SecProbe.io

Mail Stop 4561         A u g u s t  6 ,  2 0 0 8   A. Dale Mayo Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, New Jersey 07960
Re: Access Integrated Technologies, Inc.
 Form 10-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-K/A for the fiscal year ended March 31, 2008 Filed on June 26, 2008 Form 8-K Filed on June 12, 2008 Definitive Proxy Statement on Schedule 14A Filed on July 28, 2008
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended March 31, 2008

Item 1. Business, page 1

1. You disclose that five customers each re presented 10% or more of AccessIT DC’s
revenues and AccessIT DC’s cust omers comprised 78.7% of Media

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 2
Services’ revenues.  In addition, you di sclose that Overture Films, Summit
Entertainment, and 20
th Century Fox each comprised approximately 41.9%,
12.4%, and 11.8%, respectively, of AccessIT SW’s revenues for the fiscal year
ended March 31, 2008.  Please disclose  whether any of your customers
represented 10% or more of the company’ s consolidated revenues.  Discuss your
relationship with any such customers and pr ovide us with an analysis as to why
you have determined that your agreements, if any, with these customers do not need to be filed pursuant to Item 601(b)(10) of Regulation S-K.
 Other, page 11

 2. Please consider adding a corporate organi zation chart that provides a graphic
representation of the company’s business a nd its three reporting segments.  To the
extent material, please include the co mpany’s subsidiaries to show the
relationship between the company and the en tities you discuss in this section.
 Item 5. Market for Common Equity, Related Sh areholder Matters and Issuer Purchases of
Equity Securities
 Sales of Unregistered Securities, page 21

3. For the sale of unregistered securities  you disclose on page 21, disclose the
identity of persons or cla ss of persons to whom the securities were sold in
accordance with Item 701 of Regulation S-K.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

4. Please consider expanding this secti on to include known trends, demands,
commitments, events and uncertainties.  Th is disclosure should provide material
historical and prospective disclosure enabling investors to assess the financial
condition and results of your operations, with particular emphasis on your prospects for the future.  Disclosure shoul d be based on financial, operational, and
other information known to you as well as  known trends and uncertainties and
assessment of whether these trends and uncertainties will have, or are reasonably
likely to have, a material impact on your liq uidity, capital resour ces, or results of
operations.  See SEC Release No. 33-8350.  For example, consider discussing the
impact of the Phase II deployment and the working capital that you will need and
expect to raise in order to implemen t the Phase II deployment.  Discuss the
financing that you intend to enter into and your course of action if you are unable
to secure financing.

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 3  Critical Accounting Policies, page 23

 5. Your critical accounting policies should describe your estimates and assumptions
that are highly uncertain or  susceptible to change and the related material impact
on financial condition or operating performance.  For instance, you should
provide an enhanced discussion of the estimates and assumptions used in your
customized software development cont racts accounted for on a percentage-of-
completion basis.  Also, consider provi ding a discussion of impairment testing on
goodwill, intangible assets and fixed asse ts since your disclosures on page F-10
appear to indicate these areas require significant estimates and judgment.
Disclosure should be considered as to why these material accounting estimates
and assumptions bear the risk of change, how you arrived at the estimate, the accuracy of the estimate/assumption in the past, how they have changed, and any reasonably likely future changes.  We refer you to Section V of SEC Release No.
33-8350, Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Conditi on and Results of Operations.
 Results of Operations, page 25

6. We note instances where two or more sour ces of a material change have been
identified, but the quantification of the amount that each source contributed to the
change is not disclosed.  As an example, your disclosure on page 25 indicates that
the $30.3 million increase in revenues duri ng fiscal 2007 was driven largely by
the ACS Acquisition, VPF revenues, license  fees earned for your TCC software
and the Bigger Picture Acquisition offset by revenues from your IDCs.  As another example, your disclosure on page 27 indicates that the $4.4 million
increase in direct operating costs during fiscal 2008 was due to the acquisition of ACS, minimum guaranteed obligations unde r the theatre advertising agreements
with exhibitors for displaying cinema adverting, the acquisition of The Bigger
Picture and the IDC disposition.  Tell us  your consideration of quantifying each
source that contributed to a material ch ange pursuant to the requirements of the
related interpretive guidance in Section III. D of SEC Release 33-6835 Interpretation:  Management’s Discussi on and Analysis of Financial Condition
and Results of Operations when preparing your MD&A discussion.

