FILED PURSUANT TO RULE 424(B)(3)
                                                     REGISTRATION NO. 333-129747

                                   PROSPECTUS

                                1,010,604 Shares

                              Class A common stock

This  prospectus  relates to the resale by certain selling  security  holders of
Access Integrated  Technologies,  Inc. of 1,010,604 shares of our Class A common
stock, par value $0.001 per share, including 71,359 shares of our Class A common
stock  issued to  security  holders  in our August 29,  2005  private  offering,
760,196  shares  of our  Class A common  stock  issuable  upon the  exercise  of
warrants  issued to those  security  holders  in our  August  29,  2005  private
offering,  and 8,780  shares of our Class A common  stock issued to Roth Capital
Partners  in  consideration  of  its  services  as  financial  advisor  to us in
connection  with  the  private  offering.  This  prospectus  may also be used by
selling  stockholders who exercised  registration  rights in relation to 170,269
shares  of our  Class A  common  stock  that  they  acquired  in  prior  private
transactions with us.

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 November 15, 2005, the last reported
sale price of our Class A common stock on the American  Stock Exchange was $7.47
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 if, and when,  they are  exercised.  We will pay the expenses of
this offering.

SEE "RISK  FACTORS"  BEGINNING  ON PAGE 9 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.






                                December 2, 2005






                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission (the "SEC" or the "Commission") 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 (the "Exchange Act"). 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 100 F Street,  N.E.,  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 (the  "Securities  Act") with respect to our  securities
described in this prospectus.  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 location  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.



                                       1


     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 annual  report on Form  10-KSB for the fiscal year ended March 31,
          2005, filed with the SEC on June 29, 2005;

     o    our  quarterly  report on Form  10-QSB for the  period  ended June 30,
          2005, filed with the SEC on August 15, 2005;

     o    our  quarterly  report on Form  10-QSB/A for the period ended June 30,
          2005, filed with the SEC on August 19, 2005;

     o    our quarterly report on Form 10-QSB for the period ended September 30,
          2005, filed with the SEC on November 14, 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 22, 2005,  filed with the
          SEC on July 22, 2005;

     o    our current report on Form 8-K/A,  dated July 22, 2005, filed with the
          SEC on July 22, 2005;

     o    our current report on Form 8-K, dated August 11, 2005,  filed with the
          SEC on August 11, 2005;

     o    our current report on Form 8-K, dated August 31, 2005,  filed with the
          SEC on August 31, 2005;

     o    our current  report on Form 8-K, dated  September 1, 2005,  filed with
          the SEC on September 1, 2005;

     o    our current report on Form 8-K, dated  September 16, 2005,  filed with
          the SEC on September 16, 2005;

     o    our current  report on Form 8-K dated October 6, 2005,  filed with the
          SEC on October 6, 2005;

     o    our current report on Form 8-K, dated October 18, 2005, filed with the
          SEC on October 18, 2005;

     o    our current report on Form 8-K, dated October 28, 2005, filed with the
          SEC on October 28, 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 in any such filing),
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



                                       2


     o    the other  risks and  uncertainties  that are  described  under  "Risk
          Factors" and elsewhere 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.




















                                       3


                               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 IN OUR 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.  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.   Christie/AIX,  Inc.
          ("Christie/AIX"),  a wholly-owned  subsidiary of Access DM, was formed
          for the purpose of acquiring  digital  cinema  projectors  and related
          equipment  for placement  into movie  theaters in exchange for virtual
          print fees and other fees from movie distributors and exhibitors;

     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 and 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),  Christie/AIX  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.



                                       4


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 our 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 million 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
September 2005, in accordance with certain  automatic  conversion  provisions of
these convertible  notes, all of the notes were converted into 307,871 shares of
our Class A Common Stock, of which 67,713 shares remain unregistered.

In May 2004,  we entered  into an agreement  with a holder of 750,000  shares of
AccessDM's  common  stock,  to exchange  all of the  holder'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 $4.8  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   "November  2004  PIPE").   The  net  proceeds  of
approximately  $1.0  million  from  this  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 ("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  bore interest at the rate of 7% per year and were  convertible  into
shares of our Class A common  stock at the price of $4.07 per share,  subject to
possible  adjustment  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 560,196 shares of
Class A common stock at an initial exercise price of $4.44 per share, subject to


                                       5


adjustment  from time to time.  We  registered  the  resale of all of the shares
underlying the Convertible Debentures and the Convertible Debentures Warrants on
a registration statement on Form S-3, which was declared effective by the SEC on
March 21, 2005.  As described  below,  all of the  Convertible  Debentures  were
converted, and all of the Convertible Debentures Warrants were exercised, by the
holders on September 6, 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. 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 become our showplace to  demonstrate  our
integrated digital cinema solutions to the movie entertainment industry.

