SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the Fiscal Year Ended December 31, 2005

                                XEDAR CORPORATION
                                -----------------
             (Exact name of registrant as specified in its charter)

       Colorado                                              84-0684753
       ---------                                             ----------
(State of Incorporation)                              (I.R.S. Employer I.D. No.)

            2560 W. Main Street, Suite 200, Littleton, Colorado 80120
           ----------------------------------------------------------
           (Address of principal executive offices including zip code)

       Registrant's telephone number, including area code: (303) 794-9450

      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12 (g) of the Exchange Act:

                            No Par Value Common Stock
                                (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. (1) Yes [X]  No  [ ]    (2) Yes [X]  No  [ ]

     Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

     Indicate by a check mark whether the Registrant is an accelerated filer.
                                                                  Yes [ ] No [X]

     Xedar's common stock is listed for trading on the Pink Sheets but has not
traded for at least one year prior to the date hereof. The aggregate market
value of the voting and nonvoting common equity held by non-affiliates of the
Registrant, computed by reference to the closing sale price of such common
equity as quoted on the Over-the-Counter Electronic Bulletin Board of $.005 per
share as of March 3, 2006 was $460.

     The Registrant had 8,649,705 shares of common stock outstanding as of
December 31, 2005.

     The Registrant's revenue for the fiscal year ended December 31, 2005, was
none.

     Documents incorporated by reference: None


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     (a) Business Development.

     Xedar Corporation was organized under the laws of the State of Colorado on
May 6, 1974 for the purpose of designing, developing, fabricating and selling
high technology electro-optical equipment and related electrical equipment,
including devices such as cameras, video systems, video amplifiers, image
systems, electro-optical transmissions and electrical test equipment. On
November 28, 2001, the Company filed Form 15, Certification and Notice of
Termination of Registration with the Securities and Exchange Commission. Since
2003, the Company has engaged in minimal operations. Effective October 1, 2004
(date of new development stage), the Company commenced activities to become
current in reporting with the SEC with the intention to become a publicly
trading company. Xedar intends to evaluate, structure and complete a merger
with, or acquisition of, one or a small number of private companies,
partnerships or sole proprietorships. Xedar may seek to acquire a controlling
interest in one or more private companies in contemplation of later completing
an acquisition.

     Xedar believes that there is a demand by non-public corporations for shell
corporations that have a public distribution of securities, such as Xedar. Xedar
believes that demand for shell corporations has increased dramatically since the
Securities and Exchange Commission, or the SEC, imposed additional requirements
upon "blank check" companies pursuant to Reg. 419 of the Securities Act of 1933,
as amended. According to the SEC, Rule 419 was designed to strengthen regulation
of securities offerings by blank check companies, which Congress has found to
have been a common vehicle for fraud and manipulation in the penny stock market.
See Securities Act Releases No. 6891 (April 17, 1991), 48 SEC Docket 1131 and
No. 6932 (April 13, 1992) 51 Docket 0382, SEC Docket 0382. The foregoing
regulation has substantially decreased the number of "blank check" offerings
filed with the SEC, and as a result has stimulated an increased demand for shell
corporations. While Xedar has made the foregoing assumption, there is no
assurance that the same is accurate or correct and, accordingly, no assurance
that Xedar will merge with or acquire an existing private entity.

     Xedar's common stock is listed for trading on the Pink Sheets under the
symbol XEDR. As of the date hereof, there is no bid or offer posted and the
common stock has not traded in the last year.

     (b) General.

     Xedar proposes to seek, investigate and, if warranted, acquire an interest
in one or more business opportunity ventures. As of the date hereof, Xedar has
no business opportunities or ventures under contemplation for acquisition or
merger but proposes to investigate potential opportunities with investors or
entrepreneurs with a concept which has not yet been placed in operation, or with
firms which are developing companies. Xedar may seek established businesses
which may be experiencing financial or operational difficulties and are in need
of the limited additional capital Xedar could provide. After Xedar has conducted
a merger or acquisition, the surviving entity will be Xedar, however, management
from the acquired entity will in all likelihood be retained to operate Xedar.
Due to the absence of capital available for investment by Xedar, the types of
business seeking to be acquired by Xedar will invariably be small and high risk
types of businesses. In all likelihood, a business opportunity will involve the
acquisition of or merger with a corporation which does not need additional cash
but which desires to establish a public trading market for its common stock.



<PAGE>
     Xedar does not propose to restrict its search for investment opportunities
to any particular industry or geographical location and may, therefore, engage
in essentially any business, anywhere, to the extent of its limited resources.

     It is anticipated that business opportunities will be available to Xedar
and sought by Xedar from various sources throughout the United States, including
its officers and directors, professional advisors such as attorneys and
accountants, securities broker dealers, venture capitalists, members of the
financial community, other businesses and others who may present solicited and
unsolicited proposals. Management believes that business opportunities and
ventures will become available to it due to a number of factors, including,
among others: (1) management's willingness to enter into unproven, speculative
ventures; (2) management's contacts and acquaintances; and (3) Xedar's
flexibility with respect to the manner in which it may structure potential
financing, mergers or acquisitions. However, there is no assurance that Xedar
will be able to structure, finance, merge with or acquire any business
opportunity or venture.

     (c)  Operation of Xedar.

     Xedar intends to search throughout the United States for a merger or
acquisition candidate, however, because of its lack of capital, Xedar believes
that the merger or acquisition candidate will be conducting business within a
limited geographical area. Xedar intends to maintain its corporate headquarters
and principal place of business at 2560 W. Main Street, Suite 200, Littleton,
Colorado 80120. All corporate records will be maintained at said office, and it
is anticipated that all shareholders' meetings will take place in Colorado. In
the event that a merger or acquisition of Xedar takes place, no assurance can be
given that the corporate records or headquarters will continue to be maintained
at Littleton, Colorado, or that shareholders' meetings will be held in Colorado.

