<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
    X            Quarterly Report Pursuant to Section 13 or 15(d)
---------             of the Securities Exchange Act of 1934



                         For the quarterly period ended
                                 MARCH 31, 2002
                                       or
               Transition Report Pursuant to Section 13 or 15(d)
---------          of the Securities Exchange Act of 1934
                         Commission File Number 0-13111


                            ANALYTICAL SURVEYS, INC.
        (Exact name of small business issuer as specified in its charter)


COLORADO                                                              84-0846389
(State of incorporation)                       (IRS Employer Identification No.)

941 NORTH MERIDIAN STREET INDIANAPOLIS, INDIANA                            46204
(Address of principal executive offices)                              (Zip Code)

(317) 634-1000
(Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past (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
ninety (90) days.
                                                       Yes   X          No
                                                           -----           -----


The number of shares of common stock outstanding as of May 15, 2002 was
7,385,933.

<PAGE>
                                     PART I


ITEM 1.  FINANCIAL STATEMENTS



                            ANALYTICAL SURVEYS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                MARCH 31,        SEPTEMBER 30,
                                                                  2002              2001
                                                                  ----              ----
                                                               (UNAUDITED)
<S>                                                             <C>              <C>
ASSETS
Current assets:
     Cash                                                       $    380             1,351
     Accounts receivable, net of allowance for doubtful
         accounts of $526 and $2,070                               2,595             6,110

     Revenue in excess of billings                                10,703            10,567
     Income tax receivable                                         1,122                20
     Prepaid expenses and other                                      317               619
                                                                --------          --------

         Total current assets                                     15,117            18,667
                                                                --------          --------

Equipment and leasehold improvements, at cost:
     Equipment                                                     6,824             7,202

     Furniture and fixtures                                          533               594
     Leasehold improvements                                          375               429
                                                                --------          --------
                                                                   7,732             8,225
     Less accumulated depreciation and amortization               (6,698)           (6,750)
                                                                --------          --------
         Net equipment and leasehold improvements                  1,034             1,475
                                                                --------          --------

Goodwill, net of accumulated amortization of $5,216                 --               3,557
Investment securities                                                626               120
                                                                --------          --------

         Total assets                                           $ 16,777            23,819
                                                                ========          ========
</TABLE>



                                       2
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                    MARCH 31,         SEPTEMBER 30,
                                                                      2002                2001
                                                                      ----                ----
                                                                   (UNAUDITED)
<S>                                                                <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Lines-of-credit                                                 $   --               4,400
     Current portion of long-term debt                                  3,258            10,366
     Billings in excess of revenue                                        138               244
     Accounts payable and other accrued liabilities                     3,950             4,445
     Accrued payroll and related benefits                               1,764             1,960
                                                                     --------          --------

         Total current liabilities                                      9,110            21,415

Long-term debt, less current portion                                      143               200
                                                                     --------          --------

         Total liabilities                                              9,253            21,615
                                                                     --------          --------

Redeemable preferred stock; no par value.  Authorized 2,500
     shares; and 1,600 shares issued and outstanding at
     March 31 (liquidation value $1,600)                                  400              --
                                                                     --------          --------

Stockholders' equity:
     Common stock; no par value.  Authorized 100,000 shares;
         7,386 and 6,978 shares issued and outstanding
         at March 31, and September 30, respectively                   32,402            32,191
     Accumulated other comprehensive income (loss)                        253              (253)
     Retained earnings (accumulated deficit)                          (25,531)          (29,734)
                                                                     --------          --------
         Total stockholders' equity                                     7,124             2,204
                                                                     --------          --------

         Total liabilities and stockholders' equity                  $ 16,777            23,819
                                                                     ========          ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                        MARCH 31,                     MARCH 31,
                                                                  2002            2001           2002           2001
                                                                  ----            ----           ----           ----
<S>                                                             <C>              <C>            <C>            <C>
Revenues                                                        $  4,968         11,849         10,604         26,589

Costs and expenses
     Salaries, wages and related benefits                          3,526          7,470          7,632         15,158
     Subcontractor costs                                             806          2,680          1,886          5,833
     Other general and administrative                              1,313          3,499          3,298          6,645
     Depreciation and amortization                                   252            792            546          1,643
     Severance and related costs                                    --              210           --              210
                                                                --------       --------       --------       --------
                                                                   5,897         14,651         13,362         29,489
                                                                --------       --------       --------       --------
                  Loss from operations                              (929)        (2,802)        (2,758)        (2,900)
                                                                --------       --------       --------       --------
Other income (expense)
     Interest expense, net                                           (52)          (672)          (226)        (1,351)
     Litigation settlement costs                                    --             (748)          --             (748)
     Other                                                            (3)           (35)            21              6
                                                                --------       --------       --------       --------
                                                                     (55)        (1,455)          (205)        (2,093)
                                                                --------       --------       --------       --------
                  Loss before income taxes                          (984)        (4,257)        (2,963)        (4,993)

