FILED PURSUANT TO RULE 424(B)(2)
                                                     REGISTRATION NO. 333-130553


PROSPECTUS SUPPLEMENT
(To Prospectus dated January 13, 2006)


                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                             5,126,086 SHARES

                              CLASS A COMMON STOCK

Access Integrated  Technologies,  Inc. is offering by this prospectus supplement
5,126,086 shares of Class A common stock at a price of $10.00 per share.

We will receive the proceeds from any  securities  sold in this offering less an
underwriting  commission and discount to Roth Capital and  Craig-Hallum and less
other expenses we incur in connection with the issuance and  distribution of our
Class A common stock.

                                                    PER SHARE     TOTAL

Public Offering Price                               $10.00        $51,260,860.00
Underwriting commission and discount                $0.50         $ 2,563,043.00
Proceeds, before expenses, to us                    $9.50         $48,697,817.00

The shares of our Class A common  stock are listed for  trading on the  American
Stock Exchange under the symbol "AIX". On March 10, 2006, the last reported sale
price of our Class A common stock on the American  Stock Exchange was $10.34 per
share.

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

We have granted the underwriters an option for a period of 30 days from the date
of this prospectus  supplement to purchase up to 768,913  additional shares from
us to cover  over-allotments.  We have also  agreed to pay the  underwriters  an
advisory fee of 1% of the gross  proceeds of this offering and to reimburse each
of them for all  reasonable  travel,  legal  and  other  out-of-pocket  expenses
incurred in furtherance of their role as underwriters not to exceed an aggregate
amount of $50,000.

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  SUPPLEMENT.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The  underwriters  expect to deliver the shares of common stock to purchasers on
March 17, 2006.









          ROTH CAPITAL PARTNERS           CRAIG-HALLUM CAPITAL GROUP LLC




                  The date of this prospectus supplement is March 13, 2006











                        ABOUT THIS PROSPECTUS SUPPLEMENT


      This prospectus  supplement and the accompanying  prospectus are part of a
registration  statement on Form S-3 that we have filed with the  Securities  and
Exchange   Commission  (the  "SEC"  or  the  "Commission")   utilizing  a  shelf
registration  process.  It is important  for you to read and consider all of the
information  contained  in  this  prospectus  supplement  and  the  accompanying
prospectus  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 the
accompanying prospectus.


        You should  rely only on the  information  provided  in this  prospectus
supplement  and  the   accompanying   prospectus,   including  the   information
incorporated  by reference in this  prospectus  supplement and the  accompanying
prospectus.  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  supplement,  the  accompanying  prospectus  and
information   contained  in  a  document  that  we  have  previously  filed  and
incorporated  by reference in this  prospectus  supplement  or the  accompanying
prospectus,  is accurate only as of the date of this prospectus supplement,  the
accompanying prospectus 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.


                      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC  allows us to  "INCORPORATE  BY  REFERENCE"  in this  prospectus
supplement and the  accompanying  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 supplement and the accompanying prospectus.
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   supplement  or  the
accompanying  prospectus and information  incorporated by reference from a later
filed document, you should rely on the information in the later dated document.


        We  incorporate  by  reference  the  documents  listed  below  (and  the
documents  incorporated by reference therein) that we have previously filed, and
any documents that we may file in the future, with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, until the offerings contemplated by this
prospectus are completed:

                                        S-1




     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 quarterly  report on Form 10-QSB for the period ended December 31,
          2005, filed with the SEC on February 13, 2006;
     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    our current report on Form 8-K,  dated  December 15, 2005,  filed with
          the SEC on December 21, 2005;
     o    our current report on Form 8-K, dated January 17, 2006, filed with the
          SEC on January 19, 2006;
     o    our current report on Form 8-K, dated January 25, 2006, filed with the
          SEC on January 25, 2006;
     o    our current report on Form 8-K, dated January 26, 2006, filed with the
          SEC on January 31, 2006;
     o    our current report on Form 8-K, dated February 9, 2006, filed with the
          SEC on February 9, 2006;
     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  supplement,  the  accompanying
prospectus or a document incorporated by reference in this prospectus supplement
or the  accompanying  prospectus will be deemed to be modified or superseded for
purposes of this prospectus  supplement and the  accompanying  prospectus to the
extent  that  a  statement   contained  in  any   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  supplement  or  the  accompanying
prospectus.

