[GRAPHIC OMITTED]





    Form 10KSB for AMERICAN ACCESS TECHNOLOGIES, INC. filed on April 2, 2001


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from ______________ to _____________

                       Commission file number: ___________

                       AMERICAN ACCESS TECHNOLOGIES, INC.
                       ----------------------------------
            (Name of small business issuer specified in its charter)

                           Florida                59-3410234
                           -------                ----------
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)

             37 Skyline Drive, Suite 1101, Lake Mary, Florida 32746
             ------------------------------------------------------
                    (Address of principal executive offices,
                               including zip code)

                                 (407) 333-1446
                                 --------------
                (Issuer's telephone number, including area code)

                             John Presley, President
                       American Access Technologies, Inc.
                          37 Skyline Drive, Suite 1101
                               Lake Mary, FL 32746
                                 (407) 333-1446
       ------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

<PAGE>



                Securities registered under Section 12(b) of the
                                 Exchange Act:

                                            Name of each exchange
                Title of each class          on which registered
                       None                         None

                Securities registered under Section 12(g) of the
                                 Exchange Act:

Common   Stock, $0.001 par value per share (Title of Class)

Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for the fiscal year ended December 31, 2000 were
$5,271,453.

The number of shares outstanding of the issuer's common stock as of March 30,
2001 was 4,742,447 shares. The aggregate market value of the common stock
(3,959,992 shares) held by non-affiliates, based on the closing price ($1.90) of
the common stock as of March 30, 2001 was $7,523,985.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]




<PAGE>



         This Annual Report on Form 10-KSB (the "Report") may be deemed to
contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements in
this Report or hereafter included in other publicly available documents filed
with the Securities and Exchange Commission (the "Commission"), reports to the
Company's stockholders and other publicly available statements issued or
released by the Company involve known and unknown risks, uncertainties and other
factors which could cause the Company's actual results, performance (financial
or operating) or achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by such
forward-looking statements. Such future results are based upon management's best
estimates based upon current conditions and the most recent results of
operations. These risks include, but are not limited to, the risks set forth
herein, each of which could adversely affect the Company's business and the
accuracy of the forward-looking statements contained herein.

ITEM 1. DESCRIPTION OF THE BUSINESS

GENERAL

         American Access Technologies, Inc. manufactures patented zone cabling
enclosures for the telecommunications industry, enabling businesses and
government to Move, Add, and Change copper and fiber optic cabling to keep pace
with changes in high-speed communications networks. Our ceiling and raised floor
cabinets, and our systems furniture panels, can save up to 70% of the cost to
reconfigure office and school data centers and networks by eliminating excessive
wiring and rewiring in traditional home run arrangements.

         Our wholly-owned subsidiary, Omega Metals, Inc., continues to
manufacture zone cabling cabinets along with other metal fabricating jobs,
ensuring quality and cost control. The ability to powder coat metals is also now
available at our plant, as we completed installation in March 2000 of a
state-of-the-art powder coating system. We also acquired in the fourth quarter
of 2000 a Vertical Milling Machine and a Strippit Machine to aid in punching,
stamping and fabricating metal. These new machines represent a significant
increase in the factory capacity. Currently, one existing employee operates both
machines.

         We created two subsidiaries in 2000, registered with the Florida
Secretary of State. AATK.com, LLC was formed February 2, 2000 as a joint venture
with Vulcan Microsystems, Inc., and Grovegate Capital, LLC to create a
Business-to-Business e-commerce portal. We owned 76%, Vulcan owned 19% and
Grovegate owned 5% of the joint venture. The relationship with Vulcan
disintegrated, resulting in litigation. Because we believed the concept was
still viable, we built our own web presence with an in-house technology team,
and Zonecabling.com, Inc. was incorporated as a subsidiary on May 4, 2000. We
determined that marketing our products in this manner competed with our
traditional marketing methods. Currently, this subsidiary is subject to a
Management with Option to Purchase Agreement with a former major
stockholder/officer/director and its role is being evaluated. If the option to
purchase the subsidiary is exercised before the expiration of the agreement on
December 31, 2002, the Company would receive $500,000 under the terms of sale.

         We have expanded our proprietary line of products, and have entered
into private labeling agreements with several manufacturers, for which we custom
design products to their specifications, serving as an Original Equipment
Manufacturer, or label our standard and modified products to suit these
customers' needs.

         American Access has been approved as a vendor for government services
contracts. As an approved vendor, we will be able to sell our products for
network applications at the federal level.

