Edgar Filing: ACCESS INTEGRATED TECHNOLOGIES INC

FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-117115

PROSPECTUS

1,198,375 Shares

Class A common stock

This prospectus relates to the resale by certain selling security holders of
Access Integrated Technologies, Inc. of 1,198,375 shares of our Class A common
stock, including 291,875 shares of our Class A common stock purchased by certain
security holders in our June 2004 private offering, and 316,875 shares of our
Class A common stock issuable upon the exercise of warrants issued to those
security holders, of which 60,875 shares of our Class A common stock are
issuable upon exercise of warrants issued to the placement agent in the private
offering.

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

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

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

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF FACTORS THAT YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.

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

August 11, 2005.

ABOUT THIS PROSPECTUS

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

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

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

We incorporate by reference the documents listed below (and the documents
incorporated by reference therein) that we have previously filed, and any
documents that we may file in the future, with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, until the offerings contemplated by this
prospectus are completed:
o our current report on Form 8-K, dated November 17, 2004 filed with the
SEC on February 2, 2005;
o our annual report on Form 10-KSB for the fiscal year ended March 31,
2005, filed with the SEC on June 29, 2005;
o our current report on Form 8-K, dated April 29, 2005, filed with the SEC
on April 29, 2005;
o our current report on Form 8-K, dated June 14, 2005, filed with the SEC
on June 14, 2005;
o our current report on Form 8-K, dated June 24, 2005, filed with the SEC
on June 24, 2005;
o our current report on Form 8-K, dated June 27, 2005, filed with the SEC
on June 27, 2005;
o our current report on Form 8-K, dated July 21, 2005, filed with the SEC
on June 22, 2005;
o the description of our Class A common stock contained in our
registration statement on Form 8-A (File No. 001-31810), filed with the
SEC under Section 12 of the Exchange Act on September 24, 2003.

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

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

FORWARD-LOOKING STATEMENTS

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

o successful integration of acquired businesses;

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

o economic and market conditions;

o the performance of our targeted markets;

o changes in business relationships with our major customers;

o competitive product and pricing pressures; and

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

Except as otherwise required to be disclosed in periodic reports required to be
filed by public companies with the SEC pursuant to the SEC's rules, we have no
duty to update these statements, and we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks and
uncertainties, we cannot assure you that the forward-looking information
contained in this prospectus will in fact transpire.

PROSPECTUS SUMMARY

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

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

OUR BUSINESS

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

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

MEDIA SERVICES

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

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

DATA CENTER SERVICES

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

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

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

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

In February 2003, we organized AccessDM, which in May 2004 became our
wholly-owned subsidiary. AccessDM has developed proprietary software, Digital
Express e-Courier, capable of worldwide delivery of digital data -- including
movies, advertisements and alternative content such as concerts, seminars and
sporting events -- to movie theaters and other venues having digital projection
equipment. Also, in April 2005 we completed the development of in-theatre
management software for use by digitally - equipped movie theaters, called the
Theatre Command Center.

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

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

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

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

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

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

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

Also in November 2004, we acquired substantially all of the assets of FiberSat
Global Services, LLC (the "FiberSat") through FiberSat Global Services, Inc.,
our wholly-owned subsidiary (the "FiberSat Acquisition"). FiberSat,
headquartered in Chatsworth, California, provides services utilizing satellite
ground facilities and fiber-optic connectivity to receive, process, store,
encrypt and transmit television and data signals globally. FiberSat's Chatsworth
facility currently houses the infrastructure operations of our digital cinema
satellite delivery services. By completing the FiberSat Acquisition, we gained
extensive satellite distribution and networking capabilities provided by
FiberSat's fully operational data storage and uplink facility located in Los
Angeles, California. FiberSat has the ability to provide broadband video, data
and Internet transmission and encryption services for the broadcast and cable
television and communications industries.

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

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

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

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

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

THE OFFERING

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

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

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

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

American Stock Exchange symbol......AIX

(1) This prospectus covers the resale by the selling security holders
named in this prospectus of up to 906,500 shares of our Class A common
stock and up to 316,875 shares of our Class A common stock issuable
upon the exercise of warrants issued to those selling security
holders, of which 60,875 shares of our Class A common stock are
issuable upon exercise of warrants issued to the placement agent of
our private offering. The offered shares were acquired by the selling
security holders in a private placement transaction which was exempt
from the registration requirements of the Securities Act of 1933. The
selling security holders may offer to sell the shares of Class A
common stock being offered in this prospectus at fixed prices, at
prevailing market prices at the time of sale, at varying prices or at
negotiated prices. Please see "Plan of Distribution" in this
prospectus for a detailed explanation of how the shares of Class A
common stock may be sold.

