As filed with the Securities and Exchange Commission on December 21, 2005

                                                    Registration No. 333-_______

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                          ____________________________

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ____________________________

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

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

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

               (Address, including zip code, and telephone number,
                            including area code, of
                    registrant's principal executive offices)
                   __________________________________________


                                  A. DALE MAYO
                      Chief Executive Officer and President
                      Access Integrated Technologies, Inc.
                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                                 (973) 290-0080

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

                                 WITH A COPY TO:

                           JONATHAN K. COOPERMAN, ESQ.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800
                                [GRAPHIC OMITTED]

             ____________________________________________________-

        APPROXIMATE  DATE OF COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  From
time to time after the effective date of this registration statement.

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

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

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

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



        If this Form is a registration statement pursuant to General Instruction
I.D. or a  post-effective  amendment  thereto that shall become  effective  upon
filing with the  Commission  pursuant to Rule 462(e) under the  Securities  Act,
check the following box. [_]


        If this Form is a post-effective  amendment to a registration  statement
filed  pursuant  to  General  Instruction  I.D.  filed  to  register  additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [_]


                   __________________________________________

                         CALCULATION OF REGISTRATION FEE

                                             PROPOSED    PROPOSED
                                             MAXIMUM     MAXIMUM      
                                             OFFERING    AGGREGATE   AMOUNT OF
  TITLE OF EACH CLASS OF       AMOUNT TO BE  PRICE PER   OFFERING   REGISTRATION
 SECURITIES TO BE REGISTERED   REGISTERED    SHARE       PRICE (1)    FEE (2)
                                                                

Class A Common  Stock,
par value $0.001 per share
Preferred  Stock,
par value $0.001 per share (3)

Warrants (4)

Total                                                   $75,000,000    $8,025

     (1)  The aggregate  principal amount and/or expected  offering price of the
          securities  registered  hereby  will not  exceed  $75,000,000  in U.S.
          dollars or the U.S. dollar  equivalent in foreign currency or currency
          units.

     (2)  The registration fee has been calculated pursuant to Rule 457(o) under
          the Securities Act of 1933, as amended.

     (3)  There are also being registered  hereunder an indeterminate  number of
          shares of Class A common stock as shall be issuable upon conversion
            or redemption of preferred stock registered hereby.

     (4)  The warrants covered by this  registration  statement may be preferred
          stock warrants or Class A common stock warrants.

                   __________________________________________



        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH  DATE  AS THE  COMMISSION,  ACTING  PURSUANT  TO  SAID  SECTION  8(A),  MAY
DETERMINE.


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



                             Dated _______ __, 200_


                                   PROSPECTUS

                                   $75,000,000

                              Class A Common Stock
                                 Preferred Stock
                                    Warrants

We may offer from time to time

     o    shares of Class A common stock;
     o    shares of preferred stock in one or more series;
     o    warrants to purchase preferred stock or Class A common stock; or
     o    any combination of preferred stock, Class A common stock or warrants,

at an aggregate offering price not to exceed $75,000,000.

The number,  amount,  prices, and specific terms of the securities,  and the net
proceeds to Access  Integrated  Technologies,  Inc.,  will be  determined  at or
before  the  time of sale and will be set  forth in an  accompanying  prospectus
supplement.

The net proceeds to us from the sale of securities will be the offering price or
the  purchase  price  of those  securities  less any  applicable  commission  or
discount,  and less any other expenses we incur in connection  with the issuance
and distribution of those securities.

If any agents or any  underwriters  are  involved  in the sale of the  foregoing
securities,  their names and any  applicable  commission or discount will be set
forth in the accompanying prospectus supplement.

This  prospectus  may not be used for the sale of any  securities  unless  it is
accompanied by a prospectus supplement.  The accompanying  prospectus supplement
may modify or supersede any statement in this  prospectus.  You should read this
prospectus and any prospectus supplement carefully before you invest.

We may sell the securities or we may  distribute  them through  underwriters  or
dealers.

The shares of our Class A common  stock are listed for  trading on the  American
Stock Exchange  under the symbol "AIX".  On December 19, 2005, the last reported
sale price of our Class A common stock on the American Stock Exchange was $11.10
per share.

SEE "RISK  FACTORS"  BEGINNING  ON PAGE 9 FOR A  DISCUSSION  OF FACTORS THAT YOU
SHOULD CONSIDER BEFORE BUYING OUR SECURITIES.

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.
















                               _______ ____, 200_




                              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,  we may,
from time to time, offer and sell any combination of the securities described in
this  prospectus  in one or  more  offerings  up to a  total  dollar  amount  of
$75,000,000.  This  prospectus  provides you with a general  description  of the
securities  we may  offer.  Each  time we sell  securities  we  will  provide  a
prospectus  supplement that will contain specific information about the terms of
the securities being offered.  A prospectus  supplement may include a discussion
of any  risk  factors  or  other  special  considerations  applicable  to  those
securities or to us. The prospectus  supplement  may also add,  update or change
information  contained in this prospectus.  If there is an inconsistency between
this prospectus and the applicable prospectus supplement, you should rely on the
information in the prospectus supplement.


     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 securities.  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 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 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;
     o    our definitive  proxy  statement on Schedule 14A, dated July 29, 2005,
          filed with the SEC on July 29, 2005;
     o    our definitive information statement on Schedule 14C, dated October 6,
          2005, filed with the SEC on October 6, 2005.