Income tax benefit                                                 1,240           --            1,240           --
                                                                --------       --------       --------       --------
Earnings (loss) before extraordinary item and cumulative
     effect of a change in accounting principle                      256         (4,257)        (1,723)        (4,993)

Extraordinary gain on extinguishment of debt,
     net of tax of $0                                               --             --            9,583           --
                                                                --------       --------       --------       --------
Earnings (loss) before cumulative effect of a change in
     accounting principle                                            256         (4,257)         7,860         (4,993)

Cumulative effect of a change in accounting principle               --             --           (3,557)          --
                                                                --------       --------       --------       --------
                  Net earnings (loss)                                256         (4,257)         4,303         (4,993)

Accretion of discount on preferred shares                           (100)          --             (100)          --
                                                                --------       --------       --------       --------
                  Net earnings (loss) available to
                  common shareholders                           $    156         (4,257)         4,203         (4,993)
                                                                ========       ========       ========       ========

Basic and diluted earnings (loss) per common share:
     Earnings (loss) available to common shareholders before
          extraordinary item and cumulative effect of a
          change in accounting principle                        $   0.02          (0.61)         (0.22)         (0.72)
     Extraordinary gain                                         $   --             --             1.35           --
     Cumulative effect of a change in accounting principle      $   --             --            (0.50)          --
                                                                --------       --------       --------       --------
     Net earnings (loss) available to common shareholders       $   0.02          (0.61)          0.59          (0.72)
                                                                ========       ========       ========       ========

Weighted average common shares:
     Basic                                                         7,245          6,978          7,112          6,978
                                                                ========       ========       ========       ========
     Diluted                                                       7,246          6,983          7,112          6,983
                                                                ========       ========       ========       ========
</TABLE>


See accompanying notes to consolidated financial statements.


                                        4
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE GAIN (LOSS)

                     FOR THE SIX MONTHS ENDED MARCH 31, 2002
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                 ACCUMULATED
                                                                                  ACCUM-            OTHER
                                                        COMMON STOCK              ULATED         COMPREHENSIVE
                                                    SHARES        AMOUNT          DEFICIT         GAIN (LOSS)        TOTAL
                                                    ------        ------          -------         -----------        -----
<S>                                                 <C>           <C>             <C>            <C>                 <C>
Balances at September 30, 2001                      6,978         $32,191         (29,734)            (253)           2,204

Comprehensive earnings:

Net earnings                                         --              --             4,303             --              4,303


Unrealized change in investment
   securities, net of tax                            --              --              --                506              506
                                                                                                                    -------

Total comprehensive earnings                                                                                          4,809

Issuance of common shares in
   litigation settlement                              408             211            --               --                211

Accretion of discount on preferred shares            --              --              (100)            --               (100)
                                                  -------         -------         -------          -------          -------

Balances at March 31, 2002                          7,386         $32,402         (25,531)             253            7,124
                                                  =======         =======         =======          =======          =======
</TABLE>


See accompanying notes to consolidated financial statements.


                                        5
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED
                                                                             MARCH 31,
                                                                       2002             2001
                                                                       ----             ----
<S>                                                                  <C>               <C>
Cash flow from operating activities:
     Net earnings (loss)                                             $ 4,303           (4,993)
     Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
         Extraordinary gain on extinguishment of debt                 (9,583)            --
         Cumulative effect of change in accounting principle           3,557             --
         Depreciation and amortization                                   546            1,643
         Deferred income tax benefit                                    --               (294)
         Changes in operating assets and liabilities:
              Accounts receivable, net                                 3,515            2,701
              Revenue in excess of billings                             (136)           2,493
              Income taxes receivable                                 (1,102)           3,110
              Prepaid expenses and other                                 302               82
              Billings in excess of revenue                             (106)            (968)
              Accounts payable and other accrued liabilities            (284)          (1,729)
              Accrued payroll and related benefits                      (196)              (4)
                                                                     -------          -------
                  Net cash provided by operating
                      activities                                         816            2,041
                                                                     -------          -------
Cash flows from investing activities:
     Purchase of equipment and leasehold improvements                   (105)            (293)
                                                                     -------          -------

                  Net cash used in investing activities                 (105)            (293)
                                                                     -------          -------

Cash flows from financing activities:
     Net borrowings under lines-of-credit                               --              1,210
     Principal payments on long-term debt                             (1,682)          (4,681)
     Proceeds from exercise of stock options                            --                  6
                                                                     -------          -------

                  Net cash used in financing activities               (1,682)          (3,465)
                                                                     -------          -------

Net decrease in cash                                                    (971)          (1,717)

Cash at beginning of period                                            1,351            2,825
                                                                     -------          -------


Cash at end of period                                                $   380            1,108
                                                                     =======          =======

Supplemental disclosure of cash flow information:
     Cash paid for interest                                          $   195            1,371
                                                                     =======          =======
     Refunds of income taxes                                         $    15            2,816
                                                                     =======          =======
     Issuance of preferred stock to retire debt                      $   300             --
                                                                     =======          =======
     Issuance of common stock in litigation settlement               $   211             --
                                                                     =======          =======
</TABLE>


See accompanying notes to financial statements.


