UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

                                   (Mark One)
            (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2004

 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                    For the transition period from --- to ---

                        Commission File Number: 001-31810

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                 (Name of Small Business Issuer in its Charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   22-3720962
                         (I.R.S. Employer Identification No.)

            55 MADISON AVENUE, SUITE 300, MORRISTOWN NEW JERSEY 07960
                    (Address of principal executive offices)

                                 (973-290-0080)
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

        Check whether the issuer (1) has filed all reports required to be
           filed by Section 13 or 15(d) of the Exchange Act during the
         past 12 months (or for such shorter period that the registrant
                   was required to file such reports), and (2)
                  has been subject to such filing requirements
                      for the past 90 days. [X] Yes [ ] No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                Check whether the registrant filed all documents
         and reports required to be filed by Section 12, 13 or 15(d) of
           the Exchange Actafter the distribution of securities under
                  a plan confirmed by a court. ___ Yes ___ No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practicable date:

         8,584,066 shares of Class A Common Stock, $.001 par value, and
               1,005,811 shares of Class B Common Stock, $.001 par
                   value, were outstanding on August 12, 2004

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]






                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                                   FORM 10-QSB
                                    CONTENTS

PART I -- FINANCIAL INFORMATION
                                                                           Page

     Item 1.     Consolidated Financial Statements

                 Consolidated Balance Sheet at June 30, 2004 (unaudited)      2

                 Consolidated Statements of Operations for the three months
                 ended June 30, 2003 and 2004 (unaudited)                     3

                 Consolidated  Statements  of Cash  Flows for the three
                 months ended June 30, 2003 and 2004 (unaudited)              4

                 Notes to Consolidated Financial Statements (unaudited)       5

     Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations               11

     Item 3.     Controls and Procedures                                     18

PART II -- OTHER INFORMATION

     Item 2.     Changes In Securities, Use of Proceeds and Issuer
                 Purchases of Equity Securities                              18

     Item 5.     Other Information                                           18

     Item 6.     Exhibits and Reports on Form 8-K                            18

     Signatures                                                              19

     Exhibit Index                                                           20



                                       1






                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET
                      (In thousands, except for share data)
                                   (unaudited)
                                                                                 
                                                                                    JUNE 30,2004
                                                                                    ------------
                                   ASSETS
CURRENT ASSETS
Cash and cash equivalents...................................................           $ 5,249
Accounts receivable, net....................................................               713
Prepaid and other current assets............................................               317
Unbilled revenue............................................................                65
                                                                                            --
Total current assets........................................................             6,344
                                                                                         -----

Property and equipment, net.................................................             5,518
Intangible assets, net......................................................             3,838
Capitalized software costs, net.............................................             1,509
Goodwill....................................................................             5,371
Deferred costs..............................................................               133
Unbilled revenue, net of current portion....................................               557
Security deposits...........................................................               469
                                                                                           ---
Total assets................................................................           $23,739
                                                                                       =======

LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses.......................................              $940
Current portion of notes payable............................................               812
Current portion of customer security deposits...............................                41
Current portion of capital leases...........................................                86
Current portion of deferred revenue.........................................               616
Current portion of deferred rent expense....................................                44
                                                                                            --
Total current liabilities...................................................             2,539
                                                                                         -----

Notes payable, net of current portion.......................................             5,344
Customer security deposits, net of current portion..........................               113
Deferred revenue, net of current portion....................................               254
Capital leases, net of current portion......................................                35
Deferred rent expense.......................................................               895
Deferred tax liability......................................................             1,442
Common stock warrants.......................................................               776
                                                                                           ---
Total liabilities...........................................................            11,398
                                                                                        ------

COMMITMENTS AND CONTINGENCIES (See Note 6)

Redeemable Class A common stock, issued and outstanding, 53,534 shares                     238

Stockholders' Equity:
Class A common stock, $0.001 par value per share; 40,000,000 shares
authorized; shares issued and outstanding, 8,530,530........................                 8
Class B common stock, $0.001 par value per share; 15,000,000 shares
authorized; shares issued and outstanding, 1,005,811 .......................                 1
Additional paid-in capital..................................................            27,758
Accumulated deficit.........................................................           (15,664)
                                                                                      --------
Total stockholders' equity..................................................            12,103
                                                                                        ------
Total liabilities, redeemable stock and stockholders' equity................           $23,739
                                                                                       =======

See accompanying notes to consolidated financial statements.





                                       2






                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except for share and per share data)
                                   (unaudited)

                                                                                       THREE MONTHS ENDED
                                                                                       ------------------
                                                                                            JUNE 30,
                                                                                            --------
                                                                                      2003              2004
                                                                                      ----              ----
                                                                                                 
Revenues:
 Media services..........................................................             $ --              $532
 Data centers............................................................            1,421             1,679
                                                                                     -----             -----
Total revenues...........................................................            1,421             2,211

Costs of revenues (exclusive of depreciation and amortization shown below):
 Media services..........................................................               --               115
 Data centers............................................................              869             1,017
                                                                                       ---             -----
Total costs of revenue...................................................              869             1,132

Gross profit.............................................................              552             1,079

Operating expenses:
Selling, general and administrative (excludes non-cash stock-based
compensation of $6 in 2003 and $4 in 2004)                                             558             1,152
Research and development.................................................               --                47
Non-cash stock-based compensation........................................                6                 4
Depreciation and amortization............................................              619               774
                                                                                       ---               ---

Total operating expenses.................................................            1,183             1,977
                                                                                     -----             -----

Loss from operations.....................................................             (631)             (898)

Interest income..........................................................                1                --
Interest expense.........................................................             (116)              (97)
Non-cash interest expense................................................              (80)              (47)
Minority interest in subsidiary..........................................               --                10
Other expense, net.......................................................               (6)              (11)
                                                                                       ---              ----
Net loss before income taxes.............................................             (832)           (1,043)

Income tax benefit.......................................................               --                78
                                                                                        --                --

Net loss.................................................................             (832)             (965)

Accretion related to redeemable convertible preferred stock..............             (226)               --
Accretion of preferred dividends.........................................              (90)               --
                                                                                      -----             -----

Net loss available to common stockholders................................          $(1,148)            $(965)
                                                                                   ========            ======

Net loss available to common stockholders per common share:
Basic and diluted........................................................           $(0.38)           $(0.11)
                                                                                   ========           =======

Weighted average number of common shares outstanding:
Basic and diluted........................................................        3,021,577         8,517,746
                                                                                 ==========       ===========



See accompanying notes to consolidated financial statements.



                                       3






                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands - unaudited)
                                                                                       THREE MONTHS ENDED
                                                                                       ------------------
                                                                                             JUNE 30,
                                                                                             --------
                                                                                       2003           2004
                                                                                       ----           ----
                                                                                              
Cash flows from operating activities:
Net loss........................................................................       $(832)       $(965)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization...................................................         619          774
Amortization of software development costs......................................          --           60
Non-cash stock-based compensation...............................................           6            4
Non-cash interest expense.......................................................          80           47
Minority interest...............................................................          --          (10)
Gain on exchange of minority interest shares....................................          --          (13)
Decrease in fair value of common stock warrant..................................          --          (21)
Changes in operating assets and liabilities:
Accounts receivable.............................................................         (55)        (204)
Prepaid and other current assets................................................        (108)         (21)
Other assets....................................................................        (178)         (57)
Accounts payable and accrued expenses...........................................         (25)        (431)
Deferred revenue................................................................         (49)        (156)
Other liabilities...............................................................          71          (27)
                                                                                           --         ----

Net cash used in operating activities...........................................        (471)      (1,020)
                                                                                        -----      -------

Cash flows from investing activities:
Purchases of property and equipment.............................................         (57)         (57)
Additions to capitalized software costs.........................................          --         (140)
                                                                                          --         -----

Net cash used in investing activities...........................................         (57)        (197)
                                                                                         ----        -----

Cash flows from financing activities:
Net proceeds from issuance of notes payable and warrants........................       1,055           --
Repayment of notes payable......................................................          --         (129)
Principal payments on capital leases............................................         (76)         (29)
Proceeds from issuance of common stock..........................................          --        4,294
                                                                                          --        ------

Net cash provided by financing activities.......................................         979        4,136
                                                                                         ---        -----

Net increase in cash and cash equivalents.......................................         451        2,919
Cash and cash equivalents at beginning of period................................         956        2,330
                                                                                         ---        -----

Cash and cash equivalents at end of period......................................      $1,407       $5,249
                                                                                      =======      =======



See accompanying notes to consolidated financial statements.