     Xedar's executive officers will seek acquisition/merger candidates or
orally contact individuals or broker dealers and advise them of the availability
of Xedar as an acquisition candidate. Xedar's executive officers will review
material furnished to them by the proposed merger or acquisition candidates and
will ultimately decide if a merger or acquisition is in the best interests of
Xedar and its shareholders.

     Xedar may employ outside consultants until a merger or acquisition
candidate has been targeted by Xedar, however, management believes that it is
impossible to consider the criteria that will be used to hire such consultants.
While Xedar may hire independent consultants, it has not considered any criteria
regarding their experience, the services to be provided, or the term of service.
As of the date hereof, Xedar has not had any discussions with any consultants
and there are no agreements or understandings with any consultants. Other than
as disclosed herein, there are no other plans for accomplishing the business
purpose of Xedar.

     (d)  Selection of Opportunities.

     The analysis of new business opportunities will be undertaken by or under
the supervision of Xedar's executive officers and directors who are not
professional business analysts and have had little previous training or
experience in business analysis. Inasmuch as Xedar will have no funds available
to it in its search for business opportunities and ventures, Xedar will not be
able to expend significant funds on a complete and exhaustive investigation of
such business or opportunity. Xedar will, however, investigate, to the extent
believed reasonable by its management, such potential business opportunities or
ventures.

                                       2
<PAGE>
     As part of Xedar's investigation, representatives of Xedar will meet
personally with management and key personnel of the firm sponsoring the business
opportunity, visit and inspect plants and facilities, obtain independent
analysis or verification of certain information provided, check references of
management and key personnel, and conduct other reasonable measures, to the
extent of Xedar's limited financial resources and management and technical
expertise.

     Prior to making a decision to recommend to shareholders participation in a
business opportunity or venture, Xedar will generally request that it be
provided with written materials regarding the business opportunity containing
such items as a description of products, services and company history,
management resumes, financial information, available projections with related
assumptions upon which they are based, evidence of existing patents, trademarks
or service marks or rights thereto, current and proposed forms of compensation
to management, a description of transactions between the prospective entity and
its affiliates during relevant periods, a description of current and required
facilities, an analysis of risks and competitive conditions, and other
information deemed relevant.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and costs for accountants, attorneys and others. Xedar's executive
officers anticipate funding Xedar's operations, including providing funds
necessary to search for acquisition candidates, until an acquisition candidate
is found, without regard to the amount involved. Accordingly, no alternative
cash resources have been explored.

     Xedar will have unrestricted flexibility in seeking, analyzing and
participating in business opportunities. In its efforts, Xedar will consider the
following kinds of factors:

     o    Potential for growth, indicated by new technology, anticipated market
          expansion or new products;
     o    Competitive position as compared to other firms engaged in similar
          activities;
     o    Strength of management;
     o    Capital requirements and anticipated availability of required funds
          from future operations, through the sale of additional securities,
          through joint ventures or similar arrangements or from other sources;
          and
     o    Other relevant factors.

     Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Potential investors must recognize that due to
Xedar's limited capital available for investigation and management's limited
experience in business analysis, Xedar may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

     Xedar is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more. Xedar
does not plan to raise any capital at the present time, by private placements,
public offerings, pursuant to Regulation S promulgated under the Securities Act,
or by any means whatsoever. Further, there are no plans, proposals, arrangements
or understandings with respect to the sale or issuance of additional securities
prior to the identification of an acquisition or merger candidate.

     (e)  Form of Merger or Acquisition.

                                       3
<PAGE>
     The manner in which Xedar participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of Xedar and the
merger or acquisition candidate, and the relative negotiating strength of Xedar
and such merger or acquisition candidate. The exact form or structure of Xedar's
participation in a business opportunity or venture will be dependent upon the
needs of the particular situation. Xedar's participation may be structured as an
asset purchase, a lease, a license, a joint venture, a partnership, a merger or
an acquisition of securities.

     As set forth above, Xedar may acquire its participation in a business
opportunity through the issuance of common stock or other securities in Xedar.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1954, as amended, may depend upon the issuance
to the shareholders of the acquired company of at least 80% of the common stock
of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, all prior
shareholders may, in such circumstances, retain 20% or less of the total issued
and outstanding common stock. If such a transaction were available to Xedar, it
will be necessary to obtain shareholder approval to effectuate a reverse stock
split or to authorize additional shares of common stock prior to completing such
acquisition. This could result in substantial additional dilution to the equity
of those who were shareholders of Xedar prior to such reorganization. Further,
extreme caution should be exercised by any investor relying upon any tax
benefits in light of the proposed new tax laws. It is possible that no tax
benefits will exist at all. Prospective investors should consult their own
legal, financial and other business advisors.

     The present management and shareholders of Xedar will in all likelihood not
have control of a majority of the voting shares of Xedar following a
reorganization transaction. In fact, it is probable that the shareholders of the
acquired entity will gain control of Xedar. The terms of sale of the shares
presently held by management of Xedar may not be afforded to other shareholders
of Xedar. As part of any transaction, Xedar's directors may resign and new
directors may be appointed without any vote by the shareholders.

     Xedar has an unwritten policy that it will not acquire or merge with a
business or company in which Xedar's management or their affiliates or
associates directly or indirectly have an ownership interest. Management is not
aware of any circumstances under which the foregoing policy will be changed and
management, through their own initiative, will not change said policy.

     Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, Xedar will be required to obtain and file with the SEC audited
financial statements of an acquisition candidate not later than 60 days from the
date the Form 8-K is due at the SEC disclosing the merger or acquisition.

     (f)  Rights of Dissenting Shareholders.

     Under the Colorado Business Corporation Act, a business combination
typically requires the approval of a majority of the outstanding shares of both
participating companies. Shareholders who vote against any business combination
in certain instances may be entitled to dissent and to obtain payment for their
shares pursuant to Sections 7-113-102 and 7-113-103 of the Colorado Business
Corporation Act. The requirement of approval of Xedar's shareholders in any
business combination is limited to those transactions identified as a merger or
a consolidation. A business combination identified as a share exchange under
which Xedar would be the survivor does not require the approval of Xedar's
shareholders, nor does it entitle shareholders to dissent and obtain payment for
their shares. Accordingly, unless the acquisition is a statutory merger,
requiring shareholder approval, Xedar will not provide shareholders with a
disclosure document containing audited or unaudited financial statements, prior
to such acquisition.

                                       4
<PAGE>
     Prior to any business combination for which shareholder approval is
required, Xedar intends to provide its shareholders complete disclosure
documentation concerning the business opportunity or target company and its
business. Such disclosure will in all likelihood be in the form of a proxy
statement which will be distributed to shareholders at least 20 days prior to
any shareholder meeting.

     None of Xedar's officers, directors, promoters, their affiliates or
associates have had any preliminary contact or discussions with, and there are
no present plans, proposals, arrangements or understandings with, any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction contemplated in this
registration statement.

     (g)  Not an "Investment Adviser."

     Xedar is not an "investment adviser" under the Federal Investment Advisers
Act of 1940, which classification would involve a number of negative
considerations. Accordingly, Xedar will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Advisers Act (15 U.S.C. 80b2(a)(11)).

     (h)  Not an "Investment Company."

     Xedar may become involved in a business opportunity through purchasing or
exchanging the securities of such business. Xedar does not intend, however, to
engage primarily in such activities and is not registered as an "investment
company" under the Federal Investment Company Act of 1940. Xedar believes such
registration is not required.

     Xedar must conduct its activities so as to avoid becoming inadvertently
classified as a transient "investment company" under the Federal Investment
Company Act, which classification would affect Xedar adversely in a number of
respects. Section 3(a) of the Investment Company Act provides the definition of
an "investment company" which excludes an entity which does not engage primarily
in the business of investing, reinvesting or trading in securities, or which
does not engage in the business of investing, owning, holding or trading
"investment securities" (defined as "all securities other than United States
government securities or securities of majority-owned subsidiaries",) the value
of which exceeds 40% of the value of its total assets (excluding government
securities, cash or cash items). Xedar intends to implement its business plan in
a manner which will result in the availability of this exemption from the
definition of "investment company." Xedar proposes to engage solely in seeking
an interest in one or more business opportunities or ventures.

     Effective January 14, 1981, the SEC adopted Rule 3a-2 which deems that an
issuer is not engaged in the business of investing, reinvesting, owning, holding
or trading in securities for purposes of Section 3(a)(1) cited above if, during
a period of time not exceeding one year, the issuer has a bona fide intent to be
engaged primarily, or as soon as reasonably possible (in any event by the
termination of a one year period of time), in a business other than that of
investing, reinvesting, owning, holding or trading in securities and such intent
is evidenced by Xedar's business activities and appropriate resolution of
Xedar's Board of Directors duly adopted and duly recorded in the minute book of
Xedar. The Rule 3a-2 "safe harbor" may not be relied on more than one single
time.

     (i)  Xedar's Office.

     Xedar's office is located at 2560 W. Main Street, Suite 200, Littleton,
Colorado 80120, and its telephone number is (303) 794-9450. Xedar's office is
located in the office of Earnest Mathis, Jr., Xedar's President, Chief Executive
Officer, Chief Financial Officer and a Director. Xedar's office will remain at
Mr. Mathis' office until an acquisition has been concluded. There are no written
documents memorializing the foregoing. Xedar is not responsible for
reimbursement for out-of-pocket office expenses, such as telephone, postage or
supplies.


                                       5
<PAGE>
     There are no agreements or understandings with respect to the office
facility subsequent to the completion of an acquisition. Upon a merger or
acquisition, Xedar intends to relocate its office to that of the acquisition
candidate.

     (j)  Employees.

     Xedar has no salaried employees and none of its officers, directors or
principal stockholders will receive any compensation for any assistance they may
provide Xedar. Management of Xedar expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in a specific business
opportunity.

     (k)  Reports to Security Holders.

     Xedar is subject to reporting obligations under the Exchange Act. These
obligations include an annual report under cover of Form 10-KSB, with audited
financial statements, unaudited quarterly reports and the requisite proxy
statements with regard to annual shareholder meetings. The public may read and
copy any materials Xedar files with the SEC at the SEC's Public Reference Room
at 100 F Street, NE, Washington, DC 20549. The public may obtain information of
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the SEC.

ITEM 2.   DESCRIPTION OF PROPERTY

     Xedar is provided rent-free office space by an officer and director of
Xedar at 2560 W. Main Street, Suite 200, Littleton, Colorado 80120. Xedar is not
responsible for reimbursement of out-of-pocket office expenses such as
telephone, postage or supplies.

     Xedar owns no property.

ITEM 3.   LEGAL PROCEEDINGS

     Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a)  Market Information; Re-sale.