        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 supplement,  the accompanying
prospectus or  incorporated  by reference in this  prospectus  supplement or the
accompanying  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  supplement,  the  accompanying  prospectus  or the document
containing such statement,  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;

                                       S-2


o    economic and market conditions;

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  supplement,  the accompany 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  supplement or the accompanying  prospectus will in
fact transpire.



                                        S-3





                          PROSPECTUS SUPPLEMENT SUMMARY


THIS SUMMARY  HIGHLIGHTS  INFORMATION  CONTAINED  ELSEWHERE  IN THIS  PROSPECTUS
SUPPLEMENT,  THE  ACCOMPANYING  PROSPECTUS  AND THE  DOCUMENTS  INCORPORATED  BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. 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   SUPPLEMENT,   THE   ACCOMPANYING   PROSPECTUS   AND  THE  DOCUMENTS
INCORPORATED  BY REFERENCE IN THIS  PROSPECTUS  SUPPLEMENT AND THE  ACCOMPANYING
PROSPECTUS,  INCLUDING "RISK FACTORS" AND THE CONSOLIDATED  FINANCIAL STATEMENTS
AND NOTES  THERETO  INCLUDED  ELSEWHERE  OR  INCORPORATED  BY  REFERENCE IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.


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

                                  THE OFFERING

Class A Common Stock Offered........5,126,086 shares


Offering Price......................$10.00 per share

Use of proceeds.....................We expect to use the net proceeds from this
                                    offering for the purchase, installation and
                                    maintenance of digital cinema projection
                                    systems by Christie/AIX, Inc.
                                    ("Christie/AIX"), our wholly-owned
                                    subsidiary, and for general working capital.

American Stock Exchange symbol......AIX


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



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


                                        S-4




                                 USE OF PROCEEDS


The net  proceeds  to us from  the sale of  shares  offered  by this  prospectus
supplement   will  be   $48,035,208.40,   after  deducting  Roth  Capital's  and
Craig-Hallum's  commissions  and discounts,  Roth  Capital's and  Craig-Hallum's
advisory fee and estimated  offering  expenses of $150,000.00.  We expect to use
the net proceeds to us from this  offering for the  purchase,  installation  and
maintenance of digital cinema projection  systems by Christie/AIX.  We may use a
portion  of the net  proceeds  to us from  this  offering  for  general  working
capital.


                          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 March 3, 2006 we had 40,000,000  shares designated as Class A common stock
and  15,000,000  designated as Class B common stock,  had  16,113,128  shares of
Class A common stock  outstanding and owned by 120 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.  Options to purchase 1,100,000
shares of Class A common stock are  outstanding  and we will issue to one of our
executive officers and other employees options to purchase an additional 207,247
shares of Class A common stock upon approval by our  shareholders of an increase
in the number of shares authorized to be issued under our stock option plan.

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.

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,
to share  ratably  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.


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 March 3, 2006,  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

                                        S-5



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.


                                  UNDERWRITING

We have entered  into an  underwriting  agreement  with the  underwriters  named
below,  with respect to the shares being offered by this prospectus  supplement.
Subject to certain conditions,  we have agreed to sell to the underwriters,  and
each of the underwriters has severally agreed to purchase from us, the number of
shares of Class A common stock set forth in the table below.

UNDERWRITER                                          NUMBER OF SHARES
-----------                                          ----------------
Roth Capital Partners, LLC                              2,563,043
Craig-Hallum Capital Group LLC                          2,563,043
                                                        ----------
   Total                                                5,126,086
                                                        ==========

If the  underwriters  sell more shares than the above number,  the  underwriters
have a 30 day option to buy up to an  additional  768,913  shares from us at the
public offering price less the  underwriting  discounts and commissions to cover
these sales.  If any shares are purchased  under this option,  the  underwriters
will severally purchase shares in approximately the same proportion as set forth
in the table above.

