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<ITEMS>2.01
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<CONFORMED-NAME>ACCESS INTEGRATED TECHNOLOGIES INC
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<STREET1>55 MADISON AVE
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_1008189.txt
<DESCRIPTION>FORM 8-K
<TEXT>

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

                                    FORM 8-K


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


                                FEBRUARY 11, 2005
                        (Date of earliest event reported)

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


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


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


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

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


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

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

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

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

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



<PAGE>

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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

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

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

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

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

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

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

                                       2
<PAGE>
(A)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED


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

(B)      PRO FORMA FINANCIAL INFORMATION

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

(C)       EXHIBITS

          The following exhibits are furnished as part of this report:

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

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

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



                                       3
<PAGE>




                                    SIGNATURE


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


                              ACCESS INTEGRATED TECHNOLOGIES, INC.



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


                                 Dated:  April 29, 2005



                                       4
<PAGE>

                                  EXHIBIT INDEX


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

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

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



                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>access_ex10-1.txt
<DESCRIPTION>EXH. 10.1 FOURTH AMEND. TO LEASE AGMT.
<TEXT>
                                                                    Exhibit 10.1

                               FOURTH AMENDMENT TO
                                LEASE AGREEMENT


                           OLP BROOKLYN PAVILION LLC

                                 - LANDLORD -


                             ADM CINEMA CORPORATION
                                   - TENANT -


                            AS OF FEBRUARY 11, 2005




                                                PAVILION THEATRE
                                                188 PROSPECT PARK WEST
                                                BROOKLYN, NEW YORK


<PAGE>


                      FOURTH AMENDMENT TO LEASE AGREEMENT


      This FOURTH  AMENDMENT TO LEASE AGREEMENT  (this  "AMENDMENT") is made and
entered  into as of the 11th day of  February,  2005 by and between OLP Brooklyn
Pavilion LLC, a Delaware  limited  liability  company  having an office at Suite
303, 60 Cutter Mill Road, Great Neck, New York 11021 ("LANDLORD") and ADM Cinema
Corporation,  a Delaware  corporation  having an  address at 55 Madison  Avenue,
Suite 300, Morristown, New Jersey 07960 ("TENANT").

                             W I T N E S S E T H :
                             - - - - - - - - - -

      WHEREAS,   Landlord,   as  landlord,   and  Pritchard  Square  Cinema  LLC
("PRITCHARD"),  as tenant,  previously entered into that certain Lease Agreement
dated August 9, 2002 (the "ORIGINAL  LEASE") affecting certain property known as
The Pavilion Theatre and located at 188 Prospect Park West, Brooklyn, New York;

      WHEREAS, Landlord and Pritchard previously entered into that certain First
Amendment  to  Contract of Sale and Lease  Agreement  dated as of August 9, 2002
(the "FIRST AMENDMENT");

      WHEREAS,  Landlord  and  Pritchard  previously  entered  into that certain
Second  Amendment to Contract of Sale and Lease  Agreement  dated as of April 2,
2003 (the "SECOND AMENDMENT")

      WHEREAS, Landlord and Pritchard previously entered into that certain Third
Amendment to Contract of Sale and Lease  Agreement  dated as of November 1, 2003
(the "THIRD  Amendment");  the Original Lease as amended by the First Amendment,
the Second Amendment and the Third Amendment is hereafter  collectively referred
to as the "LEASE");

      WHEREAS,  Landlord and Pritchard  (among others)  previously  entered into
that certain  Stipulation of Settlement  (Index No. L&T (L&T)  083402/04)  dated
September  2,  2004  and  affecting,   among  other  things,  the  Lease,  which
Stipulation is being  terminated in connection with the execution,  delivery and
effectiveness of this Amendment;

      WHEREAS,  immediately prior to this Amendment,  Pritchard  assigned all of
its right,  title and interest in and to the Lease to Tenant and Tenant  assumed
all of such right, title and interest, pursuant to the Assignment and Assumption
of Lease attached hereto and made a part hereof as EXHIBIT A; and

      WHEREAS, Landlord and Tenant now wish to further amend the Lease as herein
set forth.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the sufficiency of which being hereby acknowledged, the parties hereto do hereby
agree as follows:

      1.  CAPITALIZED  TERMS.  Capitalized  terms used herein and not  otherwise
defined herein shall have the respective meanings ascribed thereto in the Lease.

      2. MINIMUM  ANNUAL RENT.  Effective  February 11, 2005, the Minimum Annual
Rent due pursuant to the Lease shall be modified to be as follows:

      BALANCE OF THE INITIAL LEASE TERM:

                      MINIMUM ANNUAL RENT      MONTHLY RENT

      2/_/05 -           $1,128,000.00          $94,000.00
      1/31/13
      2/1/13 -           $1,152,000.00          $96,000.00
      7/31/22

      OPTION PERIODS:

      FIRST OPTION    MINIMUM ANNUAL RENT      MONTHLY RENT

      8/1/22 -           $1,267,200.00         $105,600.00
      7/31/32

      SECOND OPTION   MINIMUM ANNUAL RENT      MONTHLY RENT

      8/1/32 -           $1,393,920.00         $116,160.00
      7/31/42



                                       1
<PAGE>

      3. PERCENTAGE RENT.  Effective  February 11, 2005, a new Section 4.4 shall
be added to the Lease as follows:

            "4.4  PERCENTAGE RENT.

            A. In addition to the Minimum  Annual Rent and all other charges due
      and to become due from Tenant pursuant to the terms of this Lease,  Tenant
      shall also pay to Landlord  percentage  rent equal to ten percent (10%) of
      Gross Receipts (as hereinafter defined) in excess of Eight Million Dollars
      ("PERCENTAGE  RENT") for each calendar year (or fraction  thereof)  during
      the Lease Term,  as same may be extended.  Each  calendar year or fraction
      thereof shall be considered as an  independent  accounting  period for the
      purpose of computing  the amount of  Percentage  Rent due or to become due
      pursuant to the terms hereof. Percentage Rent shall be payable annually as
      hereinafter set forth at such place as Landlord may designate, without any
      prior demand therefor and without any set off or deduction whatsoever.

