Prepared By R.R. Donnelley Financial -- Form 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): 02/03/2006

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		(IRS Employer
incorporation)		Identification No.)

9725 Datapoint Drive

Suite 300B

San Antonio, TX 78229

(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 (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 1.02. Termination of a Material Definitive Agreement

The Company redeemed the 166,436 outstanding shares of its Series A Redeemable Preferred Stock ("Preferred Shares", in exchange for 318,000 shares of its common stock. The transaction eliminated all obligations of the Company pursuant to the Preferred Shares, which were redeemable on or before December 27, 2006, for approximately $299,583, plus accrued dividends. The Preferred Shares carried a mandatory redemption date of December 28, 2006, on which date the redemption price would have totaled $332,872. The transaction also eliminates accrued dividends that currently total approximately $60,000.

Item 3.02. Unregistered Sales of Equity Securities

On February 1, 2006, the Company issued 318,000 shares of its common stock in exchange for all outstanding shares and accrued dividends thereon of its Series A Redeemable Preferred Stock, which had a current redemption price of $299,583 plus accrued dividends totaling approximately $60,000. The Preferred Shares had a mandatory redemption date of December 28, 2006, at which time the redemption price increased to $332,872. The transaction qualifies under Section 3(a)(9) of the Securities Act of 1933, and under Rule 144(d)(3)(ii) and Rule 144(k). The exchange was executed in order to increase the Company's stockholders equity to regain compliance with Nasdaq regulations. The Preferred Shares were sold by the original holder to the exchanging holder, whose holding period in the Preferred Shares tacks to the original holder's holding period in such shares. Under section 3(a)(9), the exchanging holders' holding period in the Preferred Shares tacks to the holding period in the common stock received in the exch ange. None of the parties are affiliates of the Company within the meaning of Rule 144.

On February 2, 2006, the Company issued 75,000 shares of its common stock to the principal of Pluris Partners pursuant to the Consulting Agreement dated December 7, 2005. The purchaser is an accredited investor, and as a result, this sale is exempt under section 4(2) of the Securities Act of 1933. Form 8-K was filed on December 13, 2005, which provided the terms of the Consulting Agreement.

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: February 03, 2006	By:	/s/ Lori Jones
		Lori Jones
		Chief Executive Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Press release dated February 2, 2006, announcing the Company's conversion of debt to equity

EX-99.1 2 rrd105258_11393.htm PRESS RELEASE DATED FEBRUARY 2, 2006, ANNOUNCING THE COMPANY'S CONVERSION OF DEBT TO EQUITY Press Release

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

ANALYTICAL SURVEYS CONVERTS DEBT TO EQUITY

SAN ANTONIO, Texas -- February 2, 2006 -- Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT), a provider of utility-industry data collection, creation and management services for the geographic information systems (GIS) markets, today announced it has redeemed 166,436 outstanding shares of the Company's Series A Redeemable Preferred Shares ("Preferred Shares") in exchange for 318,000 shares of the Company's common stock.

The transaction eliminated all obligations of the Company pursuant to the Preferred Shares, which were redeemable on or before December 27, 2006, for approximately $299,583, plus accrued dividends. The Preferred Shares also carried a mandatory redemption date of December 28, 2006, on which date the redemption price would have totaled $332,872. The transaction also eliminates accrued dividends that currently total approximately $60,000.

Lori Jones, CEO, said, "This transaction improves our stockholders' equity position and serves as the first part of our plan to regain compliance with Nasdaq listing requirements. It eliminates the requirement to reserve cash for the need of this short-term obligation."

About ASI

Analytical Surveys Inc. (ASI) 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 materially from those discussed in this press release. Factor s 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-KSB.

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