In June 2005 we formed Christie/AIX. On June 15, 2005 the Company entered into a
digital cinema framework agreement,  as amended on August 31, 2005 and September
30, 2005 (the "Framework Agreement") with Christie/AIX, Christie Digital Systems
USA, Inc.  ("Christie")  and AccessDM.  The  Framework  Agreement  provides that
Christie/AIX  will, among other things,  (1) seek to raise financing to purchase
200  of  Christie's   digital  cinema  projection  systems  (the  "Systems")  at
agreed-upon prices; (2) seek additional debt and/or equity financing to purchase
an additional 2,300 Systems at agreed-upon  prices; and (3) agree that the total
number of systems which may be ordered is 4,000  Systems.  As of November  2005,
Christie/AIX has ordered 200 of the Systems from Christie.

In  connection  with  facilitating  deployment  of the  Systems  the Company has
entered into digital cinema  deployment  agreements,  for  distribution of movie
releases to theaters equipped with the Systems.

In connection with the execution of the Framework  Agreement the Company engaged
a third party to assist in raising  funds to purchase the  equipment  associated
with the Framework  Agreement,  and for general corporate purposes.  On July 19,
2005 the Company sold to certain institutional and other accredited investors in
a private  placement  (the "July 2005 Private  Placement")  a total of 1,909,115
shares of Class A common stock at $9.50 per share and  warrants  (the "July 2005
Private  Placement  Warrants") to purchase up to 477,275 shares of the Company's
Class A common  stock at an  exercise  price of  $11.00  per  share.  The  gross
proceeds from the July 2005 Private  Placement were $18.1 million,  prior to the
placement agent's fee and various other expenses. The Company intends to use the
net proceeds of the July 2005  Private  Placement  primarily  for funding of the
capital  investments  in the first digital cinema  systems  contemplated  in the
Company's 2,500-screen  Christie/AIX digital cinema deployment plan announced on
June 21, 2005 and for working capital and general corporate purposes.  In August
2005, the Company ordered the first 100 digital cinema systems from Christie.

The July 2005 Private Placement Warrants become exercisable on February 18, 2006
and expire on February 18, 2011.  The July 2005 Private  Placement  Warrants are
callable by the Company,  subject to certain conditions,  after the later of (i)
the date which is seven  months  after the date of issuance of the  Warrants and
(ii) the date on which the registration  statement below was declared effective;
provided that the trading price of the Company's Class A common stock is 200% of
the applicable exercise price for 20 consecutive trading days. We registered the
resale of all of the shares and all of the shares underlying the warrants issued
in the July 2005 Private Placement on a registration statement on Form S-3 which
was declared effective by the SEC on August 31, 2005.

On August 29, 2005, we entered into a letter agreement (the "Letter  Agreement")
with the  holders  of our  Convertible  Debentures  and  Convertible  Debentures
Warrants  pursuant  to  which  the  holders  agreed  to  convert  all  of  their
Convertible   Debentures  and  exercise  all  of  their  Convertible  Debentures
Warrants.  The  Convertible  Debentures  were  converted,  and  the  Convertible
Debentures Warrants were exercised, in full on September 6, 2005 and the Company
realized net proceeds of approximately $2.48 million as a result of the exercise
of the  Convertible  Debentures  Warrants.  In  consideration  for the  holders,
agreeing to convert the  Convertible  Debentures  and exercise  the  Convertible
Debentures  Warrants,  we issued to the holders an aggregate of 71,359 shares of
Class A common stock and warrants to purchase an aggregate of 760,196  shares of
Class A common  stock (the "New  Warrants")  at an exercise  price of $11.39 per
share, subject to adjustment.  The New Warrants are exercisable at any time, and
from time to time,  on or prior to  August  29,  2010.  We also  entered  into a
registration rights agreement with the holders relating to the 71,359 shares and
the 760,196 shares  underlying the New Warrants.  The registration  statement of
which this prospectus is a part was filed pursuant to that  registration  rights
agreement.

