SecProbe.io

CORRESP
1
filename1.htm

    corresp_1288589.htm

    June
13, 2008

    Via
EDGAR and U.S. Mail

    Ms.
Barbara C. Jacobs

    Assistant
Director

    United
States Securities and Exchange Commission

    100
F St., N.E.

    Washington,
D.C.  20549

              Re:

              Access
      Integrated Technologies, Inc.

              Registration
      Statement on Form S-3

              Filed
      May 6, 2008

              File
      No. 333-150661

              Form
      10-Q for the quarterly period ended December 31,
  2007

              Filed
      February 8, 2008

            File
      No. 000-51910

    Dear
Ms. Jacobs:

    On behalf of Access Integrated
Technologies, Inc. (“AccessIT” or the “Company”), set forth below are the
Company’s responses to your letter of comment dated June 2, 2008 to Mr. A. Dale
Mayo, President and Chief Executive Officer of the Company.  The
numbered responses of the Company and related captions contained in this letter
correspond to the numbered paragraphs and related captions in the letter of
comment.  For your convenience, the Company’s responses include
supplemental information provided to you herein and revisions to the Company’s
Registration Statement on Form S-3, Registration
No. 333-150661 (the “Form S-3”), and the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2007
(the “Form 10-Q”), as applicable.

        Ms.
Barbara C. Jacobs

        June
13, 2008

        Page
Two

    Form S-3 filed May 6,
2008

    General

              1.

              You
      currently have several outstanding effective registration
      statements.  In the interest of simplified disclosure, please
      consider the application of Securities Act Rule 429.  You may
      wish to rely upon this rule by filing an amendment that contains a single
      prospectus relating to the shares in this offering and in your other
      outstanding offerings.  Absent the use of Rule 429, please
      revise the cover page of the registration statement to reference concisely
      your concurrent offerings.

    ANSWER:

    The
Company does not wish to combine prospectuses under Rule 429 at this time and
will make appropriate disclosure in the registration statement.

              Cover
      Page

              2.

              Use
      of the term “kicker shares” on the cover page and in the summary is
      inconsistent with Rule 421(d), which requires that registrations avoid the
      use of legal jargon in the forepart of the prospectus.  Either
      provide a brief definition of the term on the cover page and in the
      summary of the prospectus or delete the
term.

    ANSWER:

    The
Company will add a brief definition of the term “Kicker Shares” on the cover
page and in the summary of the prospectus.  The definition will be as
follows:

    “Kicker
Shares” are shares of AccessIT’s Class A Common Stock that are payable to the
holders of the 2007 Senior Notes under the terms of the 2007 Senior Notes, in
addition to interest at the annual rate of 10% (which may be paid, at the
Company’s option, in cash or shares of Class A Common Stock), calculated as set
forth in the 2007 Senior Notes.

              Selling Stockholders,
      page 15

              3.

              Please
      describe in materially complete terms the transactions whereby the shares
      to be resold by the selling shareholders were issued.  Please
      disclose the basic terms of all such issuance transactions, including the
      dates the transactions took place, the material terms of the
      transactions, the parties who participated in the transactions and the
      number of shares received by them.

          Ms.
Barbara C. Jacobs

          June
13, 2008

          Page
Three

    ANSWER:

    The
Company will add to the prospectus a description of the transactions whereby the
shares to be resold by the selling shareholders were issued.

              4.

              For
      each selling security holder that is a legal entity, please ensure that
      your document discloses the natural person or persons who exercise the
      sole or shared voting and/or dispositive powers with respect to the shares
      to be offered by that shareholder.  Refer to Interp. I.60 of
      Telephone Interp. Manual (July 1997) and Interp. 4S of Reg. S-K section
      3/99 Supp. to Manual.

    ANSWER:

              For
      each selling security holder that is a legal entity, below please find a
      list of the natural person or persons whom the security holder has
      informed us exercises the sole or shared voting and/or dispositive powers
      with respect to the shares to be offered by that
      shareholder.  We will reflect the disclosure of such persons in
      the Form S-3.

              Note
      Holder

              Persons Exercising
      Voting or Dispositive Power

              Silver
      Oak Capital, L.L.C.

              John
      M. Angelo and Michael L. Gordon, as Controlling Members of Silver Oak
      Capital, L.L.C.

              Goldman
      Sachs Credit Partners L.P.

              The
      Goldman Sachs Group, Inc. is the beneficial owner of Goldman Sachs Credit
      Partners L.P., and the voting and dispositive power is exercised by its
      management committee and their delegates

               Alexandra
      Global Master Fund Ltd.

               Mikhail
      Filimonov, as Chief Executive Officer of Alexandra Investment Management,
      LLC, its Agent

            Ms.
Barbara C. Jacobs

            June
13, 2008

            Page
Four

              Lagunitas
      Partners LP

              Jon
      D. Gruber and J. Patterson McBaine, as Managing Members of Gruber &
      McBaine Capital Management, the General Partner

              Gruber
      & McBaine International

              Jon
      D. Gruber and J. Patterson McBaine, as Managing Members of Gruber &
      McBaine Capital Management, the General Partner

              Jon
      D. & Linda W. Gruber Trust

              Jon
      D. Gruber, as Trustee

              Aristeia
      International Limited

                Kevin
      C. Toner, Robert H. Lynch Jr., Anthony M. Frascella and William R. Techar,
      as joint owners of Aristeia Capital LLC, the investment manager for
      Aristeia International Limited

              Aristeia
      Partners, L.P.