The underwriting  agreement  provides that the obligation of the underwriters to
purchase the shares offered hereby is subject to certain conditions and that the
underwriters are obligated to purchase all of the shares of common stock offered
hereby if any of the shares are purchased.

The  underwriters  propose  to offer to the  public the shares of Class A common
stock purchased  pursuant to the  underwriting  agreement at the public offering
price on the cover page of this  prospectus  supplement.  In connection with the

                                        S-6



sale of the shares of Class A common stock to be purchased by the  underwriters,
the  underwriters  will be deemed to have received  compensation  in the form of
underwriting discounts.  The underwriters'  commissions and discounts will be 5%
of the gross  proceeds or $0.50 per share of Class A common stock for a total of
$2,563,043.00.  In  addition,  we have also  agreed to pay the  underwriters  an
advisory  fee of 1% of the gross  proceeds  of this  offering.  We will bear the
expenses of the offering which are estimated to be $150,000.00. The net proceeds
to us, after the  underwriters'  commissions  and discounts,  the  underwriters'
advisory fee and the offering expenses, will be $48,035,208.40.

In addition to the  underwriters'  compensation,  we will reimburse each of them
for all reasonable travel,  legal and other  out-of-pocket  expenses incurred in
furtherance of their role as underwriters  not to exceed an aggregate  amount of
$50,000.

Pursuant  to the  underwriting  agreement,  we  have  agreed  to  indemnify  the
underwriters  against  certain  liabilities,  including  liabilities  under  the
Securities  Act, or to contribute  to payments  which the  underwriters  or such
other  indemnified  parties  may be  required  to make in  respect  of any  such
liabilities.

The  underwriters  have  advised us that they may make short sales of our common
stock in  connection  with this  offering.  Short sales  involve the sale by the
underwriters of a greater number of shares than they are required to purchase in
the offer. The underwriters must close out any such short position by purchasing
shares in the open market.  A short position is more likely to be created if the
underwriters  are concerned that there may be downward  pressure on the price of
the shares in the open market prior to the completion of the offering.

The  underwriters  have  advised us that,  pursuant  to  Regulation  M under the
Securities Act of 1933, as amended,  they may engage in transactions,  including
stabilizing  bids,  that may have the effect of stabilizing  or maintaining  the
market  price of our Class A Common  Stock at a level  above  that  which  might
otherwise  prevail in the open market.  A "stabilizing  bid" is a bid for or the
purchase of shares of common stock on behalf of the underwriters for the purpose
of fixing or  maintaining  the price of our Class A Common  Stock.  Purchases to
cover  short  positions  and  stabilizing  transactions  may have the  effect of
preventing  or slowing a decline in the market price of our common  stock.  As a
result,  the price of our common  stock may be higher  than the price that might
otherwise  exist in the open  market.  The  underwriters  have  advised  us that
stabilizing bids and open market purchases may be effected on the American Stock
Exchange or otherwise, and, if commenced, may be discontinued at any time.

In connection with this offering,  the underwriters may engage in passive market
making  transactions  in our common  stock on the  American  Stock  Exchange  in
accordance  with Rule 103 of Regulation M under the Exchange Act during a period
before the commencement of offers or sales of common stock and extending through
the completion of distribution. A passive market maker must display its bid at a
price not in excess of the highest independent bid of that security. However, if
all independent  bids are lowered below the passive market maker's bid, that bid
must then be lowered when specified purchase limits are exceeded.

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

                                        S-7





                                   PROSPECTUS

                                   $75,000,000

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                              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 January 12, 2006, the last reported
sale price of our Class A common stock on the American Stock Exchange was $12.69
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.








                                January 13, 2006



                              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     our current report on Form 8-K, dated December 15, 2005, filed with
        the SEC on December 21, 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.


                                -4-



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
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 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 450 digital projection systems from Christie.
As of December  31,  2005,  150  systems  had been  installed  in  theaters.  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 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  integrated  with,  AccessDM's  digital  content

                                       -5-



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  had 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 (as defined below) 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 450 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 350 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.