Liquidity and Capital Resources, page 28

 7. Your discussion of cash used in opera ting activities appears to be a mere
recitation of changes and other information evident from the financial statements.  Your disclosures should focus on the primar y drivers of and other material factors
necessary to provide an unde rstanding of your cash flow s and the indicative value
of historical cash flows.  In addition, where there has b een material variability in
historical cash flows, your discussion should focus on the underlying reasons for
the changes, as well as on their reasonably  likely impact on future cash flows.

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 4
Tell us what consideration you gave to providing the disclosure in accordance with the related interpretive guidance in  to Section IV.B of  SEC Release No. 33-
8350.

Subsequent Events, page 31

8. You disclose that in May 2008, the comp any “filed a registration statement on
Form S-3 to register an additional 50 0,000 shares of Class A Common Stock for
future interest payments on the 2007 Senior Notes.”  Please revise this disclosure
to clarify that the registration statement was for the resale of the 500,000 shares of
Class A Common Stock by certain selling sh areholders and not an issuance by the
company.
 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk, page 32

9. Please provide the quantitative disclosure re garding the interest rate risk that you
disclose as required by Item 305(a) of Regulation S-K or tell us why disclosure is not warranted.
 Consolidated Financial Statements

 Consolidated Statements of Operations, page F-4

 10. We note that you present a single line in the consolidated statements of operations for revenues and cost of revenues.  The disclosures throughout your filing appear
to indicate that you are offering both products  (i.e. software) and services.  Tell us
how your presentation complies with Rule 5-03 of Regulation S-X.

Consolidated Statements of Cash Flows, page F-5

 11. We note from your disclosures on pages F- 25 and F-26 that the One Year Senior
Notes and the Excel Term Note were repa id using a portion of the proceeds from
the August 2007 Private Placement.  Tell us  where the repayments of these debt
facilities are reflected on the face of your statement of  cash flows for the fiscal
year ended March 31, 2008.  Refer to paragraphs 11 through 13 of SFAS 95.

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-14

12. Tell us your consider ation of reorganizing the pr esentation in your revenue
recognition policy to conform to your rea ligned your segments.  In this respect,

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 5
your revenue recognition policy appears to indicate that your business is still
organized around the Media Services segmen t and Data Services segment rather
than the Media Services segment, Cont ent & Entertainment segment and Other
segment.  Indicate the amount of revenues generated from your Media Services segment, Content & Entertainment segment and Other segment for each year presented.
 13. We note that you indicate each of your source s of revenue in the table provided in
your revenue recognition policy disclosure.  Ensure that your policy discussion describes the timing of recognition and the basis for meeting the relevant revenue
recognition criteria for each type of deliverable you offe r.  Provide us with any
proposed revisions to your disclosures describing how you r ecognize revenue.
Refer to SAB Topic 13B, Question 1.

14. For each source of revenue accounted for in  accordance with SAB No. 104, tell us
how you considered the guidance in EITF  03-05 and paragraph 2 of SOP 97-2 in
determining that your arrangements fall within the scope of SAB No. 104.
Explain how you determined that any softwa re is incidental a nd not essential to
the functionality of the non-software items.  Describe the nature of your
maintenance and services.

15. We note from your disclosure in the ta ble that ASP Service arrangements are
accounted for in accordance with SOP 97- 2.  Describe the nature of these
arrangements.  Tell us how you considered the guidance in EITF 00-3 in accounting for your arrangements to provide ASP services.  In this regard, indicate whether the customer has the right  to take possession of the software at
any time during the arrangement without si gnificant penalty or costs and whether
it is feasible for the customer to either  run the software on its own hardware or
contract with another unrelated party to  host the software without significant
penalty.  Tell us the amount of re venue generated under the ASP Service
arrangements for each period presented.

