UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~(December 2814, 2011)

TAXMASTERS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	33-11986-LA	91-2008803
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

900 Town & Country Lane, Suite 400, Houston, TX	77024
(Address of principal executive offices)	(Zip Code)

(281) 497-5937

(Registrant’s Telephone Number)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.~~02,~~01 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement

~~Pursuant~~TaxMasters, toInc., ~~notice~~a ~~from~~Nevada ~~Chris~~corporation ~~Koscinski~~(the "Company"), entered into a Securities Purchase Agreement (the ~~registrant’s~~"Purchase ~~Chief~~Agreement") ~~Financial~~with ~~Officer,~~VIG ofVenture ~~certain~~Fund I, ~~issues~~LLC, ina ~~the~~Delaware ~~registrant’s~~limited ~~financial~~liability ~~statements~~company, on ~~September~~December 814, 2011, ~~and~~for asthe ~~amended~~sale, onin ~~September~~one ~~16,~~or ~~2011,~~more tranches to be closed within 6 months of the ~~registrant’s~~first ~~board~~closing, of (i) ~~directors~~up ~~concluded~~to ~~that~~$3,000,000 of its common stock at a price per share equal to the ~~previously~~volume ~~issued~~weighted ~~financial~~average ~~statements~~price of the common stock for the ~~fiscal~~10 ~~year~~trading ~~ended~~days ~~December~~immediately ~~31,~~before ~~2009~~each closing and ~~2010,~~(ii) ~~for~~three-year warrants exercisable to purchase that number of shares of common stock equal to the ~~first~~number of shares of common stock purchased in each closing, ~~second~~with ~~and~~an ~~third~~exercise ~~quarters~~price per share equal to 110% of ~~2010~~the ~~and~~volume weighted average price of the ~~first~~common ~~quarter~~stock ~~2011~~for ~~should~~the no10 ~~longer~~trading bedays ~~relied~~immediately ~~upon.~~before ~~Additional~~each ~~information~~closing. The ~~concerning~~warrants ~~these~~contain ~~financial~~customary ~~statements~~adjustments ~~has~~for ~~been~~corporate ~~developed.~~events ~~This~~such ~~information~~as isreorganizations, ~~provided~~splits ~~below~~and dividends.

As ~~previously~~additional ~~disclosed~~consideration, the ~~registrant’s~~purchaser ~~board~~agreed ~~of directors relied upon an independent valuation firm~~ to ~~determine~~issue ~~the~~a ~~expense~~note ~~amount to be relied upon~~ in ~~valuing~~favor ~~the previously discussed issuance~~ of ~~four million (4,000,000) shares of restricted stock to Velvet International on July 27, 2010 for public relations services. As previously disclosed,~~ the ~~independent~~Company ~~appraiser,~~in ~~retained by~~ the ~~board~~amount of ~~directors of the registrant, valued the shares at~~ $~~356~~254,~~014~~503. ~~After~~22 ~~consultation~~representing ~~with~~payment ~~advisors~~for ~~and~~two ~~review~~years of ~~FASB~~interest ~~codification~~due ~~ASC~~under ~~505-50-25-7,~~that ~~the~~certain ~~registrant’s~~Promissory ~~board~~Note ofand ~~directors~~Security ~~decided~~Agreement indated ~~its~~as ~~meeting~~of on November 179, 2011 ~~that~~between itGlobal ~~will~~One use the closing trading price of registrant’s common shares on the date the shares issued to Velvet were earned. The closing trading price of the registrant’s common shares was $0.631 per share on July 27Financial, ~~2010~~Inc. ~~Therefore,~~ ~~the~~and ~~value of four million shares on July 27, 2010 is $2,524,000. This amount will be reflected in~~ the ~~restated financial statements of the registrant when filed as an expense and as an equity transaction~~Company.

AsThe ~~previously~~completion ~~disclosed,~~of the ~~registrant’s~~offering ~~board~~is subject to the satisfaction of ~~directors~~customary ~~has~~closing ~~determined~~conditions. ~~that~~The ~~the~~first ~~revenue~~tranche asof ~~reported~~the offering funded on ~~the~~December ~~financial~~14, ~~statements~~2011 for ~~the~~gross ~~fiscal~~proceeds ~~year~~of ~~ended~~$200,000. In ~~December~~this 31first closing, ~~2010~~1,818,182 ~~cannot~~shares beof ~~relied~~common ~~upon~~stock were sold at a purchase price of $0.11 ~~Based~~per onshare ~~revised~~and ~~information,~~warrants ~~the~~to ~~registrant~~purchase ~~has~~1,818,182 ~~determined~~shares ~~that~~of ~~the~~common ~~revenue~~stock ~~has~~with ~~been~~an ~~overstated~~exercise byprice of $~~617,042~~0. ~~This~~12 ~~amount~~per isshare ~~lower~~were ~~than~~issued ~~previously~~to ~~reported~~the purchaser.

As previously stated in this amended 8-K filing, the registrant’s board of directors determined that the financial statements for the fiscal year ended December 31, 2009 and 2010, for the quarterly filings for 2010, and for the quarter ended March 31, 2011 should not be relied upon due to the above discussed adjustments plus the following adjustments: an understatement in deferred revenue, an understatement in accounts receivable, an overstatement in deferred taxes, and an overstatement in the note payable to related party. The ~~note~~Company ~~payable to related party~~ is ~~the~~obligated ~~note payable~~ to ~~Patrick~~pay ~~Cox,~~fees ~~the~~equal ~~registrant’s~~to ~~Chief~~eight ~~Executive~~percent ~~Officer. As previously disclosed in this amended~~ (8-K%) ~~filing, the note payable will be reduced because~~ of ~~a bookkeeping overstatement of~~ the ~~amount~~gross ~~from~~proceeds ~~calculation~~to ofplacement ~~corporate~~agents ~~taxes~~ in ~~the~~connection ~~conversion~~with of the ~~registrant from an S corporation to a C corporation~~transaction.

The ~~registrant~~description ~~informed~~of ~~its~~the ~~independent~~documents ~~registered~~in ~~public~~this ~~accounting~~current ~~firm,~~report ~~MaloneBailey~~on ~~LLP,~~Form of8-K ~~the~~does ~~matters~~not ~~disclosed~~purport ~~above,~~to be complete and ~~the~~is ~~registrant’s~~qualified ~~board~~in ofits ~~directors~~entirety ~~discussed~~by ~~these~~reference ~~matters~~to ~~with~~the transaction documents.

~~MaloneBailey,~~Item ~~LLP~~3.02. Unregistered Sales of Equity Securities

The disclosure provided in Item 1.01 of this Form 8-2-K is hereby incorporated by reference into this Item 3.02.

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.

	TAXMASTERS, INC.
	TAXMASTERS, INC., a Nevada corporation
Date: November 28, 2011	By:	/s/ Christopher J. Koscinski
Date: December 20, 2011	By:	/s/ Patrick Cox
		Christopher J. Koscinski
		Patrick Cox
		Chief Financial Officer
		Chief Executive Officer

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