            B.  Percentage  Rent with respect to each calendar year (or fraction
      thereof)  shall be paid on or before the first day of the next  succeeding
      March (E.G.,  Percentage Rent due for calendar year 2005, if any, shall be
      due and payable by Tenant on March 1, 2006)  except that  Percentage  Rent
      for the final  calendar  year (or fraction  thereof) of the Lease Term, if
      any, shall be due and payable within thirty days after the  termination of
      this Lease. Percentage Rent for partial calendar years shall be calculated
      and payable on a pro-rated basis (by way of example, Percentage Rent for a
      partial  calendar  year  consisting of only six months would be calculated
      based on a  breakpoint  of Four  Million  Dollars).  On or before the date
      fixed for payment of Percentage Rent as provided above, and whether or not
      Percentage Rent is payable with respect to the applicable  period,  Tenant
      shall  deliver to Landlord a written  statement  signed and  certified  to
      Landlord  as true and  correct  by a duly  authorized  officer  of Tenant,
      showing  accurately and in detail the amount of Gross Receipts  during the
      preceding calendar year (or fraction  thereof).  Each such statement shall
      be in such  form and style and  contain  such  details  and  breakdown  as
      Landlord shall reasonably require.

            C. As used herein,  "Gross  Receipts" shall mean the aggregate total
      of all box office receipts (I.E., the actual sale price of all tickets and
      other  admissions to the theater at the Demised  Premises  whether tickets
      are  purchased  on-site at the Demised  Premises  or  off-site  from other
      sources).

            D. Tenant shall prepare and keep  available on the Demised  Premises
      adequate books,  records, and accounts in form and substance sufficient to
      substantiate  the  amount  of Gross  Receipts  for each  year or  fraction
      thereof.  At any  reasonable  time and upon three (3) days  prior  written
      notice,  Landlord  may  cause a  complete  audit  to be  made of  Tenant's
      business  affairs and records  relating  to the Demised  Premises  for the
      period  covered by any  statement  issued by Tenant.  Such audit  shall be
      performed by Landlord or by an  accountant of  Landlord's  choice.  Tenant
      shall promptly remit any deficiency in Percentage Rent established by such
      audit.  If said audit shall disclose that actual Gross  Receipts  exceeded
      the Gross  Receipts  reported by Tenant by two percent (2%) or more,  then
      Tenant  shall also  promptly pay the cost of the audit  together  with the
      deficiency in Percentage Rent.

            E. The terms of this  Section 4.4 shall  survive the  expiration  or
      earlier termination of this Lease."

      4.  SECURITY  DEPOSIT;  ISSUANCE  OF AIX  STOCK  TO  LANDLORD.  A.  Tenant
acknowledges  that Landlord has applied all of the Security  Deposit  previously
held  by  Landlord  pursuant  to the  Lease  to  certain  open  and  outstanding
delinquent charges due pursuant to the Lease from Pritchard, the original tenant
under the  Lease,  and that  accordingly  no  security  deposit is being held by
Landlord, and Tenant waives and relinquishes any right it has or may have had to


                                       2
<PAGE>

such Security  Deposit.  In consideration of Landlord's  agreement to consent to
the assignment of the interest of the "tenant" under the Lease from Pritchard to
Tenant and in consideration of Landlord's agreement to waive the requirement for
a security deposit under the Lease,  immediately prior to this Amendment (and as
a  condition  to the  effectiveness  hereof),  Tenant at  Tenant's  expense  has
delivered to Landlord a stock certificate(s)  evidencing Landlord's ownership of
Forty Thousand (40,000) fully paid and  non-assessable  shares of Class A Common
Stock,  par value  $0.001 per share,  of Access  Integrated  Technologies,  Inc.
(AMEX:  AIX) (the "AIX  Stock"),  which shall be  restricted  as provided  under
Paragraph  4(c) hereof and which shall be the sole property of Landlord (and are
specifically  not in the nature of security for Tenant's  performance  under the
Lease).

      B.  REPRESENTATION AND WARRANTIES OF LANDLORD.  In connection with the AIX
Stock, Landlord represents and warrants to Tenant as follows:

            (i) INVESTMENT INTENT.  Landlord acknowledges that the AIX Stock has
not  been  registered  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act") or any state securities laws and are being issued hereunder in
reliance upon applicable  exemptions from such registration for transactions not
involving  a public  offering.  The AIX Stock will be  acquired  for  investment
purposes by Landlord  and not with a view to the resale or  distribution  of any
part thereof.  Landlord has no present intention to sell or otherwise dispose of
the AIX Stock, except in compliance with the provisions of the Securities Act.

            (ii)  INFORMATION.  Landlord,  either  alone  or  together  with its
representatives,  (i) has  such  knowledge,  sophistication  and  experience  in
business and financial  matters so as to be capable of evaluating the merits and
risks  involved in  acquiring  the AIX Stock,  (ii) is able to bear the economic
risks involved in acquiring the AIX Stock,  and (iii) has had the opportunity to
ask  questions  of, and  receive  answers  from,  Tenant and  persons  acting on
Tenant's  behalf  concerning  the terms and  conditions  of the AIX Stock and to
obtain any additional information in connection therewith.

            (iii)  LANDLORD'S  STATUS.  At the time Landlord was offered the AIX
Stock, it was, and at the date hereof it is, and on the date it acquires the AIX
Stock  it will be  either:  (i) an  "accredited  investor"  as  defined  in Rule
501(a)(1),  (a)(2),  (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a
"qualified  institutional buyer" as defined in Rule 144A(a) under the Securities
Act. Landlord is not required to be registered as a broker-dealer  under Section
15 of the Exchange Act.

            (iv) GENERAL  SOLICITATION.  Landlord is not acquiring the AIX Stock
as a  result  of any  advertisement,  article,  notice  or  other  communication
regarding the AIX Stock published in any newspaper, magazine or similar media or
broadcast  over  television  or radio or  presented  at any seminar or any other
general solicitation or general advertisement.

      C. RESTRICTIONS ON TRANSFER.

            (i) Landlord  agrees that it will not transfer or otherwise  dispose
of (each,  a  "Disposition"  or "Dispose") any of the shares of AIX Stock except
upon the terms and  conditions  specified  herein  and  Landlord  will cause any
subsequent  holder of  Landlord's  shares of AIX Stock to agree to take and hold
the shares of AIX Stock subject to the terms and conditions of this Paragraph 4,
if such  shares of AIX Stock  are  required  to  include  a legend  pursuant  to
Paragraph 4(C)(ii) hereof.

            (ii) Each certificate representing the shares of AIX Stock issued to
Landlord or to any subsequent holder of Landlord's shares shall include a legend
in the following form; PROVIDED, HOWEVER, that such legend shall not be required
(and shall be removed) if a Disposition is being made in connection  with a sale
of shares of AIX Stock  registered  under the  Securities  Act, or in connection
with a sale in compliance  with Rule 144 under the Securities  Act, as such Rule
may be amended from time to time, or pursuant to any other exemption that may be
available to Landlord:



                                       3
<PAGE>

      THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS
      OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON  EXEMPTIONS  THEREFROM.
      THESE  SECURITIES  MAY NOT BE  PLEDGED,  HYPOTHECATED,  SOLD OR  OTHERWISE
      TRANSFERRED  IN THE ABSENCE OF  EFFECTIVE  REGISTRATION  UNDER THE ACT AND
      APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL  SATISFACTORY TO
      THE COMPANY THAT REGISTRATION IS NOT REQUIRED THEREUNDER.