     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  execution of our business strategy,  particularly for
               new endeavors;

          o    the performance of our targeted markets;

          o    competitive product and pricing pressures;

          o    changes in business relationships with our major customers;

          o    successful integration of acquired businesses;

          o    economic and market conditions;

                                       2


          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; and

          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  SECURITIES.  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

OVERVIEW

AccessIT was  organized on March 31,  2000.  We are a leading  provider of fully
managed  storage,  electronic  delivery  and software  services  and  technology
solutions for owners and  distributors  of digital content to movie theaters and
other venues. To date, we have generated  revenues from two primary  businesses,
Media Services and Internet Data Center ("IDC" or "data center")  services.  Our
Media Services business provides software,  services and technology solutions to
the  television  and motion  picture  industries,  primarily to  facilitate  the
transition  from analog (film) to digital  cinema.  Our nine leased IDCs provide
corporate  customers with secure and fail-safe off-site locations to house their
computer and telecommunications  equipment,  as well as related services such as
equipment  monitoring  and back-up and  protection  of  customers'  data.  These
existing businesses have positioned us at what we believe to be the forefront of
an emerging  industry  opportunity  relating to the delivery and  management  of
digital  cinema  and other  content to  entertainment  and other  remote  venues
worldwide. This is currently our primary strategic focus.

OUR INDUSTRY

Currently,  major  motion  pictures  released  for  exhibition  in theaters  are
provided by means of 35mm film reel tape that is  delivered  physically  to each
location.  According to the Motion Picture  Association of America (the "MPAA"),
the  members of which  include  Walt Disney  Pictures,  Twentieth  Century  Fox,
Metro-Goldwyn-Mayer,  Paramount Pictures, Sony Pictures Entertainment, Universal
Studios and Warner Bros.  Entertainment,  in 2004,  members of the MPAA released
200 feature  films and studios which are not members of MPAA released 283 films.
The cost of each film released includes printing each movie,  replicating one or
more  prints of each  movie  for each  theater  that  will  show such  movie and
delivering to each theater such prints of the movie.

We believe  that in the future  movies  will be  provided to theaters in digital
format.   We  expect  this  change  will  provide  industry   participants  with
significant benefits,  including substantially reducing the cost of distribution
and enhancing  theaters'  flexibility in scheduling and displaying  films across
auditoriums.  In  addition,  we believe  digital  cinema will offer  audiences a
consistently   higher  quality   audiovisual   experience  than  film,   further
distinguishing  the  theatrical  experience  from the  increasingly  competitive
in-home  entertainment  experience  provided by low-cost home theater equipment,
customized viewing  functionality from cable and satellite providers and devices
such as personal  video  recorders,  as well as other media such as the Internet
and video games. More broadly, we believe that digital distribution will provide
a wide array of new  applications  for  exhibiting  various  forms of content at
remote venues.

However,  this anticipated change in format will require  retrofitting  theaters
with new exhibition  equipment and technology  infrastructure in order to store,
manage and  display  digital  content.  At the end of 2004,  the Motion  Picture
Association  of America  estimated that there were 6,012 domestic movie theaters
comprising 36,594 screens. To date, industry participants have been reluctant to
incur  the  significant  capital  costs  necessary  to  upgrade  the  exhibition
infrastructure.  Another impediment to the growth of digital cinema has been the
industry's  desire to establish  technical  standards for quality,  performance,
architecture and security. However, on July 27, 2005, Digital Cinema Initiatives
("DCI"),  a consortium  of major film studios  (Disney,  Fox,  Paramount,  Sony,
Universal  and Warner  Bros.),  issued its final  technical  specifications  for
digital  theatrical  systems,  paving the way for  DCI-compliant  digital cinema
solutions to be commercially launched.

In our  pursuit of serving as a leading  provider  of  electronic  delivery  and
managed storage solutions for digital content,  on June 21, 2005, we, along with
Christie Digital Systems USA, Inc.,  jointly announced an agreement to establish
what we believe to be the industry's first practical funding plan to advance the
transition to digital cinema. We formed a subsidiary,  Christie/AIX, to serve as
the funding vehicle and administrator  under our Digital System Supply Agreement
with  Christie,  pursuant to which it will  purchase  from  Christie up to 4,000
digital cinema projection systems.  Each system is comprised of a digital cinema


                                       4



projector,  a central server for each theatre site to manage content  scheduling
across  auditoriums  and media  players at each screen from which the  encrypted
movie files will be played out through the attached projectors.

We anticipate  that AccessIT may use proceeds from this  offering,  funds in our
possession or funds from  third-party  financing  sources to provide the capital
for  Christie/AIX  to  purchase  the  digital  cinema  projection  systems  from
Christie.  It is  anticipated  that  exhibitors  will incur no capital  costs to
receive the  equipment  but will pay  Christie for  installation  and enter into
service and maintenance  agreements with Christie, as well as enter into various
software  licenses and content delivery  service  contracts with us. The cost of
the digital  projection  systems will be supported  through  virtual  print fees
("VPFs") which the studios will pay to  Christie/AIX  over the next ten years in
lieu of the film print costs they currently incur themselves.

To date,  Christie/AIX has ordered 200 digital  projection systems from Christie
and we intend to have the first 150  installed in theaters by December 31, 2005.
We  currently  have  system-wide  agreements  with two theater  circuits  and we
continue to seek  additional  participation  from other  regional  and  national
exhibitors.  Additionally,  on December 16, 2005,  Christie/AIX  entered into an
agreement with Carmike Cinemas,  Inc. ("Carmike") pursuant to which Christie/AIX
will install up to 2,300  digital  cinema  projection  systems in the  Carmike's
theaters.  Installation is expected to begin in January 2006 and be completed by
October 31, 2007.