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,  accounted for approximately 18% of our revenues.  Our contract


                                       6


with KMC Telecom  expires on December 31, 2005.  We have  received an indication
from KMC Telecom  that they will not renew the contract for at least some of the
sites  that they are  currently  licensing  under the  contract.  Total  monthly
revenue from KMC is approximately  $150,000.  No other single customer accounted
for greater  than 10% of revenues  during the fiscal year ended March 31,  2005.
Additionally  we have two other large data center  customer  contracts which are
expiring before July 1, 2006, which currently provide approximately  $108,000 of
total  monthly  revenue.  We have not yet received an  indication  as to whether
these contracts will be renewed.















                                       7



Our principal  executive  offices are located 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..........................1,010,604 shares (1)

Common stock equivalents
presently outstanding................................15,288,496 shares (2)

Common stock equivalents to be
outstanding immediately
after this offering..................................15,288,496 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  1,010,604  shares  of our Class A
          common stock acquired in private transactions, including 71,359 shares
          pursuant to the Letter Agreement, 760,196 shares of our Class A common
          stock  issuable upon the exercise of warrants  issued to some of those
          selling security holders, and 8,780 shares of our Class A common stock
          issued to Roth Capital Partners,  LLC in consideration of its services
          as  financial  advisor  to  us in  connection  with  the  transactions
          contemplated by the Letter Agreement. This prospectus may also be used
          by selling  stockholders  exercising  their  registration  rights with
          respect  to  170,269  shares  of our  Class A common  stock  that they
          acquired in various transactions with us. 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 14,362,685  outstanding shares of our Class A common stock as
          of October 28,  2005,  and 925,811  outstanding  shares of our Class B
          common  stock as of  October  28,  2005,  which are  convertible  into
          925,811  shares of Class A common stock.  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.



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





                                       8


                                  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.  We have also incurred a net loss of $11.8 million
for the six months ended  September  30, 2005.  As of September 30, 2005, we had
working capital of $10.7 million and cash and cash equivalents of $14.1 million;
we had an accumulated deficit of $33.2 million; and, from inception through such
date, we had used $10.3 million in cash for operating activities. Our net losses
are likely to continue for the foreseeable future.

Our ability to become  profitable  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
theater 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; (d) providing satellite delivery services through
our wholly-owned subsidiary FiberSat; (e) operating of a movie theater,  through
our  wholly-owned  subsidiary ADM Cinema;  (f) through the planned  operation of
Christie/AIX, placing digital cinema projection systems into movie theaters; and
(g)  collecting  virtual  print fees in connection  therewith.  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.



                                       9


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 made several 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.  On February 11, 2005,  we
acquired the Pavilion Theatre through ADM Cinema,  our wholly-owned  subsidiary.
Most recently, in June 2005, we created Christie/AIX,  a wholly-owned subsidiary
of  AccessDM.  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,  the Pavilion  Theatre and Christie/AIX
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 satisfy adequately
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
have acquired five businesses and in connection with those acquisitions, we have
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,  significant
challenges  on  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  staffs 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,  will
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  prospectus.  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;



                                       10


     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 our fiscal years ended March 31,
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  31, 2005.  We have
received an  indication  from KMC Telecom  that they will not renew the contract
for at least  some of the sites  that  they are  currently  licensing  under the
contract.  We currently receive monthly revenues of approximately  $150,000 from
KMC. In addition there are two other large datacenter  contracts expiring before
July 2006, from which we receive  approximately  $108,000 per month. We have not
received an indication of whether these customers  intend to renew. The revenues
generated  from our IDC  business  constituted  approximately  62% of our  total
revenue for the fiscal year ended March 31, 2005.

AccessDM  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 have
notes payable to third parties with principal  amounts  aggregating $3.4 million
as of September 30, 2005. We also have capital lease  obligations with principal
amounts aggregating $6.2 million as of September 30, 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 limiting
          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.

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


                                       11


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
in 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 $1.0 million in
aggregate  principal amount,  unsecured or secured by the assets of Hollywood SW
and its  subsidiaries.  An inability to obtain necessary  financing could have a
material adverse effect on our financial position,  operations and prospects. In
connection with the Framework Agreement,  we have agreed,  through Christie/AIX,
to seek to raise financing for purchases of digital cinema  projection  systems.
If we are  unable  to  raise  such  funds,  we may not be able  to  fulfill  our
obligations under the Framework Agreement.