         We are in talks with another corporation in the telecommunications
equipment industry with a view towards a corporate combination, pending
completion of due diligence, resolution of financial and management issues, and
shareholder approval. Accordingly, there can be no assurance that the
combination will be completed.


                                       1
<PAGE>

HISTORY OF THE COMPANY

         American Access founder, Victor E. Murray, began working in the
electrical, cable and industrial supply business in 1945, forming strong
relationships with electrical engineers, electrical contractors, municipalities,
power companies and distribution companies, leading to opening his own company
in 1977.

         Murray seized an opportunity to evaluate industry needs after the
break-up of the AT&T monopoly, when thousands of technology, service and
equipment companies began to develop revolutionary telecommunications products
and services. Simultaneously, the computer industry rapidly evolved, creating
even more opportunities.

         Murray decided to specialize in wire management for Voice, Data, Fiber
Optic, CCTV and CATV applications. With the birth of new and revolutionary
high-speed telecommunications technology and equipment, wiring and wire
management would become a critical part of telecommunications. American Access
has gained a reputation as one of the top agencies in the field of wire
management, having consulted on, designed and supplied product for a wide range
of building projects throughout the world.


THE COMPANY'S BUSINESS

         Businesses in 2001 strive to get and stay connected, with faster and
faster access to the Internet, and more ways to communicate through computers,
voice and video. American Access develops solutions to open office architecture,
routing high speed and cost effective telecommunications equipment into and
through office buildings, hospitals, convention centers, schools, hotels,
entertainment and theme parks, government buildings, and industrial complexes.
As the need increases for high-speed communications in the work place, the
streamlined distribution of cables and wires that carry that information is also
important. Called zone cabling, because cables are routed into specific areas as
needed, our cabinets conveniently house all equipment in the ceiling, raised
floors and in modular furniture. This dedication to providing total and flexible
cabling solutions places the company at the forefront of the telecommunications
cabling industry.


         Industry leaders have realized the need for new and faster cabling
methods and equipment. These companies, industry associations and individual
experts have joined together to create revolutionary standards. Companies such
as Lucent Technologies, Sun Microsystems, Ortronics, AT&T, Krone, Belden,
Siecor, Hubbell, Leviton Telcom, Superior Modular Products and American Access
Technologies, Inc., have joined with various organizations that set industry
standards. Together we are developing and introducing innovations in
wire/cabling design and routing. This alliance provides for efficient
transmission of telecommunication signals into the zone in which it is needed.
The method of zone cabling is called Open Office Architecture.

         Open Office Architecture is endorsed under Telecommunications Systems
Bulletin 75, by the American National Standards Institute, the Telephone
Industry Association and the Electrical Industry Association. The purpose of
this design is to locate the bundled cables closer to the individual
workstations.


THE COMPANY'S PRODUCTS

         The American Access product line capitalizes on the need for zone
cabling solutions. Our cabinets provide efficiency and flexibility, and are the
only fire-rated and Underwriter's Laboratories approved systems in the industry.

         In 1996, the company consulted with many of the leading
telecommunications specialists and engineers and all were in agreement. No one
had developed a device that met all of the industry standards and could
effectively and efficiently be used to house and route telecommunications cables
and wiring. However, some sort of device was absolutely required to complete the
Open Office Architecture design. American Access Technologies, Inc. researched
and verified that no such enclosure existed. In fact, such research indicated
that no one was even developing such a zone device.

                                       2
<PAGE>

         We designed an enclosure to house and distribute telecommunications in
equipment in buildings. This enclosure is called a Zone Cabling Termination
Cabinet. We currently hold a Utility Patent issued June 15, 1999, for this
cabinet that may be installed above the ceiling, on or in the wall or in the
floor structure. The ceiling unit fits into the suspended ceiling, providing
easy access to the brain of the telecommunications system. Less cable is used.
Installation is easier and quicker, causing fewer disruptions and down time for
office workers. The floor unit provides the same solution in a floor
installation. The EthoCom system provides the same solution in modular office
furniture.

         The company believes its products are the only enclosures manufactured
that can function to efficiently house telecommunications cables, distribute
wiring to workstations, and store unused cabling until it is needed, while
complying with all industry and government guidelines, standards and
regulations. The cabinets can be used for any and all low voltage wiring systems
including but not limited to voice, data, video, building controls, security,
and fire/life/safety wiring systems. The cabinet was designed to accommodate all
manufacturers' equipment including various panels as well as fiber optic cables.