                Kevin
      C. Toner, Robert H. Lynch Jr., Anthony M. Frascella and William R. Techar,
      as joint owners of Aristeia Advisors LLC, the general partner of Aristeia
      Partners, L.P.

              Aristeia
      Special Investments Master, L.P.

                Kevin
      C. Toner, Robert H. Lynch Jr., Anthony M. Frascella and William R. Techar,
      as joint owners of Aristeia Capital LLC, the investment manager for
      Aristeia Special Investments Master,
L.P.

        Ms.
Barbara C. Jacobs

        June
13, 2008

        Page
Five

              Enable
      Growth Partners, LP

              Mitch
      Levine, Managing Member and Chief Executive Officer, and Brendan O’Neil,
      President and Chief Investment Officer, of Enable Capital Management
      LLC,  the manager of Enable Growth Partners, LP

              Enable
      Opportunity Partners LP

              Mitch
      Levine, Managing Member and Chief Executive Officer, and Brendan O’Neil,
      President and Chief Investment Officer, of Enable Capital Management LLC,
      the manager of Enable Opportunity Partners LP

                Pierce
      Diversified Strategy Master Fund LLC, Ena

                Mitch
      Levine, Managing Member and Chief Executive Officer, and Brendan O’Neil,
      President and Chief Investment Officer, of Enable Capital Management LLC,
      the manager of Pierce Diversified Strategy Master Fund LLC,
      Ena

              5.

              Please
      tell us whether any of the selling stockholders that are legal entities
      are broker-dealers or affiliates of broker-dealers.  If any
      selling stockholders are registered broker-dealers who acquired their
      shares as investments, rather than as transaction-based compensation for
      the performance of investment banking or similar services, they should be
      named as underwriters.  With respect to any affiliates of
      registered broker-dealers, expand the prospectus to indicate whether they
      acquired the securities to be resold in the ordinary course of
      business.  Also indicate whether at the time of the acquisition
      they had any agreements, understandings or arrangements with any other
      persons, either directly or indirectly, to dispose of the
      securities.

          Ms.
Barbara C. Jacobs

          June
13, 2008

          Page
Six

    ANSWER:

      Two
holders, Silver Oak Capital, L.L.C. and Goldman Sachs Credit Partners L.P., are
affiliates of registered broker-dealers by virtue of being under common control
with them.  No broker-dealer was involved in the purchase of the
relevant shares of Class A Common Stock, and no broker-dealer will be involved
in the sale of such shares.  Silver Oak Capital, L.L.C. and Goldman
Sachs Credit Partners L.P. purchased such shares in the ordinary course of their
businesses, and neither is a party to any agreement or other understanding to
distribute the shares, directly or indirectly. Such disclosure will be added to
the Registration Statement.

              Item
      17.  Undertakings, page
II-3

              6.

              It
      does not appear as though Item 512(i) of Regulation S-K is applicable to
      this transaction.  Please
advise.

    ANSWER:

    We
agree that Item 512(i) of Regulation S-K is not applicable and we will revise
the Undertakings accordingly.

              Signatures

              7.

              Your
      Form S-3 must be signed by your controller or principal accounting
      officer.  See Instruction 1 to Signatures in the Form
      S-3.  If one person acts in both of these capacities, you must
      indicate on the signature page all of the capacities in which the person
      is signing the Form S-3.  Please
  revise.

    ANSWER:

    The
Company’s Principal Financial Officer also acts in the capacity of Principal
Accounting Officer.  We will indicate that under his signature
whenever it appears.

              Form 10-Q for the
      Quarterly Period ended December 31,
2007

    Controls and Procedures,
page 29

              8.

              In
      expressing your conclusions regarding the effectiveness of your
      “disclosure controls and procedures,” you recite only a portion of that
      term as defined in Rule 13a-15(e).  In your response letter,
      please indicate whether the evaluation of effectiveness was conducted with
      respect to the complete definition, rather than only the portion of
      the

          Ms.
Barbara C. Jacobs

          June
13, 2008

          Page
Seven

              definition
      that you recite in this section.  In future filings, please tie
      the effectiveness conclusion to the definition of disclosure controls and
      procedures set out in Rule 13a-15(e), or recite the entire
      definition.

    ANSWER:

              The
      evaluation of effectiveness was conducted with respect to the complete
      definition and the Company will recite the entire definition in future
      filings as follows:

    As
of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities
Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms, and that such information is
accumulated and communicated to our management, including our principal
executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.

    We hope this addresses all of the
Commission’s comments and concerns.  Please do not hesitate to contact
us with any further questions.

     Sincerely,

     /s/ Carol W. Sherman

                                   Carol W. Sherman

    cc:
Gary Loffredo