                                       6
<PAGE>
     Xedar's common stock is listed for trading on the Pink Sheets but has not
traded for at least one year prior to the date hereof. Approximately 6,812,481
unregistered shares of common stock were issued by Xedar when it had no
significant operations. In the view of the Securities and Exchange Commission,
such shares are not eligible for sale under the provisions of Rule 144 and
therefore may not be re-sold into the public market until registered with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

     (b)  Holders.

     As of December 31, 2006, a total of 8,649,705 shares of Xedar's common
stock were outstanding and there were approximately 150 holders of record of
Xedar's common stock.

     (c)  Dividend Policy.

     Xedar has not paid any dividends since it is inception. Xedar currently
intends to retain any earnings for use in its business, and therefore does not
anticipate paying dividends in the foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------

     The following discussion of Xedar's financial condition and results of
operations should be read in conjunction with Xedar's financial statements, the
notes related thereto and the other financial data included elsewhere in this
Registration Statement.

Year Ended December 31, 2005 compared to Period Ended December 31, 2004.

     No operating revenues were generated during the year ended December 31,
2004 or for the year ended December 31, 2004. The Company incurred operating
expenses and an operating loss of $18,340 for the year ended December 31, 2005
compared to $9,902 for the period ended December 31, 2004.

     The Company intends to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships or sole
proprietorships. The Company may seek to acquire a controlling interest in such
entities in contemplation of later completing an acquisition.

Liquidity and Capital Resources
-------------------------------

     As of December 31, 2005, the Company had a working capital deficit of
($11,801) compared to working capital of $6,741 at December 31, 2004.

     The Company does not have sufficient funds to continue its operating
activities. Future operating activities are expected to be funded by loans from
major shareholders.

                                       7
<PAGE>
ITEM 7.       FINANCIAL STATEMENTS


             Report of Independent Registered Public Accounting Firm

Board of Directors
Xedar Corporation

     We have audited the accompanying balance sheet of Xedar Corporation (a
development stage company), as of December 31, 2005, and the related statements
of operations, stockholders' equity (deficit), and cash flows for the two years
ended December 31, 2005 and 2004, and for the period from October 1, 2004 (date
of new development stage) to December 31, 2005. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Xedar Corporation as of
December 31, 2005, and the results of its operations and cash flows for the two
years ended December 31, 2005 and 2004, and for the period from October 1, 2004
(date of new development stage) to December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2, the Company
has negative working capital and a stockholders' deficit and no active business
operations which raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are also discussed in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ SCHUMACHER & ASSOCIATES, INC.
---------------------------------
SCHUMACHER & ASSOCIATES, INC.

Denver, Colorado
February 22, 2006

                                       F-1



<PAGE>


<TABLE>
<CAPTION>
                                XEDAR CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS


                                                                             December 31,
                                                                         2005          2004
                                                                     -----------    -----------
                                     ASSETS
<S>                                                                  <C>            <C>
CURRENT ASSETS
    Cash                                                             $       292    $     8,391
                                                                     -----------    -----------
Total Current Assets                                                         292          8,391

                    Total Assets                                     $       292    $     8,391
                                                                     ===========    ===========




                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
     Accounts payable                                                $       847    $     1,650
     Accrued interest payable                                                202             --
     Loans payable, related parties                                       11,044             --
                                                                     -----------    -----------

                    Total current liabilities                             12,093          1,650
                                                                     -----------    -----------



STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, no par value. Authorized 50,000,000 shares;
        issued and outstanding 8,649,705 shares                        1,618,299      1,618,299
      Additional paid-in capital                                          50,566         50,566
      Accumulated deficit during development stage                       (21,560)        (3,018)
      Accumulated deficit                                             (1,659,106)    (1,659,106)
                                                                     -----------    -----------

                    Total Stockholders' Equity (Deficit)                 (11,801)         6,741
                                                                     -----------    -----------


    Total Liabilities and Stockholders' Equity (Deficit)             $       292    $     8,391
                                                                     ===========    ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                                XEDAR CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS

                                                                                       Period from October 1,
                                                                                           2004 (Date of New
                                               For the Year Ended   For the Year Ended Development Stage) to
                                                December 31, 2005    December 31, 2004     December 31, 2005
                                                -----------------    -----------------    ------------------
<S>                                             <C>                  <C>                  <C>
Revenues                                        $              --    $              --    $               --


Operating Expenses
   Accounting fees                                          3,618                1,056                 3,618
   Legal fees                                              11,180                1,650                12,830
   Shareholder expenses                                     3,542                4,690                 4,892
   Other general & administrative expenses                     --                2,506                    18
                                                -----------------    -----------------    ------------------

   Total Operating Expenses                                18,340                9,902                21,358

Net Operating (Loss)                                      (18,340)              (9,902)              (21,358)

Other (Expense)
   Interest (Expense)                                        (202)                  --                  (202)
                                                -----------------    -----------------    ------------------

NET (LOSS)                                      $         (18,542)   $          (9,902)   $          (21,560)
                                                =================    =================    ==================

Loss per Share                                  $          (0.002)   $          (0.003)   $           (0.002)
                                                =================    =================    ==================

Weighted Average Number of Shares Outstanding           8,649,705            3,608,051             8,649,705
                                                =================    =================    ==================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-3
<PAGE>
<TABLE>
<CAPTION>


                                XEDAR CORPORATION
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                                    Accumulated        Total
                                                    Common Stock        Additional                   (deficit)      Stockholders'
                                            -------------------------    Paid-in      Accumulated    Development       Equity
                                               Shares        Amount      Capital       (deficit)        Stage         (Deficit)
                                            -----------   -----------   -----------   -----------    -----------    -----------
<S>                                           <C>         <C>           <C>           <C>            <C>            <C>
Balances, December 31, 2003                   1,837,224   $ 1,617,617   $    43,066   $(1,652,222)            --    $     8,461

