UNITED STATESSTATESSECURITIES SECURITIES AND EXCHANGE COMMISSION WASHINGTONCOMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTREPORTPURSUANT PURSUANT TO SECTION 13 OR 15(d) OFOFTHE THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~August 223, 2006

MSO Holdings., Inc. (Exact name of registrant as specified in its charter)

Delaware	~~002~~2-98395-NY	74-3134651
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2333 Waukegan Road, Suite 175, Bannockburn, Illinois	60015
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 847-267-0801



(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):

[ _] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ _] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ _] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ _] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.0102 ~~Other~~Termination ~~Events.~~of a Material Definitive Agreement

OnAs ~~May~~discussed 9below, on August 23, 2006, aSteven ~~majority~~Straus ofresigned ~~the~~as ~~holders~~our ofpresident ~~the~~and ~~outstanding~~as ~~stock~~one of our ~~MSO~~directors. ~~Holdings,~~In ~~Inc~~connection with Mr. (Straus’s resignation, the employment agreement ~~“Company”)~~entered ~~approved~~into abetween ~~two~~us ~~hundred~~and ~~(200)~~Mr. toStraus ~~one~~dated ~~(1)~~May ~~reverse~~26, ~~stock~~2005 ~~split~~ (the “~~Reverse~~Straus ~~Stock Split~~Employment Agreement”) ofterminated ~~the~~effective ~~Company’s~~August ~~common stock. On June 2~~23, 2006, ~~the~~with ~~Board approved~~ the ~~Reverse~~exception ~~Stock Split and directed the officers~~ of ~~the~~Section 8 ~~Company~~(Indemnification), toSection ~~effect~~9 ~~the~~(Confidentiality ~~Reverse~~and ~~Stock~~Proprietary ~~Split.~~Rights), ~~The~~Section ~~Reverse Stock Split will become effective~~10 ~~upon~~(Non-solicitation) ~~the filing of an amended~~ and ~~restated~~Section ~~certificate~~11 ~~of incorporation~~ (~~the “Amended Certificate”~~Non-disparagement), ~~with~~which ~~the~~sections ~~Secretary~~shall ofsurvive ~~State~~the termination of the ~~State~~Straus ~~of Delaware~~Employment Agreement.

~~As a~~Item ~~result~~5.02 Departure of ~~the~~Directors ~~Reverse~~or ~~Stock~~Principal ~~Split,~~Officers; ~~the~~Election ~~holders~~ of ~~record~~Directors; ofAppointment ~~the Company’s common stock will be reduced to less than three hundred (300). The purpose~~ of ~~the~~Principal Reverse Stock Split is to position the Company so that the Company will no longer be required to file periodic reports and other information with the Securities and Exchange Commission (the “SEC”). Officers

~~The~~(b) On ~~Company~~August ~~intends~~23, to2006, ~~effect~~Mr. ~~the~~Straus ~~Reverse~~resigned, ~~Stock~~effective ~~Split~~August by23, ~~filing~~2006, ~~the~~from ~~Amended Certificate with~~our board ~~the Secretary~~ of ~~State~~directors onand ~~the~~as ~~date~~our ~~that~~President. isMr. ~~twenty~~Straus’s ~~(20)~~resignations ~~days~~did ~~after the date on which a~~not ~~definitive~~ relate ~~Information Statement is first mailed~~ to ~~the~~any ~~Company’s~~disagreements ~~stockholders~~ with ~~respect~~ ~~thereto.~~us Onon ~~the~~any ~~effective~~matter ~~date~~related ofto ~~the~~our ~~Amended Certificate~~operations, policies ~~stockholders~~or ~~holding~~practices. ~~a stock~~Mr. ~~certificate~~Straus ~~representing~~will ~~fewer~~continue ~~than~~on ~~two~~in ~~hundred~~a ~~(200) shares~~more oflimited ~~the~~role, ~~Company’s~~ assisting ~~common~~us ~~stock~~with ~~immediately~~our ~~prior~~operations toin the ~~effectiveness of the Amended Certificate~~Detroit, ~~and~~Michigan ~~stockholders~~market. ~~holding~~We ahave ~~stock certificate representing a number of shares~~not of yet ~~the~~identified ~~Company’s common stock not evenly divisible by two hundred (200), will receive~~ a ~~cash~~replacement ~~payment~~for inMr. Straus ~~lieu~~as of a ~~fraction~~director ofor aas ~~share~~our ~~of new common stock that would otherwise be issued following the Reverse Stock Split~~president.

Promptly after the effectiveness of the Reverse Stock Split, the Company intends to file a Form 15 with the SEC which will terminate the Company’s obligations to file periodic reports under the Securities Exchange Act of 1934, as amended. The Company anticipates that it will continue future operations as a non-reporting company, thereby relieving it of the costs, administrative burdens and competitive disadvantages associated with operating as an SEC reporting company. In connection with the SEC deregistration process, the Company will also request that NASDAQ no longer allow the quotation of its common stock on the Over-the-Counter Bulletin Board.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MSO Holdings, Inc. By: /s/ ~~Steven~~Thomas ~~Straus~~M. ~~Steven~~Mason ~~Straus~~Thomas ~~President~~M. Mason Chief Financial Officer

Dated: ~~June~~August 829, 2006

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