UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
November 23, 2004
Via U.S. Mail and Facsimile
John Presley
President
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656
Re: American Access Technologies, Inc.
Registration Statement on Form S-3
File No. 333-120092
Filed October 29, 2004
Dear Mr. Presley:
We have reviewed your filing and have the following comments.
Please
note that we have limited our review to transactional matters.
Where
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 or may not raise additional
comments.
Please understand that the purpose of our review 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 on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Selling stockholders, page 6
1. Please revise the selling shareholder table to include a
"total"
line at the end of the table.
2. Please revise to include the required columns showing the
percentages owned before and after the offering.
3. If any selling securityholder is a broker-dealer, please
identify
it as such. Please note that selling securityholders who are
broker-
dealers must be identified as underwriters in the prospectus. For
selling securityholders that are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute the securities. If you are unable to make these
statements in the prospectus, the disclosure must state that the
sellers are also underwriters.
4. For every selling securityholder that is not a publicly owned
entity, please name the individuals who share beneficial ownership
of
the entity.
5. To the extent that any successor(s) to the named selling
stockholder wish to sell under this prospectus, please be advised
that you must file a prospectus supplement identifying such
successors as selling stockholders. Please revise your disclosure
to
state that a prospectus supplement will be filed in these
circumstances.
Information incorporated by reference, page 9
6. Revise your disclosure to specifically incorporate by reference
your Form 10-Q for the quarter ended September 30, 2004 and the
Form
8-K that was filed on November 5, 2004.
Closing comments
As appropriate, please amend your registration statement in
response
to these comments. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filing
or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please contact Amanda Gordon at (202) 942-1945 or Mark
Austin
at (202) 942-1884 with any questions this letter raises.
Sincerely,
Pamela Long
Assistant Director
cc: Joel Bernstein, Esq.
[via facsimile to (786) 513-8522]
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American Access
November 23, 2004
Page 2