In  order to  provide  for the  availability  of  digital  film  product,  since
September 2005 we have entered into non-exclusive agreements with five prominent
Hollywood movie studios, including Disney, DreamWorks,  Fox, Sony and Universal,
pursuant to which they will supply  their  feature  films in digital  format for
exhibition on Christie/AIX's  DCI-compliant  digital  projection systems and pay
VPFs  to  Christie/AIX  for  the  next  ten  years.  We are  continuing  to seek
additional studio and other content distribution and exhibitor partners.

SEGMENTS

We have two reportable segments:

MEDIA SERVICES, which represents the operations of
--------------

     o    Access Digital Media, Inc. ("AccessDM")  (including Boeing Digital (as
          defined below)), our wholly-owned subsidiary,

     o    ADM Cinema Corporation ("ADM Cinema"),  doing business as the Pavilion
          Theatre, our wholly-owned subsidiary

     o    FiberSat Global Services,  Inc., doing business as AccessIT  Satellite
          ("AccessIT Satellite"), our wholly-owned subsidiary,

     o    Christie/AIX,  Inc.  ("Christie/AIX"),  a  wholly-owned  subsidiary of
          AccessDM and

     o    Hollywood   Software,   Inc.,  doing  business  as  AccessIT  Software
          ("AccessIT SW"), our wholly-owned subsidiary; and

DATA CENTER SERVICES, which are comprised of
--------------------

     o    IDCs, including redundant sites in Los Angeles and New York City and

     o    Managed  Service  Offerings,  comprised of managed storage and network
          systems management services by AccessIT and Core Technology  Services,
          Inc. ("Managed Services"), our wholly-owned subsidiary.

OUR DEVELOPMENT

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.  In April 2005,  AccessDM  completed  the  development  of in-theatre
management  software for use by  digitally-equipped  movie theaters,  called the
Theatre Command Center.

In November 2003, we acquired all of the capital stock of AccessIT 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.  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,  AccessIT SW's
software  complements,  and  is

                                5


integrated  with,  AccessDM's  digital  content  delivery  software  by enabling
AccessIT  SW's  customers to  seamlessly  plan and schedule  delivery of digital
content  to  entertainment  venues 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  63% of its revenues
for the year ended March 31, 2005. 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
in 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.  We  anticipate
replacing most of the Boeing Digital equipment over the next several months with
new equipment acquired in connection with Christie/AIX's  digital cinema rollout
plan.

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.  Pursuant to the warrant,  upon
the occurrence of certain events, the warrants became redeemable by the Company.
As of December  19,  2005,  all of these  warrants  have been  exercised  for an
aggregate of $1.5 million.

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 carried 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 AccessIT Satellite,  our wholly-owned
subsidiary (the "FiberSat  Acquisition").  AccessIT Satellite,  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.  AccessIT Satellite'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  AccessIT
Satellite's  fully  operational  data storage and uplink facility located in Los
Angeles,  California.  AccessIT  Satellite 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
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

                                       6

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,  our  wholly-owned  subsidiary,  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 (the
"Pavilion Theatre") from Pritchard Square Cinema, LLC. The Pavilion Theatre is a
nine-screen  movie  theatre and is a component  of our Media  Services  segment.
Continuing to operate as a fully functional multiplex,  the Pavilion Theatre has
become our showcase 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.  To date,
Christie/AIX has ordered 200 Systems from Christie.

In connection with  facilitating the deployment of the Systems,  the Company has
entered into digital cinema  deployment  agreements  with certain motion picture
distributors  for  distribution of movie releases to theaters  equipped with the
Systems. The Company has also entered into master license agreements with motion
picture  exhibitors  for the  placement  of digital  cinema  equipment  in movie
theaters.

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 Systems from Christie.  Since that time,
Christie/AIX has ordered an additional 100 Systems from Christie.

The July 2005 Private  Placement  Warrants  become  exercisable  on February 18,
2006,  expire on February 18, 2011 and 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  July  2005  Private  Placement  Warrants  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 registered  the resale of
all the 71,359 shares and the 760,196  shares  underlying  the New Warrants on a
registration  statement  on Form S-3 which was  declared  effective  December 2,
2005.

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. During the six month period ended September 30, 2005, we
received 42% of our revenue from the Data Center Services segment and 58% of our
revenue  from the Media  Services  segment.  During the six month  period  ended
September 30, 2004, we received 73% of our revenue from the Data Center Services
segment and 27% 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.  For the six months ended September 30, 2005,
KMC  accounted  for  approximately  11% of our  revenues.  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 the sites  that they are
currently  licensing  under the  contract.  Total  monthly  revenue  from KMC is


                                       7


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. 

OUR PRINCIPAL EXECUTIVE OFFICES

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..............To be set forth in a prospectus supplement.
Preferred Stock...................To be set forth in a prospectus supplement.
Warrants..........................To be set forth in a prospectus supplement.
Total.............................$75,000,000






Use of proceeds................... We expect to use the  net  proceeds  from the
                                   sale of our  securities  for   the  purchase,
                                   installation   and   maintenance  of  digital
                                   cinema  projection  systems by  Christie/AIX,
                                   Inc.  ("Christie/AIX"),   our  majority-owned
                                   subsidiary,  and for general  working capital
                                   and corporate purposes,  as further specified
                                   in the accompanying prospectus supplement.