                                       4

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)
                                   (unaudited)
NOTE 1. NATURE OF OPERATIONS

Access Integrated  Technologies,  Inc. ("AccessIT") was incorporated in Delaware
in March 2000. Access Digital Media Inc.  ("AccessDM") a wholly owned subsidiary
of AccessIT,  was incorporated in Delaware in February 2003. Hollywood Software,
Inc.  ("Hollywood  SW") was  incorporated in California in October 1997, and was
acquired  by  AccessIT on  November  3, 2003 . Core  Technology  Services,  Inc.
("Core")  was  incorporated  in New York in November  1995,  and was acquired by
AccessIT  on January  9,  2004.  In June  2004,  we began  referring  to Core as
AccessIT Managed Services ("Managed Services"). AccessIT, AccessDM, Hollywood SW
and Managed  Services  are  referred to herein  collectively  as the  "Company."
AccessIT designs,  builds,  and operates a national platform of  carrier-diverse
Internet Data Centers ("IDCs") in which the Company's  customers have access to:
secure,  flexible space for installing  network and server  equipment;  multiple
fiber  providers for connecting to the Internet  and/or other carrier  networks;
and a broad range of value-added  data center  services  including the Company's
AccessStorage-on-Demand  managed storage service solutions.  The Company's IDCs,
called  AccessColocenters,  are  designed  to  serve  a  variety  of  customers,
including  traditional  voice/data  competitive local exchange  carriers,  other
integrated  communication  providers,  Internet Service  Providers,  Application
Service  Providers  ("ASP"),  Streaming and Content Delivery Service  Providers,
storage  outsourcers,  and small  and  medium  sized  enterprises.  The  Company
currently operates nine IDCs located in eight states:  Arkansas,  Kansas, Maine,
New  Hampshire,  New  Jersey,  New York,  Texas and  Virginia,  plus a dedicated
digital delivery site in Los Angeles, California. AccessDM was formed to utilize
AccessIT's  existing  infrastructure to store and distribute  digital content to
movie  theaters  and  other  remote  venues.  Hollywood  SW  is  a  provider  of
proprietary  enterprise  software and consulting  services for  distributors and
exhibitors of filmed entertainment in the United States and Canada. Its software
manages  the  planning,  booking  scheduling,  revenue  sharing,  cash  flow and
reporting  associated with the distribution and exhibition of theatrical  films.
Managed Services is a managed service provider of information technologies;  its
primary  offering  is to provide  managed  network  services  through its global
network command center.

BASIS OF PRESENTATION

The accompanying  unaudited  consolidated interim financial information has been
prepared by AccessIT.  The unaudited consolidated financial statements have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United  States  for  interim  financial   information  and  in  accordance  with
Regulation  S-B.  Accordingly,   they  do  not  include  all  of  the  financial
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal  recurring  adjustments)  considered  necessary for a fair
presentation have been included.

For the fiscal  year ended March 31,  2004 and the three  months  ended June 30,
2004, the Company has been financed primarily through equity and debt financing,
including the completion in June 2004 of a $4,870  private  placement of Class A
Common  Stock (the  "Private  Placement").  However,  the Company  has  incurred
substantial losses since inception. For the three months ended June 30, 2003 and
2004,  the  Company  incurred  net  losses  of $832 and $965  respectively,  and
negative cash flows from operating activities of $471 and $1,020,  respectively.
In addition,  the Company has an  accumulated  deficit of $15,664 as of June 30,
2004.  Furthermore,  the Company has debt service requirements of $1,109 for the
twelve months beginning in June 2004.  Management  expects that the Company will
continue  to  generate  operating  losses  for  the  foreseeable  future  due to
depreciation   and   amortization,   the  continued   efforts   related  to  the
identification of acquisition targets,  marketing and promotional activities and
the development of relationships  with other businesses.  Certain of these costs
could be reduced if  working  capital  decreased.  Based on the  Company's  cash
position at June 30, 2004, and expected cash flows from  operations,  management
believes  that the  Company  has the  ability  to meet its  obligations  for the
foreseeable  future.  The Company may attempt to raise  additional  capital from
various  sources for future  acquisitions  or for working  capital as necessary.
There is no assurance that such financing will be completed as  contemplated  or
under terms acceptable to the Company or its existing  shareholders.  Failure to
generate additional  revenues,  raise additional capital or manage discretionary
spending  could  have a  material  adverse  effect on the  Company's  ability to
continue as a going concern and to achieve its intended business objectives. The
accompanying  consolidated  financial  statements do not reflect any adjustments
which may result from the outcome of such uncertainties.

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

The results of operations for the respective interim periods are not necessarily
indicative  of the results to be expected  for the full year.  The  accompanying
unaudited  consolidated  financial statements should be read in conjunction with
the audited consolidated  financial statements and the notes thereto included in
AccessIT's  Form  10-KSB  for the year  ended  March  31,  2004  filed  with the
Securities and Exchange Commission.
                                       5

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The  unaudited   consolidated  financial  statements  include  the  accounts  of
AccessIT,   AccessDM,  Hollywood  SW  and  Managed  Services.  All  intercompany
transactions and balances have been eliminated.

REVENUE RECOGNITION

Revenues in the Data centers  segment  consist of license  fees for  colocation,
riser  access  charges,  electric  and cross  connect  fees,  and  non-recurring
installation  and  consulting  fees.  Revenues  from  colocation,  riser  access
charges,  electric and cross connect fees are billed  monthly and, in accordance
with Staff  Accounting  Bulletin  No. 104,  "Revenue  Recognition  in  Financial
Statements," are recognized ratably over the term of the contract, generally one
to nine years.  Certain customer  contracts  contain  periodic  increases in the
amount of license fees to be paid,  and those amounts are  recognized as license
fee  revenues  on  a  straight-line  basis  over  the  term  of  the  contracts.
Installation  fees are recognized on a time and materials basis in the period in
which the services were provided and represent the  culmination  of the earnings
process  as no  significant  obligations  remain.  Amounts  collected  prior  to
satisfying  the above revenue  recognition  criteria are  classified as deferred
revenue.  Amounts satisfying revenue  recognition  criteria prior to billing are
classified as unbilled revenue.

Revenues in the Media Services segment consist of software and related revenues,
generated by Hollywood  SW.  Software  revenues are  accounted for in accordance
with Statement of Position 97-2,  "Software Revenue  Recognition"  ("SOP 97-2"),
and Staff  Accounting  Bulletin No. 104  "Revenue  Recognition."  The  Company's
software revenues are generated from the following primary sources: (1) software
licensing,   including  customer  licenses  and  ASP  agreements,  (2)  software
maintenance contracts,  and (3) professional consulting services, which includes
systems implementation, training, custom software development services and other
professional services.

Software  licensing  revenue is recognized when the following  criteria are met:
(a) persuasive  evidence of an arrangement exists, (b) delivery has occurred and
no significant  obligations remain, (c) the fee is fixed or determinable and (d)
collection is determined to be probable.  Significant  upfront fees are received
in addition to periodic  amounts  upon  achievement  of  contractual  events for
licensing of the Company's products. Such amounts are deferred until the revenue
recognition  criteria have been met, which  typically  occurs after delivery and
acceptance.

For  arrangements  with  multiple  elements  (e.g.   delivered  and  undelivered
products,  maintenance and other services),  the Company  separately  negotiates
each element of the  arrangement  based on the fair value of the  elements.  The
fair  values for ongoing  maintenance  and  support  obligations  are based upon
separate sales of renewals to customers or upon substantive renewal rates quoted
in the agreements. The fair values for services, such as training or consulting,
are based upon hourly  billing rates of these  services when sold  separately to
other  customers.  In instances  where the Company is not able to determine fair
value of each element and the services are essential to the functionality of the
software, percentage-of-completion accounting is followed to recognize revenue.

Customers not wishing to license and operate the software themselves may use the
software through an ASP arrangement,  in which the Company hosts the application
and provides  customer access via the internet.  Annual minimum ASP service fees
are  recognized  ratably over the contract term.  Overage  revenues for usage in
excess of stated minimums are recognized monthly.

Maintenance  services and website  subscription fees are recognized ratably over
the  contract  term.  Professional  consulting  services,  sales of third  party
products and resale  hardware  revenues are recognized as services are provided.
Software  development  revenues are recognized when delivery has occurred and no
significant obligations remain.

Deferred  revenue is recorded  in cases of (1) a portion or the entire  contract
amount  cannot be  recognized  as revenue due to  non-delivery  or acceptance of
licensed software or custom  programming,  (2) incomplete  implementation of ASP
service arrangements, or (3) unexpired pro-rata periods of maintenance,  minimum
ASP service fees or website  subscription  fees.  As license  fees,  maintenance
fees,  minimum ASP service fees and website  subscription fees are often paid in
advance,  a portion of this revenue is deferred  until the contract  ends.  Such
amounts are classified as deferred revenue in the Consolidated Balance Sheet and
are recognized as revenue in accordance with the Company's  revenue  recognition
policies described above.

