Paincare Holdings Inc (Other) (NT 10-Q)


		UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number NOTIFICATION OF LATE FILING



(Check One):		¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q

		For Period Ended: September 30, 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 the 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 – Rules 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 complete the Form 10-Q within the prescribed time because the Registrant effected numerous dispositions of physician practices during the quarter resulting in the need for additional time to complete the associated accounting and financial reporting.

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): x Yes ¨ No

(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 financial statements of the Registrant for the three and nine months ended September 30, 2007 are included herein. A detailed explanation of the change between the foregoing periods and the corresponding periods in the prior fiscal year is contained in the Registrant’s Form 10-Q for the three months ended September 30, 2007, which was filed with the Securities and Exchange Commission immediately after the filing of this Form 12b-25.

PAINCARE HOLDINGS, INC.

Consolidated Balance Sheets

As of September 30, 2007 and December 31, 2006


	September 30, 2007			December 31, 2006
Assets
Current Assets
Cash	$	434,766		$	2,414,160
Accounts receivable, net		6,506,304			8,013,638
Note receivable		968,706			500,000
Deposits, prepaids and other		884,687			552,183
Deferred tax asset		14,052,953			1,605,278
Income tax receivable		1,525,318			4,135,375
Current assets of discontinued operations		—			13,898,821

Total current assets		24,372,734			31,119,455
Property and equipment, net		6,956,927			7,949,791
Goodwill, net		32,362,550			48,685,270
Other assets		993,753			3,602,071
Non-current assets of discontinued operations		—			72,597,394

Total assets	$	64,685,964		$	163,953,981

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable and accrued expenses	$	6,732,193		$	4,035,538
Interest payable		3,367,842			781,971
Acquisition consideration payable		659,575			4,026,209
Current portion of notes payable		7,819,663			34,053,378
Convertible debentures		12,983,796			12,415,480
Current portion of default put option		600,000			600,000
Current portion of capital lease obligation		1,098,369			1,374,030
Total current liabilities of discontinued operations		—			2,311,839

Total current liabilities		33,261,438			59,598,445

Capital lease obligations		1,142,897			1,696,642
Deferred tax liability, non-current		14,052,953			3,048,760
Non-current liabilities of discontinued operations		—			67,355

Total liabilities		48,457,288			64,411,202

Minority interest related to discontinued operations					2,191,797

Shareholders’ equity
Common stock, $.0001 par value. Authorized 200,000,000 shares; issued and outstanding 67,648,717 and 66,292,721 shares, respectively		6,765			6,629
Preferred stock, $.0001 par value. Authorized 10,000,000 shares; issued and outstanding -0- shares		—			—
Additional paid in capital		143,999,041			142,763,156
Retained earnings		(127,905,841	)		(45,465,595	)
Other comprehensive income		128,711			46,792

Total stockholders equity		16,228,676			97,350,982

Total liabilities and stockholders’ equity	$	64,685,964		$	163,953,981

PAINCARE HOLDINGS, INC.

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2007 and 2006 (unaudited)


	For the three months ended September 30,						For the nine months ended September 30,
	2007			2006			2007			2006
Consolidated Statement of Operations
Revenues:
Pain Mgmt.	$	3,560,198		$	4,166,093		$	12,212,591		$	13,565,575
Surgery		775,899			1,189,135			2,258,355			4,027,780
Ancillary		1,828,616			2,296,655			7,294,691			9,892,769

Total Revenues		6,164,713			7,651,883			21,765,637			27,486,124
Cost of revenues		3,290,924			2,873,577			10,273,478			7,407,288

Gross profit		2,873,789			4,778,306			11,492,159			20,078,836
General and administrative expense		6,655,957			8,345,006			22,221,145			17,118,583
Amortization expense		344,054			165,609			372,324			466,753
Impairment		9,386,893			—			19,328,879			—
Depreciation expense		391,571			394,396			1,168,426			1,146,060

Operating income (loss)		(13,904,686	)		(4,126,705	)		(31,598,615	)		1,347,440
Interest income (expense)		(2,094,406	)		(1,588,985	)		(5,371,185	)		(3,625,849	)
Derivative benefit		—			8,558			—			10,501,509
Other income (expense)		(65,798	)		43,589			(77,232	)		418,262

Income (loss) from continuing operations before income taxes		(16,064,890	)		(5,663,543	)		(37,047,032	)		8,641,362
Provision (benefit) for income taxes		700,259			165,571			(1,186,194	)		1,958,900

Income (loss) from continuing operations, net of tax		(16,765,149	)		(5,829,114	)		(35,860,838	)		6,682,462

Discontinued operations:
Income (loss) from discontinued operations (less applicable		—			—			—			—
income tax (provision) benefit of ($0), ( $1,529,919), ($10,129), ($4,897,785))		(975,546	)		1,718,946			(12,673,145	)		5,883,061
Loss on disposal of discontinued operations		(2,304,617	)		—			(33,906,263	)		—

Income (loss) from discontinued operations, net of tax		(3,280,163	)		1,718,946			(46,579,408	)		5,883,061
Income (loss) from operations before a cumulative effect of a change in accounting principle		(20,045,312	)		(4,110,168	)		(82,440,246	)		12,565,523

Cumulative effect of a change in accounting principle (net of tax of $661,283)		—			—			—			991,925

Net income (loss)	$	(20,045,312	)	$	(4,110,168	)	$	(82,440,246	)	$	13,557,448

Basic income (loss) per common share:
Income (loss) from continuing operations before cumulative effect of a change in accounting principle	$	(.25	)	$	(.09	)	$	(.53	)	$	.10
Income (loss) from discontinued operations	$	(.05	)	$	.03		$	(.69	)	$	.09
Cumulative effect of a change in accounting principle		—			—			—		$	.02

Net income (loss)	$	(.30	)	$	(.06	)	$	(1.22	)	$	.21

Diluted income (loss) per common share:
Income (loss) from continuing operations before cumulative effect of a change in accounting principle	$	(.25	)	$	(.09	)	$	(.53	)	$	.09
Income (loss) from discontinued operations	$	(.05	)	$	.03		$	(.69	)	$	.08
Cumulative effect of a change in accounting principle		—			—			—		$	.01

Net income (loss)	$	(.30	)	$	(.06	)	$	(1.22	)	$	.18

Basic weighted average common shares outstanding		67,563,753			64,482,619			67,061,322			64,040,150
Diluted weighted average common shares outstanding		67,563,753			64,482,619			67,061,322			74,166,535