      5. USE.  Effective as of the date hereof,  Article 6 of the Lease  ("Use")
shall be supplemented to provide that, subject to Tenant's compliance with Legal
Requirements and Restrictions, and subject to Tenant's compliance with the other
terms  and  provisions  of the  Lease,  Tenant's  permitted  use of the  Demised
Premises shall also include the incidental (I.E.,  incidental to the primary use
as a "first run" movie theatre) operation of a restaurant and bar.

      6. LIFE INSURANCE POLICY. Effective as of the date hereof, Section 8.10 of
the Lease ("Life Insurance Policy") shall be deleted from the Lease and shall be
of no further  force or effect.  Tenant shall have no right or claim to amounts,
if any, on deposit with Landlord for escrows for payment of renewal  premiums on
the Life Insurance Policy.

       7. TENANT EQUIPMENT. A. Notwithstanding anything in the Lease (including,
without limitation, Article 9 thereof) to the contrary, Landlord agrees that any
digital  projectors,  servers and/or other items of trade equipment and personal
property  that Tenant may install or place upon the  Demised  Premises  from and
after the date hereof  shall be and remain the  property of Tenant and shall not
be the property of the Landlord.  Any such installation  shall be done by Tenant
at Tenant's sole cost and expense and shall be in compliance with and subject in
all respects to, the terms and conditions of the Lease,  specifically including,
without  limitation,  Article 9 thereof.  Tenant  hereby  indemnifies  and holds
Landlord  and  Landlord's   Affiliates   harmless  from  any  liability,   cost,
obligation, expense or claim of lien in any manner relating to the installation,
placement,  removal or financing  of any such trade  equipment  and/or  personal
property.

      B. Notwithstanding anything in the Lease to the contrary,  Landlord hereby
agrees to  relinquish,  release and waive any claim it has or may have had under
the Lease to any  trade  equipment,  furniture,  concession  stands,  projection
equipment, sound equipment,  personal property and/or trade fixtures now located
at the Demised  Premises and previously used by Pritchard in the ordinary course
of  Pritchard's  business  operations  within  the  Demised  Premises  since the
commencement  of the Lease on August 9, 2002,  specifically  including,  but not
limited  to,  the items  listed on  SCHEDULE  A annexed  hereto  and made a part
hereof.

      8. ASSIGNMENT.  Effective as of the date hereof,  (x) a new sentence shall
be added after the first sentence of Section 11.1 of the Lease ("Restrictions"),
as follows:  "Notwithstanding  the  foregoing  prohibition,  Landlord  shall not
unreasonably  withhold,  condition or delay its consent to a proposed assignment
of the Lease by Tenant" and (y) the last  sentence of such Section 11.1 shall be
deleted from the Lease and shall be of no further force or effect.

      9. WORK; COMPLETION DATES.

      A. By no later than (x) August 31,  2005 with  respect to the Fire  System
and (y) November 30, 2005 with  respect to all other items (as  applicable,  the
"OUTSIDE DATE"),  Tenant, at Tenant's sole cost and expense,  shall (i) complete
construction of the Additional Theater (including, without limitation, obtaining
an amended  final and  permanent  certificate  of occupancy  for the  Additional
Theater),  (ii) complete the  installation  of the Doorways with a contractor(s)
reasonably  acceptable to Landlord,  (iii) complete the installation of the Fire
System with a  contractor(s)  reasonably  acceptable to Landlord and (iv) obtain
the final  permanent and  unconditional  certificate of occupancy for the entire
Demised  Premises  and pay in full and  satisfy of record any and all  attendant
violations of record against the Demised  Premises (with Tenant being obligated,
at Tenant's  cost,  to maintain the temporary  certificate  of occupancy in full
force and  effect and to extend  same as  required  until  receipt of the final,
permanent and  unconditional  certificate  of occupancy  for the entire  Demised
Premises). All of the foregoing shall be performed in compliance with all of the
terms,  provisions and requirements set forth in the Lease as amended hereby and
in  compliance  with all  applicable  laws,  statutes,  rules,  regulations  and


                                       4
<PAGE>

permits.  As used  herein,  "complete"  or  "completion"  shall  mean  that  the
Additional  Theater,  Doorways  and Fire System have been fully  constructed  or
installed,  as the case may be, in  accordance  with  plans  and  specifications
therefor  that have been  previously  approved  in  writing by  Landlord  (which
approval  shall  not be  unreasonably  withheld),  have been paid for in full by
Tenant (with Landlord having  received  original lien waivers in recordable form
acknowledging  receipt  of  such  payment  from  the  applicable  contractor  or
subcontractor) and with all permits, approvals,  certificates and/or inspections
as may be required under applicable law, rule or regulation having been received
and delivered to Landlord. Upon completion of the Fire System, Tenant shall also
obtain and provide to Landlord true copies of all applicable  documentation  and
permits  evidencing  compliance with, and approval from,  among others,  all NYC
agencies  and  authorities  including,  but not  limited  to,  the NYC  Board of
Underwriters  and the Department of Buildings.  Further,  during the Term of the
Lease (as same may be  extended),  Tenant,  at Tenant's  sole cost and  expense,
shall cause the Fire System to be properly maintained and serviced.

      B. Notwithstanding anything to the contrary herein, Tenant shall cause the
Fire System  and/or  Doorways to be  installed  as soon as possible in the event
that  any  governmental  authority  shall  request  same in  writing  or issue a
violation against the Demised Premises for the lack thereof or in the event that
any insurance  company,  Board of Fire  Underwriters or similar  authority shall
require same on order for its  insurance to remain in full force and effect.  It
shall  constitute an event of default under the Lease (not requiring  additional
notice  or grace  period)  if any of the  foregoing  items is not  completed  or
installed by the Outside Date (or such earlier date as may be required  pursuant
to the terms of this  Paragraph  9). All dates  herein  provided are time of the
essence as provided in the Lease and are not subject to "Force Majeure".

