Edgar Filing: ACCESS INTEGRATED TECHNOLOGIES INC

As filed with the Securities and Exchange Commission on July 29, 2005

Registration No. 333-117115
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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POST-EFFECTIVE AMENDMENT NO.2 TO FORM SB-2
ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933[GRAPHIC OMITTED]

ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 7389 22-3720962
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

55 Madison Avenue, Suite 300
Morristown, NJ 07960
(973) 290-0080

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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A. DALE MAYO
Chief Executive Officer and President
Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960
(973) 290-0080

(Name, address, including zip code and telephone number,
including area code, of agent for service)

WITH A COPY TO:

JONATHAN K. COOPERMAN, ESQ.
Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
(212) 808-7800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement.

If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE

This Post-Effective Amendment No.2 to Form SB-2 on Form S-3 is being
filed to convert the Registrant's Registration Statement on Form SB-2, as
amended (Registration No. 333-117115), into a Registration Statement on Form
S-3, and to update information provided in the prospectus.

Subject to Completion. Dated July 28, 2005

PROSPECTUS

1,198,375 Shares

Class A common stock

This prospectus relates to the resale by certain selling security holders of
Access Integrated Technologies, Inc. of 1,198,375 shares of our Class A
common stock, including 906,500 shares of our Class A common stock
purchased by certain security holders in our June 2004 private offering and
291,875 shares of our Class A common stock issuable upon the exercise of
warrants issued to those security holders, of which 60,875 shares of our
Class A common stock are issuable upon exercise of warrants issued to the
placement agent in the private offering.

The selling security holders may offer to sell the shares of our Class A
common stock being offered by this prospectus at fixed prices, at prevailing
market prices at the time of sale, at varying prices, or at negotiated prices.

The shares of our Class A common stock are listed for trading on the American
Stock Exchange under the symbol "AIX". On July 28 2005, the last reported
sale price of our Class A common stock was $10.55 per share.

We will not receive any proceeds from the resale of shares of our Class A
common stock by the selling security holders, other than payment of the
exercise price of the warrants. We will pay the expenses of this offering.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF FACTORS THAT YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

July __, 2005.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have
filed with the SEC utilizing a shelf registration process. Under this shelf
registration process, selling stockholders may, from time to time, offer and
sell shares of our Class A common stock pursuant to this prospectus. It is
important for you to read and consider all of the information contained in
this prospectus and any applicable prospectus supplement before making a
decision whether to invest in our Class A common stock. You should also read
and consider the information contained in the documents that we have
incorporated by reference as described in "Where You Can Find More
Information" and "Incorporation of Certain Documents By Reference" in this
prospectus.

You should rely only on the information provided in this prospectus
and any applicable prospectus supplement, including the information
incorporated by reference. We have not authorized anyone to provide you with
additional or different information. If anyone provides you with additional,
different or inconsistent information, you should not rely on it. We are not
offering to sell or soliciting offers to buy, and will not sell, any
securities in any jurisdiction where it is unlawful. You should assume that
the information contained in this prospectus or in any prospectus supplement,
as well as information contained in a document that we have previously filed
or in the future will file with the SEC and incorporate by reference in this
prospectus or any prospectus supplement, is accurate only as of the date of
this prospectus, the applicable prospectus supplement or the document
containing that information, as the case may be. Our financial condition,
results of operations, cash flows or business may have changed since that
date.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file periodic reports, proxy statements and other
information relating to our business, financial and other matters with the
SEC under the Securities Exchange Act of 1934. Our filings are available to
the public over the Internet at the SEC's web site at HTTP://WWW.SEC.GOV. You
may also read and copy any document we file with the SEC at, and obtain a
copy of any such document by mail from, the SEC's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
charges. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room and its charges.

We have filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933 with respect to our securities described in this
prospectus. Such registration statement, of which this prospectus
constitutes a part, is a post-effective amendment to the registration
statement we filed on Form SB-2 (No. 333-117115). References to the
"REGISTRATION STATEMENT" or the "REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART" mean the original registration statement and all
amendments, including all schedules and exhibits. This prospectus does not,
and any prospectus supplement will not, contain all of the information in the
registration statement because we have omitted parts of the registration
statement in accordance with the rules of the SEC. Please refer to the
registration statement for any information in the registration statement that
is not contained in this prospectus or a prospectus supplement. The
registration statement is available to the public over the Internet at the
SEC's web site described above and can be read and copied at the locations
described above.

Each statement made in this prospectus or any prospectus supplement
concerning a document filed as an exhibit to the registration statement is
qualified in its entirety by reference to that exhibit for a complete
description of its provisions.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "INCORPORATE BY REFERENCE" in this prospectus
the information contained in other documents filed separately with the SEC.
This means that we can disclose important information to you by referring you
to other documents filed with the SEC that contain such information. The
information incorporated by reference is an important part of this prospectus
and prospectus supplement. Information disclosed in documents that we file
later with the SEC will automatically add to, update and change information
previously disclosed. If there is additional information in a later filed
document or a conflict or inconsistency between information in this
prospectus or a prospectus supplement and information incorporated by
reference from a later filed document, you should rely on the information in
the later dated document.

We incorporate by reference the documents listed below (and the documents
incorporated by reference therein) that we have previously filed, and any
documents that we may file in the future, with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, until the offerings contemplated by this
prospectus are completed:

o our current report on Form 8-K, dated November 17, 2004 filed with the
SEC on February 2, 2005;
o our annual report on Form 10-KSB for the fiscal year ended March 31,
2005, filed with the SEC on June 29, 2005;
o our current report on Form 8-K, dated April 29, 2005, filed with the
SEC on April 29, 2005;
o our current report on Form 8-K, dated June 14, 2005, filed with the
SEC on June 14, 2005;
o our current report on Form 8-K, dated June 24, 2005, filed with the
SEC on June 24, 2005;
o our current report on Form 8-K, dated June 27, 2005, filed with the
SEC on June 27, 2005;
o our current report on Form 8-K, dated July 21, 2005, filed with the
SEC on June 22, 2005;
o the description of our Class A common stock contained in our
registration statement on Form 8-A (File No. 001-31810), filed with
the SEC under Section 12 of the Exchange Act on September 24, 2003.

Any statement made in this prospectus, a prospectus supplement or a
document incorporated by reference in this prospectus or a prospectus
supplement will be deemed to be modified or superseded for purposes of this
prospectus and any applicable prospectus supplement to the extent that a
statement contained in an amendment to the registration statement, any
subsequent prospectus supplement or in any other subsequently filed document
incorporated by reference herein or therein adds, updates or changes that
statement. Any statement so affected will not be deemed, except as so
affected, to constitute a part of this prospectus or any applicable
prospectus supplement.

You may obtain a copy of these filings, excluding exhibits (but
including exhibits that are specifically incorporated by reference), free of
charge, by oral or written request directed to: Access Integrated
Technologies, Inc., 55 Madison Avenue, Suite 300, Morristown, NJ 07960,
Attention: General Counsel, Telephone (973) 290-0080.

FORWARD-LOOKING STATEMENTS

Various statements contained in this prospectus or incorporated by reference
into this prospectus constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on current expectations and are
indicated by words or phrases such as "believe," "expect," "may," "will,"
"should," "seek," "plan," "intend" or "anticipate" or the negative thereof or
comparable terminology, or by discussion of strategy. Forward-looking
statements represent as of the date of this prospectus our judgment relating
to, among other things, future results of operations, growth plans, sales,
capital requirements and general industry and business conditions applicable
to us. Such forward-looking statements are based largely on our current
expectations and are inherently subject to risks and uncertainties. Our
actual results could differ materially from those that are anticipated or
projected as a result of certain risks and uncertainties, including, but not
limited to, a number of factors, such as:

o successful integration of acquired businesses;

o the effect of our indebtedness on our financial condition and
financial flexibility, including, but not limited to, the ability to
obtain necessary financing for our business;

o economic and market conditions;

o the performance of our targeted markets;

o changes in business relationships with our major customers;

o competitive product and pricing pressures; and

o the other risks and uncertainties that are described in this
prospectus and from time to time in our filings with the SEC.

Except as otherwise required to be disclosed in periodic reports required to
be filed by public companies with the SEC pursuant to the SEC's rules, we
have no duty to update these statements, and we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or

otherwise. In light of these risks and uncertainties, we cannot assure you
that the forward-looking information contained in this prospectus will in fact
transpire.

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS, ANY PROSPECTUS SUPPLEMENT AND THE DOCUMENTS INCORPORATED BY
REFERENCE. IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD
CONSIDER BEFORE MAKING A DECISION TO INVEST OUR IN CLASS A COMMON STOCK. YOU
SHOULD READ CAREFULLY THE ENTIRE PROSPECTUS, ANY APPLICABLE PROSPECTUS
SUPPLEMENT AND THE DOCUMENTS INCORPORATED BY REFERENCE, INCLUDING "RISK
FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED
ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT.

In this prospectus, "AccessIT", "we," "us," "our" and the "Company" refer to
Access Integrated Technologies, Inc. and its subsidiaries unless the context
otherwise requires.

OUR BUSINESS

AccessIT was organized on March 31, 2000 and we are in the business of
providing software services and technology solutions to the motion picture
industry, and operating Internet data centers. We are actively expanding
into new and interrelated business areas relating to the delivery and
management of digital cinema content to entertainment venues worldwide.
These businesses, supported by our Internet data center business, have become
our primary strategic focus.