CAPITALIZED SOFTWARE COSTS

The Company  accounts for software costs under SFAS No. 86,  "Accounting for the
Costs of Computer Software to Be Sold, Leased, or Otherwise  Marketed." Software
development  costs that are incurred  subsequent to  establishing  technological
feasibility are capitalized  until the product is available for general release.
Amounts  capitalized as software  development costs are generally amortized on a
straight-line basis over five years. The Company reviews capitalized software

                                       6

costs for impairment on an annual basis.  To the extent that the carrying amount
exceeds the estimated net realizable value of the capitalized  software cost, an
impairment  charge is recorded.  No impairment was recorded for the three months
ended June 30, 2004.  Amortization of capitalized  software  development  costs,
included in costs of revenues, for the three months ended June 30, 2004 amounted
to $60.

NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

Computations  of basic and diluted net loss per share of Common  Stock have been
made in accordance with SFAS No. 128,  "Earnings Per Share".  Basic net loss per
share is computed by dividing  net loss  available to Common  Stockholders  (the
numerator)  by the weighted  average  number of common shares  outstanding  (the
denominator) during the period. Shares issued during the period are weighted for
the portion of the period that they are outstanding.  The computation of diluted
net loss per share is  similar  to the  computation  of basic net loss per share
except that the  denominator  is increased  to include the number of  additional
common shares that would have been outstanding if the dilutive  potential common
shares had been issued. The Company has incurred a net loss for the three months
ending  June 30,  2003 and 2004;  therefore,  the impact of  dilutive  potential
common  shares  has  been  excluded  from  the   computation   as  it  would  be
anti-dilutive.

The following  outstanding stock options,  warrants (prior to the application of
the  treasury  stock  method),  convertible  notes  and  redeemable  convertible
Preferred Stock (on an as-converted basis) were excluded from the computation of
diluted net loss per share:
                                                                JUNE 30,
                                                                --------
                                                              2003       2004
                                                              ----       ----
Stock options..........................................     306,397    530,231
1-Year Notes Warrants..................................      25,305         --
5-Year Notes Warrants..................................     418,000         --
2001 Warrants..........................................     430,205         --
Contingent Warrants A-C................................     680,092         --
Underwriter warrants...................................          --    120,000
Mandatorily redeemable convertible preferred stock.....   8,202,929         --
Shares issuable related to convertible notes...........          --    312,479
Private Placement warrants.............................          --    304,375

STOCK-BASED COMPENSATION

The Company has stock based  employee  compensation  plans,  which are described
more  fully  in Note 5.  The  Company  accounts  for its  stock  based  employee
compensation  plans in accordance  with the provisions of Accounting  Principles
Board ("APB") Opinion No. 25,  "Accounting  for Stock Issued to Employees",  and
related interpretations.  As such, compensation is recorded on the date of grant
only if the current  fair value of the  underlying  stock  exceeds the  exercise
price.  The  Company  has  adopted  the  disclosure  standards  of SFAS No.  148
"Accounting for Stock-Based  Compensation - Transaction and Disclosures",  which
amends SFAS No. 123, "Accounting for Stock-Based  Compensation",  which requires
the Company to provide pro forma net loss and earnings per share disclosures for
employee  stock  option  grants  made  in  1995  and  future  years  as  if  the
fair-value-based  method of accounting  for stock options as defined in SFAS No.
123 had been applied.  The following table illustrates the effect on net loss if
the Company had applied the fair value recognition provisions of SFAS No. 123 to
stock based employee compensation:


                                                                                       THREE MONTHS ENDED
                                                                                       ------------------
                                                                                           JUNE 30,
                                                                                           --------
                                                                                       2003        2004
                                                                                       ----        ----
                                                                                           
Net loss as reported............................................................     $(832)      $(965)
Deduct: Total stock-based employee compensation expense determined
under fair value based method, net of related income tax benefits...............      (134)       (131)
                                                                                      -----       -----
Pro forma net loss..............................................................     $(966)    $(1,096)
                                                                                     ======    ========
Basic and diluted net loss available to common stockholders per share:
As reported.....................................................................    $(0.38)     $(0.11)
Pro forma.......................................................................    $(0.42)     $(0.13)


USE OF ESTIMATES

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  at the date of the  consolidated  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  The Company's most significant  estimates related to revenue
recognition,  capitalization of software,  amortization of intangible assets and
depreciation of fixed assets.  Actual results could differ from those estimates.

                                       7

NOTE 3. NOTES PAYABLE

In February  2002, the Company  commenced an offering of 5-year 8%  subordinated
promissory notes (the "5-Year Notes") with detachable warrants. During the three
months ended June 30, 2003 the Company raised $1,055 from the issuance of 5-Year
Notes to several investors. Through March 31, 2004 the Company raised a total of
$4,405 from the issuance of 5-Year  Notes.  Concurrent  with the issuance of the
5-Year Notes,  the Company  issued 440,500 5-Year Notes warrants (see Note 5) of
which 105,500 were issued during the three months ended June 30, 2003.

In February  2004,  the Company sent a notice to the holders of the 5-Year Notes
and the HS Notes,  offering to exchange (the "Exchange Offer") the principal and
accrued  interest of the outstanding  5-Year Notes and the HS Notes for, at each
note holder's election,  either (1) unregistered shares of the Company's Class A
Common Stock at an exchange rate of $3.57 per share (the "Share  Option") or (2)
Subordinated  Convertible  Promissory Notes ("Convertible  Notes"),  convertible
into shares of the Company's  Class A Common Stock at a conversion rate of $5.64
per share (the "Convertible Note Option"). On March 24, 2004, the Exchange Offer
was completed.  Pursuant to the Share Option, the Company exchanged 5-Year Notes
in the aggregate  principal amount of $2,480 plus accrued and unpaid interest of
$46 for 707,477 unregistered shares of its Class A Common Stock. Pursuant to the
Convertible Note Option, in exchange for 5-Year Notes in the aggregate principal
amount of $1,705 plus  accrued and unpaid  interest of $31,  the Company  issued
Convertible Notes which are, as of June 30, 2004,  convertible into a maximum of
312,479  shares of its Class A Common  Stock (1) at any time up to the  maturity
date at each holder's option or (2)  automatically  on the date when the average
closing price on the American  Stock  Exchange of the  Company's  Class A Common
Stock for 30 consecutive  trading days has been equal to or greater than $12.00.
The holders of all the HS Notes and  holders of 5-Year  Notes  totaling  $220 of
principal elected not to participate in the Exchange Offer.

During the three months ended June 30, 2004, the Company repaid  principal of $6
of the remaining amounts due under the 5-Year Notes.

In November 2003, the Company issued two 8% notes payable totaling $3,000 to the
founders of Hollywood SW as part of the purchase price for Hollywood SW (the "HS
Note").  During  the three  months  ended  June 30,  2004,  the  Company  repaid
principal of $123 on the HS Notes.

NOTE 4. MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

PREFERRED STOCK

In  October  2001,  the  Company  issued  3,226,538  shares  of the  Series A 8%
Mandatorily  Redeemable  Convertible  Preferred  Stock (the  "Series A Preferred
Stock") at approximately $0.62 per share, resulting in gross proceeds of $2,000,
before considering expenses of $203. Concurrent with this issuance,  the Company
issued  warrants to purchase up to 430,205  shares of Class A Common  Stock (the
"2001  Warrant").  In November 2002, the Company issued  4,976,391 shares of the
Series B 8%  Cumulative  Convertible  Preferred  Stock,  par value  $0.001  (the
"Series B Preferred  Stock") to the existing  Series A Preferred Stock holder at
approximately  $0.50 per share,  resulting in gross  proceeds of $2,500,  before
considering expenses of $125. Concurrent with this issuance,  the Company issued
381,909,  144,663  and  100,401  warrants  to  purchase  Class  A  Common  Stock
("Contingent  Warrant A",  "Contingent  Warrant B" and  "Contingent  Warrant C",
respectively).  The  issuance  of the Series A  Preferred  Stock  resulted  in a
beneficial  conversion  feature of $1,078,  calculated in  accordance  with EITF
Issue  No.  00-27,  "Application  of  Issue  No.  98-5  to  Certain  Convertible
Instruments."  The  beneficial  conversion  feature was reflected as an issuance
cost and  therefore  was  reflected  as a charge  against the Series A Preferred
Stock and an increase  to  additional  paid-in  capital.  In  November  2003 the
Company exchanged all of its Series A Preferred Stock,  Series B Preferred Stock
related warrants and accumulated dividends for Class A Common Stock.

