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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, 2003                                           
|  |  |                                                                                         
|  |  | OR                                                                                      
|  |  |                                                                                         
|o |  | 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 registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Colorado
(State or other jurisdiction of
incorporation or organization) |  | 84-0846389
(IRS Employer
Identification Number)

11900 Crownpoint Drive, San Antonio, Texas 78233
(Address of principal executive offices)

(210) 657-1500
(Registrants telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past twelve (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 Noo

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock outstanding as of May 6, 2003, was
823,965.



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TABLE OF CONTENTS



|                                                 |                                                                         |  |  |  |  |  |  | 
|------------------------------------------------ | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I                                          
|                                                 | Item 1. Financial Statements                                           
|                                                 | Item 2. Managements Discussion and Analysis and Results of Operations.
|                                                 | Item 3. Quantitative and Qualitative Disclosures About Market Risk.    
|                                                 | Item 4. Controls and Procedures.                                       
|Part II                                         
|                                                 | Item 1. Legal Proceedings.                                             
|                                                 | Item 6. Exhibits and Reports on Form 8-K.                              
|SIGNATURES                                      
|CERTIFICATIONS                                  
|EXHIBIT INDEX                                   
|EX-99.1 Certification of Chief Executive Officer
|EX-99.2 Certification of Chief Financial Officer



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Part I

Item 1. Financial Statements

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

|                                               |                                                                              |                                          |       |             |        |               |       |        |        | 
|---------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------- | ----- | ----------- | ------ | ------------- | ----- | ------ | ------ | 
|                                               |                                                                              |                                          |       | March 31,   |        | September 30,
|                                               |                                                                              |                                          |       | 2003        |        | 2002         
|                                               |                                                                              |                                          |       | (Unaudited) |        |              
|ASSETS                                         |                                                                              |                                          |       |             |        |               |       |       
|Current assets:                                |                                                                              |                                          |       |             |        |               |       |       
|                                               | Cash                                                                         |                                          | $     | 2,422       |        |               |       | 3,114  |       
|                                               | Accounts receivable, net of allowance for doubtful
accounts of $100 and $479 |                                          |       | 2,263       |        |               |       | 2,444  |       
|                                               | Revenue in excess of billings                                                |                                          |       | 6,792       |        |               |       | 8,915  |       
|                                               | Prepaid expenses and other                                                   |                                          |       | 70          |        |               |       | 184    |       
|                                               |                                                                              |                                          |       |             |        |               |       |       
|                                               |                                                                              | Total current assets                     |       |             | 11,547 |               |       |        | 14,657 | 
|                                               |                                                                              |                                          |       |             |        |               |       |       
|Equipment and leasehold improvements, at cost: |                                                                              |                                          |       |             |        |               |       |       
|                                               | Equipment                                                                    |                                          |       | 5,192       |        |               |       | 6,296  |       
|                                               | Furniture and fixtures                                                       |                                          |       | 484         |        |               |       | 484    |       
|                                               | Leasehold improvements                                                       |                                          |       | 267         |        |               |       | 267    |       
|                                               |                                                                              |                                          |       |             |        |               |       |       
|                                               |                                                                              |                                          | 5,943 |             |        |               | 7,047 |       
|                                               | Less accumulated depreciation and amortization                               |                                          |       | (5,241      | )      |               |       | (6,201 | )     
|                                               |                                                                              |                                          |       |             |        |               |       |       
|                                               |                                                                              | Net equipment and leasehold improvements |       |             | 702    |               |       |        | 846    | 
|                                               |                                                                              |                                          |       |             |        |               |       |       
|                                               |                                                                              | Total assets                             |       | $           | 12,249 |               |       |        | 15,503 | 
|                                               |                                                                              |                                          |       |             |        |               |       |        |       

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

|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |         |        | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ----------- | ------ | ------------- | ----- | ------- | ------ | 
|                                                                                                                                                                                       |                                                                                                                      |                                            |       | March 31,   |        | September 30,
|                                                                                                                                                                                       |                                                                                                                      |                                            |       | 2003        |        | 2002         
|                                                                                                                                                                                       |                                                                                                                      |                                            |       | (Unaudited) |        |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                   |                                                                                                                      |                                            |       |             |        |               |       |        
|Current liabilities:                                                                                                                                                                   |                                                                                                                      |                                            |       |             |        |               |       |        
|                                                                                                                                                                                       | Current portion of long-term debt                                                                                    |                                            | $     | 71          |        |               |       | 270     |       
|                                                                                                                                                                                       | Billings in excess of revenue                                                                                        |                                            |       | 585         |        |               |       | 887     |       
|                                                                                                                                                                                       | Accounts payable and other accrued liabilities                                                                       |                                            |       | 1,248       |        |               |       | 2,214   |       
|                                                                                                                                                                                       | Accrued payroll and related benefits                                                                                 |                                            |       | 1,110       |        |               |       | 1,576   |       
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        
|                                                                                                                                                                                       |                                                                                                                      | Total current liabilities                  |       |             | 3,014  |               |       |         | 4,947  | 
|Long-term debt, less current portion                                                                                                                                                   |                                                                                                                      |                                            | 1,957 |             |        |               | 1,960 |        
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        
|                                                                                                                                                                                       |                                                                                                                      | Total liabilities                          |       |             | 4,971  |               |       |         | 6,907  | 
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        
|Redeemable preferred stock; no par value. Authorized
2,500 shares; 1,600 shares issued and outstanding
at March 31 and September 30 (liquidation value
$1,920 and $1,600 respectively) |                                                                                                                      |                                            | 1,150 |             |        |               | 800   |        
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        
|Stockholders equity:                                                                                                                                                                  |                                                                                                                      |                                            |       |             |        |               |       |        
|                                                                                                                                                                                       | Common stock; no par value. Authorized 10,000
shares; 824 shares issued and outstanding
at March 31 and September 30 |                                            |       | 33,039      |        |               |       | 33,039  |       
|                                                                                                                                                                                       | Accumulated deficit                                                                                                  |                                            |       | (26,911     | )      |               |       | (25,243 | )     
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        
|                                                                                                                                                                                       |                                                                                                                      | Total stockholders equity                 |       |             | 6,128  |               |       |         | 7,796  | 
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        
|                                                                                                                                                                                       |                                                                                                                      | Total liabilities and stockholders equity |       | $           | 12,249 |               |       |         | 15,503 | 
|                                                                                                                                                                                       |                                                                                                                      |                                            |       |             |        |               |       |        

See accompanying notes to consolidated financial statements.

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

|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |       |       |        |       | 
|---------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ---------------------------------------------------- | --------------------------------- | ------------------- | ---- | ------------------ | ------ | ---------------- | --- | ---- | ------ | ----- | ------ | ------ | ------ | ----- | ----- | ------ | ----- | 
|                                                                             |                                                                            |                                                      |                                   |                     |      | Three Months Ended |        | Six Months Ended
|                                                                             |                                                                            |                                                      |                                   |                     |      | March 31,          |        | March 31,       
|                                                                             |                                                                            |                                                      |                                   |                     |      | 2003               |        | 2002             |     | 2003 |        | 2002 
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |      
|Revenues                                                                     |                                                                            | $                                                    | 3,672                             |                     |      |                    | 4,968  |                  |     |      | 7,957  |       |        |        | 10,604 |      
|Costs and expenses                                                           |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             | Salaries, wages and related benefits                                       |                                                      |                                   | 2,402               |      |                    |        | 3,526            |     |      |        | 4,998 |        |        |        | 7,632 |      
|                                                                             | Subcontractor costs                                                        |                                                      |                                   | 453                 |      |                    |        | 806              |     |      |        | 1,074 |        |        |        | 1,886 |      
|                                                                             | Other general and administrative                                           |                                                      |                                   | 1,265               |      |                    |        | 1,313            |     |      |        | 2,522 |        |        |        | 3,298 |      
|                                                                             | Depreciation and amortization                                              |                                                      |                                   | 130                 |      |                    |        | 252              |     |      |        | 275   |        |        |        | 546   |      
|                                                                             | Severance and related costs                                                |                                                      |                                   | 54                  |      |                    |        |                 |     |      |        | 307   |        |        |        |      |      
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             |                                                                            |                                                      | 4,304                             |                     |      |                    | 5,897  |                  |     |      | 9,176  |       |        |        | 13,362 |      
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             |                                                                            |                                                      | Loss from operations              |                     |      | (632               | )      |                  |     | (929 | )      |       |        | (1,219 | )      |       |       | (2,758 | )    
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|Other income (expense)                                                       |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             | Interest expense, net                                                      |                                                      |                                   | (44                 | )    |                    |        | (52              | )   |      |        | (93   | )      |        |        | (226  | )    
|                                                                             | Other                                                                      |                                                      |                                   | 13                  |      |                    |        | (3               | )   |      |        | 52    |        |        |        | 21    |      
|                                                                             | Gain on extinguishment of debt                                             |                                                      |                                   |                    |      |                    |        |                 |     |      |        |      |        |        |        | 9,583 |      
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             |                                                                            |                                                      | (31                               | )                   |      |                    | (55    | )                |     |      | (41    | )     |        |        | 9,378  |      
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             |                                                                            |                                                      | Income (loss) before income taxes |                     |      | (663               | )      |                  |     | (984 | )      |       |        | (1,260 | )      |       |       | 6,620  |      
|Income tax expense (benefit)                                                 |                                                                            |                                                      | 14                                |                     |      |                    | (1,240 | )                |     |      | 14     |       |        |        | (1,240 | )    
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|Earnings (loss) before cumulative effect of a change in
accounting principle |                                                                            |                                                      | (677                              | )                   |      |                    | 256    |                  |     |      | (1,274 | )     |        |        | 7,860  |      
|Cumulative effect of a change in accounting principle                        |                                                                            |                                                      |                                  |                     |      |                    |       |                  |     |      |       |       |        |        | (3,557 | )    
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             |                                                                            |                                                      |                                   | Net earnings (loss) |      |                    | (677   | )                |     |      | 256    |       |        |        | (1,274 | )     |       |        | 4,303 | 
|Accretion of discount and dividends on preferred shares                      |                                                                            |                                                      | (174                              | )                   |      |                    | (100   | )                |     |      | (394   | )     |        |        | (100   | )    
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             |                                                                            | Net earnings (loss) available to common
shareholders |                                   | $                   | (851 | )                  |        |                  | 156 |      |        |       | (1,668 | )      |        |       | 4,203 |       
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|Basic and diluted earnings (loss) per common share:                          |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             | Income (loss) before cumulative effect of a
change in accounting principle |                                                      | $                                 | (1.03               | )    |                    |        | 0.22             |     |      |        | (2.02 | )      |        |        | 11.05 |      
|                                                                             | Cumulative effect of a change in accounting principle                      |                                                      | $                                 |                    |      |                    |        |                 |     |      |        |      |        |        |        | 5.00  |      
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|Net earnings (loss)                                                          |                                                                            | $                                                    | (1.03                             | )                   |      |                    | 0.22   |                  |     |      | (2.02  | )     |        |        | 5.91   |      
|                                                                             |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|Weighted average common shares:                                              |                                                                            |                                                      |                                   |                     |      |                    |        |                  |     |      |        |       |        |        |        |      
|                                                                             | Basic                                                                      |                                                      |                                   | 824                 |      |                    |        | 725              |     |      |        | 824   |        |        |        | 711   |      
|                                                                             | Diluted                                                                    |                                                      |                                   | 824                 |      |                    |        | 725              |     |      |        | 824   |        |        |        | 711   |      

