8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-k

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported):  12/17/2004

Analytical Surveys, Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number:  000-13111

CO	84-0846389
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

11900 Crownpoint Drive, San Antonio, TX 78233

(Address of Principal Executive Offices, Including Zip Code)

210-657-1500

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 13, 2004, the Company's board of directors elected Edward P. Gistaro and Lori Jones to the Board of Directors. Mr. Gistaro has also been elected to the Audit Committee of the Board. There were no arrangements or understandings between Mr. Gistaro or Ms. Jones and any other person pursuant to which either of them was elected as a director, and there are and have been no transactions since the beginning of the Company's last fiscal year or currently proposed, regarding Mr. Gistaro or Ms. Jones that are required to be disclosed by Item 404(a) of Regulation S-K.   On December 13, 2004, the Company's board of directors appointed Stanley Rosenberg of Loeffler Tuggey Pauerstein Rosenthal LLP as special advisor to the board.

On December 15, 2004, Mr. Christopher Dean and Mr. Christopher Illick resigned from the Board. There was no disagreement between Mr. Dean or Mr. Illick and the Company related to the Company's operations, policies or practices. Both Messers. Dean and Illick ser ved on the Audit Committee and Compensation Committee of the Board of Directors.

A copy of the press release announcing the issuance of the going concern qualification, the resignation of the directors, the appointment of the new directors and special advisor to the board of directors is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01.    Other Events

On December 17, 2004, Analytical Surveys, Inc. (the "Company") announced that its independent auditors, Pannell Kerr Forster of Texas, P.C., issued a going concern qualification on its financial statements for the fiscal year ended September 30, 2004, based on the Company's significant operating losses reported in fiscal 2004 and prior years, as well as a lack of external financing.

Item 9.01.    Financial Statements and Exhibits

(c) Exhibits

99.1 Press release dated December 17, 2004, issued by the Company.

Signature(s)

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

		Analytical Surveys, Inc.
Date: December 17, 2004.	By:	/s/    Lori Jones
		Lori Jones
		Chief Financial Officer
		Analytical Surveys, Inc.
Date: December 17, 2004.	By:	/s/    Lori Jones
		Lori Jones
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release dated December 17, 2004, issued by the Company

EX-99.1 2 rrd61914_2505.htm PRESS RELEASE DATED DECEMBER 17, 2004, ISSUED BY THE COMPANY

P R E S S

R E L E A S E

Contacts:	Analytical Surveys, Inc.	Pfeiffer High Public Relations, Inc.
	Lori Jones	Geoff High
	Chief Financial Officer	303/393-7044
	210/657-1500	geoff@pfeifferhigh.com

ANALYTICAL SURVEYS ANNOUNCES NEW BOARD MEMBERS

Company Also Appoints Seasoned Executive as Special Advisor to Board

SAN ANTONIO, Texas -- December 17, 2004 - Analytical Surveys, Inc. (ASI) (Nasdaq SmallCap Market-ANLT), a provider of utility-industry data collection, creation and management services for the geographic information systems (GIS) markets, today announced that on December 13, 2004, its board of directors elected Edward P. Gistaro and Lori Jones as members of the board. It also announced the resignation of Mr. Christopher Dean and Mr. Christopher Illick from the Board, effective December 15, 2004.

The Company also announced that its independent auditors, Pannell Kerr Forster of Texas, P.C., issued a going concern qualification on its financial statements for the fiscal year ended September 30, 2004, based on the Company's significant operating losses reported in fiscal 2004 and prior years, as well as a lack of external financing.

Mr. Gistaro is chairman and retired CEO of Docucon, Inc., a now-privately held document-imaging company. He also held various management positions at Datapoint Corporation, including CEO, CFO, president and chief operating officer. While at Datapoint, which was a Fortune 500 company, Mr. Gistaro negotiated and executed more than $200 million in acquisition and financing transactions. He brings valuable operating, financial and M&A expertise to the Company. Mr. Gistaro is an independent outside director and will serve on the audit committee.

Ms. Jones is ASI's CFO and joins the board as an inside director. She joined the Company in January 2003, and has more than 15 years of financial management experience with both private and public companies.

The board also appointed Stanley Rosenberg of Loeffler Tuggey Pauerstein Rosenthal LLP as special advisor to the board. Mr. Rosenberg has been an attorney in San Antonio since 1955, and has advised major corporations on a broad range of real estate and corporate matters. He has represented clients on various phases of real estate developments, including land acquisition, platting, subdividing, financing and sales. Mr. Rosenberg has assisted with initial public offerings for various companies and advised on the sales of multimillion-dollar businesses.

