UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K ~~CURRENT REPORT~~

~~PURSUANT~~CURRENT TOREPORT ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~DATE~~PURSUANT OFTO ~~REPORT~~SECTION ~~(DATE~~13 OFOR ~~EARLIEST EVENT REPORTED~~15(d): ~~June~~OF ~~6, 2007~~

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 16, 2007

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)
(STATE OR OTHER JURISDICTION	(COMMISSION FILE	(IRS EMPLOYER
OF INCORPORATION OR	NUMBER)	IDENTIFICATION NUMBER)
ORGANIZATION)

1030 NORTH ORANGE AVENUE, SUITE 105 ~~ORLANDO, FLORIDA 32801~~

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~~

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~~ITEM 2.0102 ~~Completion~~RESULTS ofOF ~~Acquisition~~OPERATIONS orAND ~~Disposition~~FINANCIAL ~~of Assets~~CONDITION

OnITEM ~~December 1, 2004, PainCare Holdings, Inc~~7.01 ~~("PainCare"),~~REGULATION ~~PainCare~~FD Acquisition Company XV, Inc. ("PainCare Sub XV," and together with PainCare the "Practice Sellers"), The Center for Pain Management, LLC (the "Original Practice"), Lester A. Zuckerman, M.D. ("Zuckerman"), P. Bobby Dey, M.D. ("Dey"), Michael J. Daly, M.D. ("Daly"), Marc A. Love, M.D. ("Loev"), Mark H. Coleman, M.D. ("Coleman"), and Ali El-Mohandes, M.D. ("El-Mohandes," and together with Zuckerman, Dey, Daly, Loev, and Coleman, the "Members") effected a series of transactions through which (i) the Practice Sellers acquired from the Original Practice and the Members (collectively the "Original Practice Buyers") substantially all of the non-medical assets of the Original Practice, and (ii) PainCare Sub XV and the Original Practice entered into a management services agreement, as amended (the "Management Services Agreement"), pursuant to which PainCare Sub XV agreed to manage the business operations of the Original Practice (the "Original Practice Purchase Transaction").DISCLOSURE

On ~~September 26~~August 16, ~~2005~~2007, PainCare Holdings, ~~PainCare Surgery Center III,~~ Inc. (~~"PainCare~~the ~~Surgery Center~~“Company”)," ~~and~~issued ~~together~~a ~~with~~press ~~PainCare~~release reporting the ~~"Surgery~~Company’s ~~Center~~financial ~~Sellers"),~~results ~~The~~for ~~Center~~the ~~for~~quarter ~~Pain~~ended ~~Management~~June 30, ~~ASC~~2007, ~~LLC~~and ~~(the~~stating ~~"Original~~that, ~~Surgery~~due ~~Center")~~to ~~and~~the ~~certain~~Company’s effectuation of ~~the~~numerous ~~Members~~dispositions ~~(collectively~~of physician practices during the ~~"Surgery~~quarter ~~Center~~resulting ~~Buyers")~~in ~~effected~~the aneed ~~series~~for ofadditional ~~transactions~~time ~~through~~to ~~which~~complete the ~~Surgery~~associated ~~Center~~accounting ~~Sellers~~and ~~acquired~~financial ~~substantially~~reporting, ~~all~~the ofCompany ~~the~~anticipates ~~assets~~filing ofits Form 10-Q for the ~~Original~~3 ~~Surgery~~months ~~Center~~ended ~~(the~~June 30, ~~"Original~~2007, ~~Surgery~~no ~~Center~~later ~~Purchase~~than August 21, ~~Transaction")~~2007.

OnA ~~June~~copy 6,of ~~2007,~~ the ~~Practice~~press ~~Sellers,~~release ~~the~~is ~~Practice Buyers~~furnished, ~~the~~with ~~Surgery Center Sellers, and~~ the ~~Surgery~~exception ~~Center Buyers, entered into an Agreement By And Among Secured Creditors (the "Settlement Agreement") and several ancillary documents pursuant to which (i) PainCare Sub XV sold substantially all~~ of ~~its assets to~~ the ~~Original~~statement ~~Practice,~~regarding the ~~Management~~filing ~~Services Agreement was terminated, and all other agreements entered into in the Original Practice Purchase Transaction were terminated, in consideration for a payment~~ of ~~$5 million by~~ the ~~Practice Buyers (approximately $4.7 million of which was paid directly to PainCare'~~Company’s ~~senior~~10-Q creditor to reduce amounts owed under PainCare's senior credit facility) and the assumption by the Original Practice of certain liabilities of PainCare Sub XV, (ii) the PainCare Surgery Center sold substantially all of its assets to the Original Surgery Center and all agreements entered into in the Original Surgery Center Purchase Transaction were terminated, in consideration for which is ~~all payment obligations of the Surgery Center Sellers~~ to ~~the~~be ~~Surgery~~considered ~~Center~~filed ~~Buyers~~ under the ~~Original~~Exchange ~~Surgery Center Purchase Transaction were cancelled and certain liabilities of the PainCare Surgery Center were assumed by the Original Surgery Center~~Act, ~~and~~as ~~(iii)~~Exhibit ~~the parties entered into mutual releases~~99.1.

~~The~~ITEM ~~description~~9.01 ofFINANCIAL ~~the~~STATEMENTS ~~Settlement~~AND ~~Agreement and the ancillary documents set forth herein is qualified in its entirety by the specific terms of the Settlement Agreement, a copy of which is attached hereto as an Exhibit.~~EXHIBITS

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Exhibit Description
99.1		Press Release dated August 16, 2007.

(d)	Exhibits
	99.1	Agreement By And Among Secured Creditors
	99.2	Press Release dated June 7, 2007

SIGNATURES

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

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


Dated August 16, 2006	PAINCARE HOLDINGS, INC.

	By:	/s/ Randy Lubinsky
		Randy Lubinsky
		Chief Executive Officer and Director

Dated June 7, 2007	PAINCARE HOLDINGS, INC.
	By:	/s/ Randy Lubinsky
		Randy Lubinsky
		Chief Executive Officer and Director

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