See accompanying notes to consolidated financial statements

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ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

For the Six Months Ended March 31, 2003
(In thousands)
(Unaudited)

|                               |                                                         |  |              |   |             |   |         |   |       |  |         |        |   |  |       |        |  
|------------------------------ | ------------------------------------------------------- |  | ------------ | - | ----------- | - | ------- | - | ----- |  | ------- | ------ | - |  | ----- | ------ | -
|                               |                                                         |  | Common Stock |   | Accumulated |   |         |   |      
|                               |                                                         |  | Shares       |   | Amount      |   | Deficit |   | Total
|                               |                                                         |  |              |   |             |   |         |   |      
|Balances at September 30, 2002 |                                                         |  | 824          |   |             | $ | 33,039  |   |       |  | (25,243 | )      |   |  | 7,796 |       
|                               | Net loss                                                |  |              |  |             |   |         |  |       |  |         | (1,274 | ) |  |       | (1,274 | )
|                               | Accretion of discount and
dividends on preferred shares |  |              |  |             |   |         |  |       |  |         | (394   | ) |  |       | (394   | )
|                               |                                                         |  |              |   |             |   |         |   |       |  |         |        |   |  |       |       
|Balances at March 31, 2003     |                                                         |  | 824          |   |             | $ | 33,039  |   |       |  | (26,911 | )      |   |  | 6,128 |       
|                               |                                                         |  |              |   |             |   |         |   |       |  |         |        |   |  |       |       

See accompanying notes to consolidated financial statements.

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ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |        |        |        |     | 
|------------------------------------------------- | -------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------- | --------------------------------------------------- | --- | ---------------- | ----- | ------ | ------ | ------ | --- | 
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     | Six Months Ended
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     | March 31,       
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     | 2003             |       | 2002  
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|Cash flow from operating activities:              |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|                                                  | Net earnings (loss)                                                                                |                                                     | $                                              | (1,274                                              | )   |                  |       | 4,303  |       
|                                                  | Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities: |                                                     |                                                |                                                     |     |                  |       |        |       
|                                                  |                                                                                                    | Gain on extinguishment of debt                      |                                                |                                                     |    |                  |       |        | (9,583 | )     
|                                                  |                                                                                                    | Cumulative effect of change in accounting principle |                                                |                                                     |    |                  |       |        | 3,557  |       
|                                                  |                                                                                                    | Depreciation                                        |                                                |                                                     | 275 |                  |       |        | 546    |       
|                                                  |                                                                                                    | Changes in operating assets and liabilities:        |                                                |                                                     |     |                  |       |        |        |       
|                                                  |                                                                                                    |                                                     | Accounts receivable, net                       |                                                     |     | 181              |       |        |        | 3,515  |    
|                                                  |                                                                                                    |                                                     | Revenue in excess of billings                  |                                                     |     | 2,122            |       |        |        | (136   | )  
|                                                  |                                                                                                    |                                                     | Income taxes                                   |                                                     |     |                 |       |        |        | (1,102 | )  
|                                                  |                                                                                                    |                                                     | Prepaid expenses and other                     |                                                     |     | 115              |       |        |        | 302    |    
|                                                  |                                                                                                    |                                                     | Billings in excess of revenue                  |                                                     |     | (302             | )     |        |        | (106   | )  
|                                                  |                                                                                                    |                                                     | Accounts payable and other accrued liabilities |                                                     |     | (966             | )     |        |        | (284   | )  
|                                                  |                                                                                                    |                                                     | Accrued payroll and related benefits           |                                                     |     | (466             | )     |        |        | (196   | )  
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|                                                  |                                                                                                    |                                                     |                                                | Net cash provided by (used in) operating
activities |     |                  | (315  | )      |        |        | 816 | 
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|Cash flows used in investing activities:          |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|                                                  | Purchase of equipment and leasehold improvements                                                   |                                                     |                                                | (131                                                | )   |                  |       | (105   | )     
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|Cash flows used in financing activities:          |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|                                                  | Principal payments on long-term debt, net                                                          |                                                     |                                                | (246                                                | )   |                  |       | (1,682 | )     
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|Net decrease in cash                              |                                                                                                    |                                                     | (692                                           | )                                                   |     |                  | (971  | )     
|Cash at beginning of period                       |                                                                                                    | $                                                   | 3,114                                          |                                                     |     |                  | 1,351 |       
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |        |       
|Cash at end of period                             |                                                                                                    | $                                                   | 2,422                                          |                                                     |     |                  | 380   |       
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |        |       
|Supplemental disclosure of cash flow information: |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |       
|Cash paid for interest                            |                                                                                                    | $                                                   | 17                                             |                                                     |     |                  | 195   |       
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |        |       
|Issuance of preferred stock to retire debt        |                                                                                                    | $                                                   |                                               |                                                     |     |                  | 300   |       
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |        |       
|Issuance of common stock in litigation settlement |                                                                                                    | $                                                   |                                               |                                                     |     |                  | 211   |       
|                                                  |                                                                                                    |                                                     |                                                |                                                     |     |                  |       |        |       

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
our annual report for the year ended September 30, 2002. The consolidated
financial statements include the accounts of Analytical Surveys, Inc. (ASI)
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 our Annual Report on Form 10-K for the year ended September 30, 2002.

The consolidated financial statements reflect all adjustments that are, in the
opinion of management, necessary to present fairly the financial position of
ASI, and its subsidiaries at March 31, 2003 and the results of their operations
and cash flows for the three and six months ended March 31, 2003 and 2002.

All shares and per share amounts have been adjusted to reflect the Companys
one-for-ten reverse stock split effected in October 2002.

2. Earnings Per Share

Basic earnings per share is computed by dividing earnings available to common
shareholders by the weighted average number of common shares outstanding for
the period. Diluted earnings per share includes the effects of the potential
dilution of outstanding options, warrants, and convertible debt on the
Companys common stock, determined using the treasury stock method.

Potential dilutive common shares under the warrant agreement and stock option
plans were not included in the calculation of diluted earnings per share as
these shares were antidilutive. In addition, the conversion of 1,128,000
shares under the senior convertible debt agreement is antidilutive for the
period they are outstanding. Basic and diluted weighted average outstanding
common shares are the same at both March 31, 2003 and 2002. Accordingly, basic
and diluted earnings per share are the same.

