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                                  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

                                  JUNE 12, 2006
                        (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         (Commission File Number)         (IRS Employer
      jurisdiction                                         Identification No.)
    of incorporation)

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))


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ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On June 12, 2006,  Access  Integrated  Technologies,  Inc. (the "Company")
issued a press release announcing its financial results for the three months and
twelve months ended March 31, 2006.

      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 June 12,  2006,  announcing  Access  Integrated
          Technologies,  Inc.'s three  months and twelve  months ended March 31,
          2006 financial results.








                                    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:  June 12, 2006