                                       6
<PAGE>
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been
prepared by management in accordance with the accounting policies described in
the Company's annual report for the year ended September 30, 2001. The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation. Certain information and note disclosures normally
included in consolidated financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended September 30, 2001.

The consolidated financial statements reflect all adjustments which are, in the
opinion of management, necessary to present fairly the financial position of
Analytical Surveys, Inc., and subsidiaries at March 31, 2002 and the results of
their operations and cash flows for the three months and six months ended March
31, 2002 and 2001.

2. SALE OF COLORADO ASSETS

On April 27, 2001, the Company completed the sale of substantially all of the
assets of its Colorado Springs, Colorado-based land mapping office for an
aggregate sales price of approximately $10.1 million, including cash proceeds of
$8.6 million and the assumption of $1.5 million of certain liabilities by the
buyer. The Company transferred approximately $2.9 million of net working capital
and $2.2 million of net book value of equipment and leasehold improvements to
the buyer and recorded a gain on sale of approximately $3.5 million after
transaction and other expenses. The Company used the proceeds of the transaction
to reduce its line-of-credit, lease and term debt by a total of $6.0 million,
pay Colorado-related liabilities of approximately $1.2 million, pay transaction
expenses of approximately $700,000 and fund other operating expenses.

The following summarized pro forma unaudited information represents the
historical operating results of Analytical Surveys, Inc. assuming the sale of
the Colorado assets had occurred at the beginning of the period presented below,
adjusted to give effect to events that are directly attributable to the
transaction. The pro forma financial information presented is not necessarily
indicative of what the Company's actual operating results would have been had
the sale of the Colorado assets occurred before such periods (in thousands,
except per share amounts):


                                       7
<PAGE>
<TABLE>
<CAPTION>
                                           Three Months Ended         Six Months Ended
                                               March 31,                  March 31,
                                                 2001                       2001
                                              (Pro Forma)                (Pro Forma)
                                              -----------                -----------

<S>                                        <C>                        <C>
Revenues                                        $ 8,144                     19,159
Net loss                                        $(4,306)                    (5,806)
Weighted average shares outstanding:
         Basic                                    6,978                      6,978
         Diluted                                  6,983                      6,983
Net loss per common share:
         Basic                                  $ (0.62)                     (0.83)
         Diluted                                $ (0.62)                     (0.83)
</TABLE>


3. GOODWILL IMPAIRMENT

The Company has elected early adoption of FASB Statement No. 142, Goodwill and
Other Intangible Assets. As a result of this election, the Company tested the
carrying value of its goodwill for impairment under the provisions of FASB No.
142 as of October 1, 2001. The Company determined the goodwill recorded at
October 1, 2001 was primarily associated with indefinite lived intangible assets
resulting from the acquisitions in its Utilities Division. The Company used the
quoted market value of its stock on October 1, 2001 at a discounted value to
reflect the lack of float in available shares and the going-concern issues at
that date to determine the fair value of the Company as a whole. The fair value
of the reporting units (i.e. individual offices) in the Utilities Division was
determined by allocating the fair value of the Company by each reporting unit's
respective portion of the Company's contract assets (i.e. accounts receivables
and revenue in excess of billings). The fair value of each reporting unit was
then compared to the net assets of the respective reporting unit (including
allocated Corporate net assets) to determine if reporting unit level goodwill
was impaired. The Company determined that impairment had occurred in each of the
respective reporting units and that an impairment loss of $3.6 million should be
reflected as a Cumulative Effect of a Change in Accounting Principle at October
1, 2001.


                                       8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31:                               2002          2001
                                                           ----          ----
(In thousands except for per share amounts)

<S>                                                       <C>            <C>
Net earnings (loss) available to common shareholders      $   156        (4,257)
   Add back:  Goodwill amortization                          --              75
                                                          -------      --------
Adjusted net earnings (loss) available to common
   shareholders                                           $   156        (4,182)
                                                          =======      ========

Basic and diluted earnings (loss) for common share:
Net earnings (loss) available to common shareholders      $  0.02         (0.61)
   Goodwill amortization                                     --            0.01
                                                          -------      --------
Adjusted net earnings (loss) available to common
   shareholders                                           $  0.02         (0.60)
                                                          =======      ========

<CAPTION>

SIX MONTHS ENDED MARCH 31:                                 2002          2001
                                                           ----          ----
(In thousands except for per share amounts)

<S>                                                       <C>            <C>
Net earnings (loss) available to common shareholders      $ 4,203        (4,993)
   Add back:  Goodwill amortization                            --           154
                                                          -------      --------
Adjusted net earnings (loss) available to common
   shareholders                                           $ 4,203        (4,839)
                                                          =======      ========

Basic and diluted earnings (loss) for common share:
Net earnings (loss) available to common shareholders      $  0.59         (0.72)
   Goodwill amortization                                       --          0.02
                                                          -------      --------
Adjusted net earnings (loss) available to common
   shareholders                                           $  0.59         (0.70)
                                                          =======      ========
</TABLE>


4. DEBT

The line-of-credit, note payable and capital lease obligation represent the
three components of a debt facility with the Company's senior lenders and are
summarized as follows (in thousands).