Product Application

         The cabinet will reduce the amount of wire running from the workstation
to the telecommunications closet. The wiring will now run from the workstation
to our cabinet, which is readily accessible through the ceiling grid system, a
raised floor panel, or through a panel in modular furniture. The cabinet is
designed to accommodate all of the newly developed Open Office Architecture
wiring equipment and distribution connections. This enclosure is mounted in a
standard 2 ft. x 4 ft. or 2 ft. x 2 ft. ceiling grid system or raised floor
system, and is physically attached to the building structure to support the
weight of the equipment installed within the enclosure. The equipment is reached
through a door that opens from below the ceiling or above the floor for easy
maintenance, installations and changes. We have also designed a system
compatible with modular office furniture, allowing systems to be reconfigured in
an office environment as needed. Specially trained, highly-paid technicians will
no longer be required to make those changes when systems grow or are
reconfigured. The new equipment just plugs in, creating less down time and less
loss of productivity. Cables are easily re-routed and reused. Less cable is
used, reducing the cost of materials and labor. Money is saved with the initial
installation and when systems are changed.

         The cabinets make better use of telecommunications closets, reducing
the mass of cables to be run throughout the building. Building owners are then
provided more usable space that generates rent.

Product Standards

         The standards, regulations and various industry association guidelines
are very specific. They address the components of the product, the product
itself, the installation, and every aspect that may affect the safety of people
or property, including:

<TABLE>
<CAPTION>
<S>     <C>

o        wire and cable lengths and widths, the minimum and maximum allowed.
         For example, to wire for a telephone system, the maximum main cable
         length is 800 meters;
o        ability of the product to withstand heat and fire damage;
o        markings. Each enclosure must be marked with the manufacturer's name,
         trademark, or other descriptive marking. An enclosure may also be
         designated with environmental ratings, such as rainproof, watertight,
         corrosion-resistant and dust-tight;

o        number of cables needed to run from the telecommunications closet to
         the workstation;

o        voltage and grounding concerns; and

o        the ability of the product to function as advertised.
</TABLE>

         We believe that our Zone Cabling Termination Cabinet is the only
product that meets the standards and requirements of the telecommunications
industry, including the Building Industrial Consulting Services International
(BICSI), National Electric Code regulations NEC 300-22 B & C, American National
Standards Institute/Telephone Industry Association/Electrical Industry
Association publication 568 A, as well as the Zone Cabling guidelines as
specified in the Telecommunications Systems Bulletin - TSB 75. This product is
the only product that has been tested by Underwriter's Laboratories for this
application. Therefore, Underwriter's Laboratories has assigned this product to
a new category listing. This listing is identified as UL 1863,
Telecommunications Cabinets. In conducting product tests, Underwriters
Laboratories lists, classifies, or recognizes products for their ability to
perform as designed. A UL listing is the highest category a product can achieve,
implying that as tested, all components of the product work as expected. Our
products achieved this highest level after testing.

                                       3
<PAGE>

 Product Development

         As the company identified the specific product needs of the
telecommunications industry, products were developed to meet these needs. The
products assist equipment manufacturers in marketing their own products.

         The company's first design was a low-voltage Zone Cabling Termination
Cabinet which mounts within the ceiling grid system. The company developed
accessory equipment to permit cable penetrations and maintain fire-rating.

         The second phase was to develop a cabinet that serves as a termination,
distribution or consolidation point within a raised floor data center.

         The third phase includes a high-voltage termination cabinet that mounts
into the ceiling grid system to house active electronics, including computer
hubs, routers and switches. This unit accommodates fiber optics as well as
conventional copper wiring.

         The fourth phase houses a cabinet inside select modular office
furniture.

         Currently, we are expanding our proprietary products, offering smaller
units and customizing existing units for private label customers.

         There can be no assurance that any new products will be successfully
developed or marketed.

Intellectual Property

         On September 24, 1996, we filed with the United States Department of
Commerce, Patent and Trademark Office application for patent, pending No.
08785006, for Zone Cabling Termination Cabinet and Communications Cable
Interconnection Apparatus and Associated Method for an Open Office Architecture.
The utility patent application contained approximately 67 various claims
associated with zone cabling techniques. On April 26, 1998, the Patent and
Trademark Office approved the patent for the cabling termination cabinet. Patent
No. 5,911,661 was issued on June 15, 1999. On June 5, 1998 the company was
informed that the patent was approved for a communication cable interconnection
apparatus and associated method for Open Office Architecture. Patent No.
5,842,313 was issued on December 1, 1998. As a continuation of Patent No.
5,911,661, on September 5, 2000 Patent No. 6,112,483 was issued for
Communications Cable Interconnection Apparatus and Associated Method for an Open
Office Architecture.