Issuance of shares for cash at $0.0001        6,812,481           682            --            --             --            682

Additional paid-in-capital                           --            --         7,500            --             --          7,500

Net loss for year ended December 31, 2004            --            --            --        (6,884)        (3,018)        (9,902)
                                            -----------   -----------   -----------   -----------    -----------    -----------

Balances, December 31, 2004                   8,649,705     1,618,299        50,566    (1,659,106)        (3,018)         6,741

Net loss for year ended December 31, 2005            --            --            --            --        (18,542)       (18,542)
                                            -----------   -----------   -----------   -----------    -----------    -----------

Balances, December 31, 2005                   8,649,705   $ 1,618,299   $    50,566   $(1,659,106)   $   (21,560)   $   (11,801)
                                            ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>





   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                XEDAR CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS


                                                                                                     Period from October 1,
                                                                                                         2004 (Date of New
                                                             For the Year Ended  For the Year Ended  Development Stage) to
                                                              December 31, 2005   December 31, 2005      December 31, 2005
                                                                ---------------   -----------------      ------------------
<S>                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net (loss)                                                 $       (18,542)   $        (9,902)     $          (21,560)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
      Changes in operating assets and liabilities:
               Accounts payable and accrued expenses                       (601)             1,650                   1,050
                                                                ---------------    ---------------      ------------------

                  Net cash (used in) operating activities               (19,143)            (8,252)                (20,510)
                                                                ---------------    ---------------      ------------------


CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of common stock                                 --                682                     600
      Proceeds from notes payable, related parties                       11,044                 --                  11,044
      Paid-in-Capital                                                        --              7,500                      --
                                                                ---------------    ---------------      ------------------

                    Net cash provided by financing activities            11,044              8,182                  11,644
                                                                ---------------    ---------------      ------------------


NET DECREASE IN CASH AND CASH EQUIVALENTS                                (8,099)               (70)                 (8,866)
                                                                ---------------    ---------------      ------------------


CASH and cash equivalents at beginning of period                $         8,391    $         8,461      $            9,158
                                                                ---------------    ---------------      ------------------
CASH and cash equivalents at end of period                      $           292    $         8,391      $              292
                                                                ---------------    ---------------      ------------------



Supplemental Disclosure Of Cash Flow Information
Cash paid for:
Interest                                                        $            --    $            --      $               --
                                                                ---------------    ---------------      ------------------
Income taxes                                                    $            --    $            --      $               --
                                                                ---------------    ---------------      ------------------
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5



<PAGE>

                                XEDAR CORPORATION
                          (a Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2005


Note 1- Summary of Accounting Policies, and Description of Business

This summary of significant accounting policies of Xedar Corporation (Company),
a "Development Stage Enterprise", is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles in the United States of America and have been
consistently applied in the preparation of the financial statements.

Organization and Description of Business
----------------------------------------

Xedar Corporation (the Company) was incorporated in the State of Colorado on May
6, 1974. Prior to 2004, the Company's principal business included design,
development, fabrication and sale of high technology electro-optical equipment
and related electrical equipment.

Effective October 1, 2004 (date of new development stage), the Company commenced
activities to become current in reporting with the SEC with the intention to
become a publicly trading company.

Development Stage Activities
----------------------------

The Company is in the development stage and has not yet realized any revenues
from its planned operations. The Company's business plan is to evaluate,
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships. The Company may seek to
acquire a controlling interest in such entities in contemplation of later
completing an acquisition.

Based upon the Company's business plan, it is a development stage enterprise.
Accordingly, the Company presents its financial statements in conformity with
the accounting principles generally accepted in the United States of America
that apply in establishing operating enterprises. As a development stage
enterprise, the Company discloses the deficit accumulated during the development
stage and the cumulative statements of operations and cash flows from inception
to the current balance sheet date.

Cash
----

The Company considers all highly liquid instruments purchased with an original
maturity of three months or less to be cash equivalents. The Company continually
monitors its positions with, and the credit quality of, the financial
institutions with which it invests.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


                                      F-6
<PAGE>
Income Taxes
------------

The Company has adopted the Statement of Financial Accounting Standards No. 109
- "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires the use of the
asset and liability method of accounting of income taxes. Under the asset and
liability method of SFAS 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between
the financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share
--------------------------------
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common stockholders
by the weighted average number of common shares outstanding. Diluted loss per
common share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At December 31, 2005, the Company
had no stock equivalents that were anti-dilutive and excluded in the earnings
per share computation.

Estimated Fair Value of Financial Instruments
---------------------------------------------

The estimated fair value of cash and cash equivalents, accounts payable and
accrued expenses approximate their carrying amounts in the financial statements
due to the short-term nature of these instruments

Based on the borrowing rates currently available to the Company for loans with
similar terms and average maturities, the fair value of long-term debt
approximates its carrying value.

Revenue Recognition
-------------------

The Company has had no revenues since its new development stage. It is the
Company's policy that revenues will be recognized in accordance with SEC Staff
Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product
revenues (or service revenues) are recognized when persuasive evidence of an
arrangement exists, delivery has occurred (or service has been performed), the
sales price is fixed and determinable and collectibility is reasonably assured.

Concentrations
--------------

Financial instruments that potentially subject the company to concentrations of
credit risk consist principally of cash and cash equivalents. At December 31,
2005 and 2004, the Company had no amounts of cash or cash equivalents in
financial institutions in excess of amounts insured by agencies of the U.S.
Government.


