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~~June 226, 2007

PAINCARE HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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))

¨ 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 2.01 Completion of Acquisition or Disposition of Assets

~~Alo~~On ~~Rescission~~December 1, 2004, PainCare Holdings, Inc. ("PainCare"), PainCare 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").

InOn ~~December~~September ~~2003 and April 2004~~26, ~~PainCare Holdings~~2005, ~~Inc. ("~~PainCare"), PainCare, ~~Inc.~~Surgery ~~("PainCare~~Center ~~Sub")~~III, ~~PainCare Acquisition Company IX,~~ Inc. ("PainCare ~~Sub~~Surgery IXCenter," and together with PainCare ~~and PainCare Sub~~ the "~~PainCare~~Surgery IXCenter ~~Parties~~Sellers"), ~~Kenneth~~The M.Center ~~Alo,~~for ~~M.D.,~~Pain ~~("Dr.~~Management ~~Alo")~~ASC, ~~NCCCK~~LLC ~~Children's Trust~~ (the "~~Trust"),~~Original ~~Alpha~~Surgery ~~Three, FLP (~~Center"~~FLP"~~), ~~Alo~~and ~~Nongrantor~~certain ~~Trust~~of (the ~~"2004~~Members ~~Trust"), Delta KMA Two FLP~~ (~~the~~collectively ~~"KMA Trust"), and Kenneth Alo, M.D., P.A. (~~the "~~Med~~Surgery ~~PA",~~Center ~~and together with Dr. Alo, the Trust, FLP, the 2004 Trust, and the KMA Trust, the~~ Buyers"~~Alo Parties"~~), ~~entered~~effected ~~into~~ a series of ~~transaction~~transactions through which the ~~PainCare~~Surgery IXCenter ~~Parties~~Sellers acquired ~~from~~substantially ~~the~~all ~~Alo~~of ~~Parties~~the ~~certain~~assets ~~medical~~of ~~practices~~the inOriginal ~~Houston~~Surgery ~~Texas~~Center (the "~~Alo~~Original Surgery Center Purchase ~~Transactions~~Transaction").

On ~~May~~June 226, 2007, the ~~PainCare~~Practice IXSellers, ~~Parties~~the Practice Buyers, the Surgery Center Sellers, and the ~~Alo~~Surgery ~~Parties~~Center Buyers, entered into aan ~~Mutual~~Agreement ~~Settlement~~By ~~Agreement~~And ~~and~~Among ~~General~~Secured ~~Release~~Creditors (the "~~Alo~~ Settlement Agreement") and several ancillary documents ~~(the~~pursuant ~~"Alo~~to ~~Settlement~~which ~~Transaction"~~(i) ~~pursuant~~PainCare Sub XV sold substantially all of its assets to ~~which~~the ~~said~~Original ~~parties~~Practice, ~~rescinded~~the Management Services Agreement was terminated, and all other agreements entered into in the ~~Alo~~Original Practice Purchase Transaction ~~and~~were terminated, ~~all~~in ~~agreements~~consideration ~~among~~for ~~them.~~a Topayment ~~effectuate~~of $5 million by the ~~rescission~~Practice Buyers (approximately $4.7 million of ~~the~~which ~~Alo~~was ~~Purchase~~paid ~~Transactions,~~directly ~~(i)~~to PainCare's ~~Sub~~senior ~~sold,~~creditor ~~and~~to ~~Dr.~~reduce ~~Alo~~amounts ~~and~~owed ~~Med~~under PAPainCare's ~~purchased,~~senior ~~all~~credit offacility) and the ~~issued~~assumption ~~and~~by ~~outstanding~~the ~~shares~~Original Practice of ~~stock~~certain liabilities of PainCare Sub ~~IX;~~XV, (ii) the ~~Alo~~PainCare ~~Parties~~Surgery ~~paid~~Center ~~$400,000~~sold atsubstantially ~~closing;~~all ~~(iii)~~of ~~Dr.~~its ~~Alo~~assets ~~issued~~to athe ~~promissory~~Original ~~note~~Surgery toCenter ~~PainCare~~and ~~Sub~~all inagreements ~~the~~entered ~~principal~~into ~~amount~~in ofthe ~~$200,000,~~Original ~~with~~Surgery ~~interest~~Center atPurchase ~~12%~~Transaction ~~per~~were ~~year~~terminated, ~~payable~~ in 6consideration ~~equal~~for ~~monthly~~which ~~payments,~~all ~~said~~ payment obligations ~~being~~of ~~secured~~the bySurgery aCenter ~~grant~~Sellers ofto athe ~~security~~Surgery ~~interest~~Center inBuyers under the ~~accounts~~Original ~~receivable~~Surgery ofCenter ~~Med~~Purchase PATransaction ~~and~~were ~~PainCare~~cancelled ~~Sub IX~~ and ~~all~~certain ~~shares~~liabilities of ~~common~~the ~~stock~~PainCare ofSurgery ~~PainCare~~Center ~~owned~~were assumed by the ~~Alo~~Original ~~Parties;~~Surgery Center, and (iviii) the parties entered into ~~general~~mutual ~~release agreements~~releases.

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

Khan Rescission

On December 31, 2003, PainCare, PainCare Sub, PainCare Acquisition Company VII, Inc. ("PainCare Sub VII," and together with PainCare and PainCare Sub, the "PainCare VII Parties"), Saqib Khan, M.D. ("Dr. Khan") and Health Care Center of Tampa, Inc. ("HCCT") entered into a series of transaction through which HCCT merged with and into PainCare Sub VII (the "Khan Purchase Transaction").

On May 22, 2007, PainCare, PainCare Sub, and Dr. Khan entered into a Settlement Agreement (the "Khan Settlement Agreement") and several ancillary documents (the "Khan Settlement Transaction") pursuant to which said parties rescinded the Khan Purchase Transaction and terminated all agreements among them. To effectuate the rescission of the Khan Purchase Transaction, (i) PainCare Sub sold, and Dr. Khan purchased, all of the issued and outstanding shares of stock of PainCare Sub VII; (ii) Dr. Khan paid $440,000 at closing and agreed to remit the proceeds from the sale of his 685,000 shares of common stock of PainCare; (iii) Dr. Khan purchased from PainCare and PainCare Sub certain medical equipment for a purchase price of $35,000; and (iv) the parties entered into general release agreements.

The description of the Khan Settlement Agreement and the ancillary documents set forth herein is qualified in its entirety by the specific terms of the Khan Settlement Agreement, a copy of which is attached hereto as an Exhibit.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	~~Mutual~~Agreement ~~Settlement~~By ~~Agreement~~And ~~and~~Among ~~General~~Secured ~~Release.~~Creditors
	99.2	~~Settlement~~Press ~~Agreement.~~Release dated June 7, 2007

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.

Dated: May 29, 2007	PAINCARE HOLDINGS, INC.
Dated June 7, 2007	PAINCARE HOLDINGS, INC.
	By:	~~/s/Randy Lubinsky~~	/s/ Randy Lubinsky
		~~Randy Lubinsky~~	Randy Lubinsky
		~~Chief Executive Officer and Director~~	Chief Executive Officer and Director

Filing Compare · PAINCARE HOLDINGS INC