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3. Comprehensive Income

The following are the components of comprehensive income (loss):

|                                         |  |                    |      |           |  |   |     | 
|---------------------------------------- |  | ------------------ | ---- | --------- |  | - | --- | 
|                                         |  | Three Months Ended
|                                         |  | March 31,          |      | March 31,
|                                         |  | 2003               |      | 2002     
|                                         |  |                    |      |          
|Net earnings (loss)                      |  | $                  | (677 | )         |  | $ | 256 | 
|Unrealized change in investment security |  |                    |     |           |  |   | 200 | 
|                                         |  |                    |      |           |  |   |     | 
|                                         |  | $                  | (677 | )         |  | $ | 456 | 
|                                         |  |                    |      |           |  |   |     | 

The following are the components of comprehensive income (loss):

|                                         |  |                  |        |           |  |   |       | 
|---------------------------------------- |  | ---------------- | ------ | --------- |  | - | ----- | 
|                                         |  | Six Months Ended
|                                         |  | March 31,        |        | March 31,
|                                         |  | 2003             |        | 2002     
|                                         |  |                  |        |          
|Net earnings (loss)                      |  | $                | (1,274 | )         |  | $ | 4,303 | 
|Unrealized change in investment security |  |                  |       |           |  |   | 506   | 
|                                         |  |                  |        |           |  |   |       | 
|                                         |  | $                | (1,274 | )         |  | $ | 4,809 | 
|                                         |  |                  |        |           |  |   |       | 

4. Impact of Recently Issued Accounting Pronouncements

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS 145 rescinds the provisions of SFAS No. 4 that requires companies to
classify certain gains and losses from debt extinguishments as extraordinary
items, eliminates the provisions of SFAS No. 44 regarding transition to the
Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions.
Adoption of SFAS 145 did not have a material impact on the Companys financial
statements other than the reclassification of debt extinguishment in the
periods ended March 31, 2002.

In June 2002, the FASB issued Statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. This Statement addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring). The
provisions of this Statement
are effective for exit or disposal activities initiated after December 31,
2002. The Company does not believe the adoption of this standard will have a
material impact on its financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock Based
Compensation  Transition and Disclosure  an Amendment of SFAS 123. SFAS
No. 148 provides additional transition guidance for those entities that elect
to voluntarily adopt the provisions of SFAS No. 123, Accounting for Stock
Based Compensation. Furthermore, SFAS No. 148 mandates new

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disclosures in
both interim and year-end financial statements of the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December
15, 2002. We adopted SFAS No. 148 on April 1, 2003. We do not expect to
change to using the fair value based method of accounting for stock-based
employee compensation; and therefore, adoption of SFAS No. 148 is expected to
impact only the disclosures, not the financial results of ASI. See Note 8.

5. Goodwill Impairment

We elected early adoption of FASB Statement No. 142, Goodwill and Other
Intangible Assets as of October 1, 2001. As a result of this election, we
determined that impairment had occurred and recorded an impairment loss of $3.6
million which is reflected as a Cumulative Effect of a Change in Accounting
Principle at October 1, 2001.

6. Debt

The Companys debt is summarized as follows (in thousands).

|                                |  |           |       |               |  |   |       |  
|------------------------------- |  | --------- | ----- | ------------- |  | - | ----- | -
|                                |  | March 31, |       | September 30,
|                                |  | 2003      |       | 2002         
|                                |  |           |       |              
|Long-Term Debt                  |  |           |       |               |  |   |       |  
|Note payable                    |  | $         |      |               |  | $ | 175   |  
|Senior secured convertible note |  |           | 1,867 |               |  |   | 1,833 |  
|Capital lease obligation        |  |           |      |               |  |   | 27    |  
|Other                           |  |           | 161   |               |  |   | 195   |  
|                                |  |           |       |               |  |   |       |  
|                                |  |           | 2,028 |               |  |   | 2,230 |  
|Less current portion            |  |           | (71   | )             |  |   | (270  | )
|                                |  |           |       |               |  |   |       |  
|                                |  | $         | 1,957 |               |  | $ | 1,960 |  
|                                |  |           |       |               |  |   |       |  

On December 28, 2001, we completed a Waiver Agreement and Amendment No. 12 to
Credit Agreement and Other Loan and Lease Documents (the Agreement) with our
senior lenders providing our line-of-credit, note payable and capital lease
obligation. Under the Agreement, these senior lenders accepted a cash payment
of $1.25 million and non-convertible redeemable preferred stock with a face
value of $3.2 million 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 (later amended to April 2, 2002).

On April 2, 2002, we completed the sale of a $2.0 million senior secured
convertible note and warrants to purchase common stock. We used the proceeds
to repay $700,000 to 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 $3.0
million note payable outstanding at March 31, 2002.

On March 31, 2003, we paid the $175,000 unsecured promissory note in full
together with interest totaling $10,048. The senior secured convertible note
matures April 2, 2005 and bears interest at an annual rate of five percent.
Interest is not payable until maturity or may be converted to Common Stock as
described below.

The senior secured convertible note has a face value of $2.0 million and is
convertible at any time into common stock of ASI (Common Stock) at a price
equal to the least of (i) $4.00, (ii) 90% of the average closing bid prices of
the Common Stock for the 90 trading days ending the trading date immediately
preceding the closing date, and (iii) 90% of the average closing bid prices for
the three trading days having the lowest closing bid price during the 20
trading days immediately prior to the conversion date, but under any event, the
number of shares issuable upon full

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conversion of the note must constitute at
least 38% of the issued and outstanding shares, on a fully diluted basis, as of
the date of full conversion. Assuming a conversion price of $4.00 per share,
ASI would issue 500,000 shares of Common Stock if the note were fully
converted. At the time of conversion, any unpaid interest is to be paid in
shares of Common Stock. The note is subject to mandatory conversion in three
years and is secured by all of the assets of ASI. For illustration only, if
the note had been converted on May 1, 2003, the conversion price would have
been $1.32 and 1,590,909 shares of Common Stock would have been issued to the
note holder.

The holder of the senior secured convertible note (Holder) also received
warrants to purchase an additional 500,000 shares of Common Stock (subject to
adjustment). One whole warrant entitles the Holder to acquire an additional
share of Common Stock at an exercise price equal to 115% of the conversion
price of the note. Assuming an exercise price of $4.60 per share (115% of
$4.00), the aggregate exercise price for the warrants would be $2.3 million for
the issuance of 500,000 shares of Common Stock, but the shares issuable upon
conversion of the note and exercise of warrants are to be no less than 55% of
the outstanding Common Stock (unless the Holder exercises the warrants in a
cashless exercise where the Holder uses the value of some of the warrants to
pay the exercise price for other warrants).

If, at the time of conversion of the note, the price of the Common Stock has
dropped below $4.00 per share, the number of shares of Common Stock issuable
upon conversion of the note and upon exercise of the warrants would increase.
Similarly, if we issue shares of Common Stock at a price of less than $4.00 per
share, the conversion price and the exercise price decrease to that lower
price, and the number of shares issuable under the note and the warrants would
therefore increase. For illustration only, if the warrant had been exercised
on May 1, 2003, the exercise price would have been adjusted to $1.52 per share
(115% of $1.32) for a total exercise price of $760,000 for all 500,000 shares.

Under the terms of the note and related purchase agreement and pursuant to an
extension granted by the Holder, we are required to register the shares
underlying the note and warrants by August 28, 2003. We are generally
restricted from issuing additional equity securities without the Holders
consent, and the Holder has a right of first refusal as to certain subsequent
financings.

As part of the transaction, the Holder effectively was granted the opportunity
to appoint a majority of our board of directors and, as a result, controls ASI.
In addition, upon exercise of the warrants and conversion of the note, the
Holder will own a majority of the Common Stock, thereby giving the Holder
additional control over ASI.

The carrying value of the senior secured convertible note is $1.87 million at
March 31, 2003 and represents the cash received of $2.0 million less the
estimated fair value of the warrants of $200,000 which was recorded in Common
Stock. The carrying value of the senior secured convertible note is being
accreted to the face amount by charges to interest expense through the maturity
date.

The Agreement resulted in a gain on extinguishment of debt in the quarter ended
December 31, 2001, which is calculated as follows (in thousands):

|                               |                                         |       |       |        |        | 
|------------------------------ | --------------------------------------- | ----- | ----- | ------ | ------ | 
|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 4) |       |       | (300   | )     
|                               | Remaining note payable                  |       |       | (3,000 | )     
|                               |                                         |       |       |       
|Gain on extinguishment of debt |                                         | $     | 9,583 |       
|                               |                                         |       |       |        |       

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7. Redeemable Preferred Stock

Pursuant to the Agreement with senior lenders described in Note 6, on December
28, 2001, we 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.
Until December 28, 2003, we are entitled to redeem the shares at $1.20 per
share ($1.8 million), and the redemption price increases $.20 per year until
the fifth anniversary, or December 28, 2006, at which time the shares must be
redeemed at a price of $2.00 per share. The Agreement calls for a mandatory
payment toward the redemption price of $800,000 on December 28, 2004. The
preferred stock earns a dividend at the annual rate of 5.00% of the then
applicable 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 the preferred stock is $1.15 million at March 31, 2003.
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%. We
selected the discount rate based on discussions with third parties that took
into account market conditions for similar securities, the current economic
climate and our 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.