American Stock Exchange symbol.....AIX


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 SECURITIES  INVOLVES A HIGH DEGREE OF RISK AND UNCERTAINTY.
YOU SHOULD  CAREFULLY  CONSIDER THE RISKS  DESCRIBED BELOW AND IN ANY PROSPECTUS
SUPPLEMENT  BEFORE  DECIDING TO INVEST IN OUR  SECURITIES.  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 SECURITIES 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.

                         RISKS RELATING TO OUR BUSINESS

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

Our capital  requirements may vary  significantly from what we currently project
and be affected by unforeseen delays and expenses.  We may experience  problems,
delays,  expenses and difficulties  frequently encountered by similarly-situated
companies,  as  well  as  difficulties  as a  result  of  changes  in  economic,
regulatory or competitive  conditions.  If we encounter any of these problems or
difficulties   or  have   underestimated   our   operating   losses  or  capital
requirements,  we may require  significantly  more  financing  than we currently
anticipate.  We cannot  assure you that we will be able to obtain  any  required
additional financing on terms acceptable to us, if at all. We will be restricted
in the type and amount of additional  indebtedness that we may incur as a result
of our  acquisition  of  AccessIT  SW. In  connection  with the  acquisition  of
AccessIT  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 AccessIT 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.

WE  HAVE  LIMITED  EXPERIENCE  IN  OUR  NEWER  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,  AccessIT 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  AccessIT  Satellite;  (e)  operating  of a  movie
theater,  through  our  wholly-owned  subsidiary  ADM  Cinema;  (f)  through the
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  AccessIT  SW,  Managed
Services, and AccessIT Satellite, and have hired other experienced personnel, 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 and exhibitors 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.

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

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

          o    lack of operating experience;

          o    net losses;

          o    lack of sufficient customers;

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

          o    necessary capital expenditures;

          o    an unproven business model;

          o    a changing business focus; and

          o    difficulties in managing potentially rapid growth.


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

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 RESPOND TO FUTURE  ADVANCES IN  TECHNOLOGY  AND CHANGES IN CUSTOMER
DEMANDS,  OUR FINANCIAL  POSITION,  PROSPECTS  AND RESULTS OF OPERATIONS  MAY BE
ADVERSELY AFFECTED.

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

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

WE 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.


                                       10

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.

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.

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  AccessIT 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  certain assets and  liabilities 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 AccessIT SW, AccessDM,  Managed Services,  AccessIT  Satellite,  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.

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 to 93 in March 2005 and to
110 in November 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.

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.
                                       11



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

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

          o    licensable software products;

          o    rights to certain domain names;

          o    registered service marks on certain names and phrases;

          o    various unregistered trademarks and service marks;

          o    know-how; and

          o    rights to certain logos.


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

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

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

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  


                                       12

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.

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 ("KMC"),
accounted for approximately  27% and 18%,  respectively of our revenues for such
fiscal  years).  Our contract  with KMC expires on December  31,  2005.  We have
received an  indication  from KMC that they will not renew the  contract for 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 AccessIT 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 AccessIT
Satellite 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  covering
facilities and equipment 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.

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 securities  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;

                                       13

          o    reducing research and development efforts;

          o    selling assets;

          o    restructuring or refinancing our remaining indebtedness; and

          o    seeking additional funding.

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

WE 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.

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 December  19,  2005,  our  directors,  executive  officers  and  principal
stockholders  beneficially  own,  directly  or  indirectly,  in  the  aggregate,
approximately 48% of our outstanding common stock. In particular,  A. Dale Mayo,
our  President  and  Chief   Executive   Officer,   together  with  his  spouse,
beneficially  hold all 925,811 shares of Class B common stock, and 54,744 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 39% 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 AccessIT 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 AccessIT SW, David Gajda and
Robert  Jackovich,   Charles  Goldwater,   Christie/AIX's  President  and  Chief
Operating  Officer,  and Ravi Patel,  AccessIT  Satellite'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.

                                       14



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 THE OFFERING

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
Class A 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  OR  FUTURE  ISSUANCES  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 or  issuances of a large number of shares
of Class A common stock in the public  market or even the  perception  that such
resales  or  issuances  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, or to the extent we issue additional shares of our Class
A common stock in the future, 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 expect  to use the net  proceeds  from the sale of our Class A common  stock,
preferred stock,  warrants or any combination  thereof,  as further specified in
the  accompanying  prospectus  supplement,  for the purchase,  installation  and
maintenance of digital cinema projection systems by Christie/AIX,  in connection
with our rollout plan to deploy digital cinema systems nationwide, as part of an
effort to advance the movie  industry's  transition to digital  cinema,  and for
general working capital and corporate  purposes,  including,  from time to time,
extinguishment  of corporate  debt and  acquisitions  in line with our corporate
business plan as previously  described.  Pending use of the net proceeds, we may
invest them in interest-bearing, investment-grade securities.



                          DESCRIPTION OF CAPITAL STOCK


The  following  summary  description  of our capital stock is not intended to be
complete and is subject,  and  qualified in its  entirety by  reference,  to our
amended and restated certificate of incorporation and our bylaws.

GENERAL

We have  authorized  capital stock  consisting  of  80,000,000  shares of common
stock, par value $0.001 per share, and 15,000,000 shares of preferred stock, par
value $0.001 per share.