As of June 30, 2003 the carrying value of the Company's Series A Preferred Stock
was below its  liquidation  value,  as the Company  incurred  aggregate costs of
$2,000 related to the issuance of the Preferred  Stock, of which $203 represents
cash  payments,  $719  represents  the estimated fair value of the 2001 Warrants
issued as  consideration  for the issuance of the  Company's  Series A Preferred
Stock and $1,078 is the beneficial  conversion feature.  Total accretion for the
Series A Preferred Stock to its estimated  redemption  value was $226 during the
three months ended June 30, 2003,  of which $172 related to the accretion to the
estimated  redemption  amount and $54 related to the accretion of the beneficial
conversion  feature.  There was no accretion recorded for the Series B Preferred
Stock for the three  months  ended June 30, 2003,  as the  estimated  redemption
amount was below the original carrying amount of the Series B Preferred Stock.

In  September  2003,  the  Company  entered  into an  agreement  (the  "Exchange
Agreement")  with the holder of the Series A and Series B Preferred Stock to (1)
convert all 8,202,929 shares of Series A and Series B Preferred Stock held by it
into  1,640,585  shares of Class A Common Stock;  (2) exchange the 2001 Warrant,
Contingent  Warrant A and  Contingent  Warrant C for  320,000  shares of Class A
Common Stock;  (3) exercise  Contingent  Warrant B to purchase 143,216 shares of
Class A Common  Stock on a  cashless-exercise  basis;  and (4) accept  shares of
Class A Common  Stock at a price per share of $5.00  pursuant  to the  Company's
November  2003 IPO,  as  consideration  for the  conversion  of all  accumulated
dividends  on the Series A and Series B Preferred  Stock  through the  effective
date of the IPO. On November 14, 2003,  the Exchange  Agreement  was  finalized,

                                       8

concurrent  with the completion of the IPO. The Company issued 104,175 shares of
Class A Common Stock as  consideration  for the  conversion  of all  accumulated
dividends on the Series A and B Preferred  Stock. As of June 30, 2004,  there is
no Series A Preferred Stock or Series B Preferred Stock issued or outstanding.

NOTE 5. STOCKHOLDERS' EQUITY

CAPITAL STOCK

In  April  2004,  the  Company  entered  into a  non-binding  agreement  with an
investment firm to raise  approximately  $5 million to $7 million  pursuant to a
private placement.  On June 4, 2004, the transaction  concluded with the Company
issuing 1,217,500 unregistered shares of Class A Common Stock at a sale price of
$4.00 per share.  The total net  proceeds  to the  Company,  including  fees and
expenses to register  the  securities  are  estimated to be  approximately  $4.0
million. The Company intends to use the net proceeds for capital investments and
for working capital.  The Company also issued to investors and to the investment
firm in the Private Placement, warrants to purchase a total of 304,375 shares of
Class A Common Stock at an exercise price of $4.80 per share,  exercisable  upon
receipt.  The Company  agreed to register the shares and warrants  issued in the
Private  Placement with the Securities and Exchange  Commission by filing a Form
SB-2 on or before July 5, 2004.  Certain monetary penalties apply if the Company
fails  to file an  initial  Form  SB-2 by  July 5,  2004,  or such  registration
statement is not declared  effective  within a  stipulated  period of time.  The
Company  filed the Form  SB-2 on July 2,  2004,  and the Form SB-2 was  declared
effective by the Securities and Exchange Commission on July 20, 2004.

In May 2004,  the Company  entered into an agreement  with the holder of 750,000
shares of  AccessDM's  Common  Stock,  to exchange  all of its shares for 31,300
unregistered  shares of AccessIT's  Class A Common Stock.  This  transaction was
consummated  in May 2004 and as a  result,  AccessIT  holds  100% of  AccessDM's
Common Stock. In connection with the transaction, the Company recorded a gain of
$13,  representing the difference between the fair value of the AccessIT Class A
Common Stock given and the AccessDM common stock received.  The gain is included
in Other Expense, Net in the Consolidated Statements of Operations.

STOCK OPTION PLAN

AccessIT  granted 8,000 stock options to its employees,  and 1,667 stock options
to a vendor in exchange  for  services,  during the three  months ended June 30,
2004, at an exercise  price of $5.00 per share.  Amortization  of deferred stock
compensation  amounted to $6 and $4 for the three months ended June 30, 2003 and
2004,  respectively,  and have been recorded as non-cash compensation expense in
the unaudited Consolidated Statements of Operations.

As of June 30, 2004,  there were 69,769  options  available  for grant under the
2000 Stock Option Plan.

WARRANTS

In  connection  with the  issuance of the 5-Year Notes (see Note 3), the Company
issued  warrants  to the holders of the 5-Year  Notes to purchase  shares of the
Company's Class A Common Stock (the "5- Year Notes Warrants").  During the three
months ended June 30, 2003,  The Company issued 105,500 5-Year Notes Warrants to
the  holders  of the  5-Year  Notes in the ratio of  one-half  of a 5-Year  Note
Warrant for every dollar of 5-Year Notes issued. In total,  440,500 5-Year Notes
Warrants were issued, and were ascribed an estimated fair value of $2,202, which
has been  recognized as issuance cost and therefore has been charged against the
carrying  value of the related  notes  payable.  In November  2003,  the Company
completed the Exchange  Offer  covering the majority of the  outstanding  5-Year
Notes  and  related  warrants  (see  Note  3),  and the  remaining  value of the
underlying  5-Year Notes  Warrants was amortized to Non-Cash  Interest  Expense,
totaling $1,421. During the three months ended June 30 2003 and 2004, a total of
$80 and $47 was amortized to non-cash  interest  expense to accrete the value of
the notes to their face value over the expected term of the related notes.

In connection  with the June 2004 Private  Placement,  the Company issued to the
investors and to the investment firm in the Private Placement,  304,375 warrants
(the  "Private  Placement  Warrants")  to  purchase  Class A Common  Stock at an
exercise  price  of  $4.00  per  share.  The  Private  Placement   Warrants  are
exercisable from the date of issuance and for a period of five years thereafter.
However,  the Private  Placement  Warrants may be redeemed by the Company at any
time  after  the date that is one year from the issue  date,  upon  thirty  days
advance  written notice to the holder,  for $0.05 per warrant  share,  provided,
that (i) a registration statement with the Securities and Exchange Commission is
then in  effect  as to the  warrant  shares  and will be in  effect as of a date
thirty days from the date of giving the redemption  notice and (ii) for a period
of twenty (20)  Trading  Days prior to the giving of the  redemption  notice the
Common Stock has closed at a price of $9.20 per share or higher.

In accordance with EITF 00-19,  "Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled In, a Company's Own Stock," and the terms of
the  warrants,  the fair  value of the  warrants  has  been  accounted  for as a
liability,  with an  offsetting  reduction to the  carrying  value of the common
stock.

                                       9

The fair value of the warrants was estimated to be $797, using the Black-Scholes
option-pricing  model with the following  assumptions:  no dividends:  risk-free
interest rate 3.94%,  the contractual life of 5 years and volatility of 72%. The
fair value of the warrants was  re-measured at June 30, 2004 and estimated to be
$776.  The decrease in the fair value of $21 from the  transaction  date to June
30, 2004 was  recorded  as a credit to Other  expense,  net in the  Consolidated
Statement of Operations.

NOTE 6. COMMITMENTS AND CONTINGENCIES

The Company is a party to litigation  with a former employee of Hollywood SW. In
February 2003, prior to the Company's  acquisition of Hollywood SW, Hollywood SW
eliminated the position of an employee,  and as part of the termination process,
Hollywood  SW  attempted to secure a general  release  from  liability  from the
employee.  In March  2003,  the Company  received a letter  from the  employee's
attorney seeking  unspecified  damages to release the Company from any potential
claims,  including  alleged  improper  classification  as an exempt employee and
unpaid vacation time. In February 2004, the employee's  attorney filed a lawsuit
in California seeking unspecified  damages. The Company is discussing the matter
with the employee's attorney and has contested the matter.