                                      F-7
<PAGE>
Recent Accounting Pronouncements
--------------------------------

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities," and a revised interpretation of FIN 46 ("FIN 46-R") in December 2003.
FIN 46 requires certain variable interest entities ("VIEs") to be consolidated
by the primary beneficiary of the entity if the equity investors in the entity
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all arrangements entered into after January
31, 2003. Since January 31, 2003, the Company has not invested in any entities
it believes are variable interest entities for which the Company is the primary
beneficiary. For all arrangements entered into after January 31, 2003, the
Company was required to continue to apply FIN 46 through April 30, 2004. The
Company was required to adopt the provisions of FIN 46-R for those arrangements
on May 1, 2004. For arrangements entered into prior to February 1, 2003, the
Company was required to adopt the provisions of FIN 46-R on May 1, 2004. The
adoption of this statement did not impact the Company's financial position,
results of operations, or cash flows.

In December 2004, the Financial Accounting Standards Board (FASB) issued FAS
123(R), Shareholder Based Payments, that, upon implementation, will impact the
Company's net earnings and earnings per share, and change the classification of
certain elements of the statement of cash flows. FAS 123(R) requires stock
options and other share-based payments made to employees to be accounted for as
compensation expense and recorded at fair value, and to reflect the related tax
benefit received upon exercise of the options in the statement of cash flows as
a financing activity inflow rather than an adjustment of operating activity as
currently presented. Consistent with provisions of the new standard, the Company
adopted FAS 123(R) in the third quarter of 2005, and to implement it on a
prospective basis.

There were various other accounting standards and interpretations issued during
2005 and 2004, none of which are expected to have a material impact on the
Company's consolidated financial position, operations or cash flows.

Other
-----

The Company consists of one reportable business segment. The Company paid no
dividends during the periods presented.

Note 3 - Going Concern
----------------------

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principals in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has negative working capital and a stockholders' deficit and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.

In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependant upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.

The Company has been economically dependant on its officers and directors to
fund operations. In order to meet its liquidity needs during the next fiscal
year, the Company will receive additional financing from its officers, directors
and stockholders. Management believes that this plan provides an opportunity for
the Company to continue as a going concern.

Note 4 - Stockholders' Equity (Deficit)
--------------------------------------

The Company's articles of incorporation, as amended, authorize the issuance of
50,000,000 shares of no par value common stock. During the period from May 6,
1974 (inception) through December 31, 2003, the Company issued an aggregate of
1,837,224 shares of the Company's common stock to investors for proceeds of
$1,617,617, net of offering costs.


                                      F-8
<PAGE>
On October 1, 2004, a director of the Company entered into a Stock Purchase
Agreement (the Agreement) to sell 6,812,481 shares of the Company's common stock
to new investors for consideration of $682, representing approximately 78%
of the Company's outstanding common shares. This transaction resulted in a
change in control of the Company. In connection with the Agreement, the two
existing directors of the Company resigned, and one new director was appointed.

During 2004, the Company received an additional $7,500 of capital from existing
stockholders. No shares were issued by the Company in connection with this
funding and the transactions have been recorded as a $7,500 increase to paid in
capital.

Note 5 - Related Party Transactions
-----------------------------------

In addition to other related party transactions disclosed, the Company uses the
offices of its President for its minimal office facility needs for no
consideration. No provision for these costs has been provided since it has been
determined that they are immaterial.

Note 6 - Notes Payable, Related Parties
------------------------------------                        December 31,
                                                        2005          2004
                                                      -------      --------
Revolving line of credit to a related party,          $ 1,044      $      -
interest at the annual rate of 6%, aggregate
line of credit $75,000, available credit at
December 31, 2005 is $73,956. The note is
uncollateralized and is payable on demand.

Notes payable, related parties, interest at            10,000             -
8%.  The notes are uncollateralized and are
payable on demand.                                   --------      --------
                                                     $ 11,044      $      -
                                                     --------      --------


Note 7 - Income Taxes
---------------------

The Company has an estimated net operating loss carry forward of approximately
$21,400 and $3,000 at December 31, 2005 and 2004, respectively, to offset future
taxable income. The net operating loss carry forward if not used, will expire in
various years through 2025. Net operating losses prior to the new development
stage are severely restricted as per the Internal Revenue Code due to the change
in ownership. No deferred income taxes have been recorded because of the
uncertainty of future taxable income to be offset.

The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:


                                      F-9
<PAGE>
<TABLE>
<CAPTION>

                                                Estimated Tax                Change in
                       Estimated NOL     NOL    Benefit from     Valuation   Valuation     Net Tax
    Period Ending      Carry-forward   Expires       NOL         Allowance   Allowance     Benefit
  -----------------    -------------   -------  -------------    ---------   ---------     -------
<S>                        <C>           <C>        <C>           <C>         <C>          <C>
  December 31, 2005        21,400        2025       4,000         (4,000)     (3,400)         --
  December 31, 2004         3,000        2024         600           (600)       (600)         --
</TABLE>

     Income taxes at the statutory rate are reconciled to the Company's actual
income taxes as follows:

     Income tax benefit at statutory rate resulting from net operating
     loss carry forward                                                    (15%)
     State tax benefit, net of federal benefit                            (3.5%)
     Deferred income tax valuation allowance                              18.5%
                                                                        --------
     Actual tax rate                                                         0%
                                                                        ========







                                      F-10
<PAGE>




ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.