8. Stockholders Equity and Stock Options

As permitted by SFAS No. 123, we account for our stock-based compensation
utilizing the intrinsic-value method in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation expense related to our
stock option plans is reflected in net income (loss), as all options granted
under those plans had an exercise price equal to the market value of the
underlying Common Stock on the date of grant. Pro forma information regarding
net income (loss) and earnings (loss) per share is required by SFAS No. 148.
This information has been estimated at the date of grant using the fair value
method.

|                                                          |  |                    |       |                  |  |           |       |           |  |   |        |   |  |   |       |  
|--------------------------------------------------------- |  | ------------------ | ----- | ---------------- |  | --------- | ----- | --------- |  | - | ------ | - |  | - | ----- | -
|                                                          |  | Three Months Ended |       | Six Months Ended
|                                                          |  | March 31,          |       | March 31,        |  | March 31, |       | March 31,
|                                                          |  | 2003               |       | 2002             |  | 2003      |       | 2002     
|Net income (loss), as reported                            |  | $                  | (851  | )                |  | $         | 156   |           |  | $ | (1,668 | ) |  | $ | 4,203 |  
|Less: Pro forma option
expense                            |  |                    | (52   | )                |  |           | (187  | )         |  |   | (102   | ) |  |   | (373  | )
|                                                          |  |                    |       |                  |  |           |       |           |  |   |        |   |  |   |       |  
|Pro forma net income (loss)                               |  | $                  | (903  | )                |  | $         | (31   | )         |  | $ | (1,770 | ) |  | $ | 3,830 |  
|                                                          |  |                    |       |                  |  |           |       |           |  |   |        |   |  |   |       |  
|Basic and diluted earnings
(loss) per share, as
reported: |  | $                  | (1.03 | )                |  | $         | 0.22  |           |  | $ | (2.02  | ) |  | $ | 5.91  |  
|Less: Pro forma option
expense                            |  | $                  | (0.07 | )                |  | $         | (0.26 | )         |  | $ | (0.13  | ) |  | $ | (0.52 | )
|                                                          |  |                    |       |                  |  |           |       |           |  |   |        |   |  |   |       |  
|Pro forma basic and diluted
earnings (loss) per share     |  | $                  | (1.10 | )                |  | $         | (0.04 | )         |  | $ | (2.15  | ) |  | $ | 5.39  |  
|                                                          |  |                    |       |                  |  |           |       |           |  |   |        |   |  |   |       |  

9. Segment Information

Management evaluates operations and makes key strategic and resource decisions
based on operating results of our individual production centers. In previous
years, we made these decisions based on our two different operating

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segments:
the Utilities Division which uses its
industry expertise and proprietary GIS systems for data conversion for
electric, gas and water management utility customers; and the Land Division
which creates land base maps using techniques in both general cartography and
specialized photogrammetric mapping. We have completed a majority of our
contracts in the land division and our primary focus is now on our utilities
division operations. 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 receivables and
revenue earned in excess of billings. We have presented segment data for the
three months and six months ended March 31, 2002 for comparative purposes.

We have not allocated interest expense and other non-segment specific expenses
to individual segments to determine our performance measure. Non-segment
assets to reconcile to total assets consist of corporate assets including cash,
prepaid expenses and deferred taxes (in thousands).

|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|--------------------------------- |  | --------- | ------ | --------- |  | --------- | ----- | --------- |  | ---- | --- | ------- |  | ----- | ----- | - |  |  | - |  |  |  | ----- | - |  |  | ------ | -
|                                  |  | Utilities |        | Utilities |  | Utilities |       | Total     |  |      |     |         |  | Non-  |       |   |  | 
|                                  |  | Location  |        | Location  |  | Location  |       | Utilities |  | Land |     | Segment |  | Total
|                                  |  | A         |        | B         |  | C         |       |           |  |      |     |         |  |      
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  | 
|Three months ended
March 31, 2003 |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Operations                        |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Revenues                          |  | $         | 2,120  |           |  |           | 1,439 |           |  |      | 113 |         |  |       | 3,672 |   |  |  |  |  |  |  |      |   |  |  | 3,672  |  
|Loss from operations              |  |           | (691   | )         |  |           | 113   |           |  |      | (1  | )       |  |       | (579  | ) |  |  |  |  |  |  | (53   | ) |  |  | (632   | )
|Interest expense, net             |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | (44   | ) |  |  | (44    | )
|Other                             |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | (13   | ) |  |  | (13    | )
|Income tax expense                |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | (14   | ) |  |  | (14    | )
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Net loss                          |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  | (677   | )
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Six months ended
March 31, 2003   |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Operations                        |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Revenues                          |  |           | 4,487  |           |  |           | 3,253 |           |  |      | 217 |         |  |       | 7,957 |   |  |  |  |  |  |  |      |   |  |  | 7,957  |  
|Loss from operations              |  |           | (1,209 | )         |  |           | 310   |           |  |      | (14 | )       |  |       | (913  | ) |  |  |  |  |  |  | (306  | ) |  |  | (1,219 | )
|Interest expense, net             |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | (93   | ) |  |  | (93    | )
|Other                             |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | 52    |   |  |  | 52     |  
|Income tax expense                |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | (14   | ) |  |  | (14    | )
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Net loss                          |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  | (1,274 | )
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Assets at
March 31, 2003          |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Segment assets                    |  | $         | 8,123  |           |  |           | 1,628 |           |  |      | 125 |         |  |       | 9,876 |   |  |  |  |  |  |  |      |   |  |  | 9,876  |  
|Non-segment assets                |  |           |       |           |  |           |      |           |  |      |    |         |  |       |      |   |  |  |  |  |  |  | 2,373 |   |  |  | 2,373  |  
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  
|Consolidated assets               |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  | 12,249 |  
|                                  |  |           |        |           |  |           |       |           |  |      |     |         |  |       |       |   |  |  |   |  |  |  |       |   |  |  |        |  

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|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|----------------------------------------------------- |  | --------- | ----- | --------- |  | --------- | ----- | --------- |  | ---- | ---- | ------- |  | ----- | ------ | - |  |  | ------ | - |  |  | ------ | - |  |  | ------ | -
|                                                      |  | Utilities |       | Utilities |  | Utilities |       | Total     |  |      |      |         |  | Non-  |        |   |  | 
|                                                      |  | Location  |       | Location  |  | Location  |       | Utilities |  | Land |      | Segment |  | Total
|                                                      |  | A         |       | B         |  | C         |       |           |  |      |      |         |  |      
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  | 
|Three months ended
March 31, 2002                     |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Operations                                            |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Revenues                                              |  | $         | 2,424 |           |  |           | 1,894 |           |  |      | 426  |         |  |       | 4,744  |   |  |  | 224    |   |  |  |       |   |  |  | 4,968  |  
|Loss from operations                                  |  |           | (353  | )         |  |           | 34    |           |  |      | 57   |         |  |       | (262   | ) |  |  | (667   | ) |  |  |       |   |  |  | (929   | )
|Interest expense, net                                 |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | (52    | ) |  |  | (52    | )
|Other                                                 |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | (3     | ) |  |  | (3     | )
|Income tax benefit                                    |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | 1,240  |   |  |  | 1,240  |  
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Net earnings                                          |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  | 256    |  
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Six months ended
March 31, 2002                       |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Operations                                            |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Revenues                                              |  |           | 5,031 |           |  |           | 4,002 |           |  |      | 976  |         |  |       | 10,009 |   |  |  | 595    |   |  |  |       |   |  |  | 10,604 |  
|Loss from operations                                  |  |           | (853  | )         |  |           | 51    |           |  |      | (573 | )       |  |       | (1,375 | ) |  |  | (1,383 | ) |  |  |       |   |  |  | (2,758 | )
|Interest expense, net                                 |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | (226   | ) |  |  | (226   | )
|Other                                                 |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | 9,604  |   |  |  | 9,604  |  
|Income tax benefit                                    |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | 1,240  |   |  |  | 1,240  |  
|Cumulative effect of
a change in
accounting
principle |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | (3,557 | ) |  |  | (3,557 | )
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Net earnings                                          |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  | 4,303  |  
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Assets at
September 30, 2002                          |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Segment assets                                        |  | $         | 9,185 |           |  |           | 2,858 |           |  |      | 118  |         |  |       | 12,161 |   |  |  |       |   |  |  |       |   |  |  | 12,161 |  
|Non-segment assets                                    |  |           |      |           |  |           |      |           |  |      |     |         |  |       |       |   |  |  |       |   |  |  | 3,342  |   |  |  | 3,342  |  
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Consolidated assets                                   |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  | 15,503 |  
|                                                      |  |           |       |           |  |           |       |           |  |      |      |         |  |       |        |   |  |  |        |   |  |  |        |   |  |  |        |  

10. Litigation and Other Contingencies

We have been named with certain former directors, as defendants in an action
that was filed on September 20, 2000, by Sidney V. Corder, the former
President, Chief Executive Officer and Director of the Company. On July 23,
2002, we entered into a Settlement Agreement and Mutual General Release to
settle the lawsuit. The settlement provided for, among other things, the
payment of approximately $200,000 to Mr. Corder by ASI and its insurance
carrier, the mutual release of present or future actions, suits or claims, and
a waiver by Mr. Corder of any claims for indemnification for any present or
future actions, suits or claims arising out of his employment. Pursuant to the
settlement, the litigation has been dismissed.