      C. Landlord is currently holding the total sum of $429,815.00 representing
the unexpended portion of the Landlord Improvement Allowance and the Improvement
Holdback.  Provided  there shall be no default beyond  applicable  notice and/or
grace period under the Lease and provided  that any and all  violations  against
the Premises have been paid in full and discharged of record, such remaining sum
shall  be   disbursed  by  Landlord  to  Tenant  upon  the   completion   and/or
installation,  as applicable,  of all of the items set forth in Paragraph 9A (i)
through (iv) above in accordance  with the terms and  provisions of the Lease as
amended hereby.  If Tenant fails to complete any of such items by the applicable
Outside Date (or by such  earlier date as may be required  pursuant to the terms
of this  Paragraph 9), then same shall  constitute an event of default under the
Lease not requiring  additional notice or grace period,  and, in addition to all
rights and  remedies  available  to Landlord as a result of an event of default,
Landlord shall also be permitted to retain the remaining portion of the Landlord
Construction Allowance and the Improvement Holdback (but same shall not mitigate
or otherwise affect Tenant's obligations to complete all of the required work).

      10.  AS IS.  Supplementing  Sections  2.2  and  4.2 of the  Lease,  Tenant
acknowledges and agrees that Landlord would not have consented to the assignment
of the Lease to  Tenant  and that  Landlord  would  not have  entered  into this
Amendment  without the  provisions of this  Paragraph  10. It is understood  and
acknowledged  by Tenant that the Lease is a triple net,  bondable lease and that
the Demised Premises are leased on an "as is", where is" basis in their existing
condition and with all faults and defects whether latent or patent, all of which
are the  obligation of the Tenant under the Lease.  Neither  Landlord nor any of
Landlord's representatives, employees, members, officers, directors, partners or
other agents has made or will make any  representations or warranties whether as
to the physical  condition of the Demised  Premises,  the state of repair of the
Demised Premises,  their compliance with applicable law or otherwise, and Tenant
acknowledges  same and  acknowledges and agrees that Tenant has not and will not
rely on any  representations,  warranties or other  statements,  whether oral or
written, in its decision to accept an assignment of the Lease.

      11. NOTICES.  Effective the date hereof, the address for notices to Tenant
under the Lease is as follows:

            ADM Cinema Corporation
            55 Madison Avenue, Suite 300
            Morristown, New Jersey 07960
            Attention:  Gary S. Loffredo



                                       5
<PAGE>

      12.  RATIFICATION.  Except as expressly  modified by this  Amendment,  the
Lease  remains in full force and effect and is hereby  ratified and confirmed by
the parties.




                     [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       6
<PAGE>


      IN WITNESS WHEREOF,  the undersigned have duly executed and delivered this
Amendment as of the date first hereinabove written.

LANDLORD:

OLP BROOKLYN PAVILION LLC, a Delaware limited liability company
By:   OLP-MTC Holdings, LLC, its Sole Member
      By:   OLP Movies LLC, its Manager
            One Liberty Properties, Inc, its Sole Member

            By:     /s/ Richard M. Figueroa
                --------------------------------
                  Richard M. Figueroa
                  Vice President


TENANT:

ADM CINEMA CORPORATION, a Delaware corporation


By:     /s/ A. Dale Mayo
   --------------------------
      Name: A. Dale Mayo
      Title: CEO



                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>access_ex99-1.txt
<DESCRIPTION>EX 99.1 REPORT OF IND. REG. PUBLIC ACCTG FIRM
<TEXT>
                                                                    Exhibit 99.1

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Members
Pritchard Square Cinema, LLC

         We have audited the  accompanying  balance  sheets of Pritchard  Square
Cinema,  LLC as of December  31, 2004 and 2003,  and the related  statements  of
operations  and  members'  deficiency  and cash flows for the years then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.


         We conducted our audits in accordance  with the standards of the Public
Company Accounting  Oversight Board (United States of America).  Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.


         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of Pritchard Square
Cinema,  LLC as of December 31, 2004 and 2003, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

         On February 11, 2005, the Company sold  substantially all of its assets
to another entity at which time all operations ceased and were taken over by the
acquiring company (SEE NOTE 1).


/s/ Amper, Politziner & Mattia, P.C.
------------------------------------



April 21, 2005
Edison, New Jersey





                                  F-1
<PAGE>

                          PRITCHARD SQUARE CINEMA, LLC
                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>

                                     ASSETS

                                                                                              2004                    2003
                                                                                              ----                    ----
CURRENT ASSETS

<S>                                                                                    <C>                     <C>
   Cash                                                                                $         --            $        --
   Inventories                                                                               12,775                 14,197
                                                                                       ------------            -----------

Total Current Assets                                                                         12,775                 14,197
                                                                                       ------------            -----------

THEATRE PROPERTY AND EQUIPMENT

   Building and improvements under capital lease obligation                               6,060,000              6,060,000

   Theatre equipment under capital lease obligation                                         450,000                450,000
                                                                                       ------------            -----------
   Total Theatre Property and Equipment                                                   6,510,000              6,510,000
                                                                                       ------------            -----------

   Accumulated depreciation                                                                (945,000)              (567,000)
                                                                                       ------------            -----------

   Theatre Property and Equipment, net of
   accumulated depreciation                                                               5,565,000              5,943,000
                                                                                       ------------            -----------

   Security deposits                                                                        209,948                209,948
                                                                                       ------------            ------------

       Total Assets                                                                    $  5,787,723            $ 6,167,145
                                                                                       ============            ===========
</TABLE>



                       LIABILITIES AND MEMBERS' DEFICIENCY

<TABLE>
<CAPTION>

CURRENT LIABILITIES
<S>                                                                                  <C>                      <C>
   Bank overdraft                                                                    $     27,546             $   105,153
   Current maturities of capital lease obligations                                      1,871,571               1,421,625
   Accounts payable                                                                        65,907                  63,302
   Accrued expenses                                                                       996,661               1,126,887
   Due to member                                                                          550,917                 558,358
   Payable to related party                                                               624,000                 416,000
                                                                                       -----------             ----------
 Total Current Liabilities                                                              4,136,602               3,691,325

   Capital lease obligations, net of current maturities                                 5,575,541               5,502,417
                                                                                     ------------               ---------
 Total Liabilities                                                                      9,712,143               9,193,742

MEMBERS' DEFICIENCY:
    Members' Deficiency                                                                (3,924,420)             (3,026,597)
                                                                                      -----------             -----------
     Total Liabilities and Members' Deficiency                                        $ 5,787,723             $ 6,167,145
                                                                                     ============             ===========
</TABLE>

                 See accompanying notes to financial statements


                                       F-2
<PAGE>



                          PRITCHARD SQUARE CINEMA, LLC
                STATEMENTS OF OPERATIONS AND MEMBERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<TABLE>
<CAPTION>


                                                                                             2004                    2003
                                                                                             ----                    ----
<S>                                                                                   <C>                      <C>
REVENUES:
    Admissions                                                                        $     3,603,245          $   3,784,411
    Concessions and other                                                                     823,643                920,077
                                                                                      ---------------          -------------
Total revenues                                                                              4,426,888              4,704,488

COST AND EXPENSES:

