EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL
OFFICER

I, Mark Szporka, certify that:

|1. | I have reviewed this Annual Report
      on Form 10-K/A of PainCare Holdings, Inc.;                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge, this report
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;                           
|  
|3. | Based on my knowledge, the
      financial statements, and other financial information included in this
      report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;                                              
|  
|4. | The registrants other certifying
      officer and I are responsible for establishing and maintaining disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e)) internal control over financial reporting (as defined in
      Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and
      have:
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                           
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                           
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                           
|  
|   | d)                                                                                                                                                                                                                                                                                                                                                           
|  
|5. | The registrants other certifying
      officer and I have disclosed, based on our most recent evaluation of
      internal control over financial reporting, to the registrants auditors
      and the audit committee of the registrants board of directors (or persons
      performing the equivalent functions):                                      
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                           
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                           
|  

Date: September 29, 2006

/s/ Mark SzporkaMark
Szporka, Chief Financial & Accounting Officer

---