Our business focus is to create a secure, managed and complete system that
consists of software to book, track and perform accounting functions for
digital content in theatres, deliver digital content to multiple locations
and provide the content management software for in-theatre playback system
for the digital cinema marketplace. The system is intended to use all of our
businesses:

MEDIA SERVICES

o DIGITAL MEDIA DELIVERY - digital media managed electronic delivery
services and in-theatre management software for use in theatres from
Access Digital Media, Inc. ("AccessDM"), our wholly- owned subsidiary,
and satellite delivery services from FiberSat Global Services, Inc.,
our wholly-owned subsidiary. The Pavilion Theatre (as defined below)
is utilizing the digital media managed electronic delivery services
and in-theatre management software products;

o MOVIE DISTRIBUTION AND EXHIBITOR SOFTWARE - Hollywood Software, Inc.
("Hollywood SW"), our wholly-owned subsidiary, develops and licenses
distribution and exhibitor software products and services;

DATA CENTER SERVICES

o DATA CENTERS - AccessIT's Internet data centers ("IDCs" or "data
centers"), including redundant sites in Los Angeles and New York City;
and

o MANAGED SERVICE OFFERINGS- managed storage and network and systems
management services by Core Technology Services, Inc. ("Managed
Services"), our wholly-owned subsidiary, and AccessIT.

Our system provides a digital content owner with the secure delivery of
multiple files to multiple locations with proactive notification and security
management. Our system also provides the digital content exhibitor with
access to digital content, freedom to choose what to play and when to play it
with proactive notifications and management software. We have created a
system whereby digital content is delivered where it is supposed to go, is
played when it is supposed to be played along with the ability to act upon
and report back management and financial information.

We have two reportable segments: Media Services, which represents the
operations of AccessDM (including Boeing Digital (as defined below)),
Pavilion Theatre, FiberSat (as defined below) and Hollywood SW; and Data
Center Services, which are comprised of our IDC operations and Managed
Service Offerings.

In February 2003, we organized AccessDM, which in May 2004 became our
wholly-owned subsidiary. AccessDM has developed proprietary software,
Digital Express e-Courier, capable of worldwide delivery of digital data --
including movies, advertisements and alternative content such as concerts,
seminars and sporting events -- to movie

theaters and other venues having digital projection equipment. Also, in
April 2005 we completed the development of in-theatre management software for
use by digitally - equipped movie theaters, called the Theatre Command Center.

In November 2003, we acquired all of the capital stock of Hollywood SW, a
leading provider of proprietary transactional support software and consulting
services for distributors and exhibitors of filmed entertainment in the
United States and Canada (the "Hollywood SW Acquisition"). Its licensed
software records and manages information relating to the planning,
scheduling, revenue sharing, cash flow and reporting associated with the
distribution and exhibition of theatrical films. In addition, Hollywood SW's
software complements, and is integrated with, AccessDM's digital content
delivery software by enabling Hollywood SW's customers to seamlessly plan and
schedule delivery of digital content to entertainment venue operators as well
as to manage the related financial transactions.

In an effort to increase the competitive advantage of the IDCs, on January 9,
2004, we acquired Managed Services, a managed service provider of information
technologies. As an information technology outsourcing organization, Managed
Services manages clients' networks and systems in over 35 countries in
Europe, Asia, North and South America and more than 20 states in the United
States. Managed Services operates a 24x7 Global Network Command Center
("GNCC"), capable of running the networks and systems of large corporate
clients. The four largest customers of Managed Services accounted for
approximately 54% of its revenues. The managed services capabilities of
Managed Services have been integrated with our IDCs and now operate under the
name of AccessIT Managed Services.

In March 2004, we acquired certain assets of Boeing Digital Cinema ("Boeing
Digital"), a division of The Boeing Company ("Boeing"). These assets were
purchased to further our strategy of becoming a leader in the delivery of
movies and other digital content to movie theaters. The acquired assets
consist of digital projectors, satellite dishes and other equipment installed
at 28 screens within 21 theaters in the United States and equipment stored at
other locations, and satellite transmission equipment located in Los Angeles,
California. Since the acquisition, we have used the stored equipment (and
added new equipment) in an additional 3 screens within 2 theaters in the
United States.

Also in March 2004, we refinanced approximately $4.2 aggregate principal
amount (plus accrued and unpaid interest) of our promissory notes pursuant to
an exchange offer. In exchange for these promissory notes, we issued 707,477
unregistered shares of our Class A common stock and $1.7 million aggregate
principal amount of new convertible notes which as of March 31, 2005 were
convertible into a maximum of 312,425 shares of our Class A common stock.

In May 2004, we entered into an agreement with the holder of 750,000 shares
of AccessDM's common stock, to exchange all of the holders's shares for
31,300 unregistered shares of AccessIT's Class A common stock. As a result
of the transaction, which was consummated on May 26, 2004, AccessIT now holds
100% of AccessDM's common stock.

In June 2004, we consummated a $4.87 million private placement of 1,217,500
unregistered shares of our Class A common stock with institutional and other
accredited investors. Pursuant to the private placement, we also issued to
the investors and the placement agent warrants to purchase up to 243,500 and
60,875 shares of our Class A common stock, respectively, at an exercise price
of $4.80 per share, exercisable upon receipt. We registered the resale of all
of the 1,217,500 shares and the 304,375 shares underlying the warrants on a
registration statement on Form SB-2 with the SEC on July 2, 2004, which was
declared effective by the SEC on July 20, 2004.

In November 2004, we consummated a $1.1 million private placement of 282,776
unregistered shares of our Class A common stock at $3.89 per share with
certain accredited investors. The net proceeds of approximately $1.023
million from such private placement were used for the FiberSat Acquisition
and for working capital. These shares carry piggyback and demand registration
rights, at the sole expense of the investors. The investors exercised their
piggyback registration rights and we registered the resale of all of the
282,776 shares on a registration statement on Form S-3, which was declared
effective by the SEC on March 21, 2005.

Also in November 2004, we acquired substantially all of the assets of
FiberSat Global Services, LLC (the "FiberSat") through FiberSat Global
Services, Inc., our wholly-owned subsidiary (the "FiberSat Acquisition").
FiberSat, headquartered in Chatsworth, California, provides services
utilizing satellite ground facilities and fiber-optic connectivity to
receive, process, store, encrypt and transmit television and data signals
globally. FiberSat's

Chatsworth facility currently houses the infrastructure operations of our
digital cinema satellite delivery services. By completing the FiberSat
Acquisition, we gained extensive satellite distribution and networking
capabilities provided by FiberSat's fully operational data storage and uplink
facility located in Los Angeles, California. FiberSat has the ability to provide
broadband video, data and Internet transmission and encryption services for the
broadcast and cable television and communications industries.

In February 2005, we consummated a private placement of $7.6 million, 4-year
convertible debentures (the "Convertible Debentures"). The Convertible
Debentures bear interest at the rate of 7% per year and are convertible into
shares of our Class A common stock at the price of $4.07 per share, subject
to possible adjustments from time to time. In connection with the
Convertible Debenture offering, we issued the participating institutional
investors warrants (the "Convertible Debentures Warrants") exercisable for up
to 560,197 shares of Class A common stock at an initial exercise price of
$4.44 per share, subject to adjustments from time to time. The Convertible
Debentures Warrants may be exercised beginning on September 9, 2005 until
five years thereafter. We registered the resale of all of the shares
underlying the Convertible Debentures and the Convertible Debentures Warrants
with the SEC on March 11, 2005, which was declared effective by the SEC on
March 21, 2005.

Also in February 2005, through ADM Cinema Corporation, our wholly-owned
subsidiary ("ADM Cinema"), we consummated the acquisition of substantially
all of the assets of the Pavilion Movie Theatre located in the Park Slope
section of Brooklyn, New York ("Pavilion Theatre") from Pritchard Square
Cinema, LLC ("Pavilion Theatre Seller"). The Pavilion Theatre is an
eight-screen movie theatre and cafe and is a component of the Media Services
segment. Continuing to operate as a fully functional multiplex, the Pavilion
Theatre will also become our showplace to demonstrate our integrated digital
cinema solutions to the movie entertainment industry.

We offer interrelated services that use each of our business units for the
planning, purchasing, delivery and management of digital content -- such as
movies, advertising, trailers and alternative content, including concerts,
seminars and sporting events -- to movie theater and other venue operators.
We believe that our ability to offer a wide range of fully managed services
will differentiate us from other service providers, including distributors of
other types of digital media.

During the fiscal year ended March 31, 2005, we received 62% of our revenue
from the Data Center Services segment and 38% of our revenue from the Media
Services segment. During the fiscal year ended March 31, 2004, we received
81% of our revenue from the Data Center Services segment and 19% of our
revenue from the Media Services segment. For the fiscal year ended March 31,
2005, KMC Telecom, an IDC customer, comprised approximately 18% of our
revenues. Our contract with KMC Telecom expires on December 15, 2005, with
respect to which we have received an indication from KMC Telecom that they
will not renew the contract for at least some of the current sites that they
are licensing under such contract. No other single customer accounted for
greater than 10% of revenues during the fiscal year ended March 31, 2005.

Our principal executive offices are at 55 Madison Avenue, Suite 300,
Morristown, NJ 07960, and our telephone number at such offices is (973)
290-0080. Our e-mail address is investor@accessitx.com and our web site
address is www.accessitx.com. Information accessed on or through our web
site does not constitute a part of this prospectus.

THE OFFERING

Class A common stock offered
by selling security holders.........1,198,375 shares (1)

Common stock equivalents
presently outstanding...............12,394,209 shares (2)

Common stock equivalents to be
outstanding immediately
after this offering.................12,394,209 shares (2)

Use of proceeds.....................We will not receive any proceeds from the
resale of shares of our Class A common
stock by the selling security holders,
other than payment of the exercise price
of the warrants.