Holders of a majority  of our  outstanding  shares of capital  stock  present or
represented by proxy at any meeting of our stockholders  constitute a quorum. If
a quorum  exists,  holders  of a majority  of the voting  power of the shares of
capital stock present at the meeting may generally approve matters coming before
any stockholders  meeting.  The affirmative vote of the holders of a majority of
the voting power of the  outstanding  shares of our capital stock is required to
approve significant corporate transactions,  including a liquidation,  merger or
sale of substantially all of our assets.

COMMON STOCK

As of December 19, 2005 we had  40,000,000  shares  designated as Class A common
stock and 15,000,000  designated as Class B common stock, had 14,608,896  shares
of  Class A common  stock  outstanding  and  owned by 136  record  holders,  had
reserved for issuance  2,341,246  shares of Class A common stock with respect to
stock options and outstanding  warrants and had 925,811 shares of Class B common
stock outstanding and beneficially owned by 2 holders.

VOTING RIGHTS. Holders of our common stock are entitled to the following vote(s)
per share on all matters  submitted to a vote of our  stockholders:  the Class A
common stock,  one vote per share;  and the Class B common stock,  ten votes per
share. The holders of our outstanding  shares of common stock vote together as a
single  class  on  all  matters   submitted  to  a  vote  (or  consent)  of  our
stockholders.

CONVERSION. Each outstanding share of Class B common stock may be converted into
one  share of Class A common  stock at any time,  and from time to time,  at the
option of the holder of such share.


                                       16



DIVIDENDS;  LIQUIDATION;  PREEMPTIVE  RIGHTS.  Holders of our  common  stock are
entitled  to receive  dividends  only if, as and when  declared  by our board of
directors out of funds legally  available for that purpose.  In the event of our
liquidation,  dissolution  or  winding-up,  holders  of  our  common  stock  are
entitled,  subject to any priorities due to any holders of our preferred  stock,
ratably  to share in all assets  remaining  after  payment  of our  liabilities.
Holders of our common stock have no preemptive  rights nor,  except with respect
to the conversion rights of the Class B common stockholder  described above, any
other  rights  to  subscribe  for  shares  or  securities  convertible  into  or
exchangeable for shares of our common stock.

Our Class A Common  Stock is traded on the  American  Stock  Exchange  under the
symbol "AIX".

PREFERRED STOCK

Our board of directors is authorized,  subject to any limitations  prescribed by
law, without further stockholder  approval,  to issue from time to time up to an
aggregate of 15,000,000 shares of our preferred stock, in one or more series. As
of December 19, 2005, there were no preferred shares issued or outstanding. Each
such series of  preferred  stock will have such number of shares,  designations,
preferences,  powers  and  qualifications  and  special  or  relative  rights or
privileges as will be  determined by our board of directors,  which may include,
among  others,  dividend  rights,  voting  rights,  redemption  and sinking fund
provisions,  liquidation  preferences,  conversion rights and preemptive rights.
The rights of the  holders of our common  stock will be subject to the rights of
holders of any preferred  stock issued in the future.  The issuance of preferred
stock,  while  providing  desirable  flexibility in connection with the possible
acquisitions  and other corporate  purposes,  could have the effect of making it
more  difficult for a third party to acquire,  or of  discouraging a third party
from acquiring, a majority of our outstanding voting stock.

TERMS. The specific terms of any preferred stock being offered will be described
in the prospectus  supplement  relating to that preferred  stock.  The following
summaries  of the  provisions  of the  preferred  stock are  subject to, and are
qualified in their  entirety by reference  to, the  certificate  of  designation
relating to the particular  class or series of preferred stock offered with that
prospectus supplement for specific terms, including:

     o    the designation of the preferred stock

     o    the number of shares of the preferred  being offered,  the liquidation
          preference per share and the offering price of the preferred stock;

     o    the dividend rate(s), period(s) and/or payment date(s) or method(s) of
          calculating these items applicable to the preferred stock;

     o    the place or places where  dividends will be paid,  whether  dividends
          will be cumulative or noncumulative, and, if cumulative, the date from
          which dividends on the preferred stock will accumulate, if applicable;

     o    the procedures for any action and remarketing of the preferred stock;

     o    the provision of a sinking fund, if any, for the preferred stock;

     o    the provision for redemption, if applicable, of the preferred stock;

     o    any listing of the preferred stock on any securities exchange;

     o    the terms and  conditions,  if  applicable,  upon which the  preferred
          stock  will be  convertible  into or  exchangeable  for Class A common
          stock, and whether at our option or the option of the holder;

     o    whether  the  preferred  stock  will rank  senior or junior to or on a
          parity with any other class or series of preferred stock;

     o    the voting rights, if any, of the preferred stock;

     o    any  other  specific  terms,  preferences,   rights,   limitations  or
          restrictions of the preferred stock; and

     o    a discussion of the United States  federal  income tax  considerations
          applicable to the preferred stock.



                             DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of preferred stock,  Class A common stock
or any combination  thereof.  Warrants may be issued  independently  or together
with any other securities offered in an applicable prospectus supplement and may
be attached to or separate  from such  securities.  Warrants may be issued under
warrant  agreements (each, a "warrant  agreement") to be entered 


                                       17



into  between us and a warrant  agent  specified  in the  applicable  prospectus
supplement.  The warrant agent will act solely as our agent in  connection  with
the  warrants  of a  particular  series and will not assume  any  obligation  or
relationship of agency or trust for or with any holders or beneficial  owners of
warrants.  The  following  sets forth certain  general  terms and  provisions of
warrants which may be offered.  Further terms of the warrants and the applicable
warrant agreement will be set forth in the applicable prospectus supplement.


