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~~November 2326, 2008

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.)

~~8310~~3773 ~~South~~Cherry ~~Valley~~Creek ~~Highway~~North Drive, Suite ~~220~~995

~~Englewood~~Denver, CO ~~80112~~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 13.0102 ~~Entry~~Unregistered ~~Into~~Sales ~~Material~~of ~~Definitive Agreements~~Equity Securities

AsOn ~~previously~~November ~~reported~~26, ~~on March 3,~~ 2008, weXedar ~~borrowed~~Corporation ~~$1,000,000~~(“Company”) ~~from~~sold ~~our~~and ~~CEO~~issued, ~~Hugh H.~~in ~~Williamson~~a private placement, ~~III. We~~an ~~used~~aggregate ~~$478~~of 3,000,000 shares of ~~the~~its ~~loan~~no topar ~~pay~~value ~~down~~common ~~our line~~stock of(“Shares”), ~~credit~~together with ~~KeyBank~~an ~~National~~aggregate ~~Association. The remainder~~ of ~~the loan~~3,000,000 iswarrants ~~being used for working capital~~ (~~the "Williamson Loan"~~“Warrants”)~~. The~~ to ~~Williamson~~purchase ~~Loan~~Shares ~~bears interest~~ at aan ~~variable~~exercise ~~rate,~~price ~~which~~of is$1.00 ~~equal~~per ~~to the prime rate charged by KeyBank~~share, which ~~rate~~Warrants ~~was~~have ~~6.0%~~a term as of ~~the~~5 ~~Williamson Loan closing date~~years. The ~~Williamson~~Shares ~~Loan~~and isWarrants ~~secured~~were bysold ~~substantially~~for ~~all~~an ~~of our~~aggregate ~~assets,~~purchase ~~although~~price ~~the security interest is subordinate to the KeyBank line~~ of ~~credit. On~~ ~~April 24, 2008, our Board of Directors ("Board") determined that additional working capital is necessary, and Mr. Williamson has agreed to loan us up to an additional~~ $1,~~000~~500,000 onpursuant to the ~~same~~ terms and conditions ~~pursuant~~of subscription toagreements ~~which~~in substantially the ~~Williamson~~form ~~Loan~~attached ~~was~~hereto ~~made,~~as ~~such~~Exhibit 99.1. The ~~that~~Shares weand ~~may~~Warrants ~~now borrow~~were anoffered ~~amount~~and ~~not~~sold to ~~exceed~~accredited investors $2only,~~000,000~~ ~~under~~without ~~the~~registration ~~terms~~under of the ~~Williamson Loan. The~~Securities ~~audit~~Act ~~committee~~ of ~~our board of directors~~1933, ~~whose members~~as ~~are~~amended ~~independent~~(“Act”), ~~reviewed~~or ~~the~~state ~~terms~~securities oflaws, ~~the~~in ~~proposed~~reliance ~~increase~~on in the ~~Williamson~~exemptions ~~Loan~~provided ~~prior~~by toSection ~~its~~4(2) ~~consummation~~of ~~and~~the ~~determined~~Act, ~~that~~and itRegulation isD ~~fair~~promulgated tothere usunder, and asin ~~such does~~reliance ~~not~~on ~~constitute~~similar aexemptions ~~conflict~~under ofapplicable ~~interest~~state securities laws.

The ~~loan~~ ~~documents~~foregoing ~~are~~description ~~attached~~of asthe ~~exhibits~~subscription toagreements, ~~this~~and ~~Current~~securities ~~Report.~~issued pursuant thereto, ~~The~~does ~~above~~ not purport to be a complete description of all of the ~~loan~~material terms of the rights and obligations of the parties thereto, but is only a summary thereof and is qualified in its entirety by reference to the ~~full~~from ~~text~~ of ~~the~~ subscription agreement and exhibits thereto which are attached as Exhibit 99.1 to this Current Report on Form 8-K.

On April 23, 2008, we entered into a 24 Month Consulting Agreement Extension/Amendment To Agreement (the "Consulting Agreement"), ratified by our Board, with Capital Group Communications, Inc., a California corporation ("Capital Group"), concerning the provision by Capital Group to us of certain investor communications and public relations services. As consideration for the Consulting Agreement we have agreed to issue to Capital Group 500,000 shares of our restricted common stock immediately following the date upon which our common stock is listed on the American Stock Exchange, so long as the listing occurs by July 31, 2008.

The Consulting Agreement is attached as an exhibit to this Current Report. The above description of the Consulting Agreement is qualified in its entirety by the full text of the exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Description
10.1	Secured Subordinated Promissory Note, dated March 3, 2008, as amended April 24, 2008, $2,000,000.00 principal amount, by and between Hugh H. Williamson, III, and Xedar Corporation
99.1	Form of Subscription Agreement, Equity Round Offering (Units consisting of Shares and Warrants)
10.2	Pledge and Security Agreement, dated March 3, 2008, by and between Xedar Corporation and Hugh H. Williamson, III.
10.3	24 Month Consulting Agreement Extension/Amendment To Agreement, dated April 23, 2008, by and between Capital Group Communications, Inc., and Xedar Corporation

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 28, 2008	By:	/s/ Hugh Williamson III
Dated: December 2, 2008	By:	/s/ Hugh Williamson III
		Hugh Williamson III Chairman, President and CEO

Exhibit Index

Number	Description
10.1	Secured Subordinated Promissory Note, dated March 3, 2008, as amended April 24, 2008, $2,000,000.00 principal amount, by and between Hugh H. Williamson, III, and Xedar Corporation
99.1	Form of Subscription Agreement, Equity Round Offering (Units consisting of Shares and Warrants)
10.2	Pledge and Security Agreement, dated March 3, 2008, by and between Xedar Corporation and Hugh H. Williamson, III.
10.3	24 Month Consulting Agreement Extension/Amendment To Agreement, dated April 23, 2008, by and between Capital Group Communications, Inc., and Xedar Corporation

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