<PAGE>   1

                                  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
                                DECEMBER 31, 2000
                                       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 February 14, 2001 was
6,977,794.




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                                     PART I


ITEM 1.  FINANCIAL STATEMENTS

                            ANALYTICAL SURVEYS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)


                                                 December 31,     September 30,
                                                    2000              2000
                                                    ----              ----
                                                 (Unaudited)
ASSETS
------
Current assets:
     Cash                                        $        849            2,825
     Accounts receivable, net of allowance
         for doubtful accounts of $401 and $434        13,026           12,840
     Revenue in excess of billings                     17,530           18,018
     Deferred income taxes                              1,968            1,968
     Income tax receivable                              2,541            3,145
     Prepaid expenses and other                           599              517
                                                 ------------     ------------

         Total current assets                          36,513           39,313
                                                 ------------     ------------

Equipment and leasehold improvements, at cost:
     Equipment                                         15,567           15,363
     Furniture and fixtures                             1,720            1,720
     Leasehold improvements                             1,104            1,104
                                                 ------------     ------------
                                                       18,391           18,187
     Less accumulated depreciation
         and amortization                             (12,649)         (11,872)
                                                 ------------     ------------
                                                        5,742            6,315
                                                 ------------     ------------

Deferred income taxes                                     603              432
Goodwill net of accumulated amortization
     of $4,990 and $4,911                               3,783            3,862
Investment securities                                     201              340
                                                 ------------     ------------

         Total assets                            $     46,842           50,262
                                                 ============     ============


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                            ANALYTICAL SURVEYS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                                 December 31,     September 30,
                                                     2000            2000
                                                     ----            ----
                                                 (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Lines-of-credit                             $      6,340            5,890
     Current portion of long-term debt                 16,857           13,555
     Billings in excess of revenue                      1,905            1,850
     Accounts payable and other
         accrued liabilities                            6,407            7,833
     Accrued payroll and related benefits               2,990            3,112
                                                 ------------     ------------

         Total current liabilities                     34,499           32,240

Long-term debt, less current portion                    1,141            5,952
                                                 ------------     ------------

         Total liabilities                             35,640           38,192
                                                 ------------     ------------

Stockholders' equity:
     Common stock; no par value. Authorized
         100,000 shares; 6,978 and 6,974 shares
         issued and outstanding at December 31,
         and September 30, respectively                32,191           32,185
     Accumulated other comprehensive loss                (258)            (119)
     Retained earnings (accumulated deficit)          (20,731)         (19,996)
                                                 ------------     ------------
         Total stockholders' equity                    11,202           12,070
                                                 ------------     ------------

         Total liabilities and
            stockholders' equity                 $     46,842           50,262
                                                 ============     ============

See accompanying notes to consolidated financial statements.



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                            ANALYTICAL SURVEYS, INC.
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                     (In thousands except per share amounts)
                                   (Unaudited)

                                                     Three Months Ended
                                                         December 31,
                                                     2000             1999
                                                     ----             ----

Revenues                                         $     14,741           16,843
                                                 ------------     ------------

Costs and expenses
     Salaries, wages and related benefits               7,688           12,540
     Subcontractor costs                                3,153            2,962
     Other general and administrative                   3,145            3,715
     Depreciation and amortization                        852            1,252
                                                 ------------     ------------
                                                       14,838           20,469
                                                 ------------     ------------
                  Loss from operations                    (97)          (3,626)
                                                 ------------     ------------

Other income (expense)
     Interest expense, net                               (679)            (501)
     Other                                                 41              (25)
                                                 ------------     ------------
                                                         (638)            (526)
                                                 ------------     ------------

                  Loss before income taxes               (735)          (4,152)
Income tax expense (benefit)                               --           (1,475)
                                                 ------------     ------------

                  Net loss                               (735)          (2,677)

Other comprehensive income (loss),
     net of income taxes                                 (139)             947
                                                 ------------     ------------

         Comprehensive loss                      $       (874)          (1,730)
                                                 ============     ============

Loss per common shares:
     Basic                                       $      (0.11)           (0.39)
     Diluted                                     $      (0.11)           (0.39)

Weighted average outstanding common shares:
     Basic                                              6,977            6,949
     Diluted                                            6,982            7,085

See accompanying notes to consolidated financial statements.