American Stock Exchange symbol......AIX

(1) This prospectus covers the resale by the selling security holders named in
this prospectus of up to 906,500 shares of our Class A common stock and up
to 291,875 shares of our Class A common stock issuable upon the exercise of
warrants issued to those selling security holders, of which 60,875 shares
of our Class A common stock are issuable upon exercise of warrants issued
to the placement agent of our private offering. The offered shares were
acquired by the selling security holders in a private placement transaction
which was exempt from the registration requirements of the Securities Act
of 1933. The selling security holders may offer to sell the shares of Class
A common stock being offered in this prospectus at fixed prices, at
prevailing market prices at the time of sale, at varying prices or at
negotiated prices. Please see "Plan of Distribution" in this prospectus for
a detailed explanation of how the shares of Class A common stock may be
sold.

(2) Reflects 11,468,398 outstanding shares of our Class A common stock as of
July 20, 2005, and 925,811 outstanding shares of our Class B common stock
as of July 20, 2005, which are convertible into 925,811 shares of Class A
common stock; excludes up to 4,618,744 shares of Class A common stock
issuable upon the exercise of outstanding warrants and options, and shares
issuable upon the conversion of convertible notes as of July 20, 2005.
Please see "Description of Securities" in this prospectus for a discussion
of our capital stock.

This prospectus contains our trademarks, tradenames and servicemarks and also
contains certain trademarks, tradenames and servicemarks of other parties.

-----------------

RISK FACTORS

AN INVESTMENT IN OUR CLASS A COMMON STOCK INVOLVES A HIGH DEGREE OF RISK AND
UNCERTAINTY. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE
DECIDING TO INVEST IN OUR CLASS A COMMON STOCK. THE RISKS DESCRIBED BELOW ARE
NOT THE ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO
US OR THAT WE PRESENTLY CONSIDER IMMATERIAL MAY ALSO ADVERSELY AFFECT OUR
COMPANY. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS COULD BE MATERIALLY ADVERSELY
AFFECTED. IN THAT CASE, THE TRADING PRICE OF OUR CLASS A COMMON STOCK COULD
DECLINE, AND YOU COULD LOSE ALL OR PART OR YOUR INVESTMENT. IN ASSESSING
THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION INCLUDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, INCLUDING THE CONSOLIDATED
FINANCIAL STATEMENTS AND NOTES THERETO OF OUR COMPANY INCLUDED ELSEWHERE IN
THIS PROSPECTUS.

WE HAVE INCURRED LOSSES SINCE OUR INCEPTION.

We have incurred losses since our inception in March 2000 and have financed
our operations principally through equity investments and borrowings. We
incurred net losses of $4.8 million and $6.8 million in the fiscal years
ended March 31, 2004 and 2005, respectively. As of March 31, 2005, we had
working capital of $1.7 million and cash and cash equivalents of $4.8
million; we had an accumulated deficit of $21.5 million; and, from inception
through such date, we had used $8.5 million in cash for operating activities.
Our net losses are likely to continue for the foreseeable future.

Our profitability is dependent upon us achieving a sufficient volume of
business from our customers. If we cannot achieve a high enough volume, we
likely will incur additional net and operating losses. We may be unable to
continue our business as presently conducted unless we obtain funds from
additional financings.

Our net losses and negative cash flows may increase as and to the extent that
we increase the size of our business operations, increase our sales and
marketing activities, enlarge our customer support and professional services
and acquire additional businesses. These efforts may prove to be more
expensive than we currently anticipate which could further increase our
losses. We must significantly increase our revenues in order to become
profitable. We cannot reliably predict when, or if, we will become
profitable. Even if we achieve profitability, we may not be able to sustain
it. If we cannot generate operating income or positive cash flows in the
future, we will be unable to meet our working capital requirements.

WE HAVE LIMITED EXPERIENCE IN OUR BUSINESS OPERATIONS, WHICH MAY NEGATIVELY
AFFECT OUR ABILITY TO GENERATE SUFFICIENT REVENUES TO ACHIEVE PROFITABILITY.

We were incorporated on March 31, 2000. Our first IDC became operational in
December 2000. In addition to our data center operations, we have expanded
into the following new business areas: (a) providing back office
transactional software for distributors and exhibitors of filmed and digital
entertainment through our wholly-owned subsidiary, Hollywood SW; (b)
providing software and systems for the delivery of digital entertainment,
such as movies, to movie theaters and other venues through our wholly-owned
subsidiary, AccessDM; (c) providing information technologies, secure system
monitoring of telecommunications and data network outsourcing through our
wholly-owned subsidiary, Managed Services, and (d) providing satellite
delivery services through our wholly-owned subsidiary FiberSat; and (e)
operation of a movie theatre, through our wholly-owned subsidiary ADM
Cinema. Although we have retained the senior management of Hollywood SW,
Managed Services, and FiberSat, we have little experience in these new areas
of business and cannot assure you that we will be able to develop and market
the services provided thereby. None of these new businesses is directly
related to our data center operations and we cannot assure you that any of
them will complement our data center operations, or vice versa. We also
cannot assure you that we will be able to successfully operate these
businesses. Our efforts to expand into these five new business areas may
prove costly and time-consuming and may divert a considerable amount of
resources from our data center operations.

Our lack of operating experience in the digital cinema industry and providing
transactional software for movie distributors could result in:

o increased operating and capital costs;

o an inability to effect a viable growth strategy;

o service interruptions for our customers; and

o an inability to attract and retain customers.

We may not be able to generate sufficient revenues to achieve profitability
through the operation of our data centers, our digital cinema business or our
movie distribution software business. We cannot assure you that we will be
successful in marketing and operating these new businesses or, even if we are
successful in doing so, that we will not experience additional losses.

OUR RECENT ACQUISITIONS INVOLVE RISKS, INCLUDING OUR INABILITY TO INTEGRATE
SUCCESSFULLY THE NEW BUSINESSES AND OUR ASSUMPTION OF CERTAIN LIABILITIES.

We have recently made meaningful acquisitions to expand into new business
areas. However, we may experience costs and hardships in integrating the new
acquisitions into our current business structure. On November 3, 2003, we
acquired Hollywood SW and on January 9, 2004, we acquired Managed Services.
On March 29, 2004, we acquired assets used in the operations of Boeing
Digital, a business unit of Boeing, which we integrated into the business of
AccessDM. On November 17, 2004, we acquired assets of FiberSat. Most
recently, on February 11, 2005, we acquired the Pavilion Theatre through ADM
Cinema, our wholly-owned subsidiary. We may not be able to integrate
successfully the acquired businesses and assets into our existing business.
We cannot assure you that we will be able to effectively market the services
provided by Hollywood SW, AccessDM, Managed Services, FiberSat and the
Pavilion Theatre along with our data centers. Further, these new businesses
and assets may involve a significant diversion of our management time and
resources and be costly. Our acquisition of these businesses and assets also
involves the risks that the businesses and assets acquired may prove to be
less valuable than we expected and/or that we may assume unknown or
unexpected liabilities, costs and problems. In addition, we assumed certain
liabilities in connection with these acquisitions and we cannot assure you
that we will be able to adequately pay off such assumed liabilities. Other
companies that offer similar products and services may be able to market and
sell their products and services more cost-effectively than we can.

BECAUSE THE USE OF ACCESSDM'S SERVICES LARGELY DEPENDS ON THE EXPANDED USE OF
DIGITAL PRESENTATIONS REQUIRING ELECTRONIC DELIVERY, IF SUCH EXPANDED USE
DOES NOT OCCUR, NO VIABLE MARKET FOR ACCESSDM'S SERVICES MAY DEVELOP.

Even if we are among the first to develop software and systems for the
delivery of digital content to movie theaters and other venues, the demand
for them will largely depend on a concurrent expansion of digital
presentations at theaters, which may not occur for several years. There can
be no assurance, however, that major movie studios that currently rely on
traditional distribution networks to provide physical delivery of digital
files will adopt a different method, particularly electronic delivery, of
distributing digital content to movie theaters. If the development of digital
presentations and changes in the way digital files are delivered does not
occur, there may be no viable market for AccessDM's delivery systems and
software.

IF WE DO NOT MANAGE OUR GROWTH, OUR BUSINESS WILL BE HARMED.

We may not be successful in managing our rapid growth. Since February 2003,
we acquired five businesses and in connection with those acquisitions, we
formed three more subsidiaries. These subsidiaries operate in business areas
different from our data center operations business. The number of our
employees has grown from 11 in March 2003 to 34 in March 2004 and to 93 in
March 2005. Past growth has placed, and future growth will continue to
place, a significant challenge to our management and resources, related to
the successful integration of the newly acquired businesses. To manage the
expected growth of our operations, we will need to improve our existing and
implement new operational and financial systems, procedures and controls. We
may also need to expand our finance, administrative, client services and
operations staff and train and manage our growing employee base effectively.
Our current and planned personnel, systems, procedures and controls may not
be adequate to support our future operations. Our business, results of
operations and financial position will suffer if we do not effectively manage
our growth.

WE MAY NOT BE ABLE TO GENERATE THE AMOUNT OF CASH NEEDED TO FUND OUR FUTURE
OPERATIONS.

Our ability either to make payments on or to refinance our indebtedness, or
to fund planned capital expenditures and research and development efforts,
may depend on our ability to generate cash in the future. Our ability to
generate cash is in part subject to general economic, financial, competitive,
regulatory and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from
operations and available cash financed through the issuance of common stock
and promissory notes will be adequate to meet our future liquidity needs for
at least one year from the date of this propspectus. Significant assumptions
underlie this belief, including, among other things, that there will be no
material adverse developments in our business, liquidity or capital
requirements. If we are unable to service our indebtedness, we will be forced
to adopt an alternative strategy that may include actions such as:

o reducing capital expenditures;

o reducing research and development efforts;

o selling assets;

o restructuring or refinancing our remaining indebtedness; and

o seeking additional funding.