TERMS. The prospectus  supplement relating to a particular issue of warrants for
the purchase of Class A common stock or preferred  stock will describe the terms
of the warrants, including the following:

     o    the title of the warrants;

     o    the offering price for the warrants, if any;

     o    the aggregate number of the warrants;

     o    the  designation  and terms of the Class A common  stock or  preferred
          stock that may be purchased upon exercise of the warrants;

     o    if applicable,  the  designation  and terms of the securities that the
          warrants  are issued with and the number of warrants  issued with each
          security;

     o    if  applicable,  the date from and after  which the  warrants  and any
          securities issued with the warrants will be separately transferable;

     o    the number of shares of Class A common stock or  preferred  stock that
          may be  purchased  upon  exercise  of a warrant and the price at which
          such shares may be purchased upon exercise;

     o    the dates on which the right to exercise  the warrants  will  commence
          and expire;

     o    if applicable,  the minimum or maximum amount of the warrants that may
          be exercised at any one time;

     o    the currency or currency  units in which the offering  price,  if any,
          and the exercise price are payable;

     o    if applicable,  a discussion of material  United States federal income
          tax considerations;

     o    the antidilution provisions of the warrants, if any;

     o    the redemption or call provisions, if any, applicable to the warrants;
          and

     o    any additional terms of the warrants, including terms, procedures, and
          limitations relating to the exchange and exercise of the warrants.

EXERCISE OF WARRANTS

Each warrant will entitle the holder of warrants to purchase for cash the amount
of shares of  preferred  stock or shares of Class A common stock at the exercise
price as shall in each case be set forth in, or be determinable as set forth in,
the prospectus supplement relating to the warrants offered thereby. Warrants may
be exercised at any time up to the close of business on the expiration  date set
forth in the prospectus  supplement  relating to the warrants  offered  thereby.
After the close of business on the expiration date the unexercised warrants will
become void.

Warrants may be exercised as set forth in the prospectus  supplement relating to
the  warrants  offered  thereby.   Upon  receipt  of  payment  and  the  warrant
certificate  properly  completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of preferred stock or shares
of Class A common stock purchasable upon such exercise.  If less than all of the
warrants  represented by the warrant  certificate  are exercised,  a new warrant
certificate will be issued for the remaining warrants.



                              PLAN OF DISTRIBUTION


We  may  sell  the  securities  offered  by  this  prospectus  in  one  or  more
transactions from time to time:


                                       18

     o    to or through underwriters;

     o    through dealers, agents or institutional investors;

     o    directly to purchasers; or

     o    through a combination of these methods.

We may sell the  securities  at a fixed  price or  prices  that may  change,  at
prevailing  market prices,  at prices relating to prevailing market prices or at
negotiated  prices.  Each time we sell securities in a particular  offering,  we
will provide a prospectus supplement or, if required, amend this prospectus,  to
disclose the following information with respect to that offering:

     o    the material terms of the distribution, including the number of shares
          and the consideration paid;

     o    the identity of any underwriters,  dealers,  agents or purchasers that
          will purchase the securities;

     o    the  amount  of  any  compensation,  discounts  or  commissions  to be
          received by underwriters, dealers or agents;

     o    the purchase price of the securities being offered and the proceeds we
          will receive from the sale;

     o    the  nature of any  transactions  by  underwriters,  dealers or agents
          during the  offering  that are  intended to  stabilize or maintain the
          market price of our securities; and

     o    the terms of any indemnification provisions.

Underwriters,  dealers,  agents or other purchasers may sell the securities at a
fixed  price  or  prices  that may  change,  at  prices  set at or  relative  to
prevailing market prices or at negotiated prices.

We may directly  solicit offers to purchase  securities and we may make sales of
securities directly to institutional  investors or others in jurisdictions where
we are authorized to do so.

UNDERWRITERS

We may sell all or a portion of the securities offered by this prospectus in one
or more transactions to or through underwriters,  who may sell the securities to
or through dealers. In connection with the sale of our securities, underwriters,
dealers or agents may receive  compensation  from us, or from the  purchasers of
the  securities  for whom they may act as  agents,  in the form of  underwriting
discounts,  concessions or commissions and may also receive commissions from the
purchasers  for whom they may act as agents.  Underwriters,  dealers,  agents or
purchasers  that  participate in the  distribution  of the  securities,  and any
broker-dealers  or the persons  acting on behalf of parties that  participate in
the distribution of the securities, are underwriters under the Securities Act of
1933, or the Securities  Act. Any discounts or commissions  they receive and any
profit on the resale of the  securities  they  receive  constitute  underwriting
discounts and  commissions  under the Securities Act. Any person deemed to be an
underwriter  under the Securities  Act may be subject to statutory  liabilities,
including  those under  Sections  11, 12 and 17 of the  Securities  Act and Rule
10b-5 under the  Securities  Exchange Act of 1934,  as amended,  or the Exchange
Act.

Only underwriters named in the amended or supplemented prospectus,  if any, will
be underwriters of the securities offered through that amended  prospectus.  Any
underwriters  used in an offering may resell the securities from time to time in
one or more transactions,  at a fixed public offering price or at varying prices
determined  at the time of sale.  We may  offer  the  securities  to the  public
through underwriting  syndicates  represented by managing underwriters without a
syndicate. Any public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may change from time to time.