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                            ANALYTICAL SURVEYS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
                                                      Three Months Ended
                                                          December 31,
                                                     2000             1999
                                                     ----             ----
Cash flow from operating activities:
     Net loss                                    $       (735)          (2,677)
     Adjustments to reconcile net loss to
       net cash provided by operating
       activities:
         Depreciation and amortization                    852            1,252
         Deferred income tax expense (benefit)           (171)             409
         Tax benefit relating to exercise
              of stock options                             --               17
         Changes in operating assets and
              liabilities:
                  Accounts receivable, net               (186)            (789)
                  Revenue in excess of billings           488            6,699
                  Income taxes                            604           (3,026)
                  Prepaid expenses and other              (82)            (250)
                  Billings in excess of revenue            55               72
                  Accounts payable and other
                    accrued liabilities                (1,426)          (1,434)
                  Accrued payroll and related
                    benefits                             (122)          (1,012)
                                                 ------------     ------------
                      Net cash used by
                        operating activities             (723)            (739)
                                                 ------------     ------------

Cash flows from investing activities:
     Purchase of equipment and leasehold
       improvements                                      (200)            (396)
                                                 ------------     ------------

Cash flows from financing activities:
     Net borrowings under lines-of-credit                 450               --
     Proceeds from issuance of long-term debt              --              307
     Principal payments on long-term debt              (1,509)          (1,821)
     Proceeds from exercise of stock options                6                8
                                                 ------------     ------------

                      Net cash used by
                        financing activities           (1,053)          (1,506)
                                                 ------------     ------------

Net decrease in cash                                   (1,976)          (2,641)

Cash at beginning of period                             2,825            6,659
                                                 ------------     ------------

Cash at end of period                            $        849            4,018
                                                 ============     ============

Supplemental disclosure of cash flow information:
     Cash paid for interest                      $        674              362
                                                 ============     ============
     Cash paid for income taxes, net of refunds  $       (433)           1,192
                                                 ============     ============


See accompanying notes to financial statements.



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                   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, 2000. 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, 2000.

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 December 31, 2000 and the results
of their operations and cash flows for the three months ended December 31, 2000
and 1999.

2.       LITIGATION

The Company has been 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. Plaintiffs seek to represent
themselves and a class of all public investors who purchased or otherwise
acquired common stock of the Company and who suffered damages, and seek an award
of compensatory damages and attorneys' fees and costs.

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. It also claims
that the Company has breached an obligation to indemnify the former President in
connection with pending securities litigation against the Company and certain of
its directors and former officers. No trial date has yet been set.

It is impossible to evaluate the impact that the above actions, 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 these actions.




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3.       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 land
base maps using techniques in both general cartography and specialized
photogrammetric mapping. 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 2000 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.


                                                               NON-
                                         UTILITIES    LAND    SEGMENT   TOTAL
                                         ---------   ------   -------   -----
THREE MONTHS ENDED DECEMBER 31, 2000
      Operations
      Revenues                            $10,253     4,488        --   14,741
      Loss from operations                    (86)      (11)       --      (97)
      Interest expense, net                    --        --      (679)    (679)
      Other                                    --        --        41       41
                                                                       -------

           Net loss                            --        --        --     (735)
                                                                       =======

      Assets at December 31, 2000
      Segment assets                      $29,399    10,611        --   40,010
      Non-segment assets                       --        --     6,832    6,832
                                                                       -------
      Consolidated Assets                      --        --        --   46,842
                                                                       =======

THREE MONTHS ENDED DECEMBER 31, 1999
      Operations
      Revenues                            $12,029     4,814        --   16,843
      Loss from Operations                 (1,514)   (2,112)       --   (3,626)
      Interest expense, net                    --        --      (501)    (501)
      Other                                    --        --       (25)     (25)
      Income tax expense (benefit)             --        --    (1,475)  (1,475)
                                                                       -------

           Net loss                            --        --        --   (2,677)
                                                                       =======

      Assets at September 30, 2000
      Segment assets                      $29,038    11,997        --   41,035
      Non-segment assets                       --        --     9,227    9,227
                                                                       -------
      Consolidated Assets                      --        --        --   50,262
                                                                       =======




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<PAGE>   8



4.       SUBSEQUENT EVENT

On February 2, 2001 the Company announced it had signed a letter of intent to
sell substantially all of the assets of its Colorado Springs, Colorado-based
land mapping office for $9.0 million in cash and the assumption of certain
liabilities. Completion of the transaction, which is contingent on customary
approvals, is anticipated before May 2001.