We cannot assure you, however, that our business will generate sufficient
cash flow from operations, or that we will be able to make future borrowings
in amounts sufficient to enable us to pay the principal and interest on our
current indebtedness or to fund our other liquidity needs. We may need to
refinance all or a portion of our indebtedness on or before maturity. We
cannot assure you that we will be able to refinance any of our indebtedness
on commercially reasonable terms or at all.

WE MAY CONTINUE TO HAVE CUSTOMER CONCENTRATION IN OUR BUSINESS, AND THE LOSS
OF ONE OR MORE OF OUR LARGEST CUSTOMERS COULD HAVE A MATERIAL ADVERSE EFFECT
ON US.

We expect that we will rely, at least in the near future, upon a limited
number of customers for a substantial percentage of our revenues and may
continue to have customer concentration company-wide. For fiscal years ended
2004 and 2005, our four largest customers accounted for approximately 54% and
40% of our revenues, respectively (our largest customer, KMC Telecom,
accounted for approximately 27% and 18%, respectively of our revenues for
such fiscal years). Our contract with KMC Telecom expires on December 15,
2005, with respect to which we have received an indication from KMC Telecom
that they will not renew the contract for at least some of the current sites
that they are licensing under such contract. The revenues generated from our
IDC business constituted approximately 62% of our total revenue for the
fiscal year ended March 31, 2005.

To date, AccessDM has generated revenues of $260,000 for the fiscal year
ended March 31, 2005, and we anticipate that AccessDM's revenues will grow
significantly although there can be no assurances of this. For the fiscal
year ended March 31, 2005, the five largest customers of Hollywood SW
accounted for approximately 78% of its revenues (its largest customer, 20th
Century Fox, accounted for approximately 35% of its revenues for such
period). For the fiscal year ended March 31, 2005, the four largest customers
of Managed Services and FiberSat accounted for approximately 54% and 73% of
their respective revenues. A loss of or decrease in business from one or more
of our largest customers for any reason could have a material adverse effect
on our business, financial position and results of operations.

OUR SUBSTANTIAL DEBT AND LEASE OBLIGATIONS COULD IMPAIR OUR FINANCIAL
FLEXIBILITY AND OUR COMPETITIVE POSITION.

We now have, and will continue to have, significant debt obligations. We
currently have notes payable to third parties with principal amounts
aggregating $14.1 million as of March 31, 2005. We also have capital lease
obligations with principal amounts aggregating $6.5 million as of March 31,
2005.

These obligations could have important consequences for us, including:

o limiting our ability to obtain necessary financing in the future and
make it more difficult for us to satisfy our lease and debt
obligations;

o requiring us to dedicate a substantial portion of our cash flow to
payments on our lease and debt obligations, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures and other corporate requirements;

o making us more vulnerable to a downturn in our business and limit our
flexibility to plan for, or react to, changes in our business; and

o placing us at a competitive disadvantage compared to competitors that
might have stronger balance sheets or better access to capital by, for
example, limiting our ability to enter into new markets.

o If we are unable to meet our lease and debt obligations, we could be
forced to restructure or refinance our obligations, to seek additional
equity financing or to sell assets, which we may not be able to do on
satisfactory terms or at all. As a result, we could default on those
obligations.

AN INABILITY TO OBTAIN NECESSARY FINANCING MAY HAVE A MATERIAL ADVERSE EFFECT
ON OUR FINANCIAL POSITION, OPERATIONS AND PROSPECTS IF UNANTICIPATED CAPITAL
NEEDS ARISE.

Our capital requirements may vary significantly from what we currently
project and be affected by unforeseen delays and expenses. We may experience
problems, delays, expenses and difficulties frequently encountered by
similarly-situated companies, as well as difficulties as a result of changes
in economic, regulatory or competitive conditions. If we encounter any of
these problems or difficulties or have underestimated our operating losses or
capital requirements, we may require significantly more financing than we
currently anticipate. We cannot assure you that we will be able to obtain any
required additional financing on terms acceptable to us, if at all. We will
be restricted on the type and amount of additional indebtedness that we may
incur as a result of our acquisition of Hollywood SW. In connection with the
acquisition of Hollywood SW, we issued secured promissory notes to the
sellers that will be senior to all indebtedness during the term of those
notes other than any debt provided by a bank or institutional lender, which
is less than $1 million in aggregate principal amount, unsecured or secured
by the assets of Hollywood SW and its subsidiaries. We will also be
restricted on the type of additional indebtedness that we may incur as a
result of our Convertible Debentures. An inability to obtain necessary
financing could have a material adverse effect on our financial position,
operations and prospects.

OUR PLAN TO ACQUIRE ADDITIONAL BUSINESSES INVOLVES RISKS, INCLUDING OUR
INABILITY SUCCESSFULLY TO COMPLETE AN ACQUISITION, OUR ASSUMPTION OF
LIABILITIES, DILUTION OF YOUR INVESTMENT AND SIGNIFICANT COSTS.

We intend to make further acquisitions of similar or complementary businesses
or assets, although there are no acquisitions identified by us as probable at
this time. Even if we identify appropriate acquisition candidates, we may be
unable to negotiate successfully the terms of the acquisitions, finance them,
integrate the acquired business into our then existing business and/or
attract and retain customers. Completing an acquisition and integrating an
acquired business, including our recently acquired businesses, may require a
significant diversion of management time and resources and involves assuming
new liabilities. Any acquisition also involves the risks that the assets
acquired may prove less valuable than expected and/or that we may assume
unknown or unexpected liabilities, costs and problems. If we make one or
more significant acquisitions in which the consideration consists of our
capital stock, your equity interest in our company could be diluted, perhaps
significantly. If we were to proceed with one or more significant
acquisitions in which the consideration included cash, we could be required
to use a substantial portion of our available cash, or obtain additional
financing to consummate them.

WE EXPECT COMPETITION TO BE INTENSE: IF WE ARE UNABLE TO COMPETE
SUCCESSFULLY, OUR BUSINESS AND RESULTS OF OPERATIONS WILL BE SERIOUSLY
HARMED.

The market for the IDC facilities and managed services business, the digital
cinema business and the movie distribution software business, although
relatively new, are competitive, evolving and subject to rapid technological
and other changes. We expect the intensity of competition in each of these
areas to increase in the future. Companies willing to expend the necessary
capital to create facilities and/or software similar to ours may compete with
our business. Increased competition may result in reduced revenues and/or
margins and loss of market share, any of which could seriously harm our
business. In order to compete effectively in each of these fields, we must
differentiate ourselves from competitors.

Many of our current and potential competitors have longer operating histories
and greater financial, technical, marketing and other resources than us,
which may permit them to adopt aggressive pricing policies. As a result, we
may suffer from pricing pressures that could adversely affect our ability to
generate revenues and our results of operations. Many of our competitors also
have significantly greater name and brand recognition and a larger customer
base than us. We may not be able to compete successfully with our
competitors. If we are unable to compete successfully, our business and
results of operations will be seriously harmed.

WE FACE THE RISKS OF AN EARLY-STAGE COMPANY IN A NEW AND RAPIDLY EVOLVING
MARKET AND MAY NOT BE ABLE SUCCESSFULLY TO ADDRESS SUCH RISKS AND EVER BE
SUCCESSFUL OR PROFITABLE.

We have encountered and will continue to encounter the challenges,
uncertainties and difficulties frequently experienced by early-stage
companies in new and rapidly evolving markets, including:

o lack of operating experience;

o net losses;

o lack of sufficient customers;

o insufficient revenues and cash flow to be self-sustaining;

o necessary capital expenditures;

o an unproven business model;

o a changing business focus; and

o difficulties in managing potentially rapid growth.

This is particularly the case with respect to our newly acquired businesses.
We cannot assure you that we will ever be successful or profitable.

MANY OF OUR CORPORATE ACTIONS MAY BE CONTROLLED BY OUR OFFICERS, DIRECTORS
AND PRINCIPAL STOCKHOLDERS; THESE ACTIONS MAY BENEFIT THESE PRINCIPAL
STOCKHOLDERS MORE THAN OUR OTHER STOCKHOLDERS.

As of March 31, 2005, our directors, executive officers and principal
stockholders beneficially own, directly or indirectly, in the aggregate,
approximately 41% of our outstanding common stock. In particular, A. Dale
Mayo, our President and Chief Executive Officer, beneficially holds 965,811
shares of Class B common stock, 9,601 shares of Class A common stock, and
notes which are convertible into 45,810 shares of Class A common stock, which
collectively represent approximately 10% of our outstanding common stock, but
due to the supervoting Class B common stock, represent approximately 51% of
the voting power. These stockholders, and Mr. Mayo himself, will have
significant influence over our business affairs, with the ability to control
matters requiring approval by our security holders, including elections of
directors and approvals of mergers or other business combinations. Our Class
B common stock entitles the holder to ten votes per share. The shares of
Class A common stock have one vote per share. Also, certain corporate
actions directed by our officers may not necessarily inure to the
proportional benefit of other stockholders of our company; under his
employment agreement, for example, Mr. Mayo is entitled to receive cash
bonuses based on our revenues, regardless of our earnings, if any.

OUR SUCCESS WILL SIGNIFICANTLY DEPEND ON OUR ABILITY TO HIRE AND RETAIN KEY
PERSONNEL.