NOTE 7. SUPPLEMENTAL CASH FLOW DISCLOSURE
                                                            THREE MONTHS ENDED
                                                            ------------------
                                                                 JUNE 30,
                                                                 --------
                                                            2003           2004
                                                            ----           ----
Interest paid.............................................  $93            $152
Accretion on mandatorily redeemable
convertible preferred stock...............................  226              --
Issuance of warrants to purchase common stock.............   --             797

NOTE 8. SEGMENT INFORMATION

Segment  information  has  been  prepared  in  accordance  with  SFAS  No.  131,
"Disclosures  about  Segments of an  Enterprise  and Related  Information".  The
Company has two reportable  segments:  Data Center  Services and Media Services.
The segments  were  determined  based on products and services  provided by each
segment.  Accounting policies of the segments are the same as those described in
Note 2.  Performance  of the segments is evaluated  on operating  income  before
interest, taxes, depreciation and amortization. The Datacenters segment provides
services  through its nine IDC's  including  the  license of data center  space,
provision of power, data connections to other  businesses,  and the installation
of equipment, and the operations of Managed Services. The Media Services segment
consists of  Hollywood  SW and  AccessDM.  Hollywood  SW develops  and  licenses
software to the  theatrical  distribution  and exhibition  industries,  provides
services as an ASP, and provides software  enhancements and consulting services.
AccessDM was formed to store and  distribute  digital  content to movie theaters
and other venues.  Prior to November 3, 2003,  the Company  operated only in the
Datacenters  segment.  All of the Company's  revenues were generated  inside the
United States.
                                       10

Selected segment data:

Operating income (loss) before interest, taxes, depreciation and amortization:

                                                            THREE MONTHS ENDED
                                                            ------------------
                                                                 JUNE 30,
                                                                 --------
                                                             2003          2004
                                                             ----          ----
Media Services.....................................          $--          $(39)
Datacenters........................................          (12)          (85)
                                                             ----          ----

Total..............................................         $(12)        $(124)
                                                            =====        ======

There were no inter-segment revenues or expenses for the three months ended June
30, 2003 or 2004.

                                                                AS OF JUNE 30,
                                                                --------------
                                                                     2004
                                                                     ----
Assets:
Media Services.................................................     $9,531
Datacenters....................................................     14,208
                                                                    ------

Total..........................................................    $23,739
                                                                   =======

A  reconciliation  of the totals  reported  for the  operating  segments  to the
significant line items in the consolidated financial statements is as follows:

                                                           THREE MONTHS ENDED
                                                           ------------------
                                                               JUNE 30,
                                                               --------
                                                          2003              2004
                                                          ----              ----

Reportable segment operating loss.....................   $(12)            $(124)
Less: Depreciation and amortization...................    619               774
                                                          ---               ---

Total loss from operations............................  $(631)            $(898)
                                                         ======           ======

NOTE 9. RELATED PARTY TRANSACTIONS

As of June 30, 2003 and 2004,  the Company had $1.4  million and $4.3 million in
notes payable to related parties,  including officers of the Company. During the
three months ended June 30, 2003 and 2004 there were $0 and $123  repayments  of
these notes payable, respectively.

NOTE 10. SUBSEQUENT EVENTS

On July 2, 2004,  the Company filed a Form SB-2 with the Securities and Exchange
Commission  to  register  the  1,217,500  shares  of Class A Common  Stock,  and
warrants to purchase  304,375 shares of Class A Common Stock that were issued in
the Private Placement, (see Note 5). On July 20, 2004 the Form SB-2 was declared
effective.

During July 2004, the Company made early repayments of 5-Year Notes principal of
$58 to two holders of the 5-Year Notes.

On August 12, 2004, the Company issued a press release announcing that its Board
of  Directors  has  authorized  the  purchase  of up to  100,000  shares  of the
Company's  Class A Common  Stock.  The shares will be  purchased  at  prevailing
prices from  time-to-time in the open market depending on market  conditions and
other factors.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THIS REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS.  FORWARD-LOOKING
STATEMENTS  IN THIS  REPORT  ARE  INDICATED  BY  WORDS  SUCH  AS  "ANTICIPATES,"
"EXPECTS," "BELIEVES,"  "INTENDS," "PLANS," "ESTIMATES,"  "PROJECTS" AND SIMILAR
EXPRESSIONS.  THESE  STATEMENTS  REPRESENT  OUR  EXPECTATIONS  BASED ON  CURRENT
INFORMATION AND ASSUMPTIONS.  FORWARD-LOOKING  STATEMENTS ARE INHERENTLY SUBJECT
TO RISKS AND  UNCERTAINTIES.  OUR ACTUAL  RESULTS COULD DIFFER  MATERIALLY  FROM
THOSE  WHICH ARE  ANTICIPATED  OR  PROJECTED  AS A RESULT OF  CERTAIN  RISKS AND
UNCERTAINTIES,  INCLUDING,  BUT NOT LIMITED TO A NUMBER OF FACTORS,  SUCH AS OUR
INCURRENCE OF LOSSES TO DATE; ACHIEVING SUFFICIENT VOLUME

                                       11

OF BUSINESS FROM OUR CUSTOMERS; OUR SUBSIDIARIES CONDUCTING BUSINESS IN AREAS IN
WHICH WE HAVE LITTLE EXPERIENCE; ECONOMIC AND MARKET CONDITIONS; THE PERFORMANCE
OF  THE  DATACENTERS  AND  SOFTWARE  RELATED  BUSINESSES;  CHANGES  IN  BUSINESS
RELATIONSHIPS WITH OUR MAJOR CUSTOMERS AND IN THE TIMING,  SIZE AND CONTINUATION
OF OUR CUSTOMERS' PROGRAMS; COMPETITIVE PRODUCT AND PRICING PRESSURES; INCREASES
IN COSTS THAT CANNOT BE RECOUPED IN PRODUCT PRICING;  SUCCESSFUL  INTEGRATION OF
ACQUIRED  BUSINESSES;  AS WELL AS OTHER RISKS AND  UNCERTAINTIES,  SUCH AS THOSE
DESCRIBED UNDER  QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK AND
THOSE  DETAILED  HEREIN AND FROM TIME TO TIME IN OUR FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION.  THOSE  FORWARD-LOOKING  STATEMENTS ARE MADE ONLY AS OF
THE DATE  HEREOF,  AND WE  UNDERTAKE  NO  OBLIGATION  TO UPDATE  OR  REVISE  THE
FORWARD-LOOKING  STATEMENTS,  WHETHER  AS A RESULT  OF NEW  INFORMATION,  FUTURE
EVENTS OR OTHERWISE. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
THE UNAUDITED  CONSOLIDATED  FINANCIAL STATEMENTS,  INCLUDING THE NOTES THERETO,
INCLUDED ELSEWHERE IN THIS FORM 10-QSB.

OVERVIEW

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.  Recently,  we have actively expanded 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.

We have two  reportable  segments:  Data Center  Services,  which  comprise  the
operations of our nine IDCs and the  operations of Managed  Services;  and Media
Services,  which  represents  the  operations  of  Hollywood  SW  and  AccessDM,
including Boeing Digital.  For the three months ended June 30, 2004, we received
24% of our revenue from the Media  Services  segment and 76% of our revenue from
the Data Center Services segment.

From our  inception  through  November 3, 2003,  all of our  revenues  have been
derived  from  monthly  license  fees and fees  from  other  ancillary  services
provided  by us at our IDCs.  Hollywood  SW  generates  revenues  from  software
license fees, ASP fees,  enhancements,  consulting and maintenance fees. Managed
Services generates  revenues primarily from managed network services.  We intend
to generate  revenues from AccessDM via the delivery of digital movies and other
content to movie  theaters and other venues.  We incurred net losses of $832 and
$965 in the three months ended June 30, 2003 and 2004, respectively, and we have
an accumulated deficit of $15.7 million as of June 30, 2004. We anticipate that,
with the acquisitions of Hollywood SW, Managed Services and substantially all of
the assets of Boeing Digital, as well as the operation of AccessDM,  our results
of  operations  will  improve.  As we grow,  we expect our  operating  costs and
general and  administrative  expenses  will also  increase  for the  foreseeable
future,  but as a lower  percentage of revenue.  In order to achieve and sustain
profitable  operations,  we will need to generate more revenues, and we may need
to obtain additional financing, than we have in prior years.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America.  The preparation of consolidated  financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  our  management  to make  estimates  and  assumptions  that affect the
reported  amounts of assets and  liabilities  and the  disclosure  of contingent
assets and liabilities at the date of the consolidated  financial statements and
the reported amounts of revenues and expenses during the reporting  period.  Our
most significant estimates relate to revenue recognition,  capitalized software,
depreciation  of fixed assets and  amortization  of  intangible  assets.  Actual
results could differ from these estimates. On an on-going basis, we evaluate our
estimates,  including  those related to the carrying  values of our fixed assets
and  intangible  assets.  We base our estimates on historical  experience and on
various  other   assumptions   that  we  believe  to  be  reasonable  under  the
circumstances  made,  the  results of which form the basis for making  judgments
about the  carrying  values  of  assets  and  liabilities  that are not  readily
apparent from other sources.  Actual  results could differ from these  estimates
under different assumptions or conditions.

We believe that the following critical  accounting policies and estimates affect
our more  significant  estimates and judgments  used in the  preparation  of our
consolidated financial statements.

REVENUE RECOGNITION

Through June 30, 2004, our Media Services  segment  revenues have been generated
by Hollywood SW and are accounted for in accordance  with  Statement of Position
97-2 "Software Revenue  Recognition" ("SOP 97-2"), and Staff Accounting Bulletin
No. 104,  "Revenue  Recognition."  Our software  revenues are generated from the
following primary sources:

o     software licensing, including customer licenses and ASP agreements;

o     software maintenance contracts; and

                                       12

o     professional  consulting services,  which includes systems implementation,
      training,  custom  software  development  services and other  professional
      services.