AGENTS; DIRECT SALES

We may designate agents to distribute the securities offered by this prospectus.
Unless the applicable  prospectus  supplement states  otherwise,  any such agent
will act on a best-efforts basis for the period of appointment. We may authorize
dealers or other persons  acting as our  respective  agents to solicit offers by
institutional  investors to purchase the securities from us under contracts that
provide for payment and delivery on a future date. We may enter into  agreements
directly with  purchasers  that provide for the sale of securities over a period
of time by means of  draw-downs at our  election,  which the purchaser  would be
obligated to accept under specified conditions.  Under a draw-down agreement, we
may sell  securities at a per share  purchase price  discounted  from the market
price  of our  securities.  We may  also  enter  into  agreements  for  sales of
securities  based on combinations  of or variations from these methods.  We will
describe in the applicable prospectus supplement the terms and conditions of any
such agreements and any related commissions we will pay. Agents and underwriters
may also  engage in  transactions  with us, or  perform  services  for us in the
ordinary course of business.


                                       19



STABILIZATION ACTIVITIES

In connection  with a firm commitment  underwritten  offering of our securities,
underwriters  and  purchasers  that are  deemed  to be  underwriters  under  the
Securities Act may engage in transactions that stabilize,  maintain or otherwise
affect the price of the securities. For example, they may:

     o    over-allot in connection with the offering, creating a syndicate short
          position for their own account;

     o    bid for and purchase our  securities in the open market to cover short
          positions or to stabilize the price of the securities; or

     o    reclaim selling concessions allowed for distributing the securities in
          the offering if the  underwriters  repurchase  previously  distributed
          securities in  transactions  to cover short  positions,  stabilization
          transactions or otherwise.

Any of these  activities  may  stabilize  or  maintain  the market  price  above
independent market levels. These activities may be conducted only in conjunction
with a firm commitment  underwritten offering.  Underwriters are not required to
engage in these  activities  and may terminate any such activity at any time. In
engaging in any such activities,  underwriters will be subject to the applicable
provisions  of the  Securities  Act and the  Exchange  Act  and  the  rules  and
regulations  under  those  acts.  Regulation  M under the  Securities  Act,  for
example,  may restrict the ability of any person engaged in the  distribution of
the  securities  to engage  in  market-making  activities  with  respect  to the
securities,  and the  anti-manipulation  rules under the  Exchange  Act may also
apply to  market  sales of the  securities.  These  provisions  may  affect  the
marketability  of the  securities  and the  ability  of any  person to engage in
market-making activities with respect to the securities.

INDEMNIFICATION

We may agree to  indemnify  underwriters,  dealers,  agents or other  purchasers
against civil  liabilities  they may incur in connection with the offer and sale
of the securities  offered by this prospectus,  including  liabilities under the
Securities  Act. We may also agree to  contribute to payments that these persons
may be required to make with respect to these liabilities.


                                  LEGAL MATTERS

         Unless otherwise indicated in the applicable prospectus supplement, the
validity  of the  offered  securities  will be 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 

                                       20



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.





                                       21


                                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
Description of capital stock..............................................    16
Description of warrants...................................................    17
Plan of distribution......................................................    18
Legal matters.............................................................    20
Experts...................................................................    20
Indemnification against liability under the Securities Act................    20

                                 $75,000,000.00

                              Class A Common Stock
                                 Preferred Stock
                                    Warrants

                                   PROSPECTUS

                               ____________ __, 200_













                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

                  The following  table presents the costs and expenses,  payable
by us in connection  with the sale of  securities  being  registered  under this
registration   statement.   All  amounts  are  estimates   except  for  the  SEC
registration fee and the AMEX listing fee.

        SEC registration fee                                $    8,025
        Printing expenses                                            0
        Legal fees and expenses                                 20,000
        Accounting fees and expenses                            20,000
        AMEX listing fee                                             0
        Miscellaneous fees and expenses                            975
        Total:                                                 $49,000


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                  
               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 limitation of
liability  is  expressly  prohibited  by the Delaware  General  Corporation  Law
("DGCL")  as in  effect  at the  time  of the  alleged  breach  of  duty by such
director.

               The amended and restated  certificate  of  incorporation  and the
bylaws  of the  registrant  provide  that the  registrant  shall  indemnify  its
officers,  directors and certain others to the fullest  extent  permitted by the
DGCL. Section 145 of the DGCL, provides in pertinent part as follows:

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

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


                                      II-1



               (c) To the extent that a present or former director or officer of
a corporation  has been  successful on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

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

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

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

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

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

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

               (j) The  indemnification and advancement of expenses provided by,
or granted  pursuant to, this Section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

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

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)  The exhibits  listed in the following table have been filed as part of
          this registration statement.


                                      II-2



EXHIBIT
NUMBER                DESCRIPTION OF DOCUMENT

1.1       --    Underwriting Agreement.*
5.1       --    Opinion of Kelley Drye & Warren LLP. **
23.1      --    Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).**
23.2      --    Consent of PricewaterhouseCoopers LLP.**
23.3      --    Consent of Eisner LLP.**
24.1      --    Powers of Attorney (included on signature page).**

* To be filed by amendment or filed pursuant to a Current Report on Form 8-K and
incorporated by reference.
** Filed herewith.


     (b)  Financial Statement Schedules

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

ITEM 17. UNDERTAKINGS

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

                  The undersigned registrant hereby undertakes:

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


                           (i)      include any  prospectus  required by Section
                                    10(a)(3) of the Securities Act;


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

                           (iii)    include any  additional or changed  material
                                    information on the plan of distribution;

                           provided,   however,   that   paragraphs   (a)(1)(i),
                           (a)(1)(ii)  and  (a)(1)(iii)  do  not  apply  if  the
                           information    required   to   be   included   in   a
                           post-effective   amendment  by  those  paragraphs  is
                           contained in periodic reports filed by the registrant
                           pursuant  to  Section  13 or 15(d) of the  Securities
                           Exchange  Act  of  1934  that  are   incorporated  by
                           reference in the registration statement.