Our success will depend in significant part upon the continued services of
our key technical, sales and senior management personnel. If we lose one or more
of our key employees, we may not be able to find a suitable replacement(s) and
our business and results of operations could be adversely affected. In
particular, our performance depends significantly upon the continued service of
A. Dale Mayo, our President and Chief Executive Officer, whose experience and
relationships in the movie theater industry are integral to our business,
particularly in the business areas of Hollywood SW and AccessDM. Although we
have obtained two $5 million key-man life insurance policies in respect of Mr.
Mayo, the loss of his services would have a material and adverse effect on our
business, operations and prospects. Each policy carries a death benefit of $5
million, and while we are the beneficiary of each

policy, under one of the policies the proceeds will be used to repurchase,
after reimbursement of all premiums paid by us some, or all, of the shares of
our capital stock held by Mr. Mayo's estate at the then-determined fair market
value. We also rely on the experience and expertise of Russell J. Wintner,
AccessDM's President and Chief Operating Officer, the two co-founders of
Hollywood SW, David Gajda and Robert Jackovich, and Ravi Patel, FiberSat's
President and Chief Operating Officer. In addition, our future success will
depend upon our ability to hire, train, integrate and retain qualified new
employees.

IF WE ARE NOT SUCCESSFUL IN PROTECTING OUR INTELLECTUAL PROPERTY, OUR
BUSINESS WILL SUFFER.

We depend heavily on technology to operate our business. Our success depends
on protecting our intellectual property, which is one of our most important
assets. Although we do not currently hold any copyrights, patents or
registered trademarks, we do have intellectual property consisting of:

o licensable software products;

o rights to certain domain names;

o registered service marks on certain names and phrases;

o various unregistered trademarks and service marks;

o know-how; and

o rights to certain logos.

If we do not adequately protect our intellectual property, our business,
financial position and results of operations would be harmed. Our means of
protecting our intellectual property may not be adequate. Unauthorized
parties may attempt to copy aspects of our intellectual property or to obtain
and use information that we regard as proprietary. In addition, competitors
may be able to devise methods of competing with our business that are not
covered by our intellectual property. Our competitors may independently
develop similar technology, duplicate our technology or design around any
intellectual property that we may obtain.

The success of some of our business operations depends on the proprietary
nature of certain software. We do not, however, have any patents with
respect to such software. Because there is no patent protection in respect
of our software, other companies are not prevented from developing and
marketing similar software. We cannot assure you, therefore, that we will not
face more competitors or that we can compete effectively against any
companies that develop similar software. We also cannot assure you that we
can compete effectively or not suffer from pricing pressure with respect to
our existing and developing products that could adversely affect our ability
to generate revenues.

Although we hold rights to various web domain names, regulatory bodies in the
United States and abroad could establish additional top-level domains,
appoint additional domain name registrars or modify the requirements for
holding domain names. The relationship between regulations governing domain
names and laws protecting trademarks and similar proprietary rights is
unclear. We may be unable to prevent third parties from acquiring domain
names that are similar to or diminish the value of our proprietary rights.

SERVICE AND OTHER INTERRUPTIONS COULD POTENTIALLY REDUCE OUR REVENUES AND
HARM OUR REPUTATION AND FINANCIAL RESULTS.

Our facilities and our customers' equipment are vulnerable to damage from
human error, physical or electronic security breaches, power loss, other
facility failures, fire, earthquake, water damage, sabotage, vandalism and
similar events. In addition, our customers would be adversely affected by the
failure of carriers to provide network access to our facilities as a result
of any of these events. Any of these events or other unanticipated problems
could interrupt our customers' ability to provide services from our
facilities. This could damage our reputation, make it difficult to

attract new and retain customers and cause our customers to terminate their
contracts with us and to seek damages. Any of these events could have a material
adverse effect on our business, financial position and prospects.

WE DEPEND ON RELATIONSHIPS WITH THIRD PARTIES, WHICH, IF NOT MAINTAINED, MAY
ADVERSELY AFFECT OUR ABILITY TO PROVIDE SERVICES TO OUR CUSTOMERS.

We are not a communications carrier and, therefore, we rely substantially on
third parties to provide our customers with access to voice, data and
Internet networks. We must maintain relationships with third-party network
providers in order to offer our data center customers access to a choice of
networks. Many carriers have their own data center facilities and may be
reluctant to provide network services at our data centers. As a result, some
carriers may choose not to connect their services to our data centers. We do
not own any real property and depend on our ability to negotiate favorable
lease terms with the owners of our data center facilities. The use of our
IDCs is limited to the extent that we do not extend or renew our leases, in
which case we might not be able to accommodate our customers, particularly if
we were unable to relocate timely to a comparable facility.

The availability of an adequate supply of electrical power and the
infrastructure to deliver that power is critical to our ability to attract
and retain customers and achieve profitability. We rely on third parties to
provide electrical power to our data centers, and cannot be certain that
these parties will provide adequate electrical power or that we will have the
necessary infrastructure to deliver such power to our customers. If the
electrical power delivered to our facilities is inadequate to support our
customers' requirements or if delivery is not timely, our results of
operations and financial position may be materially and adversely affected.

WE MAY HAVE DIFFICULTY COLLECTING PAYMENTS FROM SOME OF OUR CUSTOMERS AND
INCUR COSTS AS A RESULT.

A number of our customers are early stage companies. In addition, many of
our customers are telecommunications companies, and many telecommunications
companies have been experiencing significant financial difficulties. There is
a risk that these companies will experience difficulty paying amounts owed to
us, and we might not be able to collect on a timely basis all monies owed to
us by some of them. Although we intend to remove customers that do not pay us
in a timely manner, we may experience difficulties and costs in collecting
from or removing these customers.

IF WE DO NOT RESPOND TO FUTURE ADVANCES IN TECHNOLOGY AND CHANGES IN CUSTOMER
DEMANDS, OUR FINANCIAL POSITION, PROSPECTS AND RESULTS OF OPERATIONS MAY BE
ADVERSELY AFFECTED.

The demand for our digital cinema business, movie distribution software and
data centers will be affected, in large part, by future advances in
technology and changes in customer demands. Our success will also depend on
our ability to address the increasingly sophisticated and varied needs of our
existing and prospective customers.

We cannot assure you that there will be a demand for the digital cinema
software and delivery services provided by AccessDM. AccessDM's
profitability depends largely upon the general expansion of digital
presentations at theaters, which may not occur for several years. There can
be no assurance that major movie studios relying on traditional distribution
networks to provide physical delivery of digital files will adopt a different
method, particularly electronic delivery, of distributing digital content to
movie theaters. If the development of digital presentations and changes in
the way digital files are delivered does not occur, there may be no viable
market for AccessDM's software and systems.

WE MAY BE SUBJECT TO ENVIRONMENTAL RISKS RELATING TO THE ON-SITE STORAGE OF
DIESEL FUEL AND BATTERIES.

Our data centers contain tanks for the storage of diesel fuel for our
generators and significant quantities of lead acid batteries used to provide
back-up power generation for uninterrupted operation of our customers'
equipment. We cannot assure you that our systems will be free from leaks or
that use of our systems will not result in spills. Any leak or spill,
depending on such factors as the nature and quantity of the materials
involved and the environmental setting, could result in interruptions to our
operations and the incurrence of significant costs; particularly to the
extent we incur liability under applicable environmental laws. This could
have a material adverse effect on our business, financial position and
results of operations.

RISKS RELATING TO OUR CLASS A COMMON STOCK

THE LIQUIDITY OF OUR CLASS A COMMON STOCK IS UNCERTAIN; THE LIMITED TRADING
VOLUME OF OUR CLASS A COMMON STOCK MAY DEPRESS THE PRICE OF SUCH STOCK OR
CAUSE IT TO FLUCTUATE SIGNIFICANTLY.

Although shares of our Class A common stock are listed on the American Stock
Exchange (the "AMEX"), there has been a limited public market for our Class A
common stock and there can be no assurance that an active trading market for
our common stock will develop. As a result, you may not be able to sell your
shares of Class A common stock in short time periods, or possibly at all.
The absence of an active trading market may cause the price per share of our
Class A common stock to fluctuate significantly.

SUBSTANTIAL RESALES OF OUR CLASS A COMMON STOCK COULD DEPRESS OUR STOCK
PRICE.

The market price for our Class A common stock could decline, perhaps
significantly, as a result of resales of a large number of shares of Class A
common stock in the public market or even the perception that such resales
could occur, including resales of the shares being registered hereunder
pursuant to the registration statement of which this prospectus is a part. In
addition, we have a substantial number of options, warrants and other
securities convertible into shares of our Class A common stock outstanding
that may be exercised in the future. Certain holders of these warrants and
convertible securities, as well as holders of our outstanding shares of Class
A common stock, have piggy-back registration rights and the holder of shares
of Class A common stock issuable in exchange for its shares of preferred
stock and certain warrants has demand and piggy-back registration rights.
These factors could also make it more difficult for us to raise funds through
future offerings of our equity securities.

YOU WILL INCUR SUBSTANTIAL DILUTION AS A RESULT OF CERTAIN FUTURE EQUITY
ISSUANCES.

We have a substantial number of options, warrants and other securities
currently outstanding which may be immediately converted into shares of our
Class A common stock. To the extent that these options, warrants or similar
securities are exercised or converted, as the case may be, there will be
further dilution to holders of shares of our Class A common stock.

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND DELAWARE LAW COULD MAKE IT
MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US.

Provisions of our certificate of incorporation, as well as of Section 203 of
the Delaware General Corporation Law (the "DGCL") could make it more
difficult for a third party to acquire us, even if doing so might be
beneficial to our stockholders.