Software licensing revenue is recognized when the following criteria are met:

o     persuasive evidence of an arrangement exists;

o     delivery has occurred and no significant  obligations  remain;  the fee is
      fixed or determinable; and

o     collection is determined to be probable.

Significant  upfront  fees are  received in addition  to periodic  amounts  upon
achievement  of contractual  events for licensing of our products.  Such amounts
are  deferred  until the  revenue  recognition  criteria  have  been met,  which
typically occurs after delivery and acceptance.

For  arrangements  with  multiple  elements  (e.g.,  delivered  and  undelivered
products,  maintenance and other services), we separately negotiate each element
of the arrangement based on the fair value of the elements.  The fair values for
ongoing  maintenance  and support  obligations  are based upon separate sales of
renewals  to  customers  or  upon  substantive   renewal  rates  quoted  in  the
agreements.  The fair values for services,  such as training or consulting,  are
based upon hourly billing rates of these services when sold  separately to other
customers.  In instances  where we are not able to determine  fair value of each
element and the services are essential to the functionality of the software,  we
follow percentage-of-completion accounting to recognize revenue.

Customers not wishing to license and operate our software themselves may use the
software  through  an ASP  arrangement,  in which we host  the  application  and
provide  customer  access via the internet.  Annual minimum ASP service fees are
recognized  ratably over the contract term. Overage revenues for usage in excess
of stated minimums are recognized monthly.

Maintenance  services and website  subscription fees are recognized ratably over
the  contract  term.  Professional  consulting  services,  sales of third  party
products and resale  hardware  revenues are recognized as services are provided.
Software  development  revenues are recognized when delivery has occurred and no
significant obligations remain.

Deferred revenue is recorded in cases of:

o     a portion or the entire  contract  amount  cannot be recognized as revenue
      due  to  non-delivery  or  acceptance  of  licensed   software  or  custom
      programming;

o     incomplete implementation of ASP service arrangements; or

o     unexpired  pro-rata  periods of  maintenance,  minimum ASP service fees or
      website subscription fees.

As  license  fees,  maintenance  fees,  minimum  ASP  service  fees and  website
subscription  fees are often  paid in  advance,  a portion  of this  revenue  is
deferred  until the  contract  ends.  Such  amounts are  classified  as deferred
revenue  in the  consolidated  balance  sheet and are  recognized  as revenue in
accordance with our revenue recognition policies described above.

Our Data center segment revenues  consist of license fees for colocation  space,
riser  access  charges,  electric  and  cross-connect  fees,  and  non-recurring
equipment  installation  fees.  Revenues  from our IDCs,  riser access  charges,
electric and cross-connect fees are billed monthly and, in accordance with Staff
Accounting Bulletin No. 104, "Revenue  Recognition," are recognized ratably over
the  terms of the  contracts,  generally  one to nine  years.  Certain  customer
contracts  contain periodic  increases in the amount of license fees to be paid,
and those  amounts are  recognized  as license fee  revenues on a  straight-line
basis over the term of the contracts. Installation fees are recognized on a time
and  materials  basis in the  period in which the  services  were  provided  and
represent the culmination of the earnings process as no significant  obligations
remain.  Amounts  such as  prepaid  license  fees and other  amounts,  which are
collected  prior to  satisfying  the above  revenue  recognition  criteria,  are
classified as deferred revenues. Amounts satisfying revenue recognition criteria
prior to billing are classified as unbilled revenues.

CAPITALIZED SOFTWARE COSTS

We account for software costs under Statement of Financial  Accounting Standards
("SFAS")  No. 86,  "Accounting  for the Costs of  Computer  Software to Be Sold,
Leased,  or Otherwise  Marketed."  Software  development costs that are incurred
subsequent to establishing technological  feasibility,  and until the product is
commercially  released,   are  capitalized.   Amounts  capitalized  as  software
development  costs are generally  amortized on a  straight-line  basis over five
years. We review  capitalized  software costs for impairment on an annual basis.
To the extent that the carrying  amount  exceeds the  estimated  net  realizable
value of the  capitalized  software cost, an impairment  charge is recorded.  No
impairment  was recorded for the three months ended June 30, 2004.  Amortization

                                       13

of capitalized  software development costs,  included in costs of revenues,  for
the three months ended June 30, 2004 amounted to $60.

BUSINESS COMBINATIONS AND INTANGIBLE ASSETS

We have  adopted  SFAS No.  141,  "Business  Combinations"  and  SFAS  No.  142,
"Goodwill  and other  Intangible  Assets."  SFAS No. 141  requires  all business
combinations  to be accounted for using the purchase  method of  accounting  and
that  certain  intangible  assets  acquired  in a business  combination  must be
recognized  as  assets  separate  from  goodwill.  SFAS No.  142  addresses  the
recognition and measurement of goodwill and other intangible  assets  subsequent
to their  acquisition.  SFAS No. 142 also addresses the initial  recognition and
measurement of intangible  assets  acquired  outside of a business  combination,
whether  acquired  individually or with a group of other assets.  This statement
provides that intangible  assets with indefinite  lives and goodwill will not be
amortized but will be tested at least annually for impairment.  If an impairment
is indicated,  then the asset will be written down to its fair value,  typically
based upon its future  expected  discounted cash flows. As of June 30, 2004, our
finite-lived  intangible assets consisted of customer agreements,  covenants not
to compete, trade names and trademarks, which are estimated to have useful lives
of  ranging  from 2 to 10 years.  In  addition,  we have  recorded  goodwill  in
connection with the acquisitions of Hollywood SW and Managed Services.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated at cost,  less  accumulated  depreciation.
Depreciation  is recorded  using the  straight-line  method  over the  estimated
useful  lives  of  the  respective  assets.  Leasehold  improvements  are  being
amortized over the shorter of the lease term or the estimated useful life of the
improvement.  Maintenance  and repair  costs are charged to expense as incurred.
Major renewals, improvements and additions are capitalized.

IMPAIRMENT OF LONG-LIVED ASSETS

We review the  recoverability  of our  long-lived  assets on a periodic basis in
order to identify business conditions, which may indicate a possible impairment.
The  assessment  for potential  impairment is based  primarily on our ability to
recover  the  carrying  value of our  long-lived  assets  from  expected  future
undiscounted cash flows. If the total of expected future undiscounted cash flows
is less than the total  carrying  value of the assets,  a loss is recognized for
the difference  between the fair value  (computed based upon the expected future
discounted cash flows) and the carrying value of the assets.

DESCRIPTION OF LINE ITEMS

The  following is a  description  of certain line items from our  statements  of
operations:

o     Media Services  revenues  include  charges for software  license fees, ASP
      service fees, consulting, development and maintenance fees, future digital
      delivery and digital media software  license fees.  Media Services revenue
      are those generated by Hollywood SW and AccessDM. Our Data center revenues
      include  charges for monthly  license fees for IDC space,  electric  fees,
      riser access charges and installation fees.

o     Cost of  revenues  consists  of  facility  operating  costs  such as rent,
      utilities, real estate taxes, repairs and maintenance, insurance and other
      related  expenses,  and amortization of capitalized  software  development
      costs.

o     Selling, general and administrative expenses consist primarily of salaries
      and related personnel costs,  professional fees, advertising and marketing
      costs and our corporate and Hollywood SW headquarters facility costs.

o     Non-cash,  stock-based  compensation  represents the value of employee and
      non-employee stock options and restricted stock grants, amortized over the
      vesting periods (if any).

o     Non-cash  interest  expense  represents  the  accretion  of the  value  of
      warrants attached to our five-year promissory notes.

PRIVATE PLACEMENT

On June 4, 2004,  we  concluded a Private  Placement  transaction  with  several
investors  whereby  we issued  1,217,500  unregistered  shares of Class A Common
Stock at a sale price of $4.00 per share (the  "Private  Placement").  The total
net  proceeds,  including  fees and  expenses to  register  the  securities  are
estimated to be  approximately  $4.0 million.  We intend to use the net proceeds
for capital investments and for working capital. We also issued to investors and
to the investment firm in the Private Placement, warrants to purchase a total of
304,375  shares of Class A Common Stock at an exercise price of $4.80 per share,
exercisable  upon receipt.  We agreed to register the shares and warrants issued
in the Private Placement with the Securities and Exchange Commission by filing a
Form SB-2 on or before July 5, 2004.  Certain  monetary  penalties  apply if the
initial Form SB-2 is not filed by July 5, 2004, or the registration statement is
not declared  effective  within a stipulated  period of time.  We filed the Form


                                       14

SB-2 on July 2, 2004, and the Form SB-2 was declared effective by the Securities
and Exchange Commission on July 20, 2004.

