UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                FEBRUARY 11, 2005
                        (Date of earliest event reported)

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


       DELAWARE                      001-31810                   22-3720962
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of incorporation)                                        Identification No.)


   55 MADISON AVENUE, SUITE 300, MORRISTOWN NJ                        07960
     (Address of principal executive offices)                      (Zip Code)


                                 (973) 290-0080
              (Registrant's telephone number, including area code)

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


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

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) 

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

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





SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On February 11, 2005, ADM Cinema  Corporation  ("ADM  Cinema"),  a Delaware
corporation  and a wholly-owned  subsidiary of Access  Integrated  Technologies,
Inc.  ("AccessIT"),  completed an acquisition of substantially all of the assets
and certain liabilities of the Pavilion Movie Theatre/Entertainment Complex (the
"Pavilion")  from  Pritchard  Square Cinema,  LLC, a New York limited  liability
company ("Pritchard" or the "Seller"), pursuant to the Asset Purchase Agreement,
dated as of December 23, 2004, among ADM Cinema, the Seller and Norman Adie, the
Seller's  managing member (the "Pavilion  Transaction").  In connection with the
Pavilion  Transaction,  ADM Cinema  and OLP  Brooklyn  Pavilion  LLC, a Delaware
limited  liability  company ("OLP"),  entered into the Fourth Amendment to Lease
Agreement,  dated as of February 11, 2005 (the "Lease  Agreement"),  pursuant to
which ADM Cinema  leases the Pavilion  property,  located at 188  Prospect  Park
West,  Brooklyn,  New York,  for a term of 17 years at an average  lease rate of
approximately $95,000 per month.

A copy of the Lease Agreement is filed as Exhibit 10.1 of this report.

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     AccessIT  reported  the  completion  of  the  Pavilion  Transaction  in its
quarterly  report on Form 10-QSB  filed with the SEC on  February  14, 2005 (the
"10-QSB").  Also, AccessIT reported in the 10-QSB that it would file the audited
financial statements of Pritchard and pro forma financial statements of AccessIT
pursuant to the  Securities  Exchange  Act of 1934,  as  amended,  and the rules
promulgated thereunder.  Accordingly,  such audited financial statements and pro
forma financial statements are filed as Exhibits 99.1 and 99.2, respectively, to
this report.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

     Pursuant to the Lease  Agreement,  AccessIT  issued 40,000  restricted  and
unregistered  shares of its Class A common stock, par value $0.001 per share, to
OLP in  consideration of OLP's agreement to waive the requirement for a security
deposit under the Lease Agreement. The issuance of such shares to OLP was exempt
from the  registration  requirements  of the  Securities Act of 1933, as amended
(the "Securities Act"), under Section 4(2) of the Securities Act.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

                                       2

(A)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED


Pritchard's  audited financial  statements for the years ended December 31, 2004
and December 31, 2003 are attached hereto as Exhibit 99.1.

(B)      PRO FORMA FINANCIAL INFORMATION

AccessIT's  unaudited pro forma condensed  combined balance sheet as of December
31, 2004 and unaudited pro forma condensed combined statements of operations for
the year ended March 31, 2004 and the nine months  ended  December  31, 2004 are
attached hereto as Exhibit 99.2.

(C)       EXHIBITS

          The following exhibits are furnished as part of this report:

          10.1 Fourth  Amendment  to Lease  Agreement,  dated as of February 11,
          2005, between ADM Cinema Corporation and OLP Brooklyn Pavilion LLC.

          99.1 Pritchard Square Cinema,  LLC's audited financial  statements for
          the years ended December 31, 2004 and December 31, 2003.

          99.2  Access  Integrated  Technologies,  Inc.'s  unaudited  pro  forma
          condensed combined balance sheet as of December 31, 2004 and unaudited
          pro forma  condensed  combined  statements of operations  for the year
          ended March 31, 2004 and the nine months ended December 31, 2004.



                                       3





                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                              ACCESS INTEGRATED TECHNOLOGIES, INC.



                              By:         /s/ Brian D. Pflug
                                 -----------------------------------------------
                                 Name:    Brian D. Pflug
                                 Title:   Senior Vice President - Accounting and
                                          Finance


                                 Dated:  April 29, 2005



                                       4


                                  EXHIBIT INDEX


10.1 Fourth Amendment to Lease Agreement, dated as of February 11, 2005, between
ADM Cinema Corporation and OLP Brooklyn Pavilion LLC.

99.1 Pritchard Square Cinema,  LLC's audited financial  statements for the years
ended December 31, 2004 and December 31, 2003.

99.2  Access  Integrated  Technologies,  Inc.'s  unaudited  pro forma  condensed
combined balance sheet as of December 31, 2004 and unaudited pro forma condensed
combined statements of operations for the year ended March 31, 2004 and the nine
months ended December 31, 2004.



                                       5