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CORRESP
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filename1.htm

    corresp_1343610.htm

      March 25,
2009

      Via
EDGAR and U.S. Mail

      Mr.
Stephen Krikorian

      Assistant
Director

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C.  20549

                Re:

                Access
      Integrated Technologies, Inc

                Form
      10-Q for the quarterly period ended December 31, 2008

                Filed
      on February 9, 2009

                File
      No. 000-51910

      Dear Mr.
Krikorian:

      On behalf of Access Integrated
Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. (the “Company”), set
forth below are the Company’s responses to your letter of comment dated March
11, 2009 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.  The responses provided below
relate to the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 2008 filed on February 9, 2009 (the “Form
10-Q”).

      Form 10-Q for the quarterly
period ended December 31, 2008

      Notes to the Consolidated
Financial Statements

      Note 2. Summary of
Significant Accounting Policies

      Goodwill and Intangible
Assets, page 10

                1.

                We
      note your response to prior comment no. 3 and have the following
      comment.  Ensure that you disclose the reasons for the
      impairment charge recorded within your USM reporting unit.  See
      paragraph 47(a) of SFAS 142.  You should also consider
      disclosing why no goodwill impairment charge is necessary for the AccessIT
      SW, The Pavilion Theatre and The
Bigger

              Mr.
Stephen Krikorian

              March 25,
2009

              Page
Two

                Picture
      reporting units.  In addition, enhanced disclosures that show the
      amount of goodwill allocated to each reporting unit would provide useful
      information to investors.

                RESPONSE:

      The table
below summarizes goodwill by reporting unit and the impairment charges recorded
as of December 31, 2008:  Please note that the Company recorded
goodwill impairments charges to its USM, Pavilion Theatre and Bigger Picture
reporting units.

      (In
thousands)

                      Reporting
      Unit

                      Goodwill
      at

                      September
      30,

                      2008

                      Impairment

                      Charge

                      Goodwill
      at

                      December
      31,

                      2008

                      USM

                    $
                    4,401

                    (4,401
                    )

                    $
                    -

                      Pavilion
      Theatre

                    3,723

                    (1,960
                    )

                    1,763

                      Bigger
      Picture

                    1,733

                    (164
                    )

                    1,569

                      Software

                    4,197

                    -

                    4,197

                      Other*

                    495

                    -

                    495

                      Total

                    14,549

                    6,525

                    8,024

      *
Represents goodwill from three small acquisitions.

      The
impairment charge recorded to the USM reporting unit was driven primarily by a
recent downturn in in-theatre advertising sales due to deterioration in overall
economic conditions and how this impacts future operating trends resulting
in a reduction in the forecasted discounted cash flows.  The decline
in the valuation of the peer companies in this sector was also a factor in the
fair value calculation and supports the Company’s observations of the overall
economic conditions.

      During
the third quarter of fiscal 2009, the Company revised the revenue projections
for the Pavilion Theatre reporting unit based on the impact on forecasted
operations due to current recessionary trends and its current business model
within the Company.  This revision resulted in a decreased estimated
fair value for this reporting unit.  Declines in the valuations of the
designated peer group companies for this reporting unit were also a factor in
the fair value calculation.

      The
Bigger Picture reporting unit is distributing increasing amounts of live and
pre-recorded 2D and 3D content, including independent movies and alternative
content to digitally-equipped locations.  As the nationwide (and
worldwide) conversion of theatres to digital quickens, the Company expects this
reporting unit to benefit as a result, as theatre owners for the first time can
use their screens for content other than traditional feature movies. In
particular, the Company is deploying an exclusive new product, Cinelive, into
theatres which allows

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Three

      exhibitors
to display live 3D content such as concerts and sporting events.  In
2008, the Bigger Picture reporting unit distributed only a fraction of the
expected content and digital screens that will be reasonably available over the
next five years. However, the Bigger Picture’s historical results to date have
been below expectations and the Company revised forecasts of revenue growth and
margins lower to reflect what it anticipates to be a competitive landscape in
the provision of alternative content.  This, overall recessional
trends and its impact on future operations, resulted in a decrease of estimated
fair value for this reporting unit and an impairment charge in the December 31,
2008 quarterly period. A decline in the valuations of the designated peer group
companies for this reporting unit was also a factor in the fair value
calculation.

      The
Software reporting unit, like The Bigger Picture, is a beneficiary of the
theatre industry’s conversion to digital exhibition of movies and
content.  The Software reporting unit produces the only currently
viable product for theatre owners to manage their digital systems (the Theatre
Command Center), in addition to providing other software products to the movie
distribution and exhibition industry.  The Theatre Command Center
(TCC) was successfully installed in theatres having 3,723 screens during the
Company’s Phase I rollout.  In addition, the Company has contracts for
Phase II deployments (started December 2008) of the TCC with exhibitors, the
rate of which was used to estimate the fair value of the reporting
unit.   The Software reporting unit also produces other products
for the distribution and exhibition market and continued sales of those products
are expected to continue, consistent with historical
trends.  Accordingly, the estimated fair value of that reporting unit
exceeds its carrying value at December 31, 2008 and no impairment charge was
recorded.

      The
Company expects to add the following disclosure, pursuant to the provisions of
paragraph 47(a) of SFAS 142, in the Company’s Annual Report on Form 10-K for the
fiscal year ending March 31, 2009, keeping in mind that we are using the results
of the December 31, 2008 quarter ended impairment analysis and will update our
analysis at year end.

      The
changes in the carrying amount of goodwill for the year ended March 31, 2009 are
as follows (in thousands):

                                  Balance
      at March 31, 2008

                                $
                                14,549

                                      Goodwill
      impairment-USM

                                (4,401
                                )

                                      Goodwill
      impairment - Pavilion

                                (1,960
                                )

                                      Goodwill
      impairment-The Bigger Picture

                                (164

                                )

                                  Balance
      at March 31, 2009*

                                $
                                8,024

      *For
purposes of this response, we are using December 31, 2008 impairment
charges.