RESULTS OF OPERATIONS

FOR THE THREE  MONTHS  ENDED JUNE 30, 2003 AND THE THREE  MONTHS  ENDED JUNE 30,
2004

REVENUES.  Our total  revenues  were $1.4 million and $2.2 million for the three
months  ended June 30, 2003 and 2004,  respectively,  an  increase  of 56%.  The
increase  was  primarily  attributable  to  Hollywood  SW, which was acquired in
November 2003, and contributed $535 of revenues, and Managed Services, which was
acquired  in  January  2004  and  generated  $194 of  revenues.  Also,  revenues
increased at our IDCs by $60, due to customer growth.

COST OF  REVENUES.  Our cost of revenues was $869 and $1.1 million for the three
months  ended June 30, 2003 and 2004,  respectively,  an  increase of 30%.  This
increase was primarily  attributable  to Managed  Service's  operating  expenses
which were $138, primarily representing personnel costs. In addition,  Hollywood
SW expenses were $42,  primarily due to  amortization  of  capitalized  software
costs.

GROSS PROFIT.  Gross profit was $552 and $1.1 million for the three months ended
June, 30, 2003 and 2004, respectively. The increase was primarily due to $493 of
gross profit generated by Hollywood SW, and a modest increase in gross profit at
our IDCs,  due  largely  to fixed  data  center  operating  expenses  and higher
revenues.

SELLING,   GENERAL  AND  ADMINISTRATIVE   EXPENSES.  Our  selling,  general  and
administrative  expenses  were $558 and $1.2  million for the three months ended
June 30, 2003 and 2004,  respectively,  an increase of 106%.  Incremental  costs
associated with Hollywood SW, Managed  Services and AccessDM were $401, $81, and
$52, respectively, due primarily to personnel and office expenses. The remainder
of the increase is primarily  due to  increases  in corporate  personnel  costs,
advertising  expenses and bad debt expense due to increases to the allowance for
doubtful accounts. As of June 30, 2003 and 2004 we had 11 and 44 employees,  one
and six of whom, are part-time, respectively.

RESEARCH AND DEVELOPMENT. AccessIT recorded expenses of $0 and $47 for the three
months  ended June 30, 2003 and 2004,  respectively.  The  increase is primarily
attributable to research and development efforts at Hollywood SW.

NON-CASH,   STOCK-BASED   COMPENSATION.   We  recorded   non-cash,   stock-based
compensation  of $6 and $4 for the three  months  ended June 30,  2003 and 2004,
respectively.  These amounts typically represent the fair value of stock options
granted to non-employees in exchange for goods and services,  amortized over the
vesting period, which ranges from immediate vesting to three years. The types of
services  performed  by  non-employees  in exchange for stock  options  included
advisory  services on real estate matters,  and  advertising and marketing.  The
fair value of these stock options was determined using the Black-Scholes  option
pricing  model.  The  decrease  was  due  to  lower  amortization  expense  from
non-employee options, due to the vesting of certain grants made in prior years.

DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization was $619 and $774
for the three months ended June 30, 2003 and 2004, respectively,  an increase of
25%. The acquisition of Hollywood SW and Managed  Services  resulted in $111 and
$36,  respectively,  of depreciation and amortization for the three months ended
June 30, 2004.  Partially  offsetting  this increase was certain assets reaching
the end of their stated useful lives, and becoming fully depreciated.

INTEREST  EXPENSE.  Interest expense was $116 and $97 for the three months ended
June 30, 2003 and 2004,  respectively.  The  decrease was  primarily  due to the
March 2004 exchange of 5-Year Notes totaling $2,480 for Common Stock, and 5-year
notes totaling $1,705, exchanged for 6% convertible notes.

NON-CASH  INTEREST  EXPENSE.  Non-cash  interest expense was $80 and $47 for the
three  months  ended June 30,  2003 and 2004,  respectively.  Non-cash  interest
expense  results  from the  accretion  of the value of warrants  attached to our
5-year  promissory  notes (which bear interest at 8% per year).  The decrease is
primarily due to one-time  accretion of $1.4 million recorded in connection with
the March 2004 exchange of five-year promissory notes.

INCOME TAX BENEFIT. Income tax benefit was $0 and $78 for the three months ended
June 30, 2003 and 2004, respectively.  The current year amount is related to the
amortization of a deferred tax liability related to our acquisition of Hollywood
SW and Managed Services.

NET LOSS. As a result of the  foregoing,  we had net losses of $832 and $965 for
the three months ended June 30, 2003 and 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We  have  incurred  operating  losses  in  each  year  since  we  commenced  our
operations.  Since our inception, we have financed our operations  substantially
through the private  placement of shares of our common and preferred  stock, the


                                       15

issuance of our one-and  five-year 8% promissory  notes,  our November 2003 IPO,
and our June 2004 Private Placement. In March 2004, we refinanced  approximately
$4.2 million  aggregate  principal  amount (plus accrued and unpaid interest) of
5-year promissory notes pursuant to an exchange offer (the "Exchange Offer"). In
exchange for the 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 June 30, 2004 were  convertible into a maximum of
312,479  shares of our Class A common  stock.  From  inception  through June 30,
2004, we had raised cash of approximately  $19.6 million,  $4.5 million and $4.4
million  through  sales of our common stock,  preferred  stock,  and  promissory
notes, respectively.  Additionally,  we have issued common stock in lieu of cash
payments  totaling $3.1 million to the sellers of Hollywood SW, Managed Services
and Boeing Digital, and for construction services at our IDCs. Also, in November
2002, we issued a $1 million 9% secured note to a seller in connection  with the
acquisition  of six IDCs from  ColoSolutions.  This note was repaid in  November
2003. We have no borrowings or line of credit  arrangements  with banks or other
financial institutions.

On July 2,  2004,  we  received  notice  that  certain  creditors  of one of our
datacenter  customers  filed an  involuntary  bankruptcy  petition  against  the
customer.  On July 14,  the  customer  agreed to the entry of an order  granting
relief under chapter 11 of the Bankruptcy  Code and then  converting the chapter
11 case to a  chapter  7  liquidation.  As of June  30,  2004,  we had  accounts
receivable  of $121 and unbilled  revenue of $499  recorded on the  Consolidated
Balance Sheet related to this customer. We have a first security interest in the
customer's  accounts receivable and we are attempting to validate the amount and
nature of the accounts  receivable.  Based on  information  received to date, we
believe that the accounts receivable of the customer are substantially in excess
of the amounts recorded on our Consolidated Balance Sheet. Therefore, we believe
the amounts recorded on the Consolidated Balance Sheet will be collected.

On June 4, 2004,  we  concluded  the  Private  Placement  and  issued  1,217,500
unregistered  shares of Class A Common Stock at a sale price of $4.00 per share.
The total net proceeds,  including  fees and expenses to register the securities
are  estimated  to be  approximately  $4.0  million.  We  intend  to use the net
proceeds  for capital  investments  and for working  capital.  We also issued to
investors  and to the  investment  firm in the  Private  Placement,  warrants to
purchase a total of 304,375  shares of Class A Common Stock at an exercise price
of $4.80 per share,  exercisable upon receipt.  We agreed to register the shares
and,  shares  underlying the warrants  issued in the Private  Placement with the
Securities  and Exchange  Commission  by filing a Form SB-2 on or before July 5,
2004.  We filed the Form SB-2 on July 2,  2004,  and the Form SB-2 was  declared
effective by the Securities and Exchange Commission on July 20, 2004.

On  November  14,  2003 our IPO was  finalized,  resulting  in the  issuance  of
1,380,000  shares of class A common stock. The net proceeds of our IPO were $4.8
million, of which $1.1 million was used for general business purposes. We agreed
upon the  completion of the IPO in November 2003 to pay the lead  underwriter an
advisory fee for the 12-month period beginning upon the completion of the IPO.

On  November  3, 2003,  we  acquired  all of the  outstanding  capital  stock of
Hollywood SW. In connection  with the  acquisition of Hollywood SW, we issued $3
million of 8%  promissory  notes to the  sellers,  which  notes are  secured and
senior, with certain  exceptions,  to all indebtedness during the five year term
of those notes.  Our  obligations to repay our  promissory  notes and to pay any
additional  purchase  price is  secured  by a pledge  of all of  Hollywood  SW's
capital stock and any  distributions and proceeds there from, except that we are
permitted to receive  cash  distributions  from  Hollywood SW to the extent that
such distributions do not exceed Hollywood SW's cash flow from operations.

As of June 30, 2004,  we had cash and cash  equivalents  of $5,249.  Our working
capital at June 30, 2004 was $3,805.

For the three  months  ended June 30,  2003,  we raised  gross  proceeds of $1.1
million through sales of our 5- year promissory notes.

