p8k.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing

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) October 19, 2006

PAINCARE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida    1-14160    06-1110906 
(State or other jurisdiction    (Commission File Number)    (IRS Employer 
of incorporation)        Identification No.) 
 
 
                            1030 N. Orange Avenue, Ste. 105, Orlando,     
Florida        32801 
(Address of principal executive offices)        (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):



Item 8.01     Other Events.

On October 19, 2006, PainCare Holdings, Inc. (the "Company") issued a press release regarding its financial restructuring plan providing for the sale of the Company's interests in its ambulatory surgery centers. Management believes that the proceeds of the proposed sale(s) are expected to yield sufficient cash to materially reduce or retire in full the Company's prevailing debt obligations. A copy of the press release is filed herewith.

Item 9.01    Financial Statements and Exhibits.

(d)      Exhibits
 
  99.1 Press Release dated October 19, 2006.
 


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.

Date: October 19, 2006        PAINCARE HOLDINGS, INC. 
 
    BY:    /s/ MARK SZPORKA 
        Chief Financial Officer