ITEM 8A.      CONTROLS AND PROCEDURES

Introduction
------------

     "Disclosure Controls and Procedures" are defined in Exchange Act Rules 13a
-15(e) and 15d -15 (e) as the controls and procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified by the
SEC's rules and forms. Disclosure Controls and Procedures include, among other
things, controls and procedures designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
are accumulated and communicated to our management, including our principal
executive and principal financial officers, as appropriate, to allow timely
decisions regarding disclosure.

     "Internal Control Over Financial Reporting" is defined in Exchange Act
Rules 13a -15(f) and 15d - 5(f) as a process designed by, or under the
supervision of, an issuer's principal executive and principal financial
officers, or persons performing similar functions, and effected by an issuer's
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. It includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and disposition of an issuer; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer are
being made only in accordance with authorizations of management and directors of
the issuer; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the issuer's assets
that could have a material adverse effect on the financial statements.

     The Company has endeavored to design its Disclosure Controls and Procedures
and Internal Controls Over Financial Reporting to provide reasonable assurances
that their objectives will be met. All control systems are subject to inherent
limitations, such as resource constraints, the possibility of human error, lack
of knowledge or awareness, and the possibility of intentional circumvention of
these controls. Furthermore, the design of any control system is based, in part,
upon assumptions about the likelihood of future events, which assumptions may
ultimately prove to be incorrect. As a result, no assurances can be made that
the Company's control system will detect every error or instance of fraudulent
conduct, which could have a material adverse impact on the Company's results of
operations or financial condition.

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

     The Company's management, with the participation of its Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of its
Disclosure Controls and Procedures as of the end of the period covered by this
report. Based on this evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company's Disclosure Controls and
Procedures as of the end of the period covered by this report were designed to
ensure that material information relating to the Company is made known to the
Chief Executive Officer and Chief Financial Officer by others within the
Company, particularly during the period in which this report was being prepared,
and that the Company's Disclosure Controls and Procedures were effective. There
were no changes to the Company's Internal Controls Over Financial Reporting
during the year ended December 31, 2005 that has materially affected or is
reasonably likely to materially affect the Company's Internal Controls Over
Financial Reporting.
                                       8
<PAGE>

ITEM 8B.   OTHER INFORMATION

     None.

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Officers and Directors
----------------------

     The name, age and position of each of the Company's executive officers and
directors are set forth below:

        Name         Age  Position                                  Officer/
                                                                 Director Since
-------------------  ---  ------------------------------------   --------------
Earnest Mathis, Jr.  46   President, Chief Executive Officer,         2005
                          Chief Financial Officer and Director

     Directors serve in such capacity until the next annual meeting of Xedar's
shareholders and until their successors have been elected and qualified. Xedar's
officers serve at the discretion of Xedar's Board of Directors, until their
death, or until they resign or have been removed from office. Xedar does not
have an Audit, Nominating or Compensation Committee, nor has it adopted a Code
of Ethics or an Audit Committee Charter.

     There are no agreements or understandings for any director or officer to
resign at the request of another person and none of the directors or officers is
acting on behalf of or will act at the direction of any other person. No other
person's activities are material to the operation of Xedar.

Background

     The following is a summary of the business experience, for at least the
last five years, of each executive officer and director of the Company:

Earnest Mathis, Jr. - President, Chief Executive Officer, Chief Financial
Officer and Director

     From December 2005 to the present, Mr. Mathis has been Xedar's Chief
Executive Officer, Chief Financial Officer and a member of the Board of
Directors From July 2005 to the present, Mr. Mathis has been a VitaCube Systems
Holdings, Inc. Director. From March 2005 to the present, Mr. Mathis has been
VitaCube Systems Holdings, Inc.'s, Chairman, Chief Operating Officer and
President. From February 2003 to the present, Mr. Mathis has been a manager and
member of Louisiana Land Acquisitions, LLC, which holds real property. From
December 2004 to present, Mr. Mathis has been a manager or Trinidad Golf, LLC, a
golf course development company. From October 2004 to present, Mr. Mathis has
been a manager of Trinidad Land Co., LLC, which holds real property. From June
2002 to June 2003, Mr. Mathis was the President and a Director of Instanet, Inc.
Instanet was a publicly-held shell corporation. In August 2003, Instanet
acquired VitaCube Systems Holdings, Inc. in a stock for stock transaction and
Mr. Mathis resigned as an officer and director at that time. From April 2002 to
the present, Mr. Mathis has been the Chief Executive Officer, Chief Financial
Officer and a member of the Board of Directors of Petramerica Oil, Inc., a
publicly-held shell corporation. From February 2001 to December 2002, Mr. Mathis
was the President, Chief Financial Officer and a member of the Board of
Directors of Care Concepts, Inc., a publicly-held shell corporation. From
January 1999 to January 2002, Mr. Mathis was Chief Executive Officer and Chief
Financial Officer of Milestone Capital, Inc. and served as the company's sole
Director. Milestone was a publicly-held shell corporation. In January 2002,
Milestone acquired Elite Agents, Inc. in a stock for stock transaction and Mr.
Mathis resigned as an officer and director at that time. From January 1987 to
the present, Mr. Mathis has been President and a member of the Board of
Directors of Inverness Investments, a privately-held financial consulting
company in Denver, Colorado. From February 1998 to the present, Mr. Mathis has
served as Manager of Amerigolf, LLC, a golf course development company. From
January 1997 to the present, Mr. Mathis has served as President of Integrated
Medical Services, Inc. (IMS). IMS transports and processes medical waste from
small and large generators of medical waste. In March 1999, IMS sold 100% of its
assets to publicly held Stericycle, Inc. In March 2002, Mr. Mathis became one of
the founding members and managers of Waveland Ventures, LLC, a capital
management company with emphasis in managing economic redevelopment and
stimulation programs for governmental entities. He also is a managing director
of Waveland Colorado Ventures, LLC, a Certified Capital Company. Mr. Mathis
attended Denver University where he studied finance and since 1992, has been a
member of the Denver Society of Securities Analysts.