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

ASI, a provider of data conversion and digital mapping services to users of
customized geographic information systems, was founded in 1981. From 1981 to
1990, the Company experienced steady growth in revenues with periodic
fluctuations in financial results. In 1990, the Company implemented a growth
strategy, including improving and standardizing operating controls and
procedures, investing in infrastructure, upgrading the Company's proprietary
software, and establishing capital sources.



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<PAGE>   9


In 1995, ASI embarked on an acquisition strategy that included consolidation of
the fragmented GIS services industry. The Company completed four strategic
acquisitions that expanded the Company's geographical scope, capacity, customer
base, product offerings, proprietary technology and operational expertise.

In conjunction with these acquisitions, the Company recorded goodwill, which
represents the excess of the purchase price over the fair value of the net
assets acquired in utility business acquisitions. The Company assigned a useful
life of 15 years to the goodwill acquired in these business acquisitions,
representing the expected period of benefit from the acquisitions. As of
December 31, 2000, goodwill, net of accumulated amortization and impairment
charges, was $3.8 million. The Company believes the remaining amortization
period is appropriate based on the forecasted operating results of the Company
and the Utility Division.

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.

Backlog increases when new contracts are signed and decreases as revenue is
recognized. As of December 31, 2000, backlog was $39.9 million as compared with
$53.2 million as of September 30, 2000. Changes in market conditions were
encountered in fiscal 1999 and persist through December 31, 2000 that resulted
in a reduction of timely order flow to the company and reduced the customer
order backlog. Management believes these adverse market conditions were
primarily caused by the consolidation in the utility industry, the Company's
adverse financial results for fiscal year 2000 and increased competition from
companies with offshore operations.




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<PAGE>   10



RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected consolidated
statements of operations data expressed as a percentage of sales:

                                                          Three Months Ended
                                                              December 31
                                                         2000            1999
                                                         ----            ----

PERCENTAGE OF REVENUES:
Revenues                                                100.0%          100.0%
Costs and expenses
     Salaries, wages and related benefits                52.2            74.5
     Subcontractor costs                                 21.4            17.6
     Other general and administrative                    21.3            22.1
     Depreciation and amortization                        5.8             7.4
                                                 ------------     -----------

Loss from operations                                     (0.7)          (21.6)
Other expense, net                                       (4.3)           (3.1)
                                                 ------------     -----------

Loss before income taxes                                 (5.0)          (24.7)
Income tax expense (benefit)                               --            (8.8)
                                                 ------------     -----------

Net loss                                                 (5.0)%         (15.9)%
                                                 ============     ===========


THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

REVENUES. The Company's revenues are recognized as services are performed.
Revenues decreased $2.1 million to $14.7 million for the first three months of
fiscal 2001 from $16.8 million for the first three months of fiscal 2000 as a
result of a reduction in revenue generating capacity and a lower level of new
contract signings during fiscal 2000.

SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
includes employee compensation for production, marketing, selling,
administrative and executive employees. Salaries, wages and related benefits
decreased 38.7% to $7.7 million for the first three months of fiscal 2001 from
$12.5 million for the first three months of fiscal 2000, as a result of
reductions in the Company's workforce. The reductions in the workforce were a
result of reduced anticipated revenue volume and the Company's decision to
subcontract a higher percentage of its production work to offshore
subcontractors. As a percentage of revenues, salaries, wages and related
benefits decreased to 52.2% for the first three months of fiscal 2001 from 74.5%
for the first three months of fiscal 2000.



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<PAGE>   11


SUBCONTRACTOR COSTS. Subcontractor costs includes production costs incurred
through the use of third parties for production tasks, such as data conversion
services to meet contract requirements, aerial photography and ground and
airborne survey services. Subcontractor costs increased 6.4% to $3.2 million for
the first three months of fiscal 2001 from $3.0 million for the first three
months of fiscal 2000, and increased as a percentage of revenues to 21.4% for
the first three months of fiscal 2001 from 17.6% for the first three months of
fiscal 2000. The percentage of subcontractor costs as a percentage of revenues
was higher as a result of the Company's transition to subcontracting a greater
percentage of its production offshore.

OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
includes rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs decreased 15.3% to $3.2 million for the first
three months of fiscal 2001 from $3.7 million for the first three months of
fiscal 2000, as a result of reductions in workforce. As a percentage of
revenues, other general and administrative costs decreased to 21.3% for the
first three months of fiscal 2001 from 22.1% for the first three months of
fiscal 2000.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization consists primarily
of amortization of goodwill incurred in connection with the Company's
acquisitions, less a $16.5 million valuation allowance established in September
2000, as well as depreciation of certain of the Company's operating assets. For
the first three months of fiscal 2001, depreciation and amortization decreased
31.9% to $852,000 from $1.3 million for the first three months of fiscal 2000
due to lower asset amounts after the valuation allowance. As a percentage of
revenues, depreciation and amortization decreased to 5.8% for the first three
months of fiscal 2001 from 7.4% in the first three months of fiscal 2000.

OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest
expense. Net interest expense increased 35.5% to $679,000 for the first three
months of fiscal 2001 from $501,000 for the first three months of fiscal 2000,
as a result of increased borrowings outstanding and higher interest rates.

INCOME TAXES. As a result of the uncertainty that sufficient taxable income can
be recognized to realize additional deferred tax assets, no income tax benefit
is recognized for the first three months of fiscal 2001. In comparison, an
income tax benefit of $1.5 million was recognized for the first three months of
fiscal 2000. The Company's effective income tax rate for the first three months
of fiscal 2001 was 0.0%, in comparison to 35.5% for fiscal 2000.

OTHER COMPREHENSIVE INCOME (LOSS). Other comprehensive income (loss) relates to
the after tax change in value of marketable equity securities owned by the
Company.

LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's principal source of liquidity has consisted of cash
flow from operations supplemented by secured lines-of-credit and other
borrowings. As of December 31, 2000, the Company had $6.3 million in borrowings
outstanding on its working capital lines-of-credit and $14.9 million on its term
debt.

The Company was in violation of certain financial covenants at times during
fiscal 2000. The Company and its senior lenders renegotiated the terms and
conditions of the debt facility through a series of waivers and amendments to
the debt facility. The debt facility contains restrictive




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<PAGE>   12



covenants that require, among other things, the maintenance of certain financial
ratios and include limitations on capital expenditures, asset sales, incremental
debt and dividend payments. The debt facility is secured by substantially all
assets of the Company.

The lines-of-credit provided for borrowings of $7,500,000 at December 31, 2000
and September 30, 2000. The interest rate was prime rate plus 2.00% (11.50%) at
December 31, 2000. The availability of borrowings at December 31, 2000 is based
on eligible accounts receivable, which exceeds $7,500,000 at December 31, 2000.
The line-of-credit agreement expires September 1, 2001.

The term debt requires quarterly installments with interest based on prime rate
plus 2.00% (11.50%) at December 31, 2000. The terms of the debt facility were
further amended on December 28, 2000 when senior lenders extended principal
payments totaling $5,225,000 until March 1, 2001 (or under certain circumstances
to April 1, 2001). The interest rate increased an additional 1.50% per annum
beginning January 1, 2001 on the total line-of-credit and term debt balance and
remains in effect until the principal payment is made. The term debt matures
October 1, 2001.

On February 2, 2001 the Company announced it had signed a letter of intent to
sell substantially all of the assets of its Colorado Springs, Colorado-based
land mapping office for $9.0 million in cash and the assumption of certain
liabilities. The proceeds will be used to reduce corporate debt burden and to
reduce interest costs. Completion of the transaction, which is contingent on
customary approvals, is anticipated before May 2001. Management expects senior
lenders to approve postponement of the principal payment until the transaction
is completed.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. During fiscal 2000 and the first
quarter of fiscal 2001, the Company experienced significant losses with
corresponding reductions in working capital and net worth and a substantial
portion of its bank debt is included in current liabilities as of December 31,
2000 because it is due within one year. The Company's revenues and backlog has
also decreased substantially since 1999. Also, the Company is a defendant in a
shareholder class action that could adversely impact its financial position.
These factors among others raise substantial doubt about the Company's ability
to continue as a going concern.

