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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) June 18, 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 N.W. Tanasbourne Drive, Suite 200 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 June 18, 2008, MathStar, Inc. issued a press release announcing that it has scheduled a conference call to report on the status of its business activities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is being filed with this Current Report on Form 8-K:

99.1 A copy of the press release issued by MathStar, Inc. on June 18, 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: June 18, 2008.
 By /s/ Douglas M. Pihl
 ------------------------------------
 Chairman, Chief Executive Officer
 and Chief Financial Officer
 (Principal Executive Officer
 and Principal Accounting Officer)

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