Mr. Dean and Mr. Illick, the departing directors, have served on the Company's board since 2002 when Tonga Partners, L.P. ("Tonga") exercised its right to appoint a majority of the board. Tonga relinquished its right to appoint directors after it converted a $1.7 million senior secured convertible promissory note on November 10, 2004, and sold its holdings in ASI common stock.

Continued on Page 2

Page 2 of 2

Analytical Surveys Inc. provides technology-enabled solutions and expert services for geospatial data management, including data capture and conversion, planning, implementation, distribution strategies and maintenance services. Through its affiliates, ASI has played a leading role in the geospatial industry for more than 40 years. The Company is dedicated to providing utilities and government with responsive, proactive solutions that maximize the value of information and technology assets. ASI is headquartered in San Antonio, Texas and maintains operations in Waukesha, Wisconsin. For more information, visit www.anlt.com.

This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release 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 press release, the words "anticipate," "believe," "estimate," "intend" and "expect" and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company's strategy, future sales, future expenses and future liquidity and capital resources. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company's actual results could differ mat erially from those discussed in this press release. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1. Business-- "risk factors" and elsewhere in the Company's Annual Report on Form 10-K.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

P R E S S

R E L E A S E

Contacts:	Analytical Surveys, Inc.	Pfeiffer High Public Relations, Inc.
	Lori Jones	Geoff High
	Chief Financial Officer	303/393-7044
	210/657-1500	geoff@pfeifferhigh.com

ANALYTICAL SURVEYS ANNOUNCES NEW BOARD MEMBERS

Company Also Appoints Seasoned Executive as Special Advisor to Board

SAN ANTONIO, Texas -- December 17, 2004 - Analytical Surveys, Inc. (ASI) (Nasdaq SmallCap Market-ANLT), a provider of utility-industry data collection, creation and management services for the geographic information systems (GIS) markets, today announced that on December 13, 2004, its board of directors elected Edward P. Gistaro and Lori Jones as members of the board. It also announced the resignation of Mr. Christopher Dean and Mr. Christopher Illick from the Board, effective December 15, 2004.

The Company also announced that its independent auditors, Pannell Kerr Forster of Texas, P.C., issued a going concern qualification on its financial statements for the fiscal year ended September 30, 2004, based on the Company's significant operating losses reported in fiscal 2004 and prior years, as well as a lack of external financing.

Mr. Gistaro is chairman and retired CEO of Docucon, Inc., a now-privately held document-imaging company. He also held various management positions at Datapoint Corporation, including CEO, CFO, president and chief operating officer. While at Datapoint, which was a Fortune 500 company, Mr. Gistaro negotiated and executed more than $200 million in acquisition and financing transactions. He brings valuable operating, financial and M&A expertise to the Company. Mr. Gistaro is an independent outside director and will serve on the audit committee.

Ms. Jones is ASI's CFO and joins the board as an inside director. She joined the Company in January 2003, and has more than 15 years of financial management experience with both private and public companies.

The board also appointed Stanley Rosenberg of Loeffler Tuggey Pauerstein Rosenthal LLP as special advisor to the board. Mr. Rosenberg has been an attorney in San Antonio since 1955, and has advised major corporations on a broad range of real estate and corporate matters. He has represented clients on various phases of real estate developments, including land acquisition, platting, subdividing, financing and sales. Mr. Rosenberg has assisted with initial public offerings for various companies and advised on the sales of multimillion-dollar businesses.

Mr. Dean and Mr. Illick, the departing directors, have served on the Company's board since 2002 when Tonga Partners, L.P. ("Tonga") exercised its right to appoint a majority of the board. Tonga relinquished its right to appoint directors after it converted a $1.7 million senior secured convertible promissory note on November 10, 2004, and sold its holdings in ASI common stock.

Continued on Page 2

Page 2 of 2

Analytical Surveys Inc. provides technology-enabled solutions and expert services for geospatial data management, including data capture and conversion, planning, implementation, distribution strategies and maintenance services. Through its affiliates, ASI has played a leading role in the geospatial industry for more than 40 years. The Company is dedicated to providing utilities and government with responsive, proactive solutions that maximize the value of information and technology assets. ASI is headquartered in San Antonio, Texas and maintains operations in Waukesha, Wisconsin. For more information, visit www.anlt.com.

This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release 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 press release, the words "anticipate," "believe," "estimate," "intend" and "expect" and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company's strategy, future sales, future expenses and future liquidity and capital resources. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company's actual results could differ mat erially from those discussed in this press release. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1. Business-- "risk factors" and elsewhere in the Company's Annual Report on Form 10-K.