<TABLE>
<CAPTION>
                              March 31,    September 30,
                                2002           2001
                                ----           ----
<S>                           <C>          <C>
SHORT-TERM DEBT
Line-of-credit                $   --            4,400
                              ========       ========

LONG-TERM DEBT
Note payable                  $  3,000          9,733
Capital lease obligation           197            596
Other                              204            237
                              --------       --------
                                 3,401         10,566
Less current portion            (3,258)       (10,366)
                              --------       --------
                              $    143            200
                              ========       ========
</TABLE>


On December 28, 2001, the Company completed a Waiver Agreement and Amendment No.
12 to Credit Agreement and Other Loan and Lease Documents (the "Agreement") with
its senior lenders. Under the Agreement, senior lenders waived all existing
financial covenant defaults, the loan maturity dates were changed, and the
principal prepayment incentives were continued. Under the Agreement, senior
lenders accepted a cash payment of $1.25 million and non-convertible preferred
stock with a face value of $3.2 million (See Note 5) in payment of the $4.4
million line-of-credit and all but $3.0 million of the note payable. The
Agreement provided for the remaining $3.0 million note payable to be reduced to
zero with a cash payment of up to $875,000 by March 31, 2002


                                       9
<PAGE>

(which is the maturity date); if payment was made after March 31, 2002 (later
amended to April 2, 2002), the entire remaining balance must be paid. As more
fully addressed in Note 11, the $3 million note payable was paid off on April 2,
2002.

The agreement with senior lenders resulted in an extraordinary gain on
extinguishment of debt in the quarter ended December 31, 2001, which is
calculated as follows (in thousands):


<TABLE>
<CAPTION>
<S>                                               <C>
Outstanding debt:
     Line-of-credit                               $  4,400
     Note payable                                    9,733
                                                  --------
         Total                                      14,133
                                                  --------

Less:
     Cash paid                                      (1,250)
     Fair value preferred stock (See Note 5)          (300)
     Remaining note payable                         (3,000)
                                                  --------
Extraordinary gain on extinguishment of debt      $  9,583
                                                  ========
</TABLE>


Total tax expense for fiscal year 2002 is projected to be zero and accordingly,
no income taxes have been recorded related to the extraordinary gain or loss
from operations.

5. REDEEMABLE PREFERRED STOCK

Pursuant to the agreement with senior lenders described in Note 4, the Company
as of December 28, 2001 issued preferred stock in the form of 1.6 million shares
of no par value Series A Preferred Stock, at an original issue price of $2.00
per share. The Company is entitled to redeem the shares within one year of
issuance at $1.00 per share ($1.6 million), and the redemption price increases
$.20 per year until the fifth anniversary, at which time the shares must be
redeemed at a price of $2.00 per share. The Agreement calls for a mandatory
payment of $800,000 by the third anniversary of the issuance of the shares. The
preferred stock earns a dividend at the annual rate of 5.00% of the then
redemption price on a cumulative, non-participating basis and has a liquidation
preference equal to the then applicable redemption value of shares outstanding
at the time of liquidation.

The carrying value for Preferred Stock is $400,000 and $300,000 at March 31,
2002 and December 31, 2001, respectively. The carrying value represents the
estimated fair market value of the stock on the date of issuance plus issuance
costs, adjusted for accretion of the difference between fair market value at the
date of issuance and the redemption value at the mandatory redemption dates. The
fair market value was based on the present value of required cash flows using a
discount rate of 80%. The discount rate was selected by the Company based on
discussions with third parties that took into account market conditions for
similar securities, the current economic climate and the Company's financial
condition and performance as major factors. Accretion is effected by a charge to
retained earnings, and the rate of accretion approximates the interest method.


                                       10
<PAGE>

6. SEGMENT INFORMATION

Management evaluates operations and makes key strategic and resource decisions
based on two different operating segments: the Utilities Division which uses its
industry expertise and proprietary GIS systems for data conversion for electric,
gas and municipal utility customers; and the Land Division which creates
cadastral maps for mainly municipal customers. Segment data includes revenue,
operating income, including allocated costs charged to each of the operating
segments, equipment investment and project investment, which includes net
accounts receivable and revenue earned in excess of billings. Segment data for
fiscal year 2001 has been presented for comparative purposes.

Interest expense and other non-segment specific expenses are not allocated to
individual segments in determining the Company's performance measure.
Non-segment assets to reconcile to total assets consist of corporate assets
including cash, prepaid expenses and deferred taxes (in thousands).


