8-K

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): April 16, 2008

PAINCARE HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA	1-14160	06-1110906)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NUMBER)

1030 NORTH ORANGE AVENUE, SUITE 105

ORLANDO, FLORIDA 32801

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

Registrant’s telephone number, including area code: (407) 367-0944

Registrant’s facsimile number, including area code: (407) 367-0950

Registrant’s Website address: www.paincareholdings.com

Not Applicable

(Former name or former address, if changed since last report)

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 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 Material Definitive Agreement

On April 16, 2008, PainCare Holdings, Inc. (the “Company”) and an accredited investor (the “Investor”) closed the private placement of a Convertible Debenture in the principal amount of $50,000. The Convertible Debenture has a term of one year and is convertible at the holders option into shares of the Company’s common stock at the rate of one share of common stock for each $0.05 of Convertible Debt converted. The Convertible Debenture bears interest at the rate of 12% per year. The obligations of the Company under the Convertible Debenture are secured by a security interest in certain assets of the Company and its subsidiaries. The Convertible Debenture was issued to the Investor without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuances did not involve any public offering, and no general solicitation or general advertising was used in connection with the offering.

As a result of the issuance of the Convertible Debenture, the conversion rate of certain convertible securities of the Company held by the Investor and another accredited investor has ratcheted down to $0.05 pursuant to terms thereof.

Item 3.01 Notice of Delisting and Failure to Satisfy a Continuing Listing of all our Standards; Transfer of Listing.

On April 18, 2008, the Company received a notice from the American Stock Exchange (the “AMEX”), the national security exchange that maintains the principal listing for the Company’s common stock, citing a failure to satisfy certain of the AMEX continuing listing standards. The notice relates to the failure of the Company to timely file its annual report on Form 10-K for the fiscal year ended December 31, 2007, with the Securities and Exchange Commission as required by Sections 134 and 1101 of the AMEX company guide (the “Company Guide”). Also on April 18, 2008, based on its review of the preliminary financial information reported in a Company press release issued on April 16, 2008, the AMEX notified the Company that the Company is not in compliance with Section 1003(a)(i) of the Company Guide with stockholders’ equity of less than $2,000,000 and losses from continuing operations and net losses in two out of its three most recent fiscal years; Section 1003(a)(ii) of the Company Guide with stockholders’ equity of less than $4,000,000 and losses from continuing operations and net losses in three out of its four most recent fiscal years; Section 1003(a)(iii) of the Company Guide with stockholders’ equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years; and Section 1003(a)(iv) of the Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the AMEX, as to whether the Company will be able to continue operations and/or meet its obligations as they mature.

The Company anticipates submitting a plan by May 2, 2008 advising the AMEX of action it has taken, or will take, that will bring the Company back into compliance with Sections 134, 1101 and 1003(a)(iv) of the Company Guide no later than July 17, 2008; and an additional plan by May 19, 2008 addressing how it intends to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide no later than October 19, 2009. In the event the Company fails to submit these plans, or submits plans that are not accepted by the AMEX, the Company will be subject to delisting proceedings. Furthermore, if the plans are accepted, but the Company is not in compliance with the noted Sections of the Company Guide by July 17, 2008 and/or October 19, 2008, as required, the AMEX will initiate delisting proceeds, as appropriate.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued April 22, 2008.

SIGNATURES

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

Dated April 22, 2008	PAINCARE HOLDINGS, INC.
	By:	Mark Szporka
		Mark Szporka
		Chief Financial Officer

EX-99.1

[GRAPHIC APPEARS HERE]

PAINCARE RECEIVES NOTICES FROM AMERICAN STOCK EXCHANGE

ORLANDO, Fla. – (PR NEWSWIRE) – April 22, 2008 – PainCare Holdings, Inc. (AMEX:PRZ), a provider of pain-focused medical and surgical solutions and services, today announced that it received a letter from the American Stock Exchange (“the AMEX”) on April 18, 2008 notifying the Company that its delay in filing its Form 10-K for the fiscal year ended December 31, 2007 constitutes a failure to comply with the continued listing standards set forth in Sections 134 and 1101 of the AMEX Company Guide.

