UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number

NOTIFICATION OF LATE FILING

(Check One):	x  Form 10-K     ¨  Form 11-K     ¨  Form 20-F     ¨  Form 10-Q
	For Period Ended: December 31, 2007
	¨  Transition Report on Form 10-K
	¨  Transition Report on Form 20-F
	¨  Transition Report on Form 11-K
	¨  Transition Report on Form 10-Q
	¨  Transition Report on Form N-SAR
	For Transition Period Ended:

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

Part I — Registrant Information

PAINCARE HOLDINGS, INC.

Full Name of Registrant:

Former Name if Applicable:

1030 N. Orange Avenue, Ste. 105

Address of Principal Executive Office (Street and Number):

Orlando, FL 32801

City, State and Zip Code:

Part II — Rule 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

x	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III — Narrative

State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or portion thereof could not be filed within the prescribed time period.

The Registrant could not file the Form 10-K within the prescribed time because of issues regarding (i) the assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, in accordance with Section 404 of the Sarbanes-Oxley Act of 2002; and (ii) a material reduction in Registrants office staff.

Part IV — Other Information

(1) Name and telephone number of person to contact in regard to this notification:

Mark Szporka	(407)	367-0944
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify the report(s):    ¨  Yes    x  No

The Registrant filed the following periodic reports late during the preceding 12 months:

* Form 10-Q for the fiscal quarter ended 3/31/07

* Form 10-Q for the fiscal quarter ended 6/30/07

* Form 10-Q for the fiscal quarter ended 9/30/07

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    x  Yes    ¨  No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The disposition of several physician practices, which occurred during the year ending December 31, 2007, will result in a significant change in the Registrant’s results of operations from the corresponding period the prior fiscal year which will be reflected in the Registrant’s earnings statements to be included in the Registrant’s Form 10-K. The earnings statement has not yet been finalized and therefore Registrant is unable to specifically quantify the change in revenues and net income/loss at this time.

PAINCARE HOLDINGS, INC.

(Name of Registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	April 1, 2008	By:	/s/ Mark Szporka
			Mark Szporka Chief Financial Officer
			Name and Title

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