    Film exhibition costs                                                                   2,059,723              2,143,330
    Concession costs                                                                          182,638                214,641
    Other theatre operating costs                                                           1,445,685              1,513,685
    Depreciation                                                                              378,000                378,000
    Interest expense                                                                        1,258,665              1,239,170
                                                                                      ---------------          -------------
Total operating costs and expenses                                                          5,324,711              5,488,826
                                                                                      ---------------          -------------

    NET LOSS                                                                                 (897,823)              (784,338)

    Members' deficiency - beginning of the year                                            (3,026,597)            (2,242,259)
                                                                                      ---------------          -------------



    MEMBERS' DEFICIENCY - END OF THE YEAR                                             $    (3,924,420)         $  (3,026,597)
                                                                                      ===============          =============

</TABLE>

    See accompanying notes to financial statements

                                       F-3
<PAGE>


                          PRITCHARD SQUARE CINEMA, LLC
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<TABLE>
<CAPTION>



                                                                                               2004                  2003
                                                                                               ----                  ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                  <C>                          <C>
   Net loss                                                                          $      (897,823)        $      (784,338)
   Adjustments to reconcile net loss to
    net cash from operating activities
     Depreciation                                                                            378,000                 378,000
     Interest on capital lease obligation                                                  1,258,665               1,239,170
   (Increase) decrease in
     Inventories                                                                               1,422                    (223)
   Increase (decrease) in
     Accounts payable                                                                          2,605                   9,713
     Accrued expenses                                                                       (130,226)               (833,536)
     Payable to related party                                                                208,000                 208,000
                                                                                     ----------------        ---------------
       Net cash provided by operating activities                                             820,643                 216,786
                                                                                     ----------------        ---------------
CASH FLOWS FROM INVESTING ACTIVITIES                                                             --                      --
                                                                                     ----------------        ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in
     Bank overdraft                                                                          (77,607)                 99,856
     Payments under capital lease obligations                                               (735,595)               (875,000)
     Due to Member                                                                            (7,441)                558,358
                                                                                     ----------------        ---------------
Net cash provided by (used for) financing activities                                         (820,643)              (216,786)

Net change in cash:

Cash - beginning                                                                                  --                      --
                                                                                     ----------------        ---------------

Cash - ending                                                                        $            --         $            --
                                                                                     ================        ===============

Supplemental disclosure of cash paid
Interest                                                                             $           --          $            --
Taxes                                                                                $           --          $            --

</TABLE>

    See accompanying notes to financial statements


                                       F-4
<PAGE>

                          PRITCHARD SQUARE CINEMA, LLC
                         NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003



NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

               Pritchard Square Cinema, LLC ("Pritchard" or the "Company") a New
               York limited liability company was organized in New York in March
               1996.  Pritchard  owns the Pavilion  Movie  Theatre/Entertainment
               Complex (the  "Pavilion" or "Company")  located in Brooklyn,  New
               York.  The  Pavilion is an  eight-screen  movie  theatre  showing
               first-run  films. The Company uses a related party to select such
               films  (see  Note  3).  Substantially  all of the  assets  of the
               Pavilion  were  sold  in an  asset  purchase  transaction  during
               February  2005 to a third  party,  as is more fully  described in
               Note 6.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               USE OF ESTIMATES

               The  preparation  of  financial  statements  in  conformity  with
               accounting  principles generally accepted in the United States of
               America  requires  management to make  estimates and  assumptions
               that affect the reported  amounts of assets and  liabilities  and
               disclosure of contingent  assets and  liabilities  at the date of
               the financial statements and the reported amounts of revenues and
               expenses during the reporting period. Actual results could differ
               from those estimates.

               REVENUE RECOGNITION

               The  Pavilion's  revenues are accounted  for in  accordance  with
               Staff  Accounting  Bulletin  No.  104  "Revenue   Recognition  in
               Financial  Statements"  ("SAB No. 104"). The Pavilion's  revenues
               consist of the sale of movie theatre  admissions  and  concession
               food  and  beverages,  which  are  made,  either  in  cash or via
               customer  credit cards at the time of the  transaction.  Revenues
               are recognized at the time the  transaction  is complete,  as the
               earnings process has been culminated.

               FILM RENTAL COSTS

               Film rental costs are accrued based on the  applicable box office
               receipts  and  either  the   mutually   agreed  upon  firm  terms
               established  prior to the opening of the picture or  estimates of
               the final mutually  agreed upon  settlement,  which occurs at the
               conclusion  of the  picture  run,  subject to the film  licensing
               arrangement.  Estimates  are based on the  expected  success of a
               film over the length of its run in the theatres.

               ADVERTISING

               Advertising costs are expensed as incurred.  Such expense for the
               years ended December 31, 2004 and 2003 was  approximately  $5,000
               and $7,000, respectively.


                                       F-5
<PAGE>

                          PRITCHARD SQUARE CINEMA, LLC
                         NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
         ------------------------------------------


               CONCENTRATION  OF  CREDIT  RISK

               Financial  instruments,  which  potentially  subject  Pavilion to
               concentrations  of credit risk, to the extent they exceed federal
               depository  insurance limits consist of cash. The Pavilion places
               its cash with high credit quality financial  institutions.  As of
               December 31, 2004 and 2003 there were no uninsured cash balances.


               FAIR VALUE OF FINANCIAL INSTRUMENTS

               Cash,  accounts payable and accrued  liabilities are reflected in
               the financial  statements at carrying value,  which  approximates
               fair  value   because  of  the   short-term   maturity  of  these
               instruments.  The carrying  value of the Company's  capital lease
               obligation approximates fair value because the interest rate used
               represents borrowing rates available with similar terms.


               INCOME TAXES

               The  Company  is  a  limited  liability   company,   which  is  a
               pass-through  entity for federal and state  income tax  purposes.
               The  Company's  income or loss is  required to be reported by the
               Company's members on their applicable income tax returns.


               CAPITAL LEASE

               The Company leases the land, building,  building improvements and
               all theater equipment under a lease agreement with a third party.
               The lease has been accounted for as a capital lease in accordance
               with  Statement of  Financial  Accounting  Standards  No. 13, and
               accordingly,  the Company has  established  assets under  capital
               lease and a capital lease obligation on the accompanying  Balance
               Sheets. The Company records the monthly minimum lease commitments
               as a  reduction  to the  capital  lease  obligation,  and records
               interest expense based on the lease's implicit interest rate. The
               Company  records  depreciation  expense on the theater  equipment
               over an estimated  useful life of six years.  The Company records
               depreciation  expense on the building and  improvements  over the
               initial, noncancellable lease term of approximately 20 years.


