange  Commission on August 4, 2005,  remain  unchanged and in full force and
effect.

      The foregoing  information  is also qualified by reference in its entirety
to the  copies of the  Amended  and  Restated  Security  Agreement,  the Form of
Secured  Convertible Note, the Form of Secured  Non-Convertible  Revolving Note,
the Form of Common Stock Purchase Warrant, the Amended and Restated Registration
Rights  Agreement and the  Reaffirmation  Agreement  which are filed herewith as
exhibits and incorporated in this Item 1.01 by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The disclosure contained in Item 1.01 is incorporated herein by reference.

                                       2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Set forth below is a list of Exhibits included as part of this Current Report.

      10.32 Amended and Restated Security Agreement, dated as of May 2, 2006, by
            and  among  Pacific  CMA,  Inc.,   certain  acquired  United  States
            Subsidiaries of Pacific CMA, Inc. and Laurus Master Fund, Ltd.

      10.33 Form of  Secured  Convertible  Note  dated as of May 2, 2006 and due
            July 29, 2008

      10.34 Form of Secured  Non-Convertible  Revolving  Note dated as of May 2,
            2006 and due July 29, 2008

      10.35 Form of Common Stock Purchase Warrant, dated as of May 2, 2006

      10.36 Amended and Restated Registration Rights Agreement,  dated as of May
            2, 2006

      10.37 Reaffirmation Agreement, dated as of May 2, 2006

      99.1  Press Release issued May 4, 2006

      This Current Report on Form 8-K may contain,  among other things,  certain
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995,  including,  without limitation,  statements with
respect to the Company's  plans,  objectives,  expectations  and  intentions and
other statements identified by words such as "may", "could", "would",  "should",
"believes", "expects", "anticipates", "estimates", "intends", "plans" or similar
expressions.   These   statements  are  based  upon  the  current   beliefs  and
expectations  of the Company's  management and are subject to significant  risks
and  uncertainties.  Actual  results  may  differ  from  those  set forth in the
forward-looking  statements.  These  forward-looking  statements involve certain
risks and  uncertainties  that are  subject to change  based on various  factors
(many of which are beyond the Company's control).

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       3
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 hereunto duly authorized.

                                                  PACIFIC CMA, INC.

                                             By:  /s/ Alfred Lam
                                                  ------------------------------
                                                  Name:  Alfred Lam
                                                  Title:  Chairman and CEO

Dated:  May 4, 2006

                                       4
EXHIBIT INDEX

    EXHIBIT NO.                DESCRIPTION
    -----------                -----------

      10.32 Amended and Restated Security Agreement, dated as of May 2, 2006, by
            and  among  Pacific  CMA,  Inc.,   certain  acquired  United  States
            Subsidiaries of Pacific CMA, Inc. and Laurus Master Fund, Ltd.

      10.33 Form of  Secured  Convertible  Note  dated as of May 2, 2006 and due
            July 29, 2008

      10.34 Form of Secured  Non-Convertible  Revolving  Note dated as of May 2,
            2006 and due July 29, 2008

      10.35 Form of Common Stock Purchase Warrant, dated as of May 2, 2006

      10.36 Amended and Restated Registration Rights Agreement,  dated as of May
            2, 2006

      10.37 Reaffirmation Agreement, dated as of May 2, 2006

      99.1  Press Release issued May 4, 2006