                                       -7-



RECENT DEVELOPMENTS

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  expired on  December  31,  2005 and KMC Telecom has
vacated the six data center sites that they were  licensing  under the contract.
Total monthly revenue from KMC was  approximately  $150,000.  Our leases for the
data center sites vacated by KMC Telecom have or will  terminate by May 2006. We
have or expect to vacate  these data center  sites  reducing  the number of data
center  sites from 9 to 3 and  reducing  our  expenses by the cost of those data
center  sites.  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, during the
term,  will be senior to all  indebtedness  other  than any debt,  unsecured  or
secured by the assets of AccessIT SW and its subsidiaries, provided by a bank or
institutional lender in an aggregate principal amount less than $1.0 million. 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 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 seven 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,

                                      -12-



and we might not be able to collect on a timely  basis all monies  owed to us by
some of them.  Although  we intend to remove  customers  that do not pay us in a
timely manner,  we may experience  difficulties  and costs in collecting from or
removing these customers.

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 Telecom  expired on December 31, 2005 and
KMC Telecom has vacated the six data center sites that they were licensing under
the contract.  Total monthly revenue from KMC was  approximately  $150,000.  Our
leases for the data center sites  vacated by KMC Telecom have or will  terminate
by May 2006.  We have or expect to vacate these data center  sites  reducing the
number of data center  sites from 9 to 3.  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.  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 63% 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:

                                      -13-



o     reducing capital expenditures;

o     reducing research and development efforts;

o     selling assets;

o     restructuring or refinancing our remaining indebtedness; and

o     seeking additional funding.

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

WE 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  January  12,  2006,  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 holds all 925,811 shares of Class B common stock, and 11,127 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. Mr. Mayo has also been granted
options to purchase  400,000  shares of our Class A common  stock,  of which the
issuance  of options to  purchase  154,247  shares is subject to approval by our
shareholders  of an  increase  in the number of shares  authorized  to be issued
under our stock  option  plan.  The options  begin to vest in June 2006 and will
increase  the  ownership  percentage  of Mr.  Mayo and his spouse and could,  if
exercised,  increase  the  voting  power  of Mr.  Mayo  and  his  spouse.  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.

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

                                     -14-



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.

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

                                      -15-



discouraged  from  attempting  to effect  an  acquisition  transaction  with the
company,  thereby depriving holders of the company's securities of opportunities
to sell or otherwise dispose of the securities at prices above prevailing market
prices.

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

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

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


                                 USE OF PROCEEDS


We 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 January 12, 2006 we had  40,000,000  shares  designated  as Class A common
stock and 15,000,000  designated as Class B common stock, had 14,610,128  shares
of  Class A common  stock  outstanding  and  owned by 133  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.  Options to  purchase
1,100,000  shares of Class A common stock are  outstanding  and we will issue to
one of our executive  officers options to purchase an additional  154,247 shares
of Class A common stock upon approval by our  shareholders of an increase in the
number of shares authorized to be issued under our stock option plan.

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.

                                  -16-



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.

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,
to share  ratably  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 January 12, 2006, 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.


                                       -17-



                             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 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.


                                      -18-



                              PLAN OF DISTRIBUTION


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

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

                                      -19-



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.


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

                                      -20-



expressly prohibited by the Delaware General Corporation Law as in effect at the
time of the alleged breach of duty by such director.

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


                                       -21-



                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

                                                              PAGE
About this prospectus supplement............................. S-1
Incorporation of certain documents by reference.............. S-1
Forward looking statements................................... S-2
Prospectus supplement summary................................ S-4
Use of proceeds.............................................. S-5
Description of capital stock................................. S-5
Underwriting................................................. S-6


                                   PROSPECTUS

                                                               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......................................  18
Plan of distribution.........................................  19
Legal matters................................................  20
Experts......................................................  20
Indemnification against liability under the Securities Act...  20


                                5,126,086 Shares
                              Class A Common Stock

                              PROSPECTUS SUPPLEMENT

                                 March 13, 2006