Our  operating  activities  resulted in net cash outflows of $471 and $1,020 for
the  quarters  ended June 30, 2003 and 2004,  respectively.  The  increase  was,
primarily due to higher  payments of accounts  payable and accrued  expenses and
lower collection of accounts receivable.

Investing  activities  used net cash of $57 and $197 for the quarters ended June
30, 2003 and 2004, respectively.  The increase was due to additions to Hollywood
SW's  capitalized  software  costs.  We  anticipate  that we will  experience an
increase in our capital  expenditures  consistent with the anticipated growth in
our operations, infrastructure and personnel.

Net cash  provided by financing  activities  for the three months ended June 30,
2003 was due to the  issuance of $1.1  million of our 5-year  promissory  notes,
less  repayments  of capital lease  obligations.  Net cash provided by financing
activities  for the three  months  ended June 30, 2004 was due  primarily to the
June 2004 Private Placement,  less repayments of notes payable and capital lease
obligations.

We have acquired equipment under long-term capital lease obligations that expire
at  various  dates  through  December  2006.  As of  June  30,  2004,  we had an
outstanding  balance of $121 in capital lease  obligations.  These capital lease
obligations covered computer and power generating  equipment at our data centers
and our  corporate  office.  All our capital lease  obligations  were secured by
equipment at the following  locations and in the following principal amounts: at
                                       16

our executive offices,  telephone equipment in the remaining principal amount of
$21, Caterpillar generators at six of our IDCs in the remaining principal amount
of $78, and computer  equipment for use in Managed Service's  operations of $22.
As of June 30, 2004, minimum future capital lease payments (including  interest)
for the fiscal years ended June 30, 2005, 2006, and 2007 were $102, $17, and $6,
respectively.

Following the completion of the Exchange Offer in March 2004, the holders of the
$3.0  million of  Hollywood  SW  acquisition  notes,  and $220 of 5-Year  Notes,
elected not to participate in the Exchange Offer.

In March 2004, in connection  with our  acquisition of assets of Boeing Digital,
we issued a $1.8 million  non-interest  bearing note, payable in equal principal
payments each year for four years.

Other  significant  commitments  consist  of  obligations  under  non-cancelable
operating  leases that totaled  approximately  $16.5 million as of June 30, 2004
and are payable in varying  monthly  installments  through  2015. As of June 30,
2004,  minimum future  operating  lease payments for the fiscal years ended June
30, 2005,  2006,  2007,  2008, 2009 and thereafter (in total) were $2.4 million,
$2.2  million,  $2.1  million,  $2.2  million,  $2.2  million and $5.4  million,
respectively.

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

During the fiscal year ended March 31, 2004 and the three  months ended June 30,
2004,  our  operations  have been  financed  primarily  through  equity and debt
financing,  most recently the completion of the June 2004 Private Placement that
we anticipate will generate  estimated net cash receipts of $4.0 million,  after
expenses.  However, we have incurred  substantial losses and negative cash flows
since  inception.  During the fiscal  year  ended  March 31,  2004 and the three
months ended June 30,  2004,  we have  incurred  losses of $4.8 million and $965
respectively,  and cash inflows (outflows) from operating activities of $321 and
$(1,020),  respectively.  In addition,  we have an accumulated  deficit of $15.7
million  as  of  June  30,  2004.  Furthermore,   we  have  total  debt  service
requirements totaling $1.1 million for the twelve months beginning in June 2004.

Management  expects that we will continue to generate  operating  losses for the
foreseeable  future due to  depreciation  and  amortization,  and the  continued
efforts  related to the  identification  of acquisition  targets,  marketing and
promotional   activities  and  the  development  of  relationships   with  other
businesses.  Certain  of  these  costs  could  be  reduced  if  working  capital
decreased.  We may attempt to raise additional  capital from various sources for
future  acquisitions  or for  working  capital  as  necessary,  but  there is no
assurance that such financing will be completed as  contemplated  or under terms
acceptable to us, or our existing  shareholders.  Failure to generate additional
revenues, raise additional capital or manage discretionary spending could have a
material  adverse  effect on our ability to  continue as a going  concern and to
achieve our intended business objectives.

Our management  believes that the net proceeds generated by the IPO and our June
2004 Private  Placement and the lower debt service  requirements  as a result of
the Exchange  Offer,  combined  with our cash on hand and cash  receipts will be
sufficient to permit us to continue our operations for the foreseeable future.

RELATED PARTY TRANSACTIONS

As of June 30,  2003 and 2004,  we had $1.4  million  and $4.3  million in notes
payable to related  parties,  including our officers of the Company.  During the
three months ended June 30, 2003 and 2004,  there were $0 and $123 repayments of
these notes payable, respectively.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business is currently  principally  in the United States.  As a result,  our
financial  results  are not  affected  by  factors  such as  changes  in foreign
currency  exchange rates or economic  conditions in foreign  markets.  We do not
engage in hedging  transactions  to reduce our  exposure  to changes in currency
exchange rates,  although if the geographical scope of our business broadens, we
may do so in the future.

Our exposure to market risk for changes in interest  rates relates  primarily to
the  increase or  decrease in the amount of interest  income that we may earn on
our invested  cash.  Because we  currently  do not have any variable  rate debt,
there is no risk associated with fluctuating interest expense. We do not plan to
use any derivative financial instruments.  We plan to help ensure the safety and
preservation of invested principal funds by limiting default risks,  market risk
and investment risk. We plan to mitigate our default risk by investing generally
in low-risk securities.

                                       17

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  we conducted an evaluation,
under the  supervision  and with the  participation  of our principal  executive
officer and principal  financial officer, of the effectiveness of our disclosure
controls and  procedures  (as defined in Rules 13a-15 and 15d-15 of the Exchange
Act). Based on this evaluation,  our principal  executive  officer and principal
financial  officer  concluded  that our  disclosure  controls and procedures are
effective to ensure that  information  required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported  within the time periods  specified in the  Securities and Exchange
Commission rules and forms.

There was no change in our internal control over financial  reporting during our
most recently  completed  fiscal  quarter that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.

                           PART II. OTHER INFORMATION

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities.

(c) On June 4,  2004,  we issued  1,217,500  unregistered  shares of our Class A
Common  Stock  pursuant  to a private  placement  with  institutional  and other
accredited  investors.  Additionally,  we  issued  warrants  to  the  investors,
exercisable  upon  receipt,  to purchase up to 243,500  shares of Class A Common
Stock at an  exercise  price of $4.80 per share and  warrants  to the  placement
agent,  exercisable  upon  receipt,  to purchase up to 60,875  shares of Class A
Common Stock at an exercise price of $4.80 per share.

Item 5.  Other Information.

         None.

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

         (a) Exhibits

          The  exhibits are listed in the Exhibit  Index  beginning on page 20
herein.

(b)      Reports on Form 8-K.

1.       Form 8-K filed with the Securities and Exchange  Commission on April 2,
         2004,  announcing the Company's acquisition of substantially all of the
         assets of Boeing Digital Cinema (File No. 001-31810).

2.       Form 8-K filed with the Securities and Exchange Commission on April 29,
         2004,  announcing  the  consummation  of the  Company's  March 24, 2004
         exchange offering (File No. 001-31810).

3.       Form 8-K filed with the Securities  and Exchange  Commission on June 3,
         2004,  announcing  the  execution of an  agreement  to privately  place
         shares of the  Company's  Class A Common Stock and warrants to purchase
         such Common Stock (File No. 001-31810).

4.       Form 8-K filed with the Securities  and Exchange  Commission on June 8,
         2004,  announcing the private placement of the Company's Class A Common
         Stock and warrants to purchase such Common Stock (File No. 001-31810).

5.       Form 8-K filed with the Securities and Exchange  Commission on June 10,
         2004,  announcing the Company's  financial  results for the fiscal year
         and quarter ended March 31, 2004, (File No. 001-31810).



                                       18

                                   SIGNATURES

               In accordance with the requirements of the Exchange
             Act, the Registrant caused this report to be signed on
                  its behalf by the undersigned, thereunto duly
                                   authorized.


                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                                  (Registrant)

Date: August 12, 2004     BY: /S/  A. DALE MAYO
                              --------------------------
                              A. Dale Mayo
                              President and Chief Executive Officer and Director
                              (Principal Executive Officer)


Date:  August 12, 2004   BY:  /S/ BRIAN D. PFLUG
                              ---------------------------
                              Brian D. Pflug
                              Senior Vice President - Accounting & Finance
                              (Principal Financial Officer)



                                       19

EXHIBIT INDEX

Exhibit Number    Description

31.1 -- Officer's  Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted
        Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.

31.2 -- Officer's  Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 -- Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2-- Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.


     All of the above-referenced Exhibits are filed herewith.



                                       20