Two shareholders of ASI, the Epner Family Limited Partnership and the Braverman
Family
Limited Partnership, (Claimants), filed suit in Indiana state court (Hamilton
County Superior Court, State of Indiana) 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 ASIs
acquisition of Cartotech, Inc., in June 1998. The four defendants have sent to
ASI written demands for indemnification. We have no further obligation to
indemnify Mr. Corder as specified in the Settlement Agreement described above.
We have notified our insurance carrier of these claims and have requested
coverage. In response, the insurance carrier has reserved its rights to deny
or limit

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coverage. Recently the court denied defendants motions to dismiss.
Most of the defendants are seeking a stay of this litigation pending an outcome
in the arbitration between ASI and the plaintiffs described in the following
paragraph.

On June 26, 2002, the Claimants initiated arbitration proceedings against ASI.
As set forth in the preceding paragraph, the Claimants are the plaintiffs in
related Indiana state court litigation against former officers of ASI. In the
Statement of Claim they filed with the American Arbitration Association,
Claimants allege that certain representations and warranties made by ASI in the
Cartotech merger agreement were false because our financial condition allegedly
was worse than depicted in our financial statements for 1997 and the unaudited
reports for the first two quarters of fiscal 1998. They allege that the
restatement of our financial statements for fiscal year 1999 should have
included the financial statements referenced in the merger agreement. The
Claimants allege that we violated the Texas Securities Act and the Indiana
Securities Act and that we breached warranties in the merger agreement. The
Claimants seek recission or damages in the principal amount of
approximately $5,546,533, which they allege to be the net loss in value of our
Common Stock which they received in the merger, and attorneys fees. We have
filed a response to the Claimants Statement of Claim denying their material
allegations. We intend to vigorously assert defenses. The arbitration hearing
is presently scheduled to occur in September 2003.

Robert Montgomery, a former officer of ASI, filed suit in Hamilton County
Superior Court, State of Indiana, on July 19, 2002, seeking recovery of unpaid
commissions pursuant to the Indiana Wage Payment statute. Mr. Montgomery
seeks recovery of $67,611 in unpaid commissions, treble damages, costs,
interest and attorneys fees. We have responded to the lawsuit and deny all
claims in the action. The parties have not yet begun discovery. We intend to
vigorously defend this lawsuit.

On January 23, 2002, we announced that the Securities and Exchange Commission
has commenced a formal investigation of ASI, certain of our former officers,
directors and others in connection with our accounting policies, procedures,
disclosures and system of internal controls relating to the period from October
1998 through March 2000. On March 7, 2000, we restated earnings for the fiscal
year ended September 30, 1999. We are currently in settlement discussions with
the SEC, which involve the entry of a consent order that would not impose a
fine, make a finding of fraud against the company, or seek any injunction.

We are also subject to various other routine litigation incidental to our
business. Management does not believe that any of these routine legal
proceedings would have a material adverse effect on our financial condition or
results of operations.

11. Concentration of Credit Risk

At March 31, 2003, we had multiple contracts with two customers that
represented 68% (53%, and 15%, respectively) of the total balance of net
accounts receivable and revenue in excess of billings. Revenues from these
customers for the fiscal quarter ended March 31, 2003 were 37% (15% and 22%,
respectively) of total revenue. Additionally, for the quarter ended March 31,
2003, two other customers comprised another 39% of total revenues. Revenues
from these customers for the six months ended March 31, 2003 were 34% (16% and
18%, respectively) of total revenue, and two other customers comprised another
32% of total revenues in the same six month period. At September 30, 2002,
three customers represented 72% (43%, 17% 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. We anticipate that sufficient billing milestones will be
achieved during fiscal 2003 such that revenue in excess of billings for these
customer contracts will begin to decline.

12. Liquidity

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 the fiscal years of 2000
through 2002, we experienced significant operating losses with corresponding
reductions in working capital and net worth, excluding the impact of debt
forgiveness, and we do not currently have a line of credit in place to support
operating cash flow requirements. Our revenues and backlog have also decreased
substantially during the

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same period. Our senior secured convertible note also
has certain immediate call provisions that are outside of our control, which if
triggered and exercised, would make it difficult for us to meet accelerated
debt payments. These factors, among others, raise substantial doubt about the
Companys ability to continue as a going concern.

To address the going concern issue, management has implemented financial and
operational restructuring plans designed to improve operating efficiencies,
reduce and eliminate cash losses and position ASI for profitable operations.
In 2002, we improved our working capital position by reducing our bank debt
through the issuance of preferred stock and convertible debt and with the
collection of a $1.2 million federal income tax refund. The consolidation of
our production operations to two solution centers has resulted in lower general
and administrative costs and improved operating efficiencies. Additionally,
the relocation of our corporate headquarters has resulted in additional savings
realized with a smaller corporate staff and efficiencies in occupancy and
travel related expenses. Our sales and marketing team is pursuing market
opportunities in both our traditional digital mapping and newly launched data
management initiatives. We continue to focus on cost control as we develop the
data management initiative.

The financial statements do not include any adjustments relating to the
recoverability of assets and the classifications of liabilities that might be
necessary should we be unable to continue as a going concern. However,
management believes that its continued turnaround efforts, if successful, will
improve operations and generate sufficient cash to meet its obligations in a
timely manner.

13. Nasdaq Delisting

On December 27, 2002, we were notified by Nasdaq that our Common Stock had not
maintained a minimum market value of publicly held shares of $1,000,000 as
required for continued inclusion on the Nasdaq SmallCap Market by Marketplace
Rule 4310(c)(7). On February 3, 2003, Nasdaq notified us that our stock price
had fallen below Nasdaqs minimum bid price of $1.00. As of April 9, 2003, the
market value of our publicly held shares and the closing bid price of our
common stock met or exceeded the minimum requirements of $1,000,000 and $1.00
respectively for at least ten consecutive days. We regained compliance with
Nasdaq Small Cap Marketplace rules, and both matters were closed.




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, 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 (CAUTIONARY STATEMENTS) 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, WHICH ARE INCORPORATED BY
REFERENCE HEREIN AND
IN THIS REPORT. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS
ATTRIBUTABLE TO US, OR PERSONS ACTING ON OUR BEHALF, ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.

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Overview

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

We recognize 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 our 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. We recognize losses on contracts in the period such
loss is determined. Sales and marketing expenses associated with obtaining
contracts are expensed as incurred.

We experience annual 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. We utilize InfoTech Enterprises
Ltd., an India-based company, for a significant percentage of our production
services.

Backlog increases when new contracts are signed and decreases as revenues are
recognized. Changes in macroeconomic and industry market conditions first
encountered in fiscal 2000 and have continued through fiscal 2003, and have
resulted in a reduction of timely order flow. As of March 31, 2003, our
backlog was $14.1 million as compared with $19.5 million at September 30, 2002.
We believe these adverse market conditions were and continue to be primarily
caused by the recessionary economic climate, consolidation in the utility
industry, our adverse financial results for fiscal years 2002 and 2003 and
increased competition from companies with offshore operations.

We have been awarded several projects that are greater than $2 million or
longer than two years in duration, which can increase our risk due to
inflation, as well as changes in customer expectations and funding
availability. Our contracts are generally terminable on short notice, and while
in our experience such termination is rare, there is no assurance that we will
receive all of the revenue anticipated under signed contracts.

We engage in research and development activities. The majority of these
activities occur as we develop software or design a product for a particular
contract. These efforts are typically
included as an integral part of our 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 are not included in research and development expenses but are
expensed as incurred as part of contract costs. We retain ownership of such
proprietary software or products.

We continued to streamline our operations throughout fiscal year 2002. We
reduced our four main production centers to two centers. In the quarter
ending March 31, 2002, we completed the consolidation of our Cary, North
Carolina, facility into our Texas and Wisconsin solution centers. In the
quarter ending September 30, 2002, we completed the consolidation and
relocation of our Indiana staff to smaller, lower cost facilities. Finally,
on January 2, 2003, we relocated our headquarters to our facility in San
Antonio, Texas. We currently employ approximately 150 full-time employees.

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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 |      | Six months
|                                                                           |                                      |  | ended        |      | ended     
|                                                                           |                                      |  | March 31     |      | March 31  
|                                                                           |                                      |  | 2003         |      | 2002       |  | 2003  |      | 2002
|                                                                           |                                      |  |              |      |            |  |       |      |     
|PERCENTAGE OF REVENUES:                                                    |                                      |  | 100.0        | %    |            |  | 100.0 | %    |      |  | 100.0 | %    |  |  | 100.0 | %   
|Revenues                                                                   |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Costs and expenses                                                         |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|                                                                           | Salaries, wages and related benefits |  |              | 65.4 |            |  |       | 71.0 |      |  |       | 62.8 |  |  |       | 72.0 | 
|                                                                           | Subcontractor costs                  |  |              | 12.3 |            |  |       | 16.2 |      |  |       | 13.5 |  |  |       | 17.8 | 
|                                                                           | Other general and administrative     |  |              | 34.5 |            |  |       | 26.4 |      |  |       | 31.7 |  |  |       | 31.1 | 
|                                                                           | Depreciation and amortization        |  |              | 3.5  |            |  |       | 5.1  |      |  |       | 3.5  |  |  |       | 5.1  | 
|                                                                           | Severance and related costs          |  |              | 1.5  |            |  |       |     |      |  |       | 3.9  |  |  |       |     | 
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Loss from operations                                                       |                                      |  | (17.2        | )    |            |  | (18.7 | )    |      |  | (15.3 | )    |  |  | (26.0 | )   
|Other income (expense), net                                                |                                      |  | 0.8          |      |            |  | (1.1  | )    |      |  | (0.5  | )    |  |  | (1.9  | )   
|Gain on extinguishment of debt                                             |                                      |  |             |      |            |  |      |      |      |  |      |      |  |  | 90.3  |     
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Income (loss) before income taxes                                          |                                      |  | (18.0        | )    |            |  | (19.8 | )    |      |  | (15.8 | )    |  |  | 62.4  |     
|Income tax expense (benefit)                                               |                                      |  | 0.4          |      |            |  | (24.9 | )    |      |  | 0.2   |      |  |  | (11.7 | )   
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Income (loss) before cumulative effect of
a change in accounting principle |                                      |  | (18.4        | )    |            |  | 5.1   |      |      |  | (16.0 | )    |  |  | 74.1  |     
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Cumulative effect of a change in
accounting principle                      |                                      |  |             |      |            |  |      |      |      |  |      |      |  |  | (33.5 | )   
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Net earnings (loss)                                                        |                                      |  | (18.4        | )    |            |  | 5.1   |      |      |  | (16.0 | )    |  |  | (40.6 | )   
|Accretion of discount and dividends on
preferred shares                    |                                      |  | 4.7          |      |            |  | (2.0  | )    |      |  | 5.0   |      |  |  | (1.0  | )   
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     
|Net earnings (loss) available to common
shareholders                       |                                      |  | (23.2        | %)   |            |  | 3.1   | %    |      |  | (21.0 | %)   |  |  | 39.6  | %   
|                                                                           |                                      |  |              |      |            |  |       |      |      |  |       |      |  |  |       |     

Three And Six Months Ended March 31, 2003 And 2002

Revenues. We recognize revenues as services are performed. Revenues decreased
$1.3 million to $3.7 million for the three months ended March 31, 2003, from $5
million for the same three month period in fiscal 2002. Revenues decreased
$2.6 million to $8 million for the first six months of fiscal 2003 from $10.6
million for the first six months of fiscal 2002. The decrease in revenues for
both periods is a result of a lower level of new contract signings during
fiscal 2003. We believe this decrease in contract signings is attributable to
lower demand for and reduced spending levels in information technology products
and services both in general and specific to the GIS industry.

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Salaries, Wages And Related Benefits. Salaries, wages and related benefits
include employee compensation for production, marketing, selling,
administrative and executive employees. Salaries, wages and related benefits
decreased 31.9% and 35% to $2.4 and $5.0 million for the second quarter and
first six months of fiscal 2003, respectively, from $3.5 and $7.6 million for
the respective periods in fiscal 2002. The decrease was a result of reductions
in our workforce related to reduced anticipated revenue volume and our decision
to subcontract a portion of our production work to offshore subcontractors. As
a percentage of revenues, salaries, wages and related benefits decreased to
65.4% and 62.8% for the second quarter and the first six months of fiscal 2003,
respectively, from 71% and 72% for the comparable periods in fiscal 2002. We
anticipate we will be able to realize additional efficiencies in labor costs
with the relocation of our corporate headquarters to San Antonio.

Subcontractor Costs. Subcontractor costs include 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 decreased 43.8% and 43% to
$453,000 and $1,074,000 for the second quarter and first six months of fiscal
2003, respectively, from $806,000 and $1,886,000 for the respective periods in
fiscal 2002. This decrease was due to a decline in the number and size of
customer contracts and the completion of backlog that utilized subcontractor
labor. Subcontractor costs decreased as a percentage of revenues to 12.3% and
13.5% for the second quarter and the first six months of fiscal 2003,
respectively, from 16.2% and 17.8% for the respective periods in fiscal 2002.

Other General And Administrative Costs. Other general and administrative costs
include rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs decreased to $1,265,000 for the second
quarter of fiscal 2003 from $1,313,000 for the comparable period in fiscal
2002. These costs decreased 20% to $2,522,000 for the first six months of
fiscal 2003, from $3,298,000 for the respective period in fiscal 2002, as a
result of reductions in workforce and general cost cutting measures. As a
percentage of revenues, other general and administrative costs increased to
34.5% and 31.7% for the second quarter and the first six months of fiscal 2003,
respectively, from 26.4% and 31.1% for the respective periods in fiscal 2002.
We anticipate we will be able to achieve additional reductions in general and
administrative costs as a result of the relocation of our corporate
headquarters to San Antonio.

Depreciation.Depreciation decreased $122,000 and $271,000 to $130,000 and
$275,000 for the second quarter and first six months of fiscal 2003,
respectively, as compared to $252,000 and $546,000 in the respective periods in
fiscal 2002 due to older equipment becoming fully depreciated. As a percentage
of revenues, depreciation decreased to 3.5% for the second quarter and the
first six months of fiscal 2003, respectively, from 5.1% in the respective
periods in fiscal 2002.

Severance And Related Costs.We incurred severance expense of $54,000 and
$307,000 in the three and six month periods ended March 31, 2003, respectively.
We paid $253,000 of these costs in cash in January 2003. The remaining
$54,000 will be paid over a six month period which began in March 2003. There
was no comparable charge in the comparable periods in fiscal 2002.

Other Expense, Net. Other expense, net, is comprised primarily of net interest
expense. Other expenses decreased 43.2% and 80% to $31,000 and $41,000 for the
second quarter and the first six months of fiscal 2003, respectively, from
$55,000 and other income of $205,000 for the comparable periods in fiscal 2002.
The decrease is a result of decreased borrowings outstanding and lower
interest rates.

Income Taxes. Federal income tax expense for fiscal year 2003 is projected to
be zero. Accordingly, an effective federal income tax rate of 0% plus actual
state income tax expense was recorded for the three and six months ended March
31, 2003. As a result of the uncertainty that sufficient future taxable income
can be recognized to realize additional deferred tax assets, no income tax
benefit has been recognized for the three and six months ended March 31, 2003.
We recorded an income tax benefit of $1,240,000 in the fiscal quarter ending
March 31, 2002, as a result of a change in federal tax regulations. The
regulation increased the carryback period for net operating losses from two to
five years, enabling us to claim a refund of taxes paid in prior years.

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Gain On Extinguishment Of Debt. The gain of $9.6 million in the first three
months of fiscal 2002 represents the debt forgiveness related to a $1.25
million cash payment and the issuance of a non-convertible preferred stock with
a fair value of $300,000 to fully retire debt of $11.1 million under our debt
agreement in place as of December 28, 2001.

Cumulative Effect Of A Change In Accounting Principle.We elected early
adoption of FASB Statement No. 142, Accounting for Goodwill and Other
Intangible Assets, as of October 1, 2001. We determined that goodwill had
been significantly impaired under the provisions of FASB 142 and we
consequently recognized a loss of $3.6 million as the cumulative effect of this
change in accounting principle during the first three months of fiscal 2002.

Net Loss.Net loss of $677,000 in the first three months of fiscal 2003 is a
decrease of $933,000 compared to the $256,000 net earnings from the same period
of fiscal 2002. Net loss of $1.3 million in the first six months of fiscal
2003 is a decrease of $5.6 million compared to the $4.3
million net earnings from the same period in fiscal 2002. As discussed above,
non-operational items including the $9.6 million gain in the first six months
of fiscal 2002, accounted for a substantial portion of the variance.

Liquidity And Capital Resources

Historically, the principal source of our liquidity has consisted of cash flow
from operations supplemented by secured lines-of-credit and other borrowings.
Although we did not have a working capital line-of-credit as of March 31, 2003,
other borrowings consisted of a $1.9 million senior secured convertible note.

Pursuant to a Waiver Agreement and Amendment No. 12 to Credit Agreement and
Other Loan and Lease Document (the Agreement), on December 28, 2001, we
issued 1.6 million shares of no par value Series A Preferred Stock, at an
original issue price of $2.00 per share. We are 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. 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 redemption value of shares outstanding at the time
of such liquidation.

On April 2, 2002 we completed the sale of a $2.0 million senior secured
convertible note and warrants to purchase common stock. We used the proceeds
to repay $700,000 to senior lenders, pay transaction expense 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 $3.0
million note payable outstanding on March 31, 2002.

On March 31, 2003, we paid in full the unsecured promissory note in the amount
of $175,000, together with interest of $10,048. The senior secured note
matures on April 2, 2005, and bears interest at an annual rate of five percent.
Interest is not payable until maturity or may be converted to Common Stock as
described below.