Since joining the Company in July 2000, the Chief Executive Officer and the
Company's new management team have been developing operational and financial
restructuring plans designed to improve operating efficiencies, eliminate cash
losses and position the Company for profitable operations. Under this new
leadership, the Company implemented plans to reduce non-core spending
activities, reduce overhead, outsource certain components of projects and
renegotiate its bank agreements. The Company is also actively pursuing
additional financing alternatives that include new strategic investors, or
potentially selling substantial company assets. Although management has
developed strategies to meet the revised principal payments, there is no



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<PAGE>   13



certainty that such strategies will be successful in the planned timeframe. The
bank's willingness to further postpone principal payments cannot be assured.

The financial statements do not include any adjustments relating to the
recoverability of assets and the classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. However,
management believes that its restructuring plans can significantly improve
operations and generate sufficient cash to meet its obligations in a timely
manner.

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.

Net cash used by the Company's operating activities was $0.7 million for the
first three months of both fiscal years 2001 and 2000, respectively. At December
31, 2000, the working capital in contract-related accounts was equivalent to 177
days sales outstanding, up from 176 days at September 30, 2000. The Company
believes that this level of investment is reflective of the normal operating
range of days sales outstanding.

Cash used by investing activities for the first three months of fiscal year 2001
was $200,000 and $396,000 in 2000. Such investing activities principally
consisted of payments for purchases of equipment and leasehold improvements.

Cash used by financing activities for the first three months of fiscal year 2001
was $1.1 million as compared to $1.5 million used by financing activities for
the first three months of fiscal 2000. 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 $21.2 million
was outstanding as of December 31, 2000.





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<PAGE>   14


Assuming December 31, 2000 debt levels, an increase or decrease in interest
rates of one percentage point would impact the Company's annual interest expense
by $212,000.

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS.

The Company and certain of its directors and former officers have been named as
defendants in thirteen putative securities class action complaints that were
filed in the United States District Court for the Southern District of Indiana
(the "Court") beginning on February 2, 2000. On May 12, 2000, the Court
consolidated the thirteen actions into one complaint. On July 26, 2000,
plaintiffs filed a Consolidated Amended Class Action Complaint on behalf of
themselves and a putative class consisting of all persons, other than defendants
and their affiliates, who purchased the Company's common stock on the open
market during the period from January 25, 1999, through and including March 7,
2000. The plaintiff's allege that the Company and the individual defendants
violated the federal securities laws, which prohibit fraud in connection with
the purchase or sale of securities, by knowingly or recklessly issuing financial
statements that failed to comply with generally accepted accounting principles.
The plaintiffs seek an award of compensatory damages, including interest
thereon, and attorneys' fees and other costs.

On September 11, 2000, the Company and the named individual defendants filed
motions to dismiss the plaintiffs' Consolidated Amended Class Action. On October
24, 2000, the plaintiffs filed a Memorandum in Opposition to Defendants' Motions
to Dismiss the Consolidated Amended Class Action Complaint. The Court has not
yet ruled on these motions.

While the Company cannot reasonably estimate the damages, if any, that may
result from this action, it is possible that the outcome of this litigation may
have a material adverse impact on the financial condition or results of
operations of the Company in one or more future periods. The Company, however,
intends to defend itself vigorously in this matter.

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. It also claims
that the Company has breached an obligation to indemnify the former President in
connection with pending securities litigation against the Company and certain of
its directors and former officers. No trial date has yet been set. The Company
intends to defend itself vigorously in this matter.


ITEM 5.  OTHER INFORMATION.

On February 2, 2001 the Company announced it had executed a letter of intent to
sell substantially all of the assets of its Colorado Springs, Colorado office to
The Sanborn Map Company, Inc. The press release is set forth as an Exhibit in
Item 6 below.




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<PAGE>   15





ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit 99:  Press Release dated February 2, 2001 announcing the Letter of
             Intent to sell substantially all of the assets of the Colorado
             Springs office.

Forms 8-K:   None

                                   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: February 14, 2001                      /s/ J. Norman Rokosh
                                         -------------------------------------
                                                              J. Norman Rokosh
                                         President and Chief Executive Officer



             Date: February 14, 2001                 /s/  Michael A. Renninger
                                         -------------------------------------
                                                          Michael A. Renninger
                                                       Chief Financial Officer




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