         American Access has made a formal filing under the Patent Cooperation
Treaty, Paris, France. The National Phase Entry is completed. The company has
applied for and our Patent is pending for our Communications Cable
Interconnection Apparatus and Associated Method for an Open Office Architecture
in Australia, Canada, China, Europe, Mexico and Japan.

MANUFACTURING AND SALES, OMEGA METALS, INC.

         We have developed all of our products utilizing computer assisted
design drawings (CADD). Master copies of our products are safeguarded at the
home office and certain copies are available to outsource firms. On November 12,
1998, the company acquired all the outstanding common stock of Omega Metals,
Inc.(Omega), in exchange for 226,470 shares of the company's common stock. Omega
has been a manufacturer of various products used in the telecommunications
industry.

                                       4
<PAGE>

         Omega is a precision sheet metal fabrication and assembly company
located in Northeast Florida midway between Jacksonville and Gainesville. The
company was established in 1981, serving a diverse client base of over 300,
including engineering, technology and electronic companies, mostly in the
Southeastern markets. Clients include CSX Railroad and the U.S. military.

         Omega Metals, Inc. operates from its 67,500 sq. ft. manufacturing
facility situated on 8 1/2 acres of land that it owns. The manufacturing process
is run by a state-of-the-art computer control system. Manufacturing services
include precision stamping, bending, assembling, painting and silk screening.
Quality control at Omega Metals is based on the Department of Defense military
standard MIL-1-45208A. Inspection equipment is strictly maintained to assure
consistent quality.

         In March 2000, our new powder coating system began operations. The
powder coating system imparts the highest quality finish to fabricated metal.
Diversified facilities and equipment allow Omega to handle a broad range of
customer requirements. Strict attention to quality assures our customers of
consistent production and conformity to their specific requirements.

         We also acquired in the fourth quarter of 2000 a $100,000 Mazak
Vertical Milling Machine, which is computer-controlled and has a capacity of 48"
in the X direction and 24" in the Y direction, and a $400,000 Strippit Machine,
which is a precision computer controlled punching machine used to produce
components, electronic chassis and metal cabinets. This Strippit has a capacity
of 60" in the Y direction and 120" in the X direction. These new machines
represent a significant increase in the factory capacity. One employee
concurrently operates both machines, also a savings in labor costs.

         In August, 1999, we acquired the assets of Genco, Inc., a manufacturer
of generator covers. However, since our focus has shifted toward production of
our proprietary zone cabling cabinets as the demand grows, we no longer solicit
orders for Genco.

         Omega's manufacturing capacity, (including AATK), has grown about 4 1/2
times after the expansion. The manufacturing capability is not limited to only
precision metal fabrication. On site state of the art high-tech surface coatings
such as iridizing, powder coating, silk screening and specialized production
painting are also available.

           Omega will continue to operate as a wholly-owned subsidiary with
sales and manufacturing intact. In 2000, a clean room powder-coating operation
and expanded office space had been completed. The capital cost to complete this
expansion was funded from cash flows and working capital.

          Omega markets its services through two sales representatives who are
independent contractors covering the Eastern United States. Omega's vice
president of sales works in the field, calling on and developing accounts.


SALES AND MARKETING

         Our efforts indicate that the telecommunications industry is beginning
to promote zone cabling as a means to distribute fiber and short runs of
enhanced copper. This new cabling architecture provides the LAN broader band
width, increased speeds, and reduced costs associated with moves, adds, and
changes (MACs).

                                       5
<PAGE>

         Although our previous marketing strategy had focused on "channel
distribution" whereby distributors entered partnership programs to stock
products in regional warehouses and to promote that product through the
distribution channel, we have expanded this focus to include our own sales
professionals in the development of sales through independent rep firms and in
soliciting jobs at the design phase. Our sales managers, now in place, are
making joint calls with the independent rep agencies on Value Added Resellers
and corporate accounts. We are also soliciting large corporations that desire
our products and are negotiating private label agreements. We have signed
several of these agreements for both private label and custom design work.
Additionally, we have utilized the services of SmartNetworks, a Virginia-based
company that is assisting us in securing federal government contracts for the
purchase of our proprietary products. We have begun to participate as guest
speakers in regional sales meetings for telecommunications network installers
and in national conferences, such as the BICSI Winter Conference. By sharing our
message with decision-makers in the industry, we believe recognition and
acceptance for zone cabling will fuel our marketing efforts.