NOTE 3 - RELATED PARTY INFORMATION
         -------------------------

               The Company  maintains an agency  agreement  with an affiliate to
               act as its  exclusive  booking agent for films to be shown at the
               theatre.  The  President  of the  affiliate  is also the managing
               member of the Company.  The  agreement  with this entity  expires
               during  January  2016  and  provides  for fees in the  amount  of
               $208,000 per annum. The agreement  contains a provision for early
               termination  penalty as  further  defined  in the  agreement.  In
               addition,  this  affiliate  provides  management  services to the
               Company.  Such amounts are included in the  accompanying  Balance
               Sheets in the caption Payable to related party.

               Due to  member  represents  short-term  advances  that are due on
               demand and are non-interest bearing.


                                       F-6
<PAGE>


                          PRITCHARD SQUARE CINEMA, LLC
                         NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003



NOTE 4 - ACCRUED EXPENSES
         ----------------

               Accrued  expenses  consisted of the  following as of December 31,
               2004 and 2003:

<TABLE>
                                                                                         DECEMBER 31,
                                                                                  2004                2003
                                                                             ------------         ------------
<S>                                                                          <C>                  <C>
               Accrued film rental payable                                   $    680,126         $   890,218
               Sales tax payable                                                  294,768             212,754
               Accrued payroll                                                     21,767              23,915
                                                                             ------------         -----------
                                                                             $    996,661         $ 1,126,887
                                                                             ============         ===========
</TABLE>

NOTE 5 - COMMITMENTS
         -----------

          CAPITAL LEASES

          Future minimum lease payments under the Company's  capital lease as of
          December 31, 2004, are as follows:
<TABLE>
<CAPTION>
          <S>                                                                        <C>
          2005                                                                        $  1,871,571
          2006                                                                           1,215,179
          2007                                                                           1,245,559
          2008                                                                           1,276,698
          2009                                                                           1,308,615
          Thereafter                                                                    19,245,232
                                                                                     -------------
          Minimum lease payments                                                        26,162,854

          Less: amount representing interest                                            18,715,742
                                                                                     -------------
          Subtotal                                                                       7,447,112

          Less: current maturities of obligations under capital lease                    1,871,571
                                                                                     -------------
                Obligations under capital lease, net of current maturities           $   5,575,541
                                                                                     =============
</TABLE>

          Included in current  maturities of obligations  under capital lease as
          of December 31, 2004 and 2003 is $686,030, and $265,000, respectively,
          of past due minimum rent payments owed by the Company to the landlord.


NOTE 6 - SALE OF BUSINESS ASSETS
         -----------------------

          On February  11,  2005,  substantially  all of the assets and business
          operations   (which   includes   assignment  of  the  Company's  lease
          obligation)  of Pritchard were acquired by ADM Cinema  Corporation,  a
          wholly  owned  subsidiary  of  Access  Integrated  Technologies,  Inc.
          ("Access  IT").  The total  consideration  for the  Pavilion  was $5.2
          million of which $3.3 million was a cash payment  (less  $500,000 held
          in escrow  pending the  completion  of  construction  of an additional
          movie theatre  screen) and $1.7 million  represents a 5-year,  8% note
          payable and $200,000 was the estimated transaction fees. In connection
          with  the   acquisition,   Access  IT  issued  40,000  shares  of  its
          unregistered Class A Common Stock to the landlord as consideration for
          assignment of the lease to ADM Cinema  Corporation and the waiver of a
          security deposit.


                                       F-7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>access_ex99-2.txt
<DESCRIPTION>EX. 99.2 PRO FORMA UNAUDTD COND. COMB. FIN. STMT
<TEXT>
                                                                    Exhibit 99.2

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
           PRO FORMA UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS

The following  selected  unaudited  financial data should be read in conjunction
with the  historical  consolidated  financial  statements  of Access  Integrated
Technologies,  Inc.  ("AccessIT") and Pritchard Square Cinema LLC ("Pritchard"),
including  the  notes  thereto.  The  unaudited  pro  forma  condensed  combined
information is presented for  illustrative  purposes only and is not necessarily
indicative of the results of  operations  or financial  position that would have
occurred if the transactions had been actually completed at the dates indicated,
nor is it  necessarily  indicative of future  results of operations or financial
position of the combined  companies.  The unaudited pro forma condensed combined
balance  sheet has been  prepared  to reflect  the  acquisition  of  Pritchard's
Pavilion  Movie  Theatre/Entertainment  Complex  (the  "Pavilion")  by  AccessIT
through ADM Cinema Corporation,  our wholly owned subsidiary ("ADM Cinema"),  as
if the  acquisition  had  occurred as of  December  31,  2004 by  combining  the
separate balance sheets of AccessIT and Pritchard as of that date. The unaudited
pro forma  condensed  combined  statement of operations for the year ended March
31, 2004 has been  prepared to reflect the  acquisition  of  Pritchard as if the
transaction  had  occurred  as of  April  1,  2003  by  combining  the  separate
historical  statements  of  operations  of  Pritchard  for the fiscal year ended
December 31, 2003 and  AccessIT  for the fiscal year ended March 31,  2004.  The
unaudited pro forma  condensed  combined  statement of  operations  for the nine
months ended  December 31, 2004 has been prepared to reflect the  acquisition of
Pritchard as if the  acquisition  had occurred as of the beginning of the period
presented by combining  the separate  historical  statements  of  operations  of
Pritchard for the year ended  December 31, 2004 and AccessIT for the nine months
ended December 31, 2004.

On December  23,  2004,  ADM Cinema  Corporation,  the  Company's  wholly  owned
subsidiary,  entered into an asset purchase agreement with Pritchard, a New York
limited  liability  company,  and Norman Adie, Pritchard's  managing member,  to
purchase substantially all of the assets and certain liabilities of the Pavilion
located in  Brooklyn,  New York.  On February  11, 2005 the  acquisition  of the
Pavilion was completed.  The total purchase price is approximately $5.2 million,
including estimated transaction fees. The purchase price included a cash payment
of $3.3 million (less  $500,000 held in escrow pending the completion of certain
construction) and a five-year 8% promissory note for $1.7 million.  The Pavilion
is an  eight-screen  movie theatre and will be a component of  AccessIT's  Media
Services  segment.  Continuing to operate as a fully functional  multiplex,  the
Pavilion will also become a showplace for AccessIT to demonstrate its integrated
digital  cinema  solutions  to the movie  entertainment  industry.  In addition,
AccessIT  issued  40,000  unregistered  Class A Shares  to the  landlord  of the
Pavilion in connection with the assignment of the lease.

Additionally, in February 2005, AccessIT issued $7.6 million of 7% notes payable
to several investors.  This issuance was done in order to fund the cash purchase
price of the  Pavilion,  for future debt service  requirements,  and for working
capital.  Accordingly, this  issuance is  reflected  in the pro forma  unaudited
condensed combined financial statements.

The  acquisition of the Pavilion will be accounted for using the purchase method
of  accounting  and,  accordingly,   the  assets,  liabilities  and  results  of
operations of the Pavilion will be included in AccessIT's consolidated financial
statements subsequent to the acquisition date. The unaudited pro forma condensed
combined  financial  statements  include  adjustments,   which  are  based  upon
preliminary  estimates and are subject to revision, to reflect the allocation of
the purchase price to the acquired assets of the Pavilion.


                                       P-1
<PAGE>

              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             AS OF DECEMBER 31, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                HISTORICAL                         PROFORMA
                                                                          ------------------------      --------------------------
                                                                                                        ACQUISITION
                                                                        AccessIT        PRITCHARD       ADJUSTMENT        COMBINED
                                                                        --------        ---------       -----------       --------

CURRENT ASSETS
<S>                                                                   <C>              <C>               <C>             <C>
  Cash and cash equivalents                                           $    1,515        $       -        $   3,313 (1)   $   4,828
  Accounts receivable                                                      1,251                -                -           1,251
  Inventories                                                                  -               13                -              13
  Prepaids and other current assets                                          439                -                -             439
  Unbilled revenue                                                           291                -                -             291
                                                                      ----------        ---------        ---------       ---------
Total current assets                                                       3,496               13            3,313           6,822
                                                                      ----------        ---------        ---------       ---------

  Property and equipment, net                                              8,276            5,565            3,535 (8)      17,376
  Intangible assets, net                                                   3,695                -               50 (9)       3,745
  Capitalized software costs, net                                          1,558                -                -           1,558
  Goodwill                                                                 5,478                -            2,373 (10)      7,851
  Deferred costs                                                             331                -              600 (4)         931
  Unbilled revenue, net of current portion                                    76                -                -              76
  Security deposits                                                          341              210             (210)(11)        341
                                                                      ----------        ---------        ---------       ---------
    Total assets                                                      $   23,251        $   5,788        $   9,661        $ 38,700
                                                                      ==========        =========        =========       =========

LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                     $921        $   2,266          (1,755)(6)   $   1,432
  Current portion of notes payable                                         1,009                -              170(2)        1,179
  Current portion of advances                                                  -                -                -               -
  Current portion due to contractor                                            -                -                -               -
  Current portion of customer security deposits                              118                -                -             118
  Current portion of capital leases                                          494            1,871             (731)(12)      1,634
  Current portion of deferred revenue                                        688                -                -             688
  Current portion of deferred rent expense                                    42                -                -              42
                                                                      ----------        ---------        ---------       ---------
    Total current liabilities                                              3,272            4,137           (2,316)          5,093
                                                                      ----------        ---------        ---------       ---------

  Notes payable, net of current portion                                    4,937                -            9,003 (3)      13,940
  Advances payable, net of current portion                                     -                -                -               -
  Customer security deposits, net of current portion                         156                -                -             156
  Deferred revenue, net of current portion                                   236                -                -             236
  Capital leases, net of current portion                                      21            5,575             (215) (12)     5,381
  Deferred rent expense                                                      951                -                -             951
  Deferred tax liability                                                   1,287                -                -           1,287
                                                                      ----------        ---------        ---------       ---------
  Total liabilities                                                       10,860            9,712            6,472          27,044
                                                                      ----------        ---------        ---------       ---------

COMMITMENTS AND CONTINGENCIES (See Note 6)

Redeemable Class A common stock, issued and outstanding, 53,534 shares      247                 -                -             247

Stockholders' Equity:
  Class A common stock, $0.001 par value per share;
        40,000,000 shares authorized; shares issued 9,353,328 and
        shares outstanding, 9,344,224                                        10                 -                0              10
  Class B common stock, $0.001 par value per share; 15,000,000 shares
        authorized; shares issued and outstanding, 1,005,811 shares           1                 -                -               1
  Treasury stock, at cost; 9,140 shares                                      (32)               -                -             (32)
  Additional paid-in capital                                              30,853                -              133 (5)      30,986
  Accumulated deficit                                                    (18,688)          (3,924)           3,056 (7)     (19,556)
                                                                      ----------        ---------        ---------       ---------
  Total stockholders' equity                                              12,144           (3,924)           3,189          11,408
                                                                      ----------        ---------        ---------       ---------

    Total liabilities, redeemable stock and stockholders' equity        $ 23,251        $   5,788        $   9,661       $ 38,700
                                                                      ==========        =========        =========       =========

(1) Represents:
    Cash proceeds from issuance of 7% convertible notes, net of fees       7,000
    Cash paid for acquisition of Pavilion, net of holdback funds          (2,789)
    Estimated Pavilion acquisition costs                                    (106)
    Principal and interest payments on 8% Pavilion note                     (261)
    Principal and interest payments on 7% notes                             (531)
                                                                      ----------
    Total                                                                  3,313

(2) Represents the current portion of the 8% note payable to Pritchard

(3) Represents the long-term portion of the 8% note payable to Pritchard
    ($1,403) and the 7% notes ($7,600)

(4) Represents estimated debt issuance costs on the 7% notes.

(5) Represents the estimated value of 40,000 shares of Class A Common Stock
    issued to the landlord.

(6) Represents  the  elimination of  Pritchard's  accounts  payable and accrued
    expenses totaling $2,266, as these liabilities were not assumed,  partially
    offset by $511 held back from the cash  purchase  price to seller,  pending
    the completion of construction of a 9th screen at the theater.

(7) Represents:
    Elimination of historical deficiency of Seller                        3,924
    Interest Expense on 8% Pavilion note                                   (134)
    Interest Expense on 7% notes                                           (532)
    Estimated depreciation - year 1                                        (202)
                                                                    ------------
                                                                          3,056

(8) Represents:
    Elimination of historical basis of capital lease asset               (5,565)
    Estimated new basis of asset under capital lease                      6,500
    Preliminary purchase price allocation - Property and Equipment        2,802
    Estimated depreciation - year 1                                        (202)
                                                                    ------------
                                                                          3,535

(9) Represents the estimated value of a liquor license held by the theater.

(10) Represents the estimated goodwill resulting from the acquisition of the
     theater.

(11) Represents security deposit which was not acquired from Seller

(12) Represents  adjustment to the current and long-term  portion of the capital
     lease obligation that is assumed to result from the acquisition.

</TABLE>

                                       P-2
<PAGE>

<TABLE>
<CAPTION>
                           ACCESS INTEGRATED TECHNOLOGIES, INC.
                   UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                          FOR THE PERIOD ENDED DECEMBER 31, 2004
                                      (In thousands)

                                              Historical (1)           Pro Forma
                                          ---------------------  -----------------------
                                                      Pritchard
                                                       Square
                                                       Cinema    Acquisition
                                           AccessIT      LLC      Adjustment    Combined
                                          ---------   ---------  ------------   --------
<S>                                       <C>         <C>         <C>           <C>
Revenues                                      7,135      4,427                    11,562

                                                                                       -

Cost of revenues                              4,014      3,688                     7,702
                                          ---------    -------    --------      --------
Gross profit                                  3,121        739          -          3,860

Operating Expenses
  Selling, General and Administrative         3,588        -                       3,588
  Provision for doubtful accounts               598        -                         598
  Research and Development                      288        -                         288
  Non-Cash Stock-Based Compensation               4        -                           4
  Depreciation and Amortization               2,457        378         202(2)      3,037
                                          ---------    -------    --------      --------

          Total Operating Expenses            6,935        378         202         7,515


Income (Loss) From Operations                (3,814)       361        (202)       (3,655)

Interest Income                                   -           -                         -
Interest Expense                               (279)          -        (134)(4)      (945)
                                                                       (532)(5)

Non-Cash Interest Expense                      (155)     (1,259)                   (1,414)
Other Income, Net                                17           -                        17
                                          ---------     -------    --------     ---------

Net Loss Before Income Taxes and
minority interest in subsidiary              (4,231)      (898)       (868)       (5,997)

Income Tax Benefit (Expense)                    233          -           -           233
                                          ---------    -------    --------     ---------

Net Loss before minority interest in
subsidiary                                   (3,998)      (898)       (868)       (5,764)

Minority Interest in subsidiary                  10          -           -            10
                                          ---------    -------    --------     ---------
Net Loss

                                             (3,988)      (898)       (868)       (5,754)
Accretion Related to Redeemable
Convertible Preferred Stock                       -          -           -             -

Accretion of Preferred Dividends                  -          -           -             -

Net Loss Available to Common Stockholders   $(3,988)     $(898)       (868)       (5,754)
                                          =========    =======    ========     =========

Net Loss Available to Common
Stockholders Per Common Share
  Basic and Diluted                          $(0.42)     $   -      $    -        $(0.61)
                                          =========    =======    ========     =========
Weighted Average Number of
Common Shares Outstanding
  Basic and Diluted                       9,432,380          -      40,000(3)  9,472,380
                                          =========    =======    ========     =========

</TABLE>

(1) Statement of Operations presented for AccessIT are for the nine months ended
    December 31, 2004, and Statement of Operations  for Pritchard  Square Cinema
    LLC is for the year ended December 31, 2004.

(2) Represents estimated depreciation of the acquired assets.

(3) Represents  40,000 shares of  restricted  Class A Common Stock issued to the
    landlord in connection with the assignment of the Pavilion's facility lease.

(4) Represents interest expense on the 8% $1.7 million note between AccessIT and
    Pritchard.

(5) Represents  interest  expense on the 7% $7.6 million of notes  payable which
    AccessIT issued to fund the Pavilion acquisition and for working capital.

                                       P-3
<PAGE>



<TABLE>
<CAPTION>


                                             ACCESS INTEGRATED TECHNOLOGIES, INC.
                                UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                              FOR THE PERIOD ENDED MARCH 31, 2004
                                                        (IN THOUSANDS)

                                                      HISTORICAL(1)                       PRO FORMA
                                                      -------------                       ---------
                                                                                ACQUISITION
                                               AccessIT       PRITCHARD         ADJUSTMENT        COMBINED
                                               --------       ---------         ----------        --------
<S>                                          <C>                <C>                <C>          <C>
Revenues                                     $    7,201         $4,705             $ -          $   11,906

Cost of revenues and expenses                     3,667          3,872               -               7,539
                                                 ------          -----           -------           -------
Gross profit                                      3,534            833               -               4,367

Operating Expenses
  Selling, General and Administrative             3,277             -                -               3,277
  Research and Development                           55             -                -                  55
  Non-Cash Stock-Based Compensation                  15             -                -                  15
  Depreciation and Amortization                   2,692            378               195(2)          3,265
                                                 ------          -----           -------           -------
         Total Operating Expenses                 6,039            378               195             6,612

Income (Loss) From Operations                    (2,505)           455              (195)           (2,245)

Interest Income                                       6             -                -                   6
Interest Expense                                   (542)            -               (134)(4)        (1,208)
                                                                                    (532)(5)
Loss on early extinguishment of debt               (126)            -                -                (126)
Non-Cash Interest Expense                        (1,823)        (1,239)              -              (3,062)
Other Expense, Net                                  (52)            -                -                 (52)
                                                 ------          -----           -------           -------

Net Loss Before Income Taxes and minority
  interest in subsidiary                         (5,042)          (784)             (861)           (6,687)
Income Tax Benefit (Expense)                        212             -                -                 212
                                                 ------          -----           -------           -------

Net Loss before minority interest in
  subsidiary                                     (4,830)          (784)             (861)           (6,475)
                                                 ------          -----           -------           -------

Minority Interest in subsidiary                      25             -                 -                 25
                                                 ------          -----           -------           -------
Net Loss                                         (4,805)          (784)             (861)           (6,450)

Accretion Related to Redeemable Convertible)
  Preferred Stock                                (1,588)            -                -              (1,588)
Accretion of Preferred Dividends                   (220)            -                -                (220)
                                                 ------          -----           -------           -------

Net Loss Available to Common Stockholders    $   (6,613)       $  (784)          $  (861)       $   (8,258)
                                             ==========        =======           =======        ==========
Net Loss Available to Common Stockholders
  Per Common Share Basic and Diluted         $    (1.37)       $    -            $    -         $    (1.70)
                                             ==========        =======           =======        ==========

Weighted Average Number of Common
  Shares Outstanding Basic and Diluted        4,826,776             -             40,000(3)      4,846,776
                                             ==========        =======           =======        ==========
</TABLE>

(1)  Statement of Operations presented for AccessIT are for the year ended March
     31, 2004,  and Statement of Operations  for Pritchard  Square Cinema LLC is
     for the year ended December 31, 2003.

(2)  Represents  depreciation & amortization on the preliminary  appraised value
     of the acquired assets.

(3)  Represents  40,000 shares of restricted  Class A Common Stock issued to the
     landlord in  connection  with the  assignment of the  Pavillion's  facility
     lease.

(4)  Represents  interest  expense on the 8% $1.7 million note between  AccessIT
     and Pritchard.

(5)  Represents  interest  expense on the 7% $7.6 million of notes payable which
     AccessIT issued to fund the Pavillion acquisition and for working capital.


                                       P-4
</TEXT>
</DOCUMENT>
</SUBMISSION>