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

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

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

RISK FACTORS

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

WE HAVE INCURRED LOSSES SINCE OUR INCEPTION.

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

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

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

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

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

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

o increased operating and capital costs;

o an inability to effect a viable growth strategy;

o service interruptions for our customers; and

o an inability to attract and retain customers.

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

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

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

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

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

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

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

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

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

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

o reducing capital expenditures;

o reducing research and development efforts;

o selling assets;

o restructuring or refinancing our remaining indebtedness; and

o seeking additional funding.

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

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

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

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

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

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

These obligations could have important consequences for us, including:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o lack of operating experience;

o net losses;

o lack of sufficient customers;

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

o necessary capital expenditures;

o an unproven business model;

o a changing business focus; and

o difficulties in managing potentially rapid growth.

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

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

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

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

Our success will depend in significant part upon the continued services of our
key technical, sales and senior management personnel. If we lose one or more of
our key employees, we may not be able to find a suitable replacement(s) and our
business and results of operations could be adversely affected. In particular,
our performance depends significantly upon the continued service of A. Dale
Mayo, our President and Chief Executive Officer, whose experience and
relationships in the movie theater industry are integral to our business,
particularly in the business areas of Hollywood SW and AccessDM. Although we
have obtained two $5 million key-man life insurance policies in respect of Mr.
Mayo, the loss of his services would have a material and adverse effect on our
business, operations and prospects. Each policy carries a death benefit of $5
million, and while we are the beneficiary of each policy, under one of the
policies the proceeds will be used to repurchase, after reimbursement of all
premiums paid by us some, or all, of the shares of our capital stock held by Mr.
Mayo's estate at the then-determined fair market value. We also rely on the
experience and expertise of Russell J. Wintner, AccessDM's President and Chief
Operating Officer, the two co-founders of Hollywood SW, David Gajda and Robert
Jackovich, and Ravi Patel, FiberSat's President and Chief Operating Officer. In
addition, our future success will depend upon our ability to hire, train,
integrate and retain qualified new employees.

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

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

o licensable software products;

o rights to certain domain names;

o registered service marks on certain names and phrases;

o various unregistered trademarks and service marks;

o know-how; and

o rights to certain logos.

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

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

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

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

Our facilities and our customers' equipment are vulnerable to damage from human
error, physical or electronic security breaches, power loss, other facility
failures, fire, earthquake, water damage, sabotage, vandalism and similar
events. In addition, our customers would be adversely affected by the failure of
carriers to provide network access to our facilities as a result of any of these
events. Any of these events or other unanticipated problems could interrupt our
customers' ability to provide services from our facilities. This could damage
our reputation, make it difficult to attract new and retain customers and cause
our customers to terminate their contracts with us and to seek damages. Any of
these events could have a material adverse effect on our business, financial
position and prospects.

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

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

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

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

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

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

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

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

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

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

RISKS RELATING TO OUR CLASS A COMMON STOCK

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

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

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

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

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

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

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

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

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

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

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

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

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

USE OF PROCEEDS

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

SELLING STOCKHOLDERS

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

SHARES
WHICH MAY
BE OFFERED
PURSUANT
SHARES BENEFICIALLY OWNED TO THIS SHARES BENEFICIALLY
PRIOR TO OFFERING (A) OFFERING OWNED AFTER OFFERING
NAME NUMBER PERCENT NUMBER NUMBER (B) PERCENT (A)
---- ------ ------- ------ ---------- -----------

Lagunitas Partners LP, c/o
Gruber & McBaine, 50 Osgood
Place, Penthouse, San
Francisco, CA 94133................235,250 (c) 2.5 225,000 (c) 10,250(u) *

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total Selling Stockholders..... 1,864,925 18.9% 1,198,375 666,550 6.9%