         Concurrently, Omega Metals utilizes two manufacturers' representatives
who are independent contractors to generate sales. We have also directed the
inside sales managers for our proprietary products to expand what they sell,
offering metal fabricating services to the clients on whom they call for zone
cabling. Omega's vice president of sales coordinates the rep-driven system, and
with our reps makes calls on the end users of metal fabrication. Some accounts,
which have been developed in house, have been retained by Omega.

         We also sought to expand our sales tools with the creation of our
Business to Business e-commerce site, whereby the infrastructure designer or
engineer can plan a project and log on to order a portion of, or all of a system
at a price allowing a competitive edge in presenting the plan to an end-user.
Currently, our marketing resources are being spent in other areas that we
believe will net results more quickly than the e-commerce site, Zonecabling.com,
Inc. On March 27, 2001 we executed an agreement with a stockholder and former
director/officer for the management of the site with an option to purchase it
for $500,000. With the advent of this agreement, we will re-engineer our
approach to and the viability of online marketing for our products. The
agreement expires December 31, 2002.

         American Access has developed a comprehensive informational CD, which
is sent to engineers, reps, consultants, project designers and anyone in the
telecommunications industry with an interest in our products. The CD can also be
shown on a laptop computer by our managers and reps presenting our products to a
prospective customer. We also use several brochures to assist in marketing.
These pieces range from one page to an eight page full color product and
application brochure. We also maintain a World Wide Web site for the casual
visitor, telecommunications expert, and the investor. All of these
marketing/media materials provide company information, product information,
engineering specifications, drawings, application for use, installation
instruction, and features and benefits tailored to each individual market need.
Additionally the World Wide Web site provides marketing support materials that
can be downloaded and printed at individual locations throughout the world.
Questions and answers can be transmitted via e-mail feedback capability, query
analysis for tracking of inquiries, lead generation for the distributors,
distribution of marketing materials to end-users not normally addressed by the
individual distributors.

         The largest and most recognized telecommunications training and
certification organization (BICSI) is currently using the ZCTC line of products
as an integral part of its Zone Cabling Training and Certification course.

         The company is participating with its business partners in trade shows
as a component in their individual booths and hospitality suites. Also, the
company individually participates in select trade shows and distributors' forums
each year.

         The end users of our products contract with specialized, BICSI
Certified Registered Communications Distribution Designers (RCDD), qualified
engineers and contracting firms. These specialists design, specify, purchase and
install cabling of all types, switches and all other telecommunications
equipment as required by the end user. All product purchases are made through
authorized distributors with the exception of certain companies who can purchase
extremely large quantities as a private label type product.

         We believe the market potential is enormous for new installation and
for refurbishing existing Zone Cabling Termination Cabinets and that the
partnering for private labeling and government sales will enhance our position
in the industry.

Distribution and Sales

         American Access Technologies maintains authorized distributors that are
providers of integrated cabling and network solutions that support business
information and network infrastructure requirements. These distributors team
with customers to implement network solutions by combining a variety of
customized pre- and post-sale services, products from the world's leading


                                       6
<PAGE>

manufacturers. Our authorized distributors include: Accutech, Anixter,
Best Communications, Branch Datacom, CED Electric, Coleman's, Communications
Supply Corp., Core Data Comm, Energy Electric, Englewood Electric, GE Supply,
Graybar, Hughes Supply, Kent Datacom, LiteComm Supply, Madison Electronics,
Platt, RESOURCElectronics, Rexel/CCW, State Electric, Southern Distribution and
WESCO Distribution. Additionally, American Access Technologies has partnered
with modular furniture manufacturer Herman Miller, Inc. for distribution of the
Ethospace zone cabling unit housed in select Herman Miler modular office
furniture systems.
         We are currently specified as an approved vendor through SmartNetworks
in government service contracts, and are actively soliciting inclusion in
federal government projects.

COMPETITION

         The market for telecommunications products is highly competitive and
subject to rapid technological change, regulatory developments and emerging
industry standards. The company believes that the principal competitive factors
in its markets are conformance to standards, reliability, safety, product
features, price, performance and quality of customer support. There can be no
assurance that the company will compete successfully in the future with respect
to these or other factors.