Our certificate of incorporation authorizes the issuance of 15,000,000 shares
of preferred stock. The terms of our preferred stock may be fixed by the
company's board of directors without further stockholder action. The terms of
any outstanding series or class of preferred stock may include priority
claims to assets and dividends and special voting rights, which could
adversely affect the rights of holders of our Class A common stock. Any
future issuance(s) of preferred stock could make the takeover of the company
more difficult, discourage unsolicited bids for control of the company in
which our stockholders could receive premiums for their shares, dilute or
subordinate the rights of holders of Class A common stock and adversely
affect the trading price of our Class A common stock.

Under Section 203 of the DGCL, Delaware corporations whose securities are
listed on a national securities exchange, like the AMEX, may not engage in
business combinations such as mergers or acquisitions with any interested
stockholders, defined as an entity or person beneficially owning 15% or more
of our outstanding common stock without obtaining certain prior approvals. As
a result of the application of Section 203, potential acquirers of the
company may be discouraged from attempting to effect an acquisition
transaction with the company, thereby depriving holders of the company's
securities of opportunities to sell or otherwise dispose of the securities at
prices above prevailing market prices.

WE MAY NOT BE ABLE TO MAINTAIN LISTING ON THE AMEX, WHICH MAY ADVERSELY
AFFECT THE ABILITY OF PURCHASERS IN THIS OFFERING TO RESELL THEIR SECURITIES
IN THE SECONDARY MARKET.

Our Class A common stock is presently listed on the AMEX. However, we cannot
assure you that the company will meet the criteria for continued listing on
the AMEX. If the company is unable to meet the continued listing criteria of
the AMEX and became delisted, trading of the Class A common stock could
thereafter be conducted in the over-the-counter market in the so-called "pink
sheets" or, if available, the NASD's Electronic Bulletin Board. In such

case, an investor would likely find it more difficult to dispose of, or to
obtain accurate market quotations for, the company's securities.

If the shares of Class A common stock were delisted from the AMEX, they may
become subject to Rule 15g-9 under the Exchange Act, which imposes sales
practice requirements on broker-dealers that sell such securities to persons
other than established customers and "accredited investors." Application of
this Rule could adversely affect the ability and/or willingness of
broker-dealers to sell the company's securities and may adversely affect the
ability of purchasers in this offering to resell their securities in the
secondary market.

USE OF PROCEEDS

We will receive no proceeds from the sale of any of or all of the shares
being offered by the selling security holders under this prospectus. We may
receive an amount of up to approximately $1,401,000 upon the exercise of the
warrants, if exercised, as to which we are registering the resale of the
underlying shares of Class A common stock. Any proceeds that we receive from
the exercise of outstanding warrants will be used by us for general working
capital. The actual allocation of proceeds realized from the exercise of
these securities will depend upon the amount and timing of such exercises,
our operating revenues and cash position at such time and our working capital
requirements. There can be no assurances that any of the outstanding warrants
will be exercised.

SELLING STOCKHOLDERS

The following table sets forth as of July 15, 2005, certain information with
respect to the beneficial ownership of the Class A common stock as to each
selling stockholder.

SHARES
WHICH MAY
BE OFFERED
PURSUANT
SHARES BENEFICIALLY OWNED TO THIS SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING (A) OFFERING AFTER OFFERING

NAME NUMBER PERCENT NUMBER NUMBER(B) PERCENT(A)
Lagunitas Partners LP,
c/o Gruber & McBaine,
50 OsgoodPlace, Penthouse,
San Francisco, CA 94133................ 235,250 (c) 2.5% 225,000 (c) 10,250 (u) *

Gruber & McBaine International
c/o Gruber & McBaine
50 Osgood Place, Penthouse
San Francisco, CA 94133................ 78,000 (d) * 75,000 (d) 3,000 (u) *

Jon D and Linda W Gruber Trust
c/o Gruber & McBaine
50 Osgood Place, Penthouse
San Francisco, CA 94133................ 371,650 (e) 3.9% 45,000 (e) 326,650 (u) 3.4%

J. Patterson McBaine
c/o Gruber & McBaine
50 Osgood Place, Penthouse
San Francisco, CA 94133................ 45,000 (f) 3.9% 45,000 (f) 326,650 (u) 3.4%

Straus-GEPT Partners, LP,
Straus Asset Management,
605 Third Avenue,
New York, NY 10158-3698................ 30,000 (g) * 30,000 (g) -- --

Straus Partners, LP,
Straus Asset Management,
605 Third Avenue,
New York, NY 10158-3698. .............. 45,000 (h) * 45,000 (h) -- --

Omicron Master Trust,
Omicron Capital, LP,
810 Seventh Avenue, 39th Floor,
New York, NY 10019..................... 36,500 (i) * 36,500 (i) -- --

033 Growth Partners I, LP,
033 Asset Management LLC,
125 High Street, Suite 1405,
Boston, MA 02110....................... 24,609 (j) * 24,609 (j) -- --

033 Growth Partners II, LP,
033 Asset Management LLC, 125
High Street, Suite 1405,
Boston, MA 02110....................... 7,633 (k) * 7,633 (k) -- --

033 Growth International
Fund, Ltd, 033 Asset Management LLC,
125 High Street, Suite 1405,
Boston, MA 02110....................... 12,171 (l) * 12,171 (l) -- --

Oyster Pond Partners, LP, 033
Asset Management LLC, 125
High Street, Suite 1405,
Boston, MA 02110....................... 5,587 (m) * 5,587 (m) -- --

Frost National Bank, FBO Renaissance

US Growth Investment Trust PLC,
c/o RENN Capital Group, Inc.,
8080 N. Central Expressway,
Suite 210, LB-59,
Dallas, TX 75206....................... 150,000 (n) 1.5% 150,000 (n) -- --

Frost National Bank, FBO BFS
US Special Opportunities
Trust PLC, c/o RENN Capital
Group, Inc., 8080 N. Central
Expressway, Suite 210, LB-59,
Dallas, TX 75206....................... 150,000 (o) 1.5% 150,000 (o) -- --

MicroCapital Fund LP, 201
Post Street, Suite 1001, San
Francisco, CA 94108.................... 135,000 (p) 1.4% 135,000 (p) -- --

MicroCapital Fund Ltd., 201
Post Street, Suite 1001, San
Francisco, CA 94108.................... 90,000 (q) * 90,000 (q) -- --

Neal Ira Goldman, c/o Goldman
Capital Management, 220 East
42 Street, 29th Floor, New
York, NY 10017......................... 25,000 * 25,000 -- --

Guerrilla IRA Partners, 237
Park Avenue, 9th Floor, New
York, NY 10017......................... 6,000 (r) * 6,000 (r) -- --

Guerrilla Partners, 237 Park
Avenue, 9th Floor, New York,
NY 10017............................... 30,000 (s) * 30,000 (s) -- --

Roth Capital Partners, LLC,
11100 Santa Monica Blvd., 8th
Floor, Los Angeles, CA 90025........... 60,875 (t) * 60,875 (t) -- --

Total Selling Stockholders........ 1,538,275 15.6% 1,198,375 666,550 7.0%

--------------------
* Less than 1%
(a) Applicable percentage of ownership is based on 9,556,857 shares of Class
A common stock outstanding as of July 15, 2005 together with all
applicable options, warrants and other securities convertible into
shares of our Class A common stock for such stockholder. Beneficial
ownership is determined in accordance with the rules of the SEC, and
includes voting and investment power with respect to shares. Shares of
Class A common stock subject to options, warrants or other convertible
securities exercisable within 60 days after July 15, 2005 are deemed
outstanding for computing the percentage ownership of the person holding
such options, warrants or other convertible securities, but are not
deemed outstanding for computing the percentage of any other person.
Except as otherwise noted, the named beneficial owner has the sole
voting and investment power with respect to the shares shown.
(b) Assumes sale of all shares offered under this prospectus.
(c) Includes 37,500 shares of Class A common stock underlying warrants.
(d) Includes 12,500 shares of Class A common stock underlying warrants.
(e) Includes 7,500 shares of Class A common stock underlying warrants. Mr.
Jon D. Gruber, one of the trustors of Jon D and Linda W Gruber Trust, is
a manager of Gruber & McBaine Capital Management where he has investment
and voting power. Gruber & McBaine Capital Management is the general
partner of Lagunitas Partners LP and the investment advisor for Gruber &
McBaine International which beneficially own 235,250 and 78,000 shares
of Class A common stock, respectively. Also, Gruber & McBaine Capital
Management is the investment advisor for certain investors ("Investors")
who beneficially own in the aggregate of 10,450 shares of Class A common
stock. Mr. Gruber disclaims beneficial ownership of these shares held
by Lagunitas Partners LP, Gruber & McBaine International and the
Investors.
(f) Includes 7,500 shares of Class A common stock underlying warrants. Mr.
McBaine is a manager of Gruber & McBaine Capital Management where he has
investment and voting power. Gruber & McBaine Capital Management is the
general partner of Lagunitas Partners LP and the investment advisor for
Gruber & McBaine International which beneficially own 235,250 and 78,000
shares of Class A common stock,

respectively. Also, Gruber & McBaine Capital Management is the investment
advisor for the Investors who beneficially own in the aggregate of 10,450
shares of Class A common stock. Mr. McBaine disclaims beneficial ownership
of these shares held by Lagunitas Partners LP, Gruber & McBaine
International and the Investors.