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

(f) Includes 7,500 shares of Class A common stock underlying warrants. Mr.
McBaine is a manager of Gruber & McBaine Capital Management where he has
investment and voting power. Gruber & McBaine Capital Management is the
general partner of Lagunitas Partners LP and the investment advisor for
Gruber & McBaine International which beneficially own 235,250 and 78,000
shares of Class A common stock, respectively. Also, Gruber & McBaine
Capital Management is the investment advisor for the Investors who
beneficially own in the aggregate of 10,450 shares of Class A common stock.
Mr. McBaine disclaims beneficial ownership of these shares held by
Lagunitas Partners LP, Gruber & McBaine International and the Investors.
(g) Includes 5,000 shares of Class A common stock underlying warrants. Melville
Straus is the Managing Principal of this selling stockholder and may be
deemed to beneficially own its shares. Mr. Straus disclaims beneficial
ownership of this selling stockholder's shares.
(h) Includes 7,500 shares of Class A common stock underlying warrants. Melville
Straus is the Managing Principal of this selling stockholder and may be
deemed to beneficially own its shares. Mr. Straus disclaims beneficial
ownership of this selling stockholder's shares.
(i) Includes 10,000 shares of Class A common stock underlying warrants. (j)
Represents shares of Class A common stock underlying warrants. Lawrence C.
Longo,
Jr. and Michael T. Vigo are executive officers of this selling stockholder
and may be deemed to beneficially own its shares. Messrs. Longo and Vigo
disclaim beneficial ownership of this selling stockholder's shares.
(k) Represents shares of Class A common stock underlying warrants. Lawrence C.
Longo, Jr. and Michael T. Vigo are executive officers of this selling
stockholder and may be deemed to beneficially own its shares. Messrs. Longo
and Vigo disclaim beneficial ownership of this selling stockholder's
shares.
(l) Represents shares of Class A common stock underlying warrants. Lawrence C.
Longo, Jr. and Michael T. Vigo are executive officers of this selling
stockholder and may be deemed to beneficially own its shares. Messrs. Longo
and Vigo disclaim beneficial ownership of this selling stockholder's
shares.
(m) Represents shares of Class A common stock underlying warrants. Lawrence C.
Longo, Jr. and Michael T. Vigo are executive officers of this selling
stockholder and may be deemed to beneficially own its shares. Messrs. Longo
and Vigo disclaim beneficial ownership of this selling stockholder's
shares.
(n) Includes 25,000 shares of Class A common stock underlying warrants. RENN
Capital Group, Inc. has voting and investment power with respect to this
selling stockholder's shares and may be deemed to beneficially own its
shares.
(o) Includes 25,000 shares of Class A common stock underlying warrants. RENN
Capital Group, Inc. has voting and investment power with respect to this
selling stockholder's shares and may be deemed to beneficially own its
shares.
(p) Includes 22,500 shares of Class A common stock underlying warrants. Ian P.
Ellis is the President of this selling stockholder and may be deemed to
beneficially own its shares. Mr. Ellis disclaims beneficial ownership of
this selling stockholder's shares.
(q) Includes 15,000 shares of Class A common stock underlying warrants. Ian P.
Ellis is the President of this selling stockholder and may be deemed to
beneficially own its shares. Mr. Ellis disclaims beneficial ownership of
this selling stockholder's shares.
(r) Includes 1,000 shares of Class A common stock underlying warrants. Peter
Siris is the Managing Director of this selling stockholder and may be
deemed to beneficially own its shares. Mr. Siris disclaims beneficial
ownership of this selling stockholder's shares.
(s) Includes 5,000 shares of Class A common stock underlying warrants. Peter
Siris is the Managing Director of this selling stockholder and may be
deemed to beneficially own its shares. Mr. Siris disclaims beneficial
ownership of this selling stockholder's shares.
(t) Represents shares of Class A common stock underlying warrants. Byron Roth
and Gordon Roth are executive officers of this selling stockholder and may
be deemed to beneficially own its shares. Messrs. Roth and Roth disclaim
beneficial ownership of this selling stockholder's shares.
(u) Represents the number of shares purchased in open market transactions.

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

PLAN OF DISTRIBUTION

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

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

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

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

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

o privately negotiated transactions;

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

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

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

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

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

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

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

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

o the number of shares involved;

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

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

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

o other facts material to the transaction.

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

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

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

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

LEGAL MATTERS

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

EXPERTS

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

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

INDEMNIFICATION AGAINST LIABILITY UNDER THE SECURITIES ACT

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

TABLE OF CONTENTS

PAGE
About this prospectus........................................ 1
Where you can find more information.......................... 1
Incorporation of certain documents by reference.............. 1
Forward looking statements................................... 2
Prospectus summary........................................... 4
Risk factors................................................. 8
Use of proceeds.............................................. 16
Selling stockholders......................................... 17
Plan of distribution......................................... 20
Legal matters................................................ 21
Experts...................................................... 21
Indemnification against liability under the Securities Act... 21

1,198,375 Shares

Class A common stock

PROSPECTUS

August 11, 2005