16. We note from your disclosure in the ta ble that revenues relating to custom
software development contracts are acc ounted for in accordance with SAB No.
104.  However, your disclosure further indicates that customized software
development contracts are recognized on a percentage-of-completion basis.  The
percentage-of-completion method is a m odel that is contemplated by SOP 81-1,
not SAB No. 104.  Please clarify the acc ounting literature relied upon for your
customized software arrangements and te ll us how you evaluated paragraph 7 of
SOP 97-2 when determining your accounti ng treatment.  Provide us with any
proposed revisions to your disclosures.

17. Explain the nature of any multiple element arrangements.  Describe the nature of
the elements involved and th e nature of the units of accounting that you account

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 6
for as a separate and discre te earnings process.  Tell us whether you are able to
establish fair value (or VSOE, if applicab le) for the individual elements and how
you considered the separation and alloca tion guidance in EITF 00-21 (or SOP 97-
2, if applicable).  Your response shou ld discuss the accounting policy for each
unit of accounting as well as how units of accounting are determined and valued.   Please be as detailed as po ssible in your response.

18. You indicate that cinema a dvertising service revenues are accounted for pursuant
to SOP 00-2.  Further describe the na ture and significant terms of your
arrangements with your customers and th e exhibitors, including your rights and
obligations.  Your response should explai n the nature of the fees you receive and
the costs you incur.  Explain how these arrangements are within  the scope of SOP
00-2.  Also, explain how you contemplated  the indicators for gross versus net
revenue reporting in EITF 99-19 in your  presentation of revenues and direct
operating costs.

19. Please clarify the nature and terms of your arrangements to licen se digital systems
to exhibitors and to collect VPFs fr om motion picture studios and ACFs from
alternative content providers.  Explai n how you recognize revenues and identify
the specific accounting guidance that you re ly upon in recogniz ing revenues for
the licensing of the digital systems to exhibitors and the collection of VPF and
ACF fees.  Describe how you determine the amount of VPF and ACF fees to recognize each period.  In addition, te ll us the amount of related revenues
recognized from exhibitors as well as the amount of VPF and ACF fees incurred
for each period presented.  As part of your response, tell us what consideration you gave to the guidance in paragraph 4 of SOP 97-2 and EITF 01-8.  Also,
identify where you have disclosed your related revenue recognition policy.

Direct Operating Costs, page F-15

20. You indicate that other deferred expens es are capitalized and amortized on a
straight-line basis ove r the same period as the relate d cinema advertising revenues
are recognized.  Explain how you assess the recoverability of your deferred costs
and cite the authoritative accounting literatur e relied upon.  In this regard, we note
that your total deferred costs exceed your deferred revenues as of March 31, 2008.

Net Loss Per Share Available to Common Stockholders, page F-17

21. Describe the dividend righ ts of your Class B Common Stock.  Tell us whether
your Class B Common Stoc k is required to participate in your net losses.  Tell us
what consideration you gave to presenti ng net loss per share for each class of
common stock and how you have considered  the guidance in Issue 5 of EITF 03-
6.

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 7

Note 7.  Stockholders’ Equity

AccessIT and AccessDM Stock Option Plans, F-30

22. Tell us your consider ation of providing the disclosures required by paragraphs
A240(c)(1) and (2) a nd (e)(2) of SFAS 123R.
 Note 10. Segment Information, page F-36

 23. Your disclosures indicate that you have three reportable segments including the
Media Services segment, Content & Ente rtainment segment and Other segment.
Tell us your consideratio n for providing all of th e disclosures required by
paragraphs 25 to 28 of SFAS 131 for each period for which an income statement
is presented, with prior pe riods restated as described in paragraphs 34 and 35.  In
this respect, your disclosures should incl ude information about segment profit or
loss, including certain revenues and expens es included in segment profit or loss,
reconciled to your total c onsolidated revenues and your total consolidated
operat