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 markets 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



                                       12


     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  November  1,  2005,  our  directors,  executive  officers  and  principal
stockholders  beneficially  own,  directly  or  indirectly,  in  the  aggregate,
approximately 36% of our outstanding common stock. In particular,  A. Dale Mayo,
our President and Chief Executive Officer,  beneficially holds 925,811 shares of
Class B  common  stock,  and  55,411  shares  of  Class  A  common  stock  which
collectively represent approximately 6% of our outstanding common stock, but due
to the  supervoting  Class B common stock,  represent  approximately  40% 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,  AccessDM and  Christie/AIX.
Although we have obtained two $5.0 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 $5.0 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,   Charles  Goldwater,   Christie/AIX's  President  and  Chief
Operating  Officer,  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.



                                       13


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 existing, 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


                                       14


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 outstanding a substantial number of options,  warrants and other securities
convertible into shares of our Class A common stock 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.



                                       15


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 $8.7 million 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.








                                       16


                              SELLING STOCKHOLDERS


The following table sets forth as of October 28, 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
                                            SHARES BENEFICIALLY OWNED     PURSUANT TO THIS     SHARES BENEFICIALLY
                                                PRIOR TO OFFERING             OFFERING         OWNED AFTER OFFERING
----------------------------------------- ------------------------------ ------------------- -------------------------

                  NAME                     NUMBER (B)     PERCENT (A)        NUMBER (B)       NUMBER(C)   PERCENT(A)

----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
                                                                                              
Alexandra Global Master Fund, Ltd.          322,058          2.0%              82,062          239,996       1.6%
c/o Alexandra Investment Management
LLC, 767 Third Avenue, 39th Floor
New York, New York 10017
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
AG Offshore Convertibles, Ltd.              643,239          4.0%             164,123          479,116       3.0%
245 Park Avenue, 26th Floor
New York, New York 10167
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Basso Multi-Strategy Holding Fund Ltd.
1266 East Main Street                      1,134,373         7.8%             277,367          857,006       6.0%
Stamford, Connecticut 06902
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Basso Private Opportunity                   383,717          2.6%              78,231          305,486       2.1%
Holding Fund Ltd.
1266 East Main Street
Stamford, Connecticut 06902
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Berkowitz Family Limited Partnership
140 Kent Drive                               32,503            *               32,503            --           --
Berkeley Heights, NJ  07922
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Catalyst Associates, L.P.
20 West Avenue                              351,446          2.5%              65,649          285,797       1.9%
Darien, Connecticut 06820
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Debi Brett Salzer                            18,057            *               18,057            --           --
One Fifth Avenue
New York, NY  10003
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Marilyn Thypin
400 East 56th Street                         20,234            *               20,234            --           --
New York, NY  10022
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Pequot Scout Fund
c/o Pequot Capital Management, Inc.
500 Nyala Farm Road                         391,004          2.7%              99,338          291,666       2.0%
Westport, Connecticut 06080
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Pequot Mariner Master Fund, L.P.
c/o Pequot Capital Management, Inc.
500 Nyala Farm Road                         254,999          1.8%              64,785          190,214       1.3%
Westport, Connecticut 06080
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Tim Novoselski
33730 Pacific Coast Highway                  99,475            *               99,475            --           --
Malibu, CA  90265
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------



                                                               17


----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Roth Capital Partners, LLC
24 Corporate Plaza                           69,655            *               8,780           60,875          *
Newport Beach, CA  92660
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
Total Selling Stockholders                 3,720,753                         1,010,604        2,710,149
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------


--------------------
*    Less than 1%

     (a)  Applicable  percentage of ownership is based on  14,362,685  shares of
          Class A common stock  outstanding as of October 28, 2005 together with
          all applicable options, warrants and other securities convertible into
          shares  of our  Class  A  common  stock  for  the  named  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 October 28,
          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)  Includes shares issuable upon the exercise of warrants as follows:

                        SELLING STOCKHOLDER                     NUMBER OF SHARES
          ----------------------------------------------        ----------------
          Alexandra Global Master Fund, Ltd.                         94,757
          AG Offshore Convertibles, Ltd.                            150,039
          Basso Multi-Strategy Holding Fund Ltd.                    264,222
          Basso Private Opportunity Holding Fund Ltd.                90,465
          Catalyst Associates, L.P.                                  60,015
          Pequot Scout Fund                                          90,813
          Pequot Mariner Master Fund, L.P.                           59,226
          Roth Capital Partners, LLC                                 60,875


     (c)  Assumes sale of all shares offered under this prospectus.

