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): February 11, 2008 MathStar, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51560 41-1881957 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 19075 NW Tanasbourne Dr, Suite 200, Hillsboro, OR 97124 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (503) 726-5500 - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 - Other Events Item 8.01 Other Events. On February 11, 2008, MathStar, Inc. announced it would hold its fourth quarter earnings conference call on February 18, 2008 at 1:30 p.m. PST. The dial-in numbers for the conference call are 303-205-0044 or 800-366-3964. The press release announcing the conference call is attached as an exhibit and is incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following exhibit is being furnished as part of this report: EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------- 99.1 Press Release of MathStar, Inc. dated February 11, 2008. - ------------------------------------------------------------------------------- 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. MathStar, Inc. Date: February 11, 2008 By: /s/ James W. Cruckshank ----------------------- James W. Cruckshank Vice President of Administration and Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer)