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<CONFORMED-NAME>ACCESS INTEGRATED TECHNOLOGIES INC
<CIK>0001173204
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<STREET1>55 MADISON AVE
<CITY>MORRISTOWN
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<FILENAME>form8k_1061231.txt
<DESCRIPTION>FORM 8K
<TEXT>


================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

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

                                NOVEMBER 14, 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, NEW JERSEY            07960
          (Address of principal executive offices)               (Zip Code)


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

         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 (SEE General Instruction A.2. below):

     |_|  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))


================================================================================

                                       1
<PAGE>


ITEM 2.02.        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On  November  14,  2005,  Access  Integrated  Technologies,  Inc.  (the
"Company")  issued a press  release  announcing  its  financial  results for the
fiscal quarter ended September 30, 2005.

         Such press release  contains EBITDA and adjusted EBITDA  information in
the discussion of the Company's  financial results.  EBITDA represents  earnings
before   interest,   taxes,    depreciation   and   amortization,    and   other
income/(expense),  net, and  non-recurring  items.  Adjusted  EBITDA  represents
earnings  before  interest,   taxes,   depreciation  and   amortization,   other
income/(expense),   net,   non-recurring   items,   and   non-cash   stock-based
compensation.

         EBITDA  and  adjusted   EBITDA  are  not   measurements   of  financial
performance under accounting  principles generally accepted in the United States
of America and may not be comparable to other similarly titled measures of other
companies.  The Company uses each of EBITDA and  adjusted  EBITDA as a financial
metric to measure the financial  performance of the business because  management
believes it provides  additional  information with respect to the performance of
its  fundamental  business  activities.  For this reason,  the Company  believes
EBITDA  and  adjusted  EBITDA  will  also be  useful to  others,  including  its
stockholders, as valuable financial metrics.

         Management  presents  adjusted EBITDA because it believes that adjusted
EBITDA  is a useful  supplement  to net  income  as an  indicator  of  operating
performance.  Management also believes that adjusted EBITDA is an  industry-wide
financial  measure  that  is  useful  both  to  management  and  investors  when
evaluating  the Company's  performance  and comparing our  performance  with the
performance  of our  competitors.  Management  also  uses  adjusted  EBITDA  for
planning purposes,  as well as to evaluate the Company's  performance because it
believes that adjusted EBITDA more accurately reflects the Company's results, as
it excludes  certain  items,  in particular  non-cash  stock-based  compensation
charges,  that management believes are not indicative of the Company's operating
performance.

         The  Company  believes  that each of EBITDA  and  adjusted  EBITDA is a
performance  measure and not a liquidity measure,  and a reconciliation  between
net income and EBITDA and adjusted EBITDA is provided in the financial  results.
EBITDA and adjusted EBITDA should not be considered as alternatives to operating
or net income as an indicator of  performance or as an alternative to cash flows
from  operating  activities  as an  indicator  of cash  flows,  in each  case as
determined in accordance with accounting  principles  generally  accepted in the
United States of America, or as a measure of liquidity.

         A copy of such press  release is  attached  as Exhibit  99.1 hereto and
incorporated herein by reference.

         The information in this Form 8-K and the exhibit  attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities  Exchange Act
of 1934 (the  "Exchange  Act") or otherwise  subject to the  liabilities of that
section,  nor shall it be deemed  incorporated  by reference in any filing under
the  Securities  Act of 1933 or the  Exchange  Act,  regardless  of any  general
incorporation language in such filing.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


EXHIBIT NO.              DESCRIPTION
------------             ----------------
99.1                     Press  Release,  dated  November 14,  2005,  announcing
                         Access Integrated  Technologies,  Inc.'s fiscal quarter
                         ended September 30, 2005 financial results.


                                       2
<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 thereunto duly authorized.

                                ACCESS INTEGRATED TECHNOLOGIES, INC.




                                By: /S/ BRIAN D. PFLUG
                                    --------------------------------
                                    Brian D. Pflug
                                    Senior Vice President - Accounting & Finance
                                    (Principal Financial Officer)


Date:  November 14, 2005



                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1_1061330.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    EXHIBIT 99.1


   ACCESS INTEGRATED TECHNOLOGIES, INC. ANNOUNCES SECOND QUARTER 2006 RESULTS

REVENUE GROWTH CONTINUES, $9.3 MILLION DEBT CONVERSION STRENGTHENS BALANCE SHEET

MORRISTOWN,  N.J.,  November 14, 2005 -- Access  Integrated  Technologies,  Inc.
("AccessIT" or the "Company") (Amex: AIX) today reported revenues of $3,902,000,
an EBITDA(1)  (defined below) loss of $1,051,000 and a net loss of $2,698,000 or
a loss of $0.21 per diluted share,  excluding one-time debt conversion  expenses
and related charges for its second quarter ended September 30, 2005. The Company
converted our $7.6 million 7 percent convertible debentures and our $1.7 million
6 percent  convertible  debentures into equity which was accompanied by one-time
non-cash expenses totaling  $6,562,000 or $0.50 per share. With this change, the
loss came to $9,260,000 or $0.71 per share.

    Second Fiscal Quarter Highlights

     * Quarterly  revenues  increased by 78.6%, to $3,902,000 from $2,185,000 in
       the  comparable  year  ago  period.  Revenues  for the six  months  ended
       September  30,  2005  also  increased  by  79.1%,  to  $7,873,000,   from
       $4,396,000 in the comparable year ago period.

     * Quarterly  net loss  available  to  common  stockholders  was  $9,260,000
       compared to a loss of $1,705,000 in the comparable  year ago period.  Net
       loss available to common  stockholders for the six months ended September
       30,  2004  was  $11,750,000  compared  to a  loss  of  $2,671,000  in the
       comparable  year ago period.  The loss reported in both the three and six
       months  ended  included  the impact of  increased  interest  and non-cash
       interest  expenses and the early conversion of the company's  outstanding
       $7.6 million,  4-year Convertible  Debentures and exercise of all related
       common stock warrants. Collectively, these items accounted for $7,033,000
       and $7,650,000 for the three and six month periods, respectively.

     * EBITDA for the three and six month periods ended September 30, 2005 was a
       loss of  $1,051,000,  and  $1,575,000,  respectively,  compared to EBITDA
       losses of  $828,000,  and  $893,000 in the  comparable  year ago periods.
       Adjusted  EBITDA(1)  (defined below),  which also excludes non-cash stock
       based  compensation and non-recurring  items, for the three and six month
       periods ended  September 30, 2005 was unchanged  from EBITDA and Adjusted
       EBITDA in the  comparable  prior year  periods was a loss of $329,000 and
       $390,000.

     * Loss from  operations  in the  September  2005  quarter  was  $2,386,000,
       compared to a loss of $1,682,000 in the September 2004 quarter. Loss from
       operations  for the six months  ended  September  2005,  was  $4,323,000,
       compared to a loss of $2,581,000 in September  2003. The increase was due


                                       1
<PAGE>

       to higher selling,  general and administrative  expenses due to increased
       headcount  and  office  expenses;  public  company  expenses;  research &
       development;  and to higher depreciation and amortization  resulting from
       the increased asset base.

Bud Mayo,  Chief  Executive  Officer of  AccessIT,  stated:  "During  the second
quarter,  AccessIT  achieved many objectives that will very  significantly  help
define the future of its business.  In August,  the company  announced its first
studio  commitment,  securing the  invaluable  support of Disney for our digital
rollout  plan.  Based  upon  this  commitment  and the  high-level  of  interest
expressed by other studios and exhibitors,  we expanded our original plan to now
reach 4,000  screens.  In a further  commitment  to investing  in the  long-term
future of the company,  we redeemed all of our outstanding  convertible debt and
related  warrants,  greatly  strengthening  our balance  sheet while  generating
approximately  $2.5 million in cash.  Lastly,  but certainly not least,  we were
joined by Chuck Goldwater former CEO of Hollywood's  digital cinema  consortium,
Digital  Cinema   Initiatives.   As  President  and  CEO  of  our  newly  formed
Christie/AIX  subsidiary,  Chuck's longtime personal relationships with industry
leaders and  in-depth  knowledge  of the business of Hollywood is a major asset,
allowing  us to  accelerate  our  efforts to bring  digital  cinema to  audience
nationwide."

CONFERENCE CALL NOTIFICATION

AccessIT will host a conference  call to discuss its financial  results at 10:30
a.m. EST today,  Monday,  November 14, 2005.  The  conference can be accessed by
dialing  617-597-5342,  passcode 79934430 at least five minutes before the start
of the call. The conference call will also be webcast simultaneously and will be
accessible  via the web on  AccessIT's  Web  site,  HTTP://WWW.ACCESSITX.COM.  A
replay of the call will be available at 617-801-6888,  passcode 39695082 through
Tuesday,  November 22, 2005. Access Integrated Technologies,  Inc. (AccessIT) is
an industry leader in offering a fully managed  storage and electronic  delivery
service for owners and  distributors  of digital  content to movie  theaters and
other  venues.  Supported  by its robust  platform of  fail-safe  Internet  data
centers,  AccessIT is able to leverage the market-leading role of its Theatrical
Distribution System (TDS) with its innovative digital delivery  capabilities and
in-theatre software systems to provide the highest level of technology available
to enable the emerging  Digital Cinema  industry to transition from film without
changing    workflows.    For    more    information    on    AccessIT,    visit
HTTP://WWW.ACCESSITX.COM.

Safe Harbor Statement

Investors and readers are cautioned  that certain  statements  contained in this
document,  as well as some  statements in periodic  press releases and some oral
statements of AccessIT officials during presentations about AccessIT, along with
AccessIT 's filings  with the  Securities  and  Exchange  Commission,  including
AccessIT 's registration statements, quarterly reports on Form 10-QSB and annual
report on Form 10-KSB,  are  "forward-looking"  statements within the meaning of
the   Private   Securities   Litigation   Reform   Act  of  1995  (the   "Act").
Forward-looking  statements  include  statements  that are predictive in nature,
which depend upon or refer to future events or  conditions,  which include words


                                       2
<PAGE>

such  as  "expects,"   "anticipates,"   "intends,"  "plans,"  "could,"  "might,"
"believes,"  "seeks,"  "estimates"  or similar  expressions.  In  addition,  any
statements concerning future financial  performance  (including future revenues,
earnings  or growth  rates),  ongoing  business  strategies  or  prospects,  and
possible future  actions,  which may be provided by AccessIT's  management,  are
also  forward-looking   statements  as  defined  by  the  Act.   Forward-looking
statements are based on current expectations and projections about future events
and are subject to various risks,  uncertainties and assumptions about AccessIT,
its technology, economic and market factors and the industries in which AccessIT
does business, among other things. These statements are not guarantees of future
performance  and  AccessIT  undertakes  no specific  obligation  or intention to
update these statements after the date of this release.

     (1) EBITDA is defined by the Company to be earnings before interest, taxes,
         depreciation and  amortization,  and other  income/(expense),  net, and
         non-recurring  items.  Adjusted  EBITDA is defined by the Company to be
         earnings before interest, taxes,  depreciation and amortization,  other
         income/(earnings),  net,  non-recurring items, and non-cash stock-based
         compensation.   EBITDA  and  Adjusted  EBITDA  are  presented   because
         management believes it provides additional  information with respect to
         the   performance   of   its   fundamental   business   activities.   A
         reconciliation  of EBITDA to GAAP net income is  included  in the table
         attached to this  release.  EBITDA is a measure of cash flow  typically
         used by many  investors,  but is not a measure of  earnings  as defined
         under Generally Accepted Accounting  Principles,  and may be defined by
         others.


    Contact:

     Suzanne Tregenza Moore        Michael Glickman
     AccessIT                      The Dilenschneider Group
     55 Madison Avenue             212.922.0900
     Suite 300
     Morristown, NJ  07960
     973.290.0080
     HTTP://WWW.ACCESSITX.COM



                                       3
<PAGE>

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
             (In thousands, except for share and per share data)
                                   (unaudited)

                                                              Three Months Ended
                                                                   September 30,
                                                        2004           2005
    Revenues:
      Media services                              $      661    $     2,266
      Data center services                             1,524          1,636
        Total revenues                                 2,185          3,902

    Costs of revenues (exclusive of depreciation and amortization shown below):
      Media services                                     219          1,686
      Data center services                             1,031          1,206
        Total costs of revenues                        1,250          2,892

        Gross profit                                     935          1,010

    Operating expenses:
    Selling, general and administrative                1,182          2,041
    Provision for doubtful accounts                      527             12
    Research and development                             120            154
    Depreciation and amortization                        788          1,189
        Total operating expenses                       2,617          3,396

    Loss from operations                              (1,682)        (2,386)

    Interest income                                       --             81
    Interest expense                                     (91)        (1,091)
    Non-cash interest expense                            (66)        (1,109)
    Debt conversion expense                               --         (6,083)
    Other expense, net                                    56          1,250

    Loss before income tax benefit                    (1,783)        (9,338)
    Income tax benefit                                    78             78

    Net loss                                      $   (1,705)   $    (9,260)
    Net loss available to common stockholders
     per common share:
      Basic and diluted                           $    (0.18)   $     (0.71)
    Weighted average number of common shares
     outstanding:
      Basic and diluted                            9,586,018     13,047,151


                                      4
<PAGE>

                     Access Integrated Technologies, Inc.
                   EBITDA and Adjusted EBITDA (as defined)
                        Reconciliation to GAAP Net Income
                           (In thousands) (unaudited)

                                                       Three Months Ended
                                                  September 30,  September 30,
                                                       2004           2005

    Net loss                                        $(1,705)       $(9,260)
    Add Back:
      Depreciation and amortization                     788          1,189
      Amortization of software development               66            146
      Interest income                                    --            (81)
      Interest expense                                   91          1,091
      Non-cash interest expense                          66          1,109
      Income tax benefit                                (78)           (78)
      Debt conversion expense                            --          6,083
      Other expense, net                                (56)        (1,250)
    EBITDA (as defined)                             $  (828)       $(1,051)

    Add Back:
      Non-cash stock-based compensation                  --             --
      Provision for customer related unbilled revenue   499             --
     Adjusted EBITDA (as defined)                   $  (329)       $(1,051)


                                       5
<PAGE>

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
             (In thousands, except for share and per share data)
                                   (unaudited)

                                                                Six Months Ended
                                                                   September 30,
                                                        2004           2005
    Revenues:
      Media services                              $    1,196    $     4,626
      Data center services                             3,200          3,247
        Total revenues                                 4,396          7,873

    Costs of revenues (exclusive of depreciation and amortization shown below):
      Media services                                     342          3,334
      Data center services                             2,040          2,295
        Total costs of revenues                        2,382          5,629

        Gross profit                                   2,014          2,244

    Operating expenses:
    Selling, general and administrative                2,286          3,792
    Provision for doubtful accounts                      576             35
    Research and development                             167            287
    Non-cash stock-based compensation                      4             --
    Depreciation and amortization                      1,562          2,453
        Total operating expenses                       4,595          6,567

    Loss from operations                              (2,581)        (4,323)

    Interest income                                       --             83
    Interest expense                                    (188)        (1,524)
    Non-cash interest expense                           (113)        (1,293)
    Debt conversion expense                               --         (6,083)
    Other expense, net                                    45          1,234

    Loss before income tax benefit and
     minority interest                                (2,837)       (11,906)
    Income tax benefit                                   156            156

    Net loss before minority interest in subsidiary   (2,681)       (11,750)
    Minority interest in loss of subsidiary               10             --

    Net loss                                      $   (2,671)   $   (11,750)
    Net loss available to common stockholders
     per common share:
      Basic and diluted                           $    (0.29)   $     (1.00)
    Weighted average number of common shares
     outstanding:
      Basic and diluted                            9,304,008     11,730,966


                                       6
<PAGE>

                     Access Integrated Technologies, Inc.
                   EBITDA and Adjusted EBITDA (as defined)
                        Reconciliation to GAAP Net Income
                           (In thousands) (unaudited)

                                                                Six Months Ended
                                                    September 30,  September 30,
                                                        2004           2005
    Net loss                                         $(2,671)      $(11,750)
    Add Back:
      Depreciation and amortization                    1,562          2,453
      Amortization of software development               126            296
      Interest income                                     --            (84)
      Interest expense                                   188          1,524
      Non-cash interest expense                          113          1,293
      Income tax benefit                                (156)          (156)
      Minority interest                                  (10)            --
      Debt conversion expense                             --          6,083
      Other expense, net                                 (45)        (1,234)
    EBITDA (as defined)                              $  (893)      $ (1,575)

    Add Back:
      Non-cash stock-based compensation                    4             --
      Provision for customer related unbilled revenue    499             --
      EBITDA (as defined)                            $  (390)      $ (1,575)


                                       7
<PAGE>

                      Access Integrated Technologies, Inc.
                           Consolidated Balance Sheets
                        (In thousands, except share data)
                                   (unaudited)

                                                      March 31,  September 30,
                                                        2005           2005
    Assets
      Current assets
        Cash and cash equivalents                    $ 4,779        $14,136
        Accounts receivable, net                         947          1,034
        Prepaid and other current assets                 762            667
        Unbilled revenue                                 550          1,119
          Total current assets                         7,038         16,956

    Property and equipment, net                       14,261         19,341
    Intangible assets, net                             3,337          2,544
    Capitalized software costs, net                    1,622          1,428
    Goodwill                                          10,363          9,310
    Deferred costs                                       726            217
    Unbilled revenue, net of current portion              69             53
    Security deposits                                    361            386
          Total assets                               $37,777        $50,235

    Liabilities, redeemable stock and
     stockholders' equity
      Current liabilities
        Accounts payable and accrued expenses        $ 2,415        $ 3,873
        Current portion of notes payable               1,415          1,174
        Current portion of customer security deposits    116            194
        Current portion of capital leases                432            191
        Current portion of deferred revenue              884            819
        Current portion of deferred rent expense          42             39
        Total current liabilities                      5,304          6,290

    Notes payable, net of current portion             12,682          2,193
    Common stock warrants                                 --          3,490
    Customer security deposits, net of current portion   161             88
    Deferred revenue, net of current portion              95             80
    Capital leases, net of current portion             6,058          6,029
    Deferred rent expense, net of current portion        970            984
    Deferred tax liability                             1,210          1,053
          Total liabilities                           26,480         20,206

    Commitments and contingencies

    Redeemable Class A common stock, issued and
     outstanding 53,534 and 0 shares, respectively       250             --

    Stockholders' Equity:
      Class A common  stock,  $0.001  par value  per  share;  40,000,000  shares
       authorized;  shares issued 9,433,328 and 14,422,905,  respectively shares
       outstanding -9,381,888 and 14,371,465,
       respectively                                        9             14

    Class B  common  stock,  $0.001  par  value  per  share;  15,000,000  shares
     authorized; shares issued and outstanding, 965,811 and 925,811 shares,
     respectively                                          1              1
    Additional paid-in capital                        32,696         63,424
    Treasury Stock, at cost; 51,440 shares              (172)          (172)
    Accumulated deficit                              (21,487)       (33,238)
          Total stockholders' equity                  11,047         30,029

          Total Liabilities, Redeemable Stock and
           Stockholders' Equity                      $37,777        $50,235


                                       8
</TEXT>
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