<TABLE>
<CAPTION>
                                                 Utilities         Land        Non-Segment    Total
                                                 ---------         ----        -----------    -----
<S>                                              <C>               <C>         <C>            <C>
THREE MONTHS ENDED MARCH 31, 2002
      Operations
      Revenues                                   $  4,543            425           --            4,968
      Loss from operations                           (308)          (621)          --             (929)
      Interest expense, net                          --             --              (52)           (52)
      Other                                          --             --             (103)          (103)
      Income tax benefit                             --             --            1,240          1,240
      Extraordinary gain on
        extinguishment of debt                       --             --             --             --
      Cumulative change in accounting
        principle                                    --             --             --             --
                                                                                              --------
           Net earnings available to
              common shareholders                                                                  156
                                                                                              ========



SIX MONTHS ENDED MARCH 31, 2002
      Operations
      Revenues                                   $  9,509          1,095           --           10,604
      Loss from operations                         (1,421)        (1,337)          --           (2,758)
      Interest expense, net                          --             --             (226)          (226)
      Other                                          --             --              (79)           (79)
      Income tax benefit                             --             --            1,240          1,240
      Extraordinary gain on
        extinguishment of debt                       --             --            9,583          9,583
      Cumulative change in accounting
        principle                                  (3,557)          --             --           (3,557)
                                                                                              --------
           Net earnings available to
              common shareholders                                                                4,203
                                                                                              ========

      Assets at March 31, 2002
      Segment assets                             $ 13,273          1,059           --           14,332
      Non-segment assets                             --             --            2,445          2,445
                                                                                              --------
      Consolidated Assets                                                                       16,777
                                                                                              ========
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
<S>                                              <C>               <C>         <C>            <C>
THREE MONTHS ENDED MARCH 31, 2001
      Operations
      Revenues                                   $  7,666          4,183           --           11,849
      Loss from Operations                         (1,688)        (1,114)          --           (2,802)
      Interest expense, net                          --             --             (672)          (672)
      Litigation settlement costs                    --             --             (748)          (748)
      Other                                          --             --              (35)           (35)
                                                                                              --------

           Net loss available to common
              shareholders                                                                     (4,257)
                                                                                              ========

SIX MONTHS ENDED MARCH 31, 2001
      Operations
      Revenues                                   $ 17,919          8,670           --           26,589
      Loss from operations                         (1,774)        (1,126)          --           (2,900)
      Interest expense, net                          --             --           (1,351)        (1,351)
      Litigation settlement costs                    --             --             (748)          (748)
      Other                                          --             --                6              6
                                                                                              --------

           Net loss available to common
              shareholders                                                                     (4,993)
                                                                                              ========

      Assets at September 30, 2001
      Segment assets                             $ 19,644          2,065           --           21,709
      Non-segment assets                             --             --            2,110          2,110
                                                                                              --------
      Consolidated Assets                                                                       23,819
                                                                                              ========
</TABLE>


7. LITIGATION

The Company was named as a defendant in a consolidated putative securities class
action alleging a misstatement or omission of material facts concerning the
Company's operations and financial results. On September 21, 2001, the United
States District Court of the Southern District of Indiana (the "Court") issued
an Order and Final Judgment ratifying the settlement terms of this lawsuit
against the Company and certain of its directors and former officers. The
settlement provides for the dismissal of the lawsuit in its entirety against all
defendants and the establishment of a settlement fund of $4.0 million, of which
the Company contributed $100,000 of cash, and approximately 1,256,000 shares of
the Company's common stock for the class. The class consisted of open market
purchasers of the Company's shares between January 25, 1999 and March 7, 2000,
inclusive. The remaining $3.9 million of cash was contributed by the Company's
insurance company. The Company's cost of this settlement, excluding legal fees,
of $748,000 was based on the cash contribution and the value of the common
shares on


                                       12
<PAGE>

April 4, 2001, on the date of the agreement in principle for settlement of the
suit. This cost was included in the financial results of the Company in the
fiscal quarter ended March 31, 2001.

The Company and certain directors have been named as defendants in an action
that was filed by Sidney V. Corder, the former President, Chief Executive
Officer and Director of the Company. The suit claims that the Company violated
the Colorado Wage Claim Act and breached contractual obligations. The suit also
claims that the Company has breached an obligation to indemnify Mr. Corder in
connection with the securities lawsuit described in the preceding paragraph. A
trial date of November 13, 2001 was postponed and a new date has not been set.
It is impossible to evaluate what the impact of this action, or any future,
related actions, may have on the Company. However, it is reasonably possible
that an unfavorable outcome in the present litigation, or in any related future
actions, could have a material adverse impact on the Company's financial
condition or results of operations in one or more future reporting periods. The
Company intends to defend itself vigorously in this action.

Two shareholders of the Company, the Epner Family Limited Partnership and the
Braverman Family Limited Partnership, filed suit in Indiana state court
(Hamilton County Superior Court, State of Indiana, Cause No. 29001-0105 CP 289)
against four former officers of the Company on May 8, 2001. The former officers
are: Sidney Corder, Chief Executive Officer; Scott Benger, Senior Vice President
of Finance; Randy Sage, Chief Operations Officer; and John Dillon, Chief
Administrative Officer. The plaintiffs claimed that the former officers violated
Texas and Indiana securities laws and other provisions of Texas law in
connection with the Company's acquisition of Cartotech, Inc., in June 1998. The
four defendants have sent the Company written demands for indemnification. The
Company has tendered these claims to its insurer. On or about May 8, 2002, the
Court issued an Order granting motions filed by Messrs. Corder and Sage to
dismiss the Complaint for failure to state a claim and/or failure to join a
necessary party as required by trial rules and case law. Plaintiffs have thirty
days in which to file an amended complaint. The Company has not been named a
party to the suit, but the plaintiffs and another former Cartotech shareholder,
Albert Naumann, III (a former officer of ASI and is now employed by a competitor
to the Company), have threatened to bring claims against the Company. The
Company intends to challenge any such claims.