(g) Includes 5,000 shares of Class A common stock underlying warrants.
Melville Straus is the Managing Principal of this selling stockholder
and may be deemed to beneficially own its shares. Mr. Straus disclaims
beneficial ownership of this selling stockholder's shares.
(h) Includes 7,500 shares of Class A common stock underlying warrants.
Melville Straus is the Managing Principal of this selling stockholder
and may be deemed to beneficially own its shares. Mr. Straus disclaims
beneficial ownership of this selling stockholder's shares.
(i) Includes 10,000 shares of Class A common stock underlying warrants.
(j) Represents shares of Class A common stock underlying warrants. Lawrence
C. Longo, Jr. and Michael T. Vigo are executive officers of this
selling stockholder and may be deemed to beneficially own its shares.
Messrs. Longo and Vigo disclaim beneficial ownership of this selling
stockholder's shares.
(k) Represents shares of Class A common stock underlying warrants. Lawrence
C. Longo, Jr. and Michael T. Vigo are executive officers of this
selling stockholder and may be deemed to beneficially own its shares.
Messrs. Longo and Vigo disclaim beneficial ownership of this selling
stockholder's shares.
(l) Represents shares of Class A common stock underlying warrants. Lawrence
C. Longo, Jr. and Michael T. Vigo are executive officers of this
selling stockholder and may be deemed to beneficially own its shares.
Messrs. Longo and Vigo disclaim beneficial ownership of this selling
stockholder's shares.
(m) Represents shares of Class A common stock underlying warrants. Lawrence
C. Longo, Jr. and Michael T. Vigo are executive officers of this
selling stockholder and may be deemed to beneficially own its shares.
Messrs. Longo and Vigo disclaim beneficial ownership of this selling
stockholder's shares.
(n) Includes 25,000 shares of Class A common stock underlying warrants.
RENN Capital Group, Inc. has voting and investment power with respect to
this selling stockholder's shares and may be deemed to beneficially own
its shares.
(o) Includes 25,000 shares of Class A common stock underlying warrants.
RENN Capital Group, Inc. has voting and investment power with respect to
this selling stockholder's shares and may be deemed to beneficially own
its shares.
(p) Includes 22,500 shares of Class A common stock underlying warrants. Ian
P. Ellis is the President of this selling stockholder and may be deemed
to beneficially own its shares. Mr. Ellis disclaims beneficial
ownership of this selling stockholder's shares.
(q) Includes 15,000 shares of Class A common stock underlying warrants. Ian
P. Ellis is the President of this selling stockholder and may be deemed
to beneficially own its shares. Mr. Ellis disclaims beneficial
ownership of this selling stockholder's shares.
(r) Includes 1,000 shares of Class A common stock underlying warrants.
Peter Siris is the Managing Director of this selling stockholder and may
be deemed to beneficially own its shares. Mr. Siris disclaims
beneficial ownership of this selling stockholder's shares.
(s) Includes 5,000 shares of Class A common stock underlying warrants.
Peter Siris is the Managing Director of this selling stockholder and may
be deemed to beneficially own its shares. Mr. Siris disclaims
beneficial ownership of this selling stockholder's shares.
(t) Represents shares of Class A common stock underlying warrants. Byron
Roth and Gordon Roth are executive officers of this selling stockholder
and may be deemed to beneficially own its shares. Messrs. Roth and Roth
disclaim beneficial ownership of this selling stockholder's shares.
(u) Represents the number of shares purchased in open market transactions.

No selling stockholder has held a position as a director or officer nor has
had a material relationship with us or any of our affiliates, or our or their
predecessors, within the past three years.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their
shares of Class A common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These
sales may be at fixed or negotiated prices. The selling stockholders may use
any one or more of the following methods when selling shares:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately negotiated transactions;

o short sales (other than short sales established prior to the
effectiveness of the registration statement to which this prospectus
is a part);

o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling security holders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated. The selling stockholders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved.

The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares owned by them and, if they default in
the performance of their secured obligations, the pledges or secured parties
may offer and sell shares of Class A common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the
list of selling stockholders to include the pledge, transferee or other
successors in interest as selling stockholders under this prospectus.

Upon our company being notified in writing by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale
of Class A common stock through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant to Rule
424(b) under the Securities Act, disclosing:

o the name of each such selling stockholder and of the participating
broker-dealer(s);

o the number of shares involved;

o the price at which such the shares of Class A common stock were sold;

o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;

o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and

o other facts material to the transaction.

In addition, upon our company being notified in writing by a selling
stockholder that a donee or pledge intends to sell more than 500 shares of
common stock, a supplement to this prospectus will be filed if then required
in accordance with applicable securities law.

The selling stockholders also may transfer the shares of Class A common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling stockholder
has represented and warranted to us that it does not have any agreement or
understanding, directly or indirectly, with any person to distribute our
Class A common stock.

We are required to pay all fees and expenses incident to the registration of
the shares. We have agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.

LEGAL MATTERS

The validity of the offered shares of Class A common stock has been
passed on for us by Kelley Drye & Warren LLP of New York, New York.

EXPERTS

The consolidated financial statements of AccessIT at March 31, 2004 and
for the fiscal year in the period ended March 31, 2004 incorporated by
reference into this prospectus have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing
and accounting.

The consolidated financial statements of AccessIT at March 31, 2005 and
for the fiscal year in the period ended March 31, 2005 incorporated by
reference into this prospectus have been so incorporated in reliance on the
report of Eisner LLP, an independent registered public accounting firm, given
on the authority of said firm as experts in auditing and accounting.

INDEMNIFICATION AGAINST LIABILITY UNDER THE SECURITIES ACT

Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to our directors, officers and controlling persons
pursuant to any arrangement, provision or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by any of our directors,
officers or controlling persons in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

TABLE OF CONTENTS

PAGE
About this prospectus........................................ 1
Where you can find more information.......................... 1
Incorporation of certain documents by reference.............. 1
Forward looking statements................................... 2
Prospectus summary........................................... 3
Risk factors................................................. 7
Use of proceeds.............................................. 15
Selling stockholders......................................... 16
Plan of distribution......................................... 18
Legal matters................................................ 20
Experts...................................................... 20
Indemnification against liability under the Securities Act... 20

1,198,375 Shares

Class A common stock

PROSPECTUS

July __, 2005

II-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table presents the costs and expenses, payable by
us in connection with the sale of the Class A common stock being registered
under this post-effective amendment. The selling stockholders will not pay
any expenses, other than commissions or discounts. All amounts are estimates
except for the SEC registration fee and the AMEX listing fee.

SEC registration fee............................... $ 823.35*
American Stock Exchange listing fee................ 30,500.00*
Printing expenses.................................. 13,000.00*
Legal fees and expenses............................ 15,000.00
Accounting fees and expenses....................... 15,000.00
Miscellaneous fees and expenses.................... 0.00
---------------------
Total:............................................. $ 74,323.35
=====================

*previously paid.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The amended and restated certificate of incorporation and the
bylaws of the registrant provide that the registrant shall indemnify its
officers, directors and certain others to the fullest extent permitted by the
Delaware General Corporation Law ("DGCL"). Section 145 of the DGCL, provides
in pertinent part as follows:

(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and

II-1

(b) of this Section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this
Section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsections (a) and (b) of this Section. Such determination shall be made
with respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of directors who are not parties to such
action, suit or proceeding, even though less than a quorum, (2) by a
committee of such directors designated by majority vote of such directors,
even though less than a quorum, (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion
or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or
other employees and agents may be so paid upon such terms and conditions, if
any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office.

(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person, who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this Section.

(h) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Section with respect
to the resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued.

(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation, which imposes duties on, or involves services by,
such director, officer, employee, or agent of the corporation, which imposes
duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this Section.

(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to

II-2

be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

As permitted by Section 102(b)(7) of the DGCL, the registrant's
fourth amended and restated certificate of incorporation eliminates the
personal liability of each of the registrant's directors to the registrant
and its stockholders for monetary damages for breaches of his or her
fiduciary duties as a director except that the fourth amended and restated
certificate of incorporation does not eliminate or limit the liability of a
director to the extent that such elimination or limitation of liability is
expressly prohibited by the DGCL as in effect at the time of the alleged
breach of duty by such director.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The exhibits listed in the following table have been filed as part
of this registration statement.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

1.1 -- Form of Underwriting Agreement between the Registrant and the
underwriter to the Registrant's November 10, 2003 Public
Offering. (3)
2.1 -- Stock Purchase Agreement, dated July 17, 2003, between the
Registrant and Hollywood Software, Inc. and its stockholders.
(1)
2.2 -- Exchange Agreement, dated as of September 17, 2003, between
the Registrant and MidMark Equity Partners II, L.P. (2)
2.3 -- Amendment No. 1 to Stock Purchase Agreement, dated as of
November 3, 2003, between and among the Registrant, Hollywood
Software, Inc., the selling stockholders and Joseph Gunnar &
Co., LLC. (3)
2.4 -- Stock Purchase Agreement, dated as of December 22, 2003, among
the Registrant, Concurrent Technologies, Inc. and Erik B.
Levitt. (4)
2.5 -- Asset Purchase Agreement, dated as of March 29, 2004, between
the Registrant and The Boeing Company. (5)
2.6 -- Form of Exchange Agreement (debt for equity), dated as of
March 24, 2004, between the Registrant and each investor
taking part in the March 24, 2004 exchange offering. (6)
2.7 -- Form of Exchange Agreement (debt for debt), dated as of March
24, 2004, between the Registrant and each investor taking part
in the March 24, 2004 exchange offering. (6)
2.8 -- Securities Purchase Agreement, dated as of June 2, 2004, among
the Registrant and certain investors. (7)
2.9 -- Asset Purchase Agreement, dated as of October 19, 2004, among
the Registrant, FiberSat Global Services, Inc., FiberSat
Global Services LLC, Richard Wolfe, Ravi Patel, McKebben
Communications, Globecomm Systems, Inc., Timothy Novoselski,
Scott Smith and Farina. (10)
2.10 -- Asset Purchase Agreement, dated as of December 23, 2004, among
ADM Cinema Corporation, Pritchard Square Cinema, LLC and
Norman Adie. (12)
2.11 -- Stock Purchase Agreement, dated as of October 26, 2004, among
the Registrant and the purchasers identified therein. (12)
2.12 -- Securities Purchase Agreement, dated as of February 9, 2005,
among the Registrant and certain investors. (11)
2.13 -- Securities Purchase Agreement, dated as of July 19, 2005,
among the Registrant and certain investors. (13)
4.1 -- Form of Warrant Agreement (with Warrant Certificates) between
the Registrant and the lead underwriter. (3)
4.2 -- Specimen certificate representing Class A common stock. (3)
4.3 -- Promissory note issued by the Registrant to ColoSolutions,
Inc., dated November 27, 2002. (1)
4.4 -- Promissory note issued by the Registrant to holders of
ten-year warrants. (1)
4.5 -- Form of note to be issued by the Registrant to the selling
stockholders of Hollywood Software, Inc. (1)