The senior secured convertible note is convertible at any time into common
stock of ASI (Common Stock) at a price equal to the least of (i) $4.00, (ii)
90% of the average closing bid prices of the Common Stock for the 90 trading
days ending the trading date immediately preceding the closing date, and (iii)
90% of the average closing bid prices for the 3 trading days having the lowest
closing bid price during the 20 trading days immediately prior to the
conversion date, but under any event, the number of shares issuable upon full
conversion of the note must constitute at least 38% of the issued and
outstanding shares, on a fully diluted basis, as of the date of full
conversion. Assuming a conversion price of $4.00 per share, ASI would issue
500,000 shares of Common Stock if the note were fully converted. At the time
of conversion, any unpaid interest is to be paid in shares of Common Stock.
The note is subject to mandatory conversion in three years and is secured by
all of the assets of ASI. For illustration only, if the
note had been converted on May 1, 2003, the conversion price would have been
$1.32 and 1,590,909 shares of common stock would have been issued to the note
holder.

The holder of the senior secured convertible note (Holder) also received
warrants to purchase an additional 500,000 shares of Common Stock (subject to
adjustment). One whole warrant entitles the Holder to acquire an additional

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share of Common Stock at an exercise price equal to 115% of the conversion
price of the note. Assuming an exercise price of $4.60 per share (115% of
$4.00), the aggregate exercise price for the warrants would be $2.3 million for
the issuance of 500,000 shares of Common Stock, but the shares issuable upon
conversion of the note and exercise of warrants are to be no less than 55% of
the outstanding Common Stock (unless the Holder exercises the warrants in a
cashless exercise where the Holder uses the value of some of the warrants to
pay the exercise price for other warrants).

If at the time of conversion of the note, the price of the Common Stock has
dropped below $4.00 per share, the number of shares of Common Stock issuable
upon conversion of the note and upon exercise of the warrants would increase.
Similarly, if ASI issues shares of Common Stock at a price of less than $4.00
per share, the conversion price and the exercise price decrease to that lower
price, and the number of shares issuable under the note and the warrants would
therefore increase. For illustration only, if the warrant had been exercised on
May 1, 2003, the exercise price would have been adjusted to $1.52 per share
(115% of $1.32) for a total redemption price of $760,000 for all 500,000
shares.

Under the terms of the note and related purchase agreement, and pursuant to an
extension granted by the Holder we are required to register the shares
underlying the note and warrants by August 28, 2003. We are generally
restricted from issuing additional equity securities without the Holders
consent, and the Holder has a right of first refusal as to certain subsequent
financings.

As part of the transaction, the Holder effectively was granted the opportunity
to appoint a majority of our board of directors and, as a result, controls ASI.
In addition, upon exercise of the warrants and conversion of the note, the
Holder will own a majority of the Common Stock, thereby giving the Holder
additional control over ASI.

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. Since fiscal 2000, we have
experienced significant operating losses with corresponding reductions in
working capital. Our revenues and backlog decreased significantly during that
time. These factors, among others, have resulted in our independent auditors
issuing an audit opinion in the September 30, 2002, financial statements which
emphasized substantial doubt about our ability to continue as a going concern.

To address the going concern issue, we implemented financial and operational
restructuring plans designed to improve operating efficiencies, reduce and
eliminate cash losses and position the Company for profitable operations. In
2002, we improved our working capital position by reducing our bank debt
through the issuance of preferred stock and convertible debt and the
collection of a $1.2 million federal income tax refund. The consolidation of
our production operations to two solution centers has resulted in lower general
and administrative costs and improved operating efficiencies. Additionally,
the relocation of our corporate headquarters has resulted in additional savings
realized with a smaller corporate staff and efficiencies in occupancy and
travel related expenses. Our sales and marketing team is pursuing market
opportunities in both our traditional digital mapping and newly launched data
management initiatives. We continue to focus on cost control as we develop the
data management initiative.

The financial statements do not include any adjustments relating to the
recoverability of assets and the classifications of liabilities that might be
necessary should we be unable to continue as a going concern. However, we
believe that our turnaround efforts, if successful, will improve operations and
generate sufficient cash to meet our obligations in a timely manner.

Our 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 we perform under a contract even though a billing event has not been
triggered. Billings in excess of revenues occur when we receive an advance or
deposit against work yet to be performed. These accounts, which represent a
significant investment by us in our business, affect our cash flow as projects
are signed, performed, billed and collected. At March 31, 2003, we

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had multiple
contracts with two customers that represented 68% (53%, and 15%, respectively)
of the total balance of net accounts receivable and revenue in excess of
billings. At September 30, 2002, three customers represented 72% (43%, 17% 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. We anticipate that
sufficient billing milestones will be achieved during fiscal 2003 such that
revenue in excess of billings for these customer contracts will begin to
decline.

Net cash used by our operating activities was $315,000 for the first six months
of fiscal 2003, compared to net cash of $816,000 provided in the same period in
fiscal 2002. We collected a significant amount of cash related to accounts
receivable in the fiscal 2002 quarter.

Cash used by investing activities for the first six months of fiscal year 2003
was $131,000 compared to $105,000 in the same period in fiscal 2002. 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 2003
was $246,000 as compared to $1.7 million used by financing activities for the
first six months of fiscal 2002. 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.

Critical Accounting Policies

Revenue Recognition.We recognize 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. The estimation process requires significant subjective judgments on
the costs over the life of the contract, which are inherently uncertain. The
duration of the contracts and the technical challenges included in certain
contracts affect our ability to estimate costs precisely. 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 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 many factors which influence either the
estimate of future productivity or the production cost per hour used to
determine future costs. We recognize losses on contracts in the period such
loss is determined. Sales and marketing expenses associated with obtaining
contracts are expensed as incurred. If we underestimate the total cost to
complete a project we would recognize a disproportionately high amount of
revenue in the earlier stages of the contract, which would result in
disproportionately high profit margins in the same period. This could also
result in the recognition of losses in the final stages of the contract.
Conversely, if we overestimate the cost to complete a project, a
disproportionately low amount of revenue would be recognized in the early
stages of a contract.

Valuation Of Accounts Receivable.We maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to
make required payments. We routinely assess the financial condition of our
customers and the markets in which these customers participate. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances might be
required. This could negatively affect our operating results.

Litigation.We are subject to various claims, lawsuits and administrative
proceedings. Liabilities and costs associated with these matters require
estimates and judgment based on professional knowledge and experience of
management and our legal counsel. When the estimates of our exposure for
claims or pending or threatened litigation matters meet the criteria of SFAS 5,
amounts are recorded as charges to net earnings. The ultimate resolution of
exposure to ASI may change as further facts and circumstances become known.

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Income Taxes.2002 was the first year out of the last three in which we have
reported net income (and taxable income). These prior year losses generated a
federal tax net operating loss, or NOL, carryforward as of September 30, 2002,
which may be subject to Section 382 limitations.

Generally accepted accounting principles require that we record a valuation
allowance against the deferred tax asset associated with an NOL if it is more
likely than not that we will not be able to utilize it to offset future taxes.
Due to the size of the NOL carryforward in relation to our recent history of
unprofitable operations and to the continuing uncertainties surrounding our
future operations as discussed above, we have not recognized any of this net
deferred tax asset. We currently provide for income taxes only to the extent
that we expect to pay cash taxes (primarily state taxes and the federal
alternative minimum tax) for current income.

It is possible, however, that we could be profitable in the future at levels
which might cause management to conclude that it is more likely than not that
we will realize all or a portion of the NOL carryforward. Upon reaching such a
conclusion, we would immediately record the estimated net realizable value of
the deferred tax asset at that time and would then provide for income taxes at
a rate equal to our combined federal and state effective rates, which would
approximate 40% under current tax rates. Subsequent revisions to the estimated
net realizable value of the deferred tax asset could cause our provision for
income taxes to vary significantly from period to period, although our cash tax
payments would remain unaffected until the benefit of the NOL is utilized.

Table Of Contractual Obligations

Below is a schedule (by period due) of the future payments which we are
obligated to make based on agreements in place as of March 31, 2003, (in
thousands). The $2 million senior secured note, which matures in 2005, carries
a mandatory redemption clause that provides for its conversion into Common
Stock at the then-current conversion rate. See Note 6.

|                           |  |              |     |                                 |  |       |     |      |  |      |       |  |  |  |   |  |  |  |       |  |  |   |       | 
|-------------------------- |  | ------------ | --- | ------------------------------- |  | ----- | --- | ---- |  | ---- | ----- |  |  |  | - |  |  |  | ----- |  |  | - | ----- | 
|                           |  | Six months   |     |                                 |  |       |     |      |  |      |       |  |  |  |   |  |  |  |       |  |  |  
|                           |  | Ending       |     |                                 |  |       |     |      |  |      |       |  |  |  |   |  |  |  |       |  |  |  
|                           |  | September 30 |     | Fiscal year ending September 30 |  | Total |    
|                           |  |              |     |                                 |  |       |    
|                           |  | 2003         |     | 2004                            |  | 2005  |     | 2006 |  | 2007 |       |  |  | 
|                           |  |              |     |                                 |  |       |     |      |  |      |       |  |  | 
|Operating Leases           |  | $            | 284 |                                 |  | $     | 120 |      |  | $    | 1     |  |  |  |  |  |  |  |      |  |  | $ | 405   | 
|Debt                       |  |              | 38  |                                 |  |       | 76  |      |  |      | 2,051 |  |  |  |  |  |  |  |      |  |  |   | 2,165 | 
|Preferred Stock
Redemption |  |              |    |                                 |  |       |    |      |  |      | 800   |  |  |  |  |  |  |  | 1,851 |  |  |   | 2,651 | 
|                           |  |              |     |                                 |  |       |     |      |  |      |       |  |  |  |   |  |  |  |       |  |  |   |       | 
|Total                      |  | $            | 322 |                                 |  | $     | 196 |      |  | $    | 2,852 |  |  |  |  |  |  |  | 1,851 |  |  | $ | 5,222 | 
|                           |  |              |     |                                 |  |       |     |      |  |      |       |  |  |  |   |  |  |  |       |  |  |   |       | 