The Company is also subject to various routine litigation. Management does not
believe that any of these legal proceedings would have a material adverse effect
on the Company's financial condition or results of operations.

8. SECURITIES AND EXCHANGE COMMISSION INVESTIGATION

On January 23, 2002, the Company announced that the Securities and Exchange
Commission has commenced a formal investigation of the Company, certain of its
former officers, directors and others in connection with the Company's
accounting policies, procedures, disclosures and system of internal controls
relating to the period from October 1998 through March 2000. On March 7, 2000,
the Company restated earnings for the fiscal year ended September 30, 1999. The
Company continues to cooperate fully with the SEC in this investigation. The
Company may have a responsibility to indemnify


                                       13
<PAGE>

certain individuals and groups for defense and other costs in connection with
this investigation.

9. CONCENTRATION OF CREDIT RISK

At March 31, 2002, the Company had multiple contracts with three customers that
represented 60% (31%, 15% and 14%, respectively) of the total balance of net
accounts receivable and revenue in excess of billings. Revenues from these three
customers for the fiscal quarter ended March 31, 2002 were 42% (15%, 14% and
13%, respectively) of total revenue. At September 30, 2001, these customers
represented 44% (18%, 14% and 12%, respectively) of the total balance of net
accounts receivable and revenue in excess of billings. Billing terms are
negotiated in a competitive environment and are based on reaching project
milestones. The Company anticipates that sufficient billing milestones will be
achieved by December 31, 2002 such that revenue in excess of billings for these
customer contracts will begin to decline.

10. INCOME TAX BENEFIT

The Company has recorded an income tax benefit of $1,240,000 in the fiscal
quarter ending March 31, 2002 as a result of a recent change in federal tax
regulations. New regulations allowed the Company to claim a refund of taxes paid
in prior years by increasing the carryback period of its federal net operating
loss generated in fiscal year 2001 from two years to five years.

11. SUBSEQUENT EVENT

On April 2, 2002, the Company completed the sale of a $2 million senior secured
convertible promissory note and warrants to purchase common stock. The Company
used the proceeds to repay $700,000 to its senior lenders, pay transaction
expenses of approximately $95,000 and fund operations. Senior lenders accepted
the $700,000 cash payment and a $175,000 unsecured promissory note in full
satisfaction of the $3 million note payable outstanding at March 31, 2002. As a
result, the Company will recognize a $2,125,000 extraordinary gain on
extinguishment of debt in April, 2002.

The $175,000 unsecured promissory note matures on March 31, 2003 and bears
interest at prime rate plus one percent. The $2 million senior secured
convertible promissory note matures April 2, 2005, bears interest at an annual
rate of five percent and is secured by substantially all assets of the Company.
The purchaser of the convertible note and warrants will own a majority of the
Company's common stock if the note is fully converted and the warrants are
exercised.


                                       14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS.

THE DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS FORM
10-Q. THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS FORM 10-Q THAT ARE NOT PURELY
HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. WHEN USED IN THIS FORM
10-Q, OR IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS FORM 10-Q, THE
WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," "INTEND" AND "EXPECT" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, THE STATEMENTS REGARDING
THE COMPANY'S STRATEGY, FUTURE SALES, FUTURE EXPENSES AND FUTURE LIQUIDITY AND
CAPITAL RESOURCES. ALL FORWARD-LOOKING STATEMENTS IN THIS FORM 10-Q ARE BASED
UPON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE OF THIS FORM 10-Q, AND THE
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS
FORM 10-Q. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE,
BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN ITEM 1. BUSINESS--"RISK FACTORS" AND
ELSEWHERE IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.

OVERVIEW

The Company, a provider of data conversion and digital mapping services to users
of customized geographic information systems, was founded in 1981.

The Company recognizes revenue using the percentage of completion method of
accounting on a cost-to-cost basis. For each contract, an estimate of total
production costs is determined and these estimates are reevaluated monthly.
Production costs consist of internal costs, primarily salaries and wages, and
external costs, primarily subcontractor costs. Internal and external production
costs may vary considerably among projects and during the course of completion
of each project. At each accounting period, the percentage of completion is
based on production costs incurred to date as a percentage of total estimated
production costs for each of the Company's contracts. This percentage is then
multiplied by the contract's total value to calculate the sales revenue to be
recognized. The percentage of completion is affected by any factors which
influence either the estimate of future productivity or the production cost per
hour used to determine future costs. The Company recognizes losses on contracts
in the period such


                                       15
<PAGE>

loss is determined. Sales and marketing expenses associated with obtaining
contracts are expensed as incurred.