      The
impairment charges were recorded as of December 31, 2008 following a period of
decline in the Company’s market capitalization and overall negative economic
conditions.  Declines were noted in the market valuations of
designated peer group companies of each of the above reporting units and were a
significant factor in the resulting impairment
charges.  The

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Four

      impairment
charge recorded to the USM reporting unit was further impacted by a recent
downturn in in-theatre advertising sales due to deterioration in overall
economic conditions and a resulting reduction in the forecasted discounted cash
flows.  The impairment charge recorded for the Pavilion Theatre
reporting unit was impacted by revised revenue estimates to better
align its forecasted operations due to current recessionary trends and its
current business model within the Company.  Also, Bigger Picture
reporting unit’s near term forecasts were revised to reflect what is anticipated
to be a competitive landscape for the provision of alternative content, however
offset by expected rapid digital screen count growth and alternative content
availability.  The impairment tests did not reveal any impairment
noted in the remaining goodwill reporting units, primarily Software, due to
historical and expected sales of software products to the theatrical market,
primarily to support the digital cinema rollout.

                2.

                We
      note your response to prior comment no. 3 and have the following
      comment.  We note that you used the enterprise value for
      assessing and measuring goodwill impairment.  You further state
      that you determined that the overall enterprise value of the company was
      reasonable.  Describe the method utilized to determine that the
      overall enterprise value was reasonable.  In
      addition, indicate whether the fair value of your long-term debt used to
      calculate the overall enterprise value was equal to its net book value or
      at a different amount.  Explain how you determined the fair
      value of such debt.

      RESPONSE:

      To
determine the overall enterprise value, the Company used the Business Enterprise
Value (“BEV”), of the Company based on its market capitalization plus the fair
value of the Company’s debt at December 31, 2008.  The Company
determined that the overall enterprise value was reasonable by first computing
the fair value of each of the four goodwill reporting units, in the impairment
testing as of December 31, 2008, and then computing the implied fair value of
the non-goodwill reporting units as the difference between the overall
enterprise value of the Company, and the goodwill reporting units’ calculated
fair value.  The Company then assessed the reasonableness of the
implied fair value of the non-goodwill reporting units using market comparisons
of revenue and EBITDA multiples from a representative sample of comparable
public companies in similar industries and where applicable, similar
size.  Based on the results of this comparison, the Company determined
the implied fair value of the non-goodwill reporting units, and therefore the
overall BEV of the Company, was considered reasonable.  Based on this
calculation, at December 31, 2008, the Company’s BEV was determined to be $243.0
million; the fair value of the goodwill reporting units was estimated to be
$30.6 million, and the resulting value of $212.4 million represents the implied
fair value of the non-goodwill reporting units.    The BEV
of $243.0 million consists of the Company’s December 31, 2008 market
capitalization of $10.3 million plus the fair value of the Company’s debt of
$232.7 million.

      The
Company estimated the fair value of its long-term debt in accordance with SFAS
No.107, SFAS No. 157 and FASB Concepts Statement No. 7.  The majority
of the Company’s debt is

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Five

      variable
rate, as shown in the table below.  Based on the calculations, the
total fair value of the Company’s debt is $232.7 million.

                            (in millions)

                            Carrying Value

                            Fair Value

                            Variable
      Rate Debt

                            $191.6

                            $172.3

                            Fixed
      Rate Debt

                            $  65.5

                            $  60.4

                            Total

                            $257.1

                            $232.7

      Because
of unprecedented market conditions in the current global economy, the Company
considers that although the Company’s variable rate debt is designed to reflect
current overall market interest rates, it may not fully reflect the market
conditions in today’s economy.  The Company estimated the fair value
of its debt considering the Company’s current credit profile, current market
conditions (primarily the recessional condition prevalent in the global economy)
and current market interest rates for arrangements with similar terms and
conditions  Once the Company determined the estimated fair value of
the underlying debt using the aforementioned assumptions, it determined the
future cash flows of each arrangement based on their current contractual terms
then discounted those future cash flows using current estimated market rates and
conditions to determine the present value at December 31, 2008.  Using
the fair value of debt, the Company has concluded that its overall BEV appears
reasonable using approach described above.

      At
December 31, 2008, the Company is a party to an interest rate swap arrangement
which it entered into to limit its exposure on the variable rate debt due to
adverse interest rate changes.  The swap agreement expires in August
2010, at which time we anticipate entering into a new swap agreement, since the
term of the variable rate debt continues to August 2013. The fair value of the
instrument at December 31, 2008 was a liability to the Company of $3.8 million,
based on forecasts of interest rates over the remainder of the swap
term.  Changes in the fair value swap agreement are recorded to the
Company’s financial statements pursuant to the provisions of SFAS No.
133.  Pursuant to paragraph 13A of FAS 107, the Company did not
consider the fair value of the interest rate swap when determining the fair
value of the variable rate debt.

      In
accordance with paragraph 10 of SFAS 107, the Company will disclose the
estimated fair values  of its long-term debt above, and the methods
and assumptions used in the estimate, as noted above, in the Company’s report on
Form 10-K for the year ending March 31, 2009 (please see response to item no. 4
below).

                3.

                We
      note your response to prior comment no.3 and have the following
      comment.  Tell us the enterprise value for each of the reporting
      units included within the Content & Entertainment segment and Media
      Services segment.  Provide us with your “step two” measurement
      analysis of goodwill impairment.  Provide us with a summary of
      each reporting unit’s fair value
that

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Six

                totals
      to overall enterprise value.  Indicate how your valuations of