                                       9
<PAGE>
ITEM 10.   EXECUTIVE COMPENSATION

     None of the Company's executive officers or directors currently receive
compensation in excess of $100,000 per year and nor do any receive stock
options, stock grants or any other form of no-cash remuneration and none
currently receive any compensation.

Aggregate Option Exercise of Last Fiscal year and Fiscal Year-End Option Values

     There were no executive officers' unexercised options at December 31, 2005.
No shares of Common Stock were acquired upon exercise of options during the
fiscal year ended December 31, 2005.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the common stock ownership of (i) each
person known by Xedar to be the beneficial owner of five percent or more of
Xedar's common stock, (ii) each director individually and (iii) all officers and
directors of Xedar as a group as of December 31, 2005. Each person has sole
voting and investment power with respect to the shares of common stock shown,
and all ownership is of record and beneficial. The address of each owner is in
care of Xedar at 2560 W. Main Street, Suite 200, Littleton, CO 80120.

Name                             Number of shares     Percent of class
----                             ----------------     ----------------

Earnest Mathis, Jr.                 6,000,000              69.37%
2560 W. Main Street, Suite 200
Littleton, CO 80120

Hans R. Bucher (1)                    662,481               7.66%
2890 Table Mesa Drive
Boulder, CO 80303

Gary A. Agron                         662,481               7.66%
5445 DTC Parkway, Suite 520
Englewood, CO 80111


                                       10
<PAGE>

All officers and
as a directors group
(one person)                        6,000,000              69.37%
--------------------

(1)  Includes 15,225 shares owned by Marlis Bucher, Mr. Bucher's wife.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not Applicable

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

     a.   Exhibits

          Exhibit No.  Title
          ----------   ---------------------------------------------------------
            2.01       Articles of Incorporation, as amended, of the
                       Registrant (1)

            2.02       Bylaws of the Registrant (1)

            14.1       Code of Ethics

            31.1       Certification of Chief Executive Officer/Chief Financial
                       Officer pursuant to Section 302 of the Sarbanes-Oxley
                       Act of 2002

            32.1       Certification of Chief Executive Officer/Chief Financial
                       Officer pursuant to U.S.C. Section 1350 as adopted
                       pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

--------------------
          (1)  Previously filed

     b.   Reports on Form 8-K

     No Reports on Form 8-K were filed during the three months ended December
31, 2005.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

     The Board of Directors has appointed CNE CPA's and Advisors, PC as the
independent registered public accountants to audit our consolidated financial
statements for the fiscal year ending December 31, 2005.

     Audit Fees. Fees for audit services totaled $3,000 in 2005 and $3,000 in
2004, including fees associated with the annual audit, the review of the
Company's quarterly reports on Form 10-QSB, comfort letters, consents,
assistance with and review of documents to be filed with the SEC and Section 404
consultation services.

     Audit-Related Fees. Fees for audit-related services totaled $0 in 2005 and
$0 in 2004. Audit related services principally include due diligence, consents
and assistance with review of documents pertaining to acquisitions.

     Tax Fees. Fees for tax services, including tax compliance, tax advice and
tax planning totaled $0 in 2005 and $0 in 2004.

     All Other Fees. Fees for all other services not included above totaled $0
in 2005 and $0 in 2004.

                                       11
<PAGE>
     Audit Committee's Pre-Approval Policies and Procedures. The Board of
Directors acting as the Audit Committee of Xedar, Inc. has adopted a policy
regarding pre-approval of audit and non-audit services provided by Schumacher &
Associates, Inc. to Xedar, Inc. All references to the Audit Committee contained
herein refer to the Board of Directors acting as the Audit Committee of Xedar,
Inc... The policy provides the guidelines necessary to adhere to Xedar's
commitment to auditor independence and compliance with relevant laws,
regulations and guidelines relating to auditor independence. The policy contains
a list of prohibited non-audit services, and sets forth four categories of
permitted services (Audit, Audit-Related, Tax and Other), listing the types of
permitted services in each category. All of the permitted services require
pre-approval by the Audit Committee. In lieu of Audit Committee pre-approval on
an engagement-by-engagement basis, each category of permitted services, with
reasonable detail as to the types of services contemplated, is pre-approved as
part of the annual budget approval by the Audit Committee. Permitted services
not contemplated during the budget process must be presented to the Audit
Committee for approval prior to the commencement of the relevant engagement. The
Audit Committee chair, or, if he is not available, any other member of the
Committee, may grant approval for any such engagement if approval is required
prior to the next scheduled meeting of the Committee. At least twice a year, the
Audit Committee is presented with a report showing amounts billed by the
independent auditor compared to the budget approvals for each of the categories
of permitted services. The Audit Committee reviews the suitability of the
pre-approval policy at least annually. All services were approved by the Audit
Committee.

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in Littleton, Colorado, on July 14, 2006.

                                                  XEDAR CORPORATION


                                                  By:    /s/ Earnest Mathis, Jr.
                                                         -----------------------
                                                         Earnest Mathis, Jr.
                                                         Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on the dates
indicated.

Signature                  Title                                      Date

/s/ Earnest Mathis, Jr.    President, Chief Executive Officer,    July 14, 2006
-----------------------    Chief Financial Officer (Principal
Earnest Mathis, Jr.        Accounting Officer) and Director





                                       12
<PAGE>