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

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

                  (4)      For   determining   liability   of  the   undersigned
                           registrant  under the Securities Act to any purchaser
                           in the initial  distribution of the securities,  that
                           in  a  primary   offering   of   securities   of  the
                           undersigned  registrant pursuant to this registration
                           statement, regardless of the underwriting method used
                           to  sell  the  securities  to the  purchaser,  if the
                           securities  are offered or sold to such  purchaser by
                           means  of any of the  following  communications,  the
                           undersigned  registrant  will  be  a  seller  to  the
                           purchaser  and  will be  considered  to offer or sell
                           such securities to such purchaser:

                           (i)      any preliminary  prospectus or prospectus of
                                    the undersigned  registrant  relating to the
                                    offering  required  to be filed  pursuant to
                                    Rule 424;


                                      II-3



                           (ii)     any free writing prospectus  relating to the
                                    offering  prepared  by or on  behalf  of the
                                    undersigned  registrant  or used or referred
                                    to by the undersigned registrant;

                           (iii)    the portion of any free  writing  prospectus
                                    relating to the offering containing material
                                    information about the undersigned registrant
                                    or its  securities  provided by or on behalf
                                    of the undersigned registrant; and

                           (iv)     any other  communication that is an offer in
                                    the   offering   made  by  the   undersigned
                                    registrant to the purchaser.


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

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

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

               The undersigned registrant hereby undertakes that:

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

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




                                      II-4



                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant  hereby  certifies that it has reasonable  grounds to believe that it
meets all of the  requirements for filing on Form S-3 for the sale of securities
and authorized this Form S-3  registration  statement to be signed on its behalf
by the undersigned, in the City of Morristown,  State of New Jersey, on the 20th
day of December, 2005.

                              ACCESS INTEGRATED TECHNOLOGIES, INC.
                                              
                                                 
                              By: /s/ A. Dale Mayo                              
                                 -----------------------------------------------
                                  A. Dale Mayo
                                  President and Chief Executive Officer

        KNOW ALL MEN BY THESE  PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints A. Dale Mayo and Gary S. Loffredo,
and  each  of  them   individually,   his  true  and  lawful  agent,  proxy  and
attorney-in-fact,  with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to (i) act on, sign
and file with the Securities  and Exchange  Commission any and all amendments to
the registration statement (which includes any additional registration statement
under Rule 462(b))  together with all schedules and exhibits  thereto,  (ii) act
on,  sign and file  with the  Securities  and  Exchange  Commission  any and all
exhibits to the  registration  statement  and any and all exhibits and schedules
thereto,   (iii)  act  on,  sign  and  file  any  and  all  such   certificates,
applications, registration statements, notices, reports, instruments, agreements
and other documents necessary or appropriate in connection with the registration
or  qualification  under  foreign and state  securities  laws of the  securities
described in the registration  statement or any amendment thereto,  or obtain an
exemption therefrom, in connection with the offerings described therein and (iv)
take  any  and all  such  actions  which  may be  necessary  or  appropriate  in
connection therewith,  granting unto such agents, proxies and attorneys-in-fact,
and each of them  individually,  full power and authority to do and perform each
and every act and thing  necessary or  appropriate  to be done, as fully for all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
approving,   ratifying  and  confirming  all  that  such  agents,   proxies  and
attorneys-in-fact,  any of  them  or any of his or her or  their  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.




                                                                                        
                SIGNATURE(S)                                     TITLE(S)                             DATE

/s/ A. Dale Mayo                              President, Chief Executive Officer and           December 20, 2005
-----------------------------------------
A. Dale Mayo                                  Chairman of the Board of Directors
                                              (Principal Executive Officer)
/s/ Kevin J. Farrell                          Senior Vice President -- Data Center             December 20, 2005
-----------------------------------------
Kevin J. Farrell                              Operations and Director

/s/ Brett E. Marks                            Senior Vice President -- Business Development    December 20, 2005
-----------------------------------------
Brett E. Marks                                and Director

/s/ Gary S. Loffredo                          Senior Vice President -- Business Affairs,       December 20, 2005
-----------------------------------------
Gary S. Loffredo                              General Counsel, Secretary and Director

/s/ Brian D. Pflug                            Senior Vice President -- Accounting and Finance  December 20, 2005
-----------------------------------------
Brian D. Pflug                                (Principal Financial and Accounting Officer)

/s/ Robert Davidoff                           Director                                         December 20, 2005
-----------------------------------------
Robert Davidoff

/s/ Wayne L. Clevenger                        Director                                         December 20, 2005
-----------------------------------------
Wayne L. Clevenger

/s/ Matthew W. Finlay                         Director                                         December 20, 2005
-----------------------------------------
Matthew W. Finlay

/s/ Gerald C. Crotty                          Director                                         December 20, 2005
-----------------------------------------
Gerald C. Crotty




                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                DESCRIPTION OF DOCUMENT



5.1         --     Opinion of Kelley Drye & Warren LLP
23.1        --     Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1)
23.2        --     Consent of PricewaterhouseCoopers LLP
23.3        --     Consent of Eisner LLP
24.1        --     Powers of Attorney (included on signature page)