On Wednesday, April 16, 2008, PainCare released a news announcement reflecting its comparative results for the 2006 and 2007 fiscal years, ended December 31. The associated Form 10-K is expected to be filed with the U.S. Securities and Exchange Commission within the next several weeks, upon completion of its review by the Company’s independent audit firm. As noted in the aforementioned news announcement, PainCare could not complete the Form 10-K within the prescribed time because the Company effected numerous dispositions of physician practices during the 2007 fiscal year resulting in the need for additional time to complete the associated accounting and financial reporting.

Based on its review of the preliminary financial information reported in aforementioned news announcement, the AMEX also notified PainCare by way of a separate letter, dated April 18, 2008, that the Company is not in compliance with Section 1003(a)(i) of the Company Guide with stockholders’ equity of less than $2,000,000 and losses from continuing operations and net losses in two out of its three most recent fiscal years; Section 1003(a)(ii) of the Company Guide with stockholders’ equity of less than $4,000,000 and losses from continuing operations and net losses in three out of its four most recent fiscal years; Section 1003(a)(iii) of the Company Guide with stockholders’ equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years; and Section 1003(a)(iv) of the Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature.

PainCare anticipates submitting a plan by May 2, 2008 advising the AMEX of action it has taken, or will take, that will bring the Company back into compliance with Sections 134, 1101 and 1003(a)(iv) of the Company Guide no later than July 17, 2008; and an additional plan by May 19, 2008 addressing how it intends to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide no later than October 19, 2009. In the event that the Company fails to submit these plans, or submits plans that are not accepted, it will be subject to delisting proceedings. Furthermore, if the Plan is accepted, but the Company is not in compliance with the noted Sections of the AMEX Company Guide by July 17, 2008 and/or October 19, 2008, as required, the AMEX will initiate delisting proceeds, as appropriate.

About PainCare Holdings, Inc.

Headquartered in Orlando, Florida, PainCare Holdings, Inc. is a provider of pain-focused medical and surgical solutions and services. Through its proprietary network of acquired or managed physician practices, and in partnership with independent physician practices and medical institutions throughout the United States and Canada, PainCare is committed to utilizing the most advanced science and technologies to diagnose and treat pain stemming from neurological and musculoskeletal conditions and disorders. Through its subsidiary Integrated Pain Solutions (IPS), the Company is engaged in pioneering the nation’s first managed services organization that offers a multi-disciplinary healthcare network focused on the treatment of pain. For more information on PainCare Holdings, please visit www.paincareholdings.com.

This press release contains forward-looking statements that may be subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management’s current expectations or beliefs as well as assumptions made by, and information currently available to, management. These forward-looking statements, which may include statements

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regarding our future financial performance or results of operations, including expected revenue growth, cash flow growth, future expenses, future operating margins and other future or expected performance, are subject to the following risks: the acquisition of businesses or the launch of new lines of business, which could increase operating expenses and dilute operating margins; the inability to attract new patients by our owned practices, the managed practices and the limited management practice; increased competition, which could lead to negative pressure on our pricing and the need for increased marketing; the inability to maintain, establish or renew relationships with physician practices, whether due to competition or other factors; the inability to comply with regulatory requirements governing our owned practices, the managed practices and the limited management practices; that projected operating efficiencies will not be achieved due to implementation difficulties or contractual spending commitments that cannot be reduced; and to the general risks associated with our businesses.

In addition to the risks and uncertainties discussed above you can find additional information concerning risks and uncertainties that would cause actual results to differ materially from those projected or suggested in the forward-looking statements in the reports that we have filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release represent our judgment as of the date of this release and you should not unduly rely on such statements. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in the filing may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

FOR MORE INFORMATION, PLEASE CONTACT:

Investor/Shareholder Relations

Dodi Handy, President and CEO, or Daniel Conway, Chief Strategist

Elite Financial Communications Group, LLC

at 407-585-1080 or via email at prz@efcg.net

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