II-3

4.6 -- Form of Pledge and Security Agreement between the Registrant,
the selling stockholders of Hollywood Software, Inc. and the
pledge agent. (1)
4.7 -- Promissory note dated November 3, 2003 issued by the
Registrant to David Gajda. (3)
4.8 -- Promissory note dated November 3, 2003 issued by the
Registrant to Robert Jackovich. (3)
4.9 -- Pledge and Security Agreement, dated as of November 3, 2003,
between the Registrant and the selling stockholders of
Hollywood Software, Inc. (3)
4.10 -- Registration Rights Agreement, dated as of January 9, 2004,
between the Registrant and Erik B. Levitt. (4)
4.11 -- Promissory note dated March 29, 2004 issued by the Registrant
to The Boeing Company. (5)
4.12 -- Registration Rights Agreement, dated as of March 29, 2004,
between the Registrant and The Boeing Company. (5)
4.13 -- Form of Subordinated Convertible Promissory Note, dated March
24, 2004, issued by the Registrant to each investor taking
part in the March 24, 2004 exchange offering. (6)
4.14 -- Form of Registration Rights Agreement, dated as of March 24,
2004, between the Registrant and each investor taking part in
the March 24, 2004 exchange offering. (6)
4.15 -- Form of Warrant, dated June 2004, issued to purchasers
pursuant to Securities Purchase Agreement, dated as of June 1,
2004, among the Registrant and certain investors. (7)
4.16 -- Form of Warrant, dated June 2004, issued to placement agent in
connection with Securities Purchase Agreement, dated as of
June 1, 2004, among the Registrant and certain investors. (7)
4.17 -- Registration Rights Agreement, dated as of June 2004, among
the Registrant and certain investors. (7)
4.18 -- Promissory Note, dated November 14, 2003, issued by the
Registrant to David Gajda. (8)
4.19 -- Promissory Note, dated November 14, 2003, issued by the
Registrant to Robert Jackovich.(8)
4.20 -- Registration Rights Agreement, dated as of November 8, 2004,
among the Registrant and certain investors. (12)
4.21 -- Form of Subsidiary Guarantee to be entered into by certain
subsidiaries of the Registrant pursuant to the Securities
Purchase Agreement, dated as of February 9, 2005 among the
Registrant and the several investors party thereto. (11)
4.22 -- Form of Debenture to be issued to the purchasers pursuant to
the Securities Purchase Agreement, dated as of February 9,
2005 among the Registrant and the several investors party
thereto. (11)
4.23 -- Form of Warrant to be issued to the purchasers pursuant to the
Securities Purchase Agreement, dated as of February 9, 2005
among the Registrant and the several investors party thereto.
(11)
4.24 -- Form of Registration Rights Agreement, among the Registrant
and certain investors pursuant to the Securities Purchase
Agreement, dated as of February 9, 2005 among the Registrant
and the several investors party thereto. (11)
4.25 -- Form of Warrant, issued to purchasers pursuant to Securities
Purchase Agreement, dated July 19, 2005. (13)
4.26 -- Form of Registration Rights Agreement, dated as of July 19,
2005. (13)
5.1 -- Opinion of Kelley Drye & Warren LLP. (9)
23.1 -- Consent of Kelley Drye & Warren LLP (included in Exhibit
5.1). (9)
23.2 -- Consent of PricewaterhouseCoopers LLP.*
23.3 -- Consent of Eisner LLP.*
24.1 -- Powers of Attorney (included on signature page). (9)

* Filed herewith.

Documents Incorporated Herein by Reference:

(1) Previously filed with the Securities and Exchange Commission on August 6,
2003 as an exhibit to the Registrant's Registration Statement on Form SB-2
(File No. 333-107711).

(2) Previously filed with the Securities and Exchange Commission on September
22, 2003 as an exhibit to the Registrant's Amendment No. 1 to Registration
Statement on Form SB-2 (File No. 333-107711).

II-4

(3) Previously filed with the Securities and Exchange Commission on November
4, 2003 as an exhibit to the Registrant's Amendment No. 3 to Registration
Statement on Form SB-2 (File No. 333-107711).

(4) Previously filed with the Securities and Exchange Commission on February
17, 2004 as an exhibit to the Registrant's Form 10-QSB for the quarter ended
December 31, 2003 (File No. 001-31810).

(5) Previously filed with the Securities and Exchange Commission on April 2,
2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).

(6) Previously filed with the Securities and Exchange Commission on April 29,
2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).

(7) Previously filed with the Securities and Exchange Commission on June 2,
2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).

(8) Previously filed with the Securities and Exchange Commission on June 25,
2004 as an exhibit to the Registrant's Form 10-KSB for the fiscal year ended
March 31, 2004 (File No. 001-31810).

(9) Previously filed with the Securities and Exchange Commission on July 2,
2004 as an exhibit to the Registrant's Registration Statement on Form SB-2
(File No. 333-117115).

(10) Previously filed with the Securities and Exchange Commission on November
8, 2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).

(11) Previously filed with the Securities and Exchange Commission on February
10, 2005 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).

(12) Previously filed with the Securities and Exchange Commission on February
14, 2005 as an exhibit to the Registrant's Form 10-QSB for the quarter ended
December 31, 2004 (File No. 001-31810).

(13) Previously filed with the Securities and Exchange Commission on July 22,
2005 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).

(b) Financial Statement Schedules

All schedules are omitted as the required information is inapplicable
or the information is presented in the Consolidated Financial Statements or
Notes thereto.

ITEM 17. UNDERTAKINGS

UNDERTAKINGS REQUIRED BY REGULATION S-B, ITEM 512(A).
The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent

II-5

change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and

(iii) Include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration
statement of the securities offered, and the offering of
such securities at that time to be the initial bona fide
offering.

(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.

UNDERTAKING REQUIRED BY REGULATION S-B, ITEM 512(E).

Insofar as indemnification for liabilities arising under the
Securities Act, may be permitted to directors, officers and controlling
persons of the registrant pursuant to any arrangement, provision or
otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

UNDERTAKINGS REQUIRED BY REGULATION S-B, ITEM 512(F).

The undersigned registrant hereby undertakes that:

(1) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration Statement as of
the time the SEC declared it effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement for the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering of these securities.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 for the resale of shares
of Class A common stock and authorized this Post-Effective Amendment No. 2 to
Form SB-2 on Form S-3 registration statement to be signed on its behalf by
the undersigned, in the City of Morristown, State of New Jersey, on the 29th
day of July, 2005.

ACCESS INTEGRATED TECHNOLOGIES, INC.

By: /S/ A. DALE MAYO
---------------------------------------
A. Dale Mayo, President and
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 2 to Form SB-2 on Form S-3
registration statement was signed by the following persons in the capacities
and on the date(s) stated:

SIGNATURE(S) TITLE(S) DATE

/S/ A. DALE MAYO President, Chief July 29, 2005
---------------------------- Executive Officer and
A. Dale Mayo Chairman of the Board of
Directors
(Principal Executive
Officer)
/S/ KEVIN J. FARRELL* Senior Vice President -- July 29, 2005
---------------------------- Data Center Operations
Kevin J. Farrell and Director

/A/ BRETT E. MARKS* Senior Vice President -- July 29, 2005
---------------------------- Business Development and
Brett E. Marks Director

/S/ GARY S. LOFFREDO Senior Vice President -- July 29, 2005
---------------------------- Business Affairs,
Gary S. Loffredo General Counsel,
Secretary and Director

/S/ BRIAN D. PFLUG* Senior Vice President -- July 29, 2005
---------------------------- Accounting and Finance
Brian D. Pflug (Principal Financial and
Accounting Officer)
/S/ ROBERT DAVIDOFF* Director July 29, 2005
----------------------------
Robert Davidoff

/S/ WAYNE L. CLEVENGER* Director July 29, 2005
----------------------------
Wayne L. Clevenger

/S/ MATTHEW W. FINLAY* Director July 29, 2005
----------------------------
Matthew W. Finlay

/S/ GERALD C. CROTTY* Director July 29, 2005
----------------------------
Gerald C. Crotty

* By: /S/ A. DALE MAYO
-----------------------
A. Dale Mayo
Attorney-In-Fact for such persons

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

23.2 -- Consent of PricewaterhouseCoopers LLP.
23.3 -- Consent of Eisner LLP.