EXHIBIT 31.2



CERTIFICATION PURSUANT TO 13A-14 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002



In connection with the Quarterly Report of PainCare Holdings, Inc.
(the Company) on Form 10-Q for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Mark Szporka, Chief Financial and Accounting Officer of the
Company, hereby certify that:



(1) I have reviewed this quarterly report on
Form 10-Q of the Company.



(2) Based on my knowledge, this quarterly 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 quarterly 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 officers and I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:



i. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



ii. Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



iii. Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and



(5) The
registrants other certifying officer(s) 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):



i. all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial
information; and



ii any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrants internal control over financial reporting.



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|----------------------- |  |  |  |  |  | ---------------- |  | ------------------------------------
|                        |  |  |  |  |  |                  |  |                                     
|Date: November 14, 2005 |  |  |  |  |  | /s/ Mark Szporka
|                        |  |  |  |  |  |                  |  | Mark Szporka                        
|                        |  |  |  |  |  |                  |  | Chief Financial & Accounting Officer