REGULATION OF THE COMPANY'S BUSINESS

         Markets for the company's products are characterized by the need to
meet governmental and industry standards. In the U.S., the company's products
must comply with various regulations established by the Federal Communications
Commission and Underwriters Laboratories, as well as standards established by
Bell Communications research and local building codes. The ZCTC has been
approved by Underwriters Laboratories for low voltage communications and meets
or exceeds the national electrical code requirements when used with appropriate
fire foam kits in association with cable access penetration models

         The company maintains membership in trade organizations such as the
Telecommunications Industry Association, International Association of Electrical
Inspectors and Building Industrial Consulting Services International.


RISK FACTORS

         This report may be deemed to contain forward-looking statements within
the meaning of the Reform Act. Forward-looking statements in this report or
hereafter included in other publicly available documents filed with the
Commission, reports to the company's stockholders and other publicly available
statements issued or released by the company, involve known and unknown risks,
uncertainties and other factors which could cause actual results, performance
(financial or operating) or achievements to differ from the future results,
performance (financial or operating) or achievements expressed or implied by
such forward-looking statements. Such future results are based upon management's
best estimates based upon current conditions and the most recent results of
operations. These risks include, but are not limited to, risks set forth here,
each of which could adversely affect the company's business and the accuracy of
the forward-looking statements contained in this report.



FINANCIAL RISK


Reliance on Affiliates As Source of  Business

         Alliances with telecommunications companies such as Lucent
Technologies, Ortronics, Amp, Belden, Krone, Bay Networks, and 3 Com, have
enhanced American Access' position in the industry. Additionally, our private
label agreements will broaden our distribution in the marketplace. However,
there are no guarantees these affiliations will be permanent. Alliances may
switch over to future competition or terminate for other reasons, which may
adversely affect the company.

 Reliance on Distributors

         The company relies upon distributors for a large portion of gross
revenues. If one or more of these customers were to cease doing business with
the company, it could have a material adverse effect on the company's business.


                                       7
<PAGE>

GENERAL BUSINESS OPERATIONS RISKS

Short Operating History

         We were incorporated in October 1996 and have a limited operating
history from which to evaluate our business prospects. Our operating history in
the future will be subject to all of the risks and uncertainties inherent in the
development and maturation of a business. We have only owned Omega Metals since
November 1998.

Our Products may not be commercially successful

         To date, we have only sold limited amounts of our products in the
commercial marketplace. We will have to sell our products in greater numbers in
order to be successful. However, we may not be able to generate sales of our
products in increasing numbers due to several reasons, including the possibility
that potential customers will not see the advantage of using our products over
the traditional way of cabling telecommunications products.

Our markets are highly competitive

         The telecommunications industry is highly competitive, with several key
players. It is also subject to rapid change and sensitive to new product
introductions or enhancements and marketing efforts by industry participants.
Competitors may be developing technologies or products which may be similar or
superior to our. These competitors may have a better ability to market their
products.

         To effectively compete, we need to continue to grow our business and to
generate greater revenues. This will allow us the resources to develop new
products in response to new technology and to meet customer demands in a broad
distribution channel. We cannot assure that we will be able to grow sufficiently
to compete effectively in this marketplace.

We have had a history of operating losses

         We incurred net losses of approximately $2,034,000 in 2000 and
$1,678,000 in 1999. Our expenses are currently greater than our revenues. Our
ability to operate profitably depends on increasing our sales and achieving
sufficient gross profit margins. We cannot assure you that we will operate
profitably.


Competitors may copy our products

         Although we have received patents in the United States on aspects of
our products, this may not prevent competitors from developing products
substantially equivalent to ours. Patent litigation entails high costs and can
take a long time. Therefore, our patent position may not prevent competition.

                                       8
<PAGE>

SECURITIES RISKS

Market price could fall

         If our stockholders sell substantial amounts of our common stock,
including shares issued upon the exercise of outstanding warrants in the public
market, the market price of our common stock could fall.

Exercise of stock options and warrants will result in dilution

         We have a substantial number of stock warrants and options outstanding,
each of which is exercisable to purchase one share of common stock. If all the
warrants and options are exercised, the interest of holders of common stock
would be subject to substantial dilution.

Potential lack of liquidity

         Our common stock trades on the NASDAQ as a Small Cap stock with a small
float. Stocks trading as Small Cap issues with thin floats generally attract a
smaller number of market makers and a less active public market and may be
subject to significant volatility.