The Company experiences yearly and quarterly fluctuations in production costs,
salaries, wages and related benefits and subcontractor costs. These costs may
vary as a percentage of sales from period to period. The Company utilized
InfoTech Enterprises Ltd., an India-based company, for a significant percentage
of its production services in fiscal 2000 and 2001 and expects to continue the
use of its services in fiscal 2002.

The Company continued to streamline operations throughout the fiscal quarter,
announcing and completing the consolidation of its Cary, North Carolina facility
into the Texas and Wisconsin service centers. The principal activity of the
North Carolina facility has been cadastral and photogrammetric mapping. ASI
currently employs approximately 225 full-time employees.

Backlog increases when new contracts are signed and decreases as revenues are
recognized. Changes in macroeconomic and industry market conditions were
encountered in fiscal 2000 and 2001 and have continued in fiscal 2002 that
resulted in a reduction of timely order flow to the Company. As of March 31,
2002, backlog was $15.1 million as compared with $22.5 million at September 30,
2001. Management believes these adverse market conditions were and continue to
be primarily caused by the recessionary economic climate, consolidation in the
utility industry, the Company's adverse financial results for fiscal years 2000
and 2001 and increased competition from companies with offshore operations.

A number of the projects awarded to the Company are greater than $2 million or
longer than two years in duration, which can increase the Company's risk due to
inflation, as well as changes in customer expectations and funding availability.
The Company's contracts are generally terminable on short notice, and while in
the Company's experience such termination is rare, there is no assurance that
the Company will receive all of the revenue anticipated under signed contracts.
In the fiscal quarter ending March 31, 2002, backlog was reduced by $2 million
to reflect the reduction in contract value of three projects. In one case, ASI
was serving as a subcontractor, but the project was cancelled due to the prime
contractor's inability to perform. The other projects related to the North
Carolina facility, one of which ASI assigned to another vendor, and the other
involved a customer electing to reduce the scope of their project.

The Company engages in research and development activities. The majority of
these activities occur as the Company develops software or designs a product for
a particular contract. These efforts are typically included as an integral part
of the Company's services for the particular project and, accordingly, the
associated costs are charged to that project. Such custom-designed software can
often be applied to projects for other customers. These amounts expended by the
Company are not included in research and development expenses but are expensed
as incurred as part of contract costs. The Company retains ownership of such
proprietary software or products.


                                       16
<PAGE>

The Company's cash flow is significantly affected by customer contract terms and
progress achieved on projects. Fluctuations in cash flow from operations are
reflected in three contract-related accounts: accounts receivable; revenues in
excess of billings; and billings in excess of revenues. Under the percentage of
completion method of accounting, an "account receivable" is created when an
amount becomes due from a customer, which typically occurs when an event
specified in the contract triggers a billing. "Revenues in excess of billings"
occur when the Company has performed under a contract even though a billing
event has not been triggered. "Billings in excess of revenues" occur when the
Company receives an advance or deposit against work yet to be performed. These
accounts, which represent a significant investment by ASI in its business,
affect the Company's cash flow as projects are signed, performed, billed and
collected. At March 31, 2002, the Company had multiple contracts with three
customers that represented 60% (31%, 15% and 14%, respectively) of the total
balance of net accounts receivable and revenue in excess of billings. At
September 30, 2001, these customers represented 44% (18%, 14% and 12%,
respectively) of the total balance of net accounts receivable and revenue in
excess of billings. Billing terms are negotiated in a competitive environment
and, as stated above, are based on reaching project milestones. The Company
anticipates that sufficient billing milestones will be achieved by December 31,
2002 such that revenue in excess of billings for these customer contracts will
begin to decline.

Net cash provided by the Company's operating activities was $816,000 for the
first six months of fiscal 2002, compared to net cash of $2.0 million used in
the same period in fiscal 2001.

Cash used by investing activities for the first six months of fiscal year 2002
was $105,000 and $293,000 in the same period in fiscal 2001. Such investing
activities principally consisted of payments for purchases of equipment and
leasehold improvements.

Cash used by financing activities for the first six months of fiscal year 2002
was $1.7 million as compared to $3.5 million used by financing activities for
the first six months of fiscal 2001. Financing activities consisted primarily of
net borrowings and payments under lines-of-credit for working capital purposes
and net borrowings and payments of long-term debt used for business combinations
and the purchase of equipment and leasehold improvements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company may from time to time employ risk management techniques such as
interest rate swaps and foreign currency hedging transactions. None of these
techniques are used for speculative or trading purposes and the amounts involved
are not considered material.

Short-term interest rate changes can impact the Company's interest expense on
its variable interest rate debt. Variable interest rate debt of $3.0 million was
outstanding as of March 31, 2002. Assuming March 31, 2002 debt levels, an
increase or decrease in


                                       23
<PAGE>

interest rates of one percentage point would impact the Company's annual
interest expense by $30,000.


