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): ~~April~~May 8, 2009

XEDAR CORPORATION

(Exact name of registrant as specified in its charter)

Colorado		000-08356		84-0684753
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3773 Cherry Creek North Drive, Suite 995

Denver, CO 80209

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code: (303) 377-0033

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:

[ ] 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 8.01 Other Events.

On April 8, 2009, Xedar Corporation, a Colorado corporation (the “Company”), announced that its Board of Directors ~~has~~had approved a plan to deregister the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, and therefore, terminate its obligations to file periodic and current reports with the Securities and Exchange Commission (“SEC”). The deregistration ~~would~~was proposed to be accomplished through a 101-to-1 reverse stock split of shares of the Company’s common stock, (the “Reverse Stock Split”), and/or the purchase, from time to time, in separate, privately negotiated, transactions of a sufficient number of small lot shares to reduce the number of shareholders of record to below 300 persons. Under the terms of the proposed reverse stock split, All stockholders owning fewer than 101 common shares of the Company immediately before the reverse stock split will receive $1.00 in cash for each pre-split common share and will no longer be a stockholder of the Company. All stockholders owning 101 or more common shares of the Company immediately before the reverse stock split will receive one share for each 101 common shares held and, in lieu of any fractional shares following the reverse stock split, will receive $1.00 in cash for any pre-split shares that result in the fraction.

~~If, after~~As ~~completion~~indicated ofin ~~the~~its ~~reverse~~April ~~stock~~8, ~~split~~2009 filing, the Company’s ~~has~~Board ~~fewer than 300 shareholders~~ of ~~record,~~Directors retained the ~~Company~~right ~~intends~~ to ~~terminate~~abandon the ~~registration~~proposed ofReverse ~~its common~~Stock ~~stock~~Split ~~under~~at ~~the~~any ~~Securities~~time ~~and~~prior ~~Exchange~~to ~~Act of 1934, as amended, by~~its ~~filing~~completion aif ~~Certification~~the ~~And~~Board ~~Notice~~of OfDirectors ~~Termination~~determined ~~Of Registration on Form 15. If~~ that ~~occurs,~~ the ~~Company~~Reverse ~~will~~Stock beSplit ~~relieved of its requirements~~was tono ~~file~~longer ~~periodic~~in ~~reports with~~ the ~~SEC,~~best ~~including~~interests ~~annual~~of ~~reports~~the onCompany ~~Form~~or ~~10-K, quarterly~~its ~~reports on Form 10-Q, and current reports on Form 8-K~~stockholders.

~~Implementation~~Because of the ~~reverse~~number ~~stock split is subject to stockholder approval~~ of anshareholders ~~amendment to the Company’s Articles~~ of ~~Incorporation~~record atfell abelow ~~special~~300 ~~meeting~~persons ~~called~~prior ~~for~~to ~~that purpose. Approval of~~ the ~~reverse stock split requires the approval of~~filing ~~the~~and ~~affirmative~~distribution ~~vote~~ of atthe ~~least~~Company’s adefinitive ~~majority~~proxy ofstatement awith ~~quorum~~respect ofto ~~stockholders present~~the inReverse ~~person~~Stock orSplit, ~~by proxy at~~ the ~~special~~Company’s ~~meeting~~Board ~~(i.e.,~~of ifDirectors ahas ~~quorum~~determined ~~exists~~that at the ~~special~~Reverse ~~meeting,~~Stock ~~the~~Split ~~votes~~is ~~cast~~no ~~favoring~~longer in the ~~reverse~~best ~~stock~~interests ~~split~~of ~~must exceed~~ the ~~votes~~ ~~cast~~Company ~~opposing~~or ~~the reverse stock split)~~its stockholders. ~~The~~As ~~Company expects that~~ a ~~special~~result, ~~meeting of~~ the ~~stockholders~~Board toof ~~vote~~Directors onhas ~~the~~decided ~~amendment will be held~~to atabandon the ~~end~~Reverse ofStock ~~May~~Split ~~2009,~~ and ~~that~~to ifcancel ~~this amendment is approved,~~ the ~~stock~~Special ~~split~~Meeting of ~~and~~Stockholders ~~deregistration~~with ~~will~~respect ~~be effective promptly thereafter~~thereto.

The Company’s ~~Board~~filed ofits ~~Directors~~Certification ~~may~~And ~~abandon~~Notice ~~the~~Of ~~proposed~~Termination ~~reverse~~Of ~~stock~~Registration ~~split at any~~on ~~time~~Form ~~prior~~15 towith the ~~completion~~SEC of the proposed transaction if they believe that the proposed transaction is no longer in the best interests of the Company or its stockholders. A copy of the Company’s press release announcing this transaction is being furnished as Exhibit 99.1 to this Current Report on ~~Form~~ May 8-K, ~~and incorporated herein by reference~~2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number	Description
99.1	Press Release of the Company, dated April 8, 2009

Signatures

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

	Xedar Corporation
Dated: April 8, 2009	By:	/s/ Hugh Williamson III
Dated: May 11, 2009	By:	/s/ Hugh Williamson III
		Hugh Williamson III Chairman, President and CEO

Exhibit Index

Number	Description
99.1	Press Release of the Company, dated April 8, 2009

Filing Compare · XEDAR CORP