Pending Litigation

        We are the defendants in 3 items of litigation for which it is not
possible to determine the outcome with any degree of certainty.

ITEM 2. DESCRIPTION OF PROPERTIES

         The company maintains offices at 37 Skyline Drive, Suite 1101, Lake
Mary, FL 32746. The 10,472 square feet of office space is leased for 4 years,
expiring May 30, 2003, at a rent of $9,983.31 per month. Management of the
company believes that the terms of its lease are at least as good as may be
obtained from an unaffiliated third party.

         Omega Metals operates from its 67,500 sq. ft. manufacturing facility
situated on 8 1/2 acres of land that it owns in Northeast Florida, midway
between Jacksonville and Gainesville.

ITEM 3. LEGAL PROCEEDINGS

         The company is involved in litigation precipitated by the fall of the
price of common stock in August, 1999 that could potentially develop into a
class action. The suit was filed in United States District Court, Eastern
District of New York, originally on September 22, 1999, and amended in February
2000. Plaintiffs Rachel Bass, Yuri Gurarity, Sol Gingold, Don Nagy, Marilyn
Lesser-Gale and John Guida allege in the Amended Complaint that the defendants,
primarily Capital International Security Group and its principals, Grovegate
Capital Partners, LLC, and its principals, Bridge Bank and its principals, and
American Access Technologies, Inc., and its principals participated in a
conspiracy to inflate the price of the Company's common stock for the purpose of
allowing "insiders" to enrich themselves by selling personal holdings at the
inflated price. Plaintiffs believe they were injured in an amount in excess of
$30 million and seek treble damages and special compensatory damages with
interest. The Company denies not only any wrongdoing, but most of the material
factual allegations as well, and intends to vigorously defend this case. On
March 29, 2001, we were notified by our attorneys that the judge has moved the
venue to federal district court in Orlando, Florida. To date, the Company has
paid for legal services as incurred, which includes the advancing of any legal
fees for indemnification of defendants who are principals of the Company.
However, there is no guarantee that expenses for indemnification of Company
principals will not occur in the future. Company defendants have signed Conflict
Waivers and Undertaking to Repay Expenses for Defense for indemnification under
Florida Statutes Section 607.0850(6).

                                       9
<PAGE>

         American Access Technologies, Inc. on September 14, 2000 was served as
a defendant in a lawsuit filed by Vulcan Microsystems, Inc., in the Circuit
Court of the Eleventh Judicial Circuit for Miami-Dade County Florida. Vulcan
alleges that American Access breached the terms and committed other misdeeds in
connection with the companies' letter of intent to establish a joint venture to
engage in e-commerce. Vulcan is seeking in excess of $15,000 damages. American
Access intends to vigorously defend its position and has filed a counterclaim
against Vulcan and its principals Eric Gray and Bill Wetmore to include damages
in excess of $15,000. We allege that Vulcan, Gray and Wetmore breached the terms
of the letter agreement and committed other misdeeds in connection with the
joint venture.

         American Access at March 15 has filed suit in Seminole County Circuit
Court, 18th Judicial Circuit, against McLean Ventures LLC, and personal
guarantor Manuel Iglesias, for default in payment of a promissory note of
$325,000, with accrued interest in excess of $36,000 at December 31, 2000. We
are seeking full repayment of the note. The original promissor, Universal
Beverages Holding Corp., Inc., assigned its obligations with written consent of
the Company, after the Company filed a lawsuit for default of the original note
of $500,000 plus accrued interest. Although McLean paid the accrued interest and
a portion of the principal at assignment, its obligations were in default at
October 31, 2000. The Company is negotiating a settlement agreement with McLean
and the note's guarantor. However, this note is reserved for the full amount
owed.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During the quarter ended December 31, 2000, the Company's stockholders
did not adopt any resolutions at a meeting or by written consent.

         At June 20, 2000, shareholders at the annual meeting approved five
proposals. The slate of directors for the following year was ratified, although
at December 31, 2000 outside directors Jack Cooney and Stephen Albee resigned
due to other commitments. On January 14, Steven Robinson and William Hadaway
were appointed by the Board of Directors to replace Mr. Cooney and Mr. Albee.
Shareholders also approved increasing the shares of common stock outstanding
from 10 to 30 million, approved the financing arrangement under a private
placement agreement with Crescent International, and approved the 2000 Employees
and the 2000 Directors Stock Option plans.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock

         The company's common stock is listed for trading on the NASDAQ
Stock Exchange (Small Cap: AATK) maintained by the National Association of
Securities Dealers under the symbol "AATK." The Company's Common Stock has a
limited trading history and has only been quoted on the NASDAQ since April 13,
1999. From August 1997 until April 13, the stock traded on the OTC Bulletin
Board.