                                     PART II

ITEM 1. LEGAL PROCEEDINGS.

The Company was named as a defendant in a consolidated putative securities class
action alleging a misstatement or omission of material facts concerning the
Company's operations and financial results. On September 21, 2001, the United
States District Court of the Southern District of Indiana (the "Court") issued
an Order and Final Judgment ratifying the settlement terms of this lawsuit
against the Company and certain of its directors and former officers. The
settlement provides for the dismissal of the lawsuit in its entirety against all
defendants and the establishment of a settlement fund of $4.0 million, of which
the Company contributed $100,000 of cash, and approximately 1,256,000 shares of
the Company's common stock for the class. The class consisted of open market
purchasers of the Company's shares between January 25, 1999 and March 7, 2000,
inclusive. The remaining $3.9 million of cash was contributed by the Company's
insurance company. The Company's cost of this settlement, excluding legal fees,
of $748,000 was based on the cash contribution and the value of the common
shares on April 4, 2001, on the date of the agreement in principle for
settlement of the suit. This cost was included in the financial results of the
Company in the fiscal quarter ended March 31, 2001.

The Company and certain directors have been named as defendants in an action
that was filed by Sidney V. Corder, the former President, Chief Executive
Officer and Director of the Company. The suit claims that the Company violated
the Colorado Wage Claim Act and breached contractual obligations. The suit also
claims that the Company has breached an obligation to indemnify Mr. Corder in
connection with the securities lawsuit described in the preceding paragraph. A
trial date of November 13, 2001 was postponed and a new date has not been set.
It is impossible to evaluate what the impact of this action, or any future,
related actions, may have on the Company. However, it is reasonably possible
that an unfavorable outcome in the present litigation, or in any related future
actions, could have a material adverse impact on the Company's financial
condition or results of operations in one or more future reporting periods. The
Company intends to defend itself vigorously in this action.

Two shareholders of the Company, the Epner Family Limited Partnership and the
Braverman Family Limited Partnership, filed suit in Indiana state court
(Hamilton County Superior Court, State of Indiana, Cause No. 29001-0105 CP 289)
against four former officers of the Company on May 8, 2001. The former officers
are: Sidney Corder, Chief Executive Officer; Scott Benger, Senior Vice President
of Finance; Randy Sage, Chief Operations Officer; and John Dillon, Chief
Administrative Officer. The plaintiffs claimed that the former officers violated
Texas and Indiana securities laws and other provisions of Texas law in
connection with the Company's acquisition of Cartotech, Inc., in June 1998. The
four defendants have sent the Company written demands for


                                       24
<PAGE>

indemnification. The Company has tendered the defense of these claims to its
insurer. On or about May 8, 2002, the Court issued an Order granting motions
filed by Messrs. Corder and Sage to dismiss the Complaint for failure to state a
claim and/or failure to join a necessary party as required by trial rules and
case law. Plaintiffs have thirty days in which to file an amended complaint. The
Company has not been named a party to the suit, but the plaintiffs and another
former Cartotech shareholder, Albert Naumann, III (a former officer of ASI and
is now employed by a competitor to the Company), have threatened to bring claims
against the Company. The Company intends to challenge any such claims.

The Company is also subject to various routine litigation. Management does not
believe that any of these legal proceedings would have a material adverse effect
on the Company's financial condition or results of operations.

ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K.

The following exhibits have been incorporated by reference on Form 8-K dated
March 22, 2002 and filed on March 22, 2002.

EXHIBIT
NUMBER    EXHIBIT
------    -------

4.1       Note and Warrant Purchase Agreement dated as of March 21, 2002 by and
          between Analytical Surveys, Inc., and Tonga Partners, L.P. (the
          "Purchaser") (material exhibits provided below; remaining exhibits
          omitted).

4.2       Form of Senior Secured Convertible Promissory Note of Analytical
          Surveys, Inc.

4.3       Form of Warrant to Purchase Shares of Common Stock of Analytical
          Surveys, Inc.

4.4       Form of Registration Rights Agreement by and between Analytical
          Surveys, Inc. and the Purchaser.

4.5       Form of Security Agreement by and between Analytical Surveys, Inc. and
          the Purchaser.


Forms 8-K filed during the quarter ended March 31, 2002:

Form 8-K dated January 2, 2002 was filed pursuant to Item 5 on January 2, 2002.

Form 8-K dated February 25, 2002 was filed pursuant to Item 5 on February 25,
2002.

Form 8-K dated March 22, 2002 was filed pursuant to Item 1 on March 22, 2002.


                                       25
<PAGE>
                                   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 thereunto duly authorized.

                                           Analytical Surveys, Inc.
                                           (Registrant)


                    Date: May 15, 2002                      /s/ J. Norman Rokosh
                                           -------------------------------------
                                                                J. Norman Rokosh
                                           President and Chief Executive Officer


                    Date: May 15, 2002                  /s/ Michael A. Renninger
                                           -------------------------------------
                                                            Michael A. Renninger
                                                         Chief Financial Officer


                                       26