Litigation

We are a party to various litigation matters which are described in detail in
Note 10 to our Financial Statements included herein and in Part II, Item 1 of
this quarterly report on Form 10-Q. We have incurred significant expenses and
expect to incur additional expenses related to these
matters. We have recorded expenses which we have incurred to date in the
accompanying financial statements. The outcome of these matters cannot
currently be determined nor can we forecast an estimate of the financial impact
of any outcome. Further, we may be entitled to recover a portion of our
expenses, as well as a portion of any damages or judgments that may ultimately
be imposed against us, from our insurance carriers, although we cannot assure
that such coverage will be provided.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We 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. We did not utilize any such techniques during the current
reporting period, but may employ such techniques in future periods.




Item 4. Controls and Procedures.

Within the 90 days prior to the date of filing this quarterly report, our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) of the Exchange Act of 1934, as amended, (the Exchange
Act)) and have concluded that the disclosure controls and procedures were
adequate and designed to ensure that material information relating to ASI which
is required to be included in our periodic filings under the Exchange Act would
be made known to them by others within those entities. There were no
significant changes in our internal controls or in other factors that could
significantly affect our disclosure controls and procedures subsequent to the
date of this evaluation, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.







Part II

Item 1. Legal Proceedings.

We have been named with certain former directors, as defendants in an action
that was filed on September 20, 2000, by Sidney V. Corder, the former
President, Chief Executive Officer and Director of the Company. On July 23,
2002, we entered into a Settlement Agreement and Mutual General Release to
settle the lawsuit. The settlement provided for, among other things, the
payment of approximately $200,000 to Mr. Corder by ASI and its insurance
carrier, the mutual release of present or future actions, suits or claims, and
a waiver by Mr. Corder of any claims for indemnification for any present or
future actions, suits or claims arising out of his employment. Pursuant to the
settlement, the litigation has been dismissed.

Two shareholders of ASI, the Epner Family Limited Partnership and the Braverman
Family Limited Partnership, (Claimants), filed suit in Indiana state court
(Hamilton County Superior Court, State of Indiana) 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 ASIs
acquisition of Cartotech, Inc., in June 1998. The four defendants have sent to
ASI written demands for indemnification. We have no further obligation to
indemnify Mr. Corder as specified in the Settlement Agreement described above.
We have notified our insurance carrier of these claims and have requested
coverage. In response, the insurance carrier has reserved its rights to deny
or limit coverage. Recently the court denied defendants motions to dismiss.
Some of the defendants are seeking a stay of this litigation pending an outcome
in the arbitration between ASI and the plaintiffs descended in the following
paragraph.

On June 26, 2002, the Claimants initiated arbitration proceedings against ASI.
As set forth in the preceding paragraph, the Claimants are the plaintiffs in
related Indiana state court litigation against former officers of ASI. In the
Statement of Claim they filed with the American Arbitration Association,
Claimants allege that certain representations and warranties made by ASI in the
Cartotech merger agreement were false because our financial condition allegedly
was worse than depicted in our financial statements for 1997 and the unaudited
reports for the first two quarters of fiscal 1998. They allege that the
restatement of our financial statements for fiscal year 1999 should have
included the financial statements referenced in the merger agreement.
Claimants allege that we violated the Texas Securities Act and the Indiana
Securities Act. and that we breached warranties in the merger agreement. The
Claimants seek recission or damages in the principal amount of
approximately $5,546,533, which they

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allege to be the net loss in value of our
Common Stock which they received in the merger, and attorneys fees. We have
filed a response to the Claimants Statement of Claim denying their material
allegations. We intend to vigorously assert defenses. The arbitration hearing
is presently scheduled to occur in September 2003.

Robert Montgomery, a former officer of ASI, filed suit in Hamilton County
Superior Court, State of Indiana, on July 19, 2002 seeking recovery of unpaid
commissions pursuant to the Indiana Wage Payment statute. Mr. Montgomery seeks
recovery of $67,611 in unpaid commissions, treble damages, costs, interest and
attorneys fees. We have responded to the lawsuit and deny all claims in the
action. The parties have not yet begun discovery. We intend to vigorously
defend this lawsuit.

On January 23, 2002, we announced that the Securities and Exchange Commission
has commenced a formal investigation of ASI, certain of our former officers,
directors and others in connection with our accounting policies, procedures,
disclosures and system of internal controls relating to the period from October
1998 through March 2000. On March 7, 2000, we restated earnings for the fiscal
year ended September 30, 1999. We have cooperated fully with the Securities
and Exchange Commission in this investigation, and we are currently in
settlement discussions with them. The discussions involve the entry of a consent order
that would not impose a fine, make a finding of fraud against us or seek any
injunction.

We are also subject to various other routine litigation incidental to our
business. Management does not believe that any of these routine legal
proceedings would have a material adverse effect on our financial condition or
results of operations.

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Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits:



| | 10.1 | Employment Agreement dated January 20, 2003, by
and between Analytical Surveys, Inc. and Lori Jones
(Incorporated by reference to Exhibit 99.1 to the Companys
Quarterly Report on Form 10-Q for the period ended December
31, 2003).                                                        
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.2 | Second Amendment to the Registration Rights
Agreement by and between the Company and Tonga Partners, L.P.,
a Delaware limited partnership, effective as of February 27,
2003 (Incorporated by reference to Exhibit 99.1 to the
Companys Current Report on Form 8-K, dated February 27,
2003).
|
| | 99.1 | Certification of Chief Executive Officer                                                                                                                                                                                                                                                      
|
| | 99.2 | Certification of Chief Financial Officer                                                                                                                                                                                                                                                      

(b)  Reports on Forms 8-K:



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Current Report on Form 8-K filed on January 24, 2003, announcing
the Companys appointment of the Companys Chief Financial
Officer.                                             
|
| | Current Report on Form 8-K filed on January 24, 2003, announcing
obtainment of a waiver on right to accelerate the Companys
obligations under a senior secured convertible note.
|
| | Current Report on Form 8-K filed on February 14, 2003 furnishing
the certification required under 18 U.S.C. 1350 from the
Companys new Chief Executive Officer.                 
|
| | Current Report on Form 8-K filed on February 18, 2003 announcing
the Companys First Quarter Results.                                                                            
|
| | Current Report on Form 8-K filed on February 27, 2003 announcing
the Companys execution of a Second Amended Registration
Rights Agreement.                                      
|
| | Current Report on Form 8-K filed on April 21, 2003 announcing the
Companys receipt of notice of regained compliance with
Nasdaq.                                                

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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, 2003 |  |  |  |  |  | /s/ J. Norman RokoshJ. Norman Rokosh
President and Chief Executive Officer
|                   
|                    |  |  |  |  |  |                                                                           
|                   
|Date:  May 15, 2003 |  |  |  |  |  | /s/  Lori A. JonesLori A. Jones
Chief Financial Officer                   

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CERTIFICATIONS

I, Lori A. Jones, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Analytical
Surveys, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and the registrants
have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee the registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                                                       
|-------------------------------------------------------
|Date:  May 15, 2003                                    
|                                                       
|/s/  Lori A. JonesLori A. Jones
Chief Financial Officer

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CERTIFICATIONS

I, J. Norman Rokosh, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Analytical
Surveys, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and the registrants
have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                                                       
|-------------------------------------------------------
|Date: May 15, 2003                                     
|                                                       
|/s/  J. Norman RokoshJ. Norman Rokosh
President and CEO

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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                               
|NUMBER  |  | DESCRIPTION                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                               
|10.1    |  | Employment Agreement dated January 20, 2003, by
and between Analytical Surveys, Inc. and Lori Jones
(Incorporated by reference to Exhibit 99.1 to the Companys
Quarterly Report on Form 10-Q for the period ended December
31, 2003).                                                        
|        |  |                                                                                                                                                                                                                                                                                               
|10.2    |  | Second Amendment to the Registration Rights
Agreement by and between the Company and Tonga Partners, L.P.,
a Delaware limited partnership, effective as of February 27,
2003 (Incorporated by reference to Exhibit 99.1 to the
Companys Current Report on Form 8-K, dated February 27,
2003).
|        |  |                                                                                                                                                                                                                                                                                               
|99.1    |  | Certification of Chief Executive Officer                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                               
|99.2    |  | Certification of Chief Financial Officer