-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWayG9fG7dZELonTP6Bc96KqgqNJKXYMVrnn1EMK9rFEKAFGvJGaMs3Jjj05xg4D aUqsgCnWuzjjln6K812k4A== 0001144204-08-018223.txt : 20080328 0001144204-08-018223.hdr.sgml : 20080328 20080328152048 ACCESSION NUMBER: 0001144204-08-018223 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 GROUP MEMBERS: REGAL CAPITAL, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARTIN MICHAEL G CENTRAL INDEX KEY: 0001390805 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 919-484-8484 MAIL ADDRESS: STREET 1: C/O ADHEREX TECHNOLOGIES INC. STREET 2: 4620 CREEKSTONE DRIVE, SUITE 200 CITY: DURHAM STATE: NC ZIP: 27703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANALYTICAL SURVEYS INC CENTRAL INDEX KEY: 0000753048 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 840846389 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40392 FILM NUMBER: 08718972 BUSINESS ADDRESS: STREET 1: 4040 BROADWAY, SUITE 103 STREET 2: . CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 210-657-1500 MAIL ADDRESS: STREET 1: 4040 BROADWAY, SUITE 103 STREET 2: . CITY: SAN ANTONIO STATE: TX ZIP: 78209 SC 13D 1 v108380_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Analytical Surveys, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)
 
032683401

(CUSIP Number)

Michael Martin
c/o Regal Capital, LLC
47648 Mid Surrey Square
Sterling, VA 20165

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

March 20, 2008

(Date of Event which Requires Filing of this Statement)
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


CUSIP No. 032683401
 
SCHEDULE 13D
 
     
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
MICHAEL MARTIN
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
   
(a) o
   
(b) x
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
UNITED STATES
 
 
7
SOLE VOTING POWER
 
   
 
  
8,763,875
NUMBER OF
8
SHARED VOTING POWER
SHARES
   
BENEFICIALLY
    
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
8,763,875
 
10
SHARED DISPOSITIVE POWER
 
   
      
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
8,763,875
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
21.6%
 
14
TYPE OF REPORTING PERSON
 
     
 
IN
 



CUSIP No. 032683401
 
     
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
REGAL CAPITAL, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
   
(a) o
   
(b) x
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
DELAWARE
 
 
7
SOLE VOTING POWER
 
   
 
  
8,763,875
NUMBER OF
8
SHARED VOTING POWER
SHARES
   
BENEFICIALLY
    
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
8,763,875
 
10
SHARED DISPOSITIVE POWER
 
   
      
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
8,763,875
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
21.6%
 
14
TYPE OF REPORTING PERSON
 
     
 
OO
 
 
 
 

 
 
CUSIP No. 032683401
 
Item 1. Security and Issuer.
 
The title of the class of equity securities to which this statement relates is Common Stock, without par value (“Common Stock”) of Analytical Surveys, Inc., a Colorado corporation (the “Issuer”). The principal executive office of the Issuer is located at 665 Martinsville Road, Basking Ridge, New Jersey 07920.

Item 2. Identity and Background.
 
(a) This Statement is being filed by Michael Martin and Regal Capital, LLC (the “Reporting Persons”).
 
(b) The address of the Reporting Persons is c/o Regal Capital, LLC; 47648 Mid Surrey Square, Sterling, VA 20165.

(c) Mr. Martin is the Secretary of the Issuer. Regal Capital, LLC is a mergers and acquisition consulting firm. Mr. Martin is the sole partner and member of Regal Capital, LLC.

(d) and (e) The Reporting Person has not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Martin is a citizen of the United States. Regal Capital, LLC is a Delaware limited liability company.

Item 3. Source and Amount of Funds or Other Consideration.
 
On March 20, 2008, pursuant to an Agreement and Plan of Merger (the “Merger Agreement), among the Issuer, the Issuer’s wholly-owned subsidiary Axion Acquisition Corp. (“Merger Sub”) and Axion International, Inc. (“Axion”), Merger Sub merged into Axion (the “Merger”). As a result of the merger, 46 shares of Common Stock of Axion previously beneficially owned by the Reporting Person became 8,763,875 shares of Common Stock.

Item 4. Purpose of Transaction.
 
Following the Merger, Mr. Martin was appointed as Secretary of the Company. Accordingly, Mr. Martin will be actively involved in the management of the Issuer’s business.

The Reporting Persons intend to review on a continuing basis its investment in the Issuer, including the Issuer’s business, financial condition and operating results, general market and industry conditions and other investment opportunities and, based upon such review, acquire additional shares of Common Stock or other securities of the Issuer, or dispose of the shares of Common Stock or other securities of the Issuer, in each case, in the open market, in privately negotiated transactions or in any other lawful manner.
 


CUSIP No. 032683401
 
Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own 8,763,875 shares of Common Stock, representing 21.6% of the outstanding shares of Common Stock (based upon 3,789,256 shares of Common Stock outstanding as reported in the Issuer’s Form 10-QSB for the quarter ended December 31, 2007 plus 36,762,551 shares of Common Stock issued pursuant to the Merger). Such shares of Common Stock are held by Regal Capital, LLC of which Mr. Martin is the sole partner and member.

(b) The Reporting Persons have the sole power to vote or to direct the vote and to dispose or direct the disposition of all of the securities reported herein.

(c) Except as set forth in Items 3 above, no transactions in the Common Stock were effected by the Reporting Persons in the last 60 days.

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Pursuant to a letter agreement dated December 6, 2007, Regal Capital, LLC agreed to provide to Axion management consulting services. As compensation, Regal Capital, LLC received, inter alia, 54 shares of Common Stock of Axion, which shares were automatically converted into 10,288,027 shares of Common Stock.

Item 7. Materials to be Filed as Exhibits.

None.
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 27, 2008

 
/s/ Marc Green
 
 
Marc Green
     
 
REGAL CAPITAL, LLC
       
 
By:
/s/ Marc Green
 
  Marc Green, Partner


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