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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Amendment No. 1 to

FORM 10-KSB/A



(Mark One)

|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------



| | For the fiscal year ended December 31, 2003
| | -------------------------------------------



or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required]
|- | ----------------------------------------------------------------------------------------------------------



For the transition period
from                         to



Commission file number:



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PAINCARE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Florida                                                        |  | 06-1110906                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                                |  |           
|----------------------------------------------- |  | ----------
|37 N. ORANGE AVENUE, SUITE 500 ORLANDO, FLORIDA |  | 32801     
|(Address of principal executive offices)        |  | (Zip Code)



Registrants
telephone number, including area code: (407) 926-6615



Common Stock, $.0001 par value

(Title of Class)



Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



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Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B (Section
29.405 of this chapter) is not contained in this form, and no disclosure will be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ̈



The Registrants revenues for the year ended December 31, 2003 were $14,980,867.



As of March 17, 2004, the aggregate market value of the voting and non-voting common equity of the Registrant based upon the
last sale price of $2.64 for such common stock as quoted by the American Stock Exchange (symbol PRZ) held by non-affiliates of the Registrant was approximately $47,554,193.



As of March 17, 2004, there were 28,039,940 shares of the common stock of the Registrant issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



The description in this Report relating to the contents of any agreements or
other documents are qualified in their entirety by reference to those documents, copies of which are filed with this Report or otherwise filed with the Securities and Exchange Commission.



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Explanatory Note



This amended Form
10-KSB is comprised of an amended signature page in which it is clarified that Mark Szporka is the Chief Accounting Officer of the Company, as well as the Chief Financial Officer.





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                         |  |                                     
|------------------ |  |  |  | ----------------------- |  | ------------------------------------
|                   |  |  |  | PAINCARE HOLDINGS, INC.
|                   |  |  | 
|Date: June 8, 2004 |  |  |  | By:                     |  | /s/ RANDY LUBINSKY                  
|                   |  |  |  |                         |  | Chief Executive Officer and Director



|                   |  |  |  |     |  |                                                    
|------------------ |  |  |  | --- |  | ---------------------------------------------------
|                   |  |  | 
|Date: June 8, 2004 |  |  |  | By: |  | /s/ MARK SZPORKA                                   
|                   |  |  |  |     |  | Chief Financial and Accounting Officer and Director



Pursuant to the requirements of the
Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                         |  |                        |  |              
|------------------------ |  | ---------------------- |  | -------------
|Signature                |  | Title                  |  | Date         
|                         |  |                       
|/s/ RONALD RIEWOLD       |  | President and Director |  | June 8, 2004 
|                         |  |                       
|JAY ROSEN, M.D.          |  | Director               |  | June   , 2004
|                         |  |                       
|/s/ MERRILL REUTER, M.D. |  | Director               |  | June 8, 2004 
|                         |  |                       
|ARTHUR J. HUDSON         |  | Director               |  | June   , 2004
|                         |  |                       
|/s/ ROBERT FUSCO         |  | Director               |  | June 8, 2004 
|                         |  |                       
|/s/ PETER ROTHBART, M.D. |  | Director               |  | June 8, 2004