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

     Each selling stockholder of the Class A common stock of the Company and any
of their pledgees,  assignees and successors-in-interest may, from time to time,
sell any or all of their shares of Class A common stock on the AMEX or any other
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.  A
selling  stockholder  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    settlement of short sales entered into after the effective date of the
          registration statement of which this prospectus is a part;



                                       18


     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;

     o    through  the  writing  or  settlement  of  options  or  other  hedging
          transactions, whether through an options exchange or otherwise; or

     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  stockholders  may arrange for other
broker-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,  but, except as set forth in a supplement to this prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

     In  connection  with the  sale of the  Class A  common  stock or  interests
therein,  the selling  stockholders  may enter into  hedging  transactions  with
broker-dealers  or other  financial  institutions,  which may in turn  engage in
short sales of the Class A common  stock in the course of hedging the  positions
they assume. The selling stockholders may also sell shares of the Class A common
stock short and deliver these securities to close out their short positions,  or
loan or pledge the Class A common stock to broker-dealers  that in turn may sell
these securities.  The selling  stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation
of one or  more  derivative  securities  which  require  the  delivery  to  such
broker-dealer  or  other  financial   institution  of  shares  offered  by  this
prospectus,  which shares such broker-dealer or other financial  institution may
resell pursuant to this  prospectus (as  supplemented or amended to reflect such
transaction).

     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 informed the
Company that it does not have any written or oral  agreement  or  understanding,
directly or indirectly,  with any person to distribute the Class A common stock.
In no event shall any broker-dealer receive fees, commissions and markups which,
in the aggregate, would exceed eight percent (8%).

     The Company is required to pay certain  fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the selling stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

     Because selling stockholders may be deemed to be "underwriters"  within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  selling
stockholder  has advised us that they have not entered  into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the resale shares. There is no underwriter or coordinating
broker acting in  connection  with the proposed sale of the resale shares by the
selling stockholders.

     We have agreed to keep this  prospectus  effective until the earlier of (i)
the date on which the shares may be resold by the selling  stockholders  without
registration and without regard to any volume  limitations  pursuant to Rule 144
under the Securities Act or any other rule of similar effect or (ii) the date on
which all of the shares have been sold  pursuant to the  prospectus  or Rule 144
under the Securities Act or any other rule of similar effect.  The resale shares
will be sold only through  registered or licensed brokers or dealers if required
under  applicable state  securities  laws. In addition,  in certain states,  the
resale shares may not be sold unless they have been  registered or qualified for
sale  in  the  applicable  state  or  an  exemption  from  the  registration  or
qualification requirements is available and is complied with.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market  making  activities  with  respect  to the Class A common  stock for a
period of two business days prior to the  commencement of the  distribution.  In
addition,  the selling stockholders will be subject to applicable  provisions of
the Exchange Act and the rules and regulations thereunder,  including Regulation
M,  which may limit the timing of  purchases  and sales of shares of the Class A
common  stock by the  selling  stockholders  or any other  person.  We will make


                                       19


copies  of this  prospectus  available  to the  selling  stockholders  and  have
informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale.

                                  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 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 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

     We are  permitted  to  indemnify  to the  fullest  extent now or  hereafter
permitted by law, each director,  officer or other authorized  representative of
the  Company who was or is made a party or is  threatened  to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
was an authorized representative of the Company, against all expenses (including
attorneys' fees and disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement  actually and  reasonably  incurred by
him in connection with such action, suit or proceeding.

     A director of the Company shall not be personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, provided, however that this provision shall not eliminate or limit the
liability  of a director to the extent that such  elimination  or  liability  is
expressly prohibited by the Delaware General Corporation Law as in effect at the
time of the alleged breach of duty by such director.

     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.



                                       20


                                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...............................................................    9
Use of proceeds............................................................   16
Selling stockholders.......................................................   17
Plan of distribution.......................................................   18
Legal matters..............................................................   20
Experts....................................................................   20
Indemnification against liability under the Securities Act.................   20


                                1,010,604 Shares

                              Class A common stock

                                   PROSPECTUS

                                December 2, 2005