         The following table sets forth quotations for the high and low bid
prices for the company's common stock for the periods indicated below:

<TABLE>
<CAPTION>
                                      Year Ending                            Year Ending
                                    December 31, 1999                      December 31, 2000
                                      High     Low                            High     Low
<S>                                  <C>     <C>                            <C>       <C>
1st Quarter                          $21.50  $17.25                         $17.00    $5.75
2nd Quarter                          $22.75  $17.5625                       $13.25    $3.375
3rd Quarter                          $18.875 $ 6.00                         $ 9.50    $4.00
4th Quarter                          $ 8.25  $ 4.25                         $ 5.00    $1.156
</TABLE>

         The above represents inter-dealer quotations which do not include
retail mark-ups, markdowns, or commissions, and do not necessarily represent
actual transactions. Approximately 2,301 investors held the company's common
stock as of March 15, 2001. No dividend has been declared or paid by the company
since inception. The company does not anticipate that any dividends will be
declared or paid in the future.


                                       10
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

         American Access was formed in October 1996 to acquire the assets of Vic
Murray and Associates, Inc. American Access purchased VMA to obtain the pending
patent for the Zone Cabling Termination Cabinet, which the company has since
developed and marketed.

         Shortly after the acquisition of VMA, American Access decided to
discontinue the operations and business activities of VMA, which was a
manufacturer's representative of various products. Today, we develop, design,
and manufacture products for the telecommunications industry. Our cabling
cabinets store and efficiently distribute the wiring for computer, telephone,
and television systems installed in office buildings, hospitals, schools,
convention centers, and any building that needs an efficient system to route
information.

         In November 1998, American Access acquired Omega Metals, Inc., a
precision sheet metal fabrication operation, which has and will continue to
provide product prototyping, manufacturing, assembling and packaging operations
to the company. Omega operates as a wholly owned subsidiary with sales and
manufacturing intact. The 67,500 sq. ft. plant is actually divided into two
facilities, one that manufactures American Access products and one that houses
all other manufacturing jobs.

         The company also acquired in August, 1999 the assets of Genco, Inc., a
manufacturer of generator covers. In June 2000 we decided to no longer pursue
Genco-related orders, earmarking the Genco manufacturing space for the
manufacture of our proprietary zone cabling cabinets. Accordingly we wrote off
the remaining goodwill. A powder coating system was added at the expanded plant,
to facilitate custom coating jobs for both our zone cabling cabinets and other
metal fabricating projects.

         The company also in January 2000 entered into a letter agreement with
Vulcan Microsystems, Inc. and Grovegate Capital LLC. for the creation of a joint
venture, AATK.com LLC., in which Vulcan would contribute its expertise in
building a state-of-the-art Business to Business e-commerce portal that would
facilitate the distribution of zone cabling products and other manufacturers'
products used in telecommunications projects. Grovegate Capital was the
investment banker that introduced the parties. The relationship deteriorated
into litigation, and the Company subsequently formed the subsidiary
Zonecabling.com, Inc., hiring in-house information technology personnel to build
the site.

         A new awareness of the benefits of zone cabling in the
telecommunications industry has prompted the Company to negotiate private label
agreements with established solutions providers. We are beginning to generate
orders from the earlier agreements, and continue to seek new partners for
private labeling. We are also actively pursuing inclusion in federal government
projects through our distributors.

         The following discussion and analysis should be read in conjunction
with a discussion about risk factors and the consolidated financial statements
of the company, included elsewhere in this report.

                                       11
<PAGE>

RESULTS OF OPERATIONS

Revenues

         Revenues for the year ended December 31, 2000 increased by $23,770 to
$5,271,453 as compared to $5,247,683 for the year ended December 31, 1999. Sales
of zone cabling termination cabinets increased by $491,047 and sales of formed
metal decreased by $467,277 in 2000 compared to 1999. The decrease in formed
metal sales is attributed to cancellations and fewer new projects pursuant to
the slowdown of the economy.

Costs and Expenses

         Direct costs for the year ended December 31, 2000 represented 48.7% of
revenues. For the year ended December 31, 1999 these costs represented 43.8% of
revenues. The increase is due mainly to the generator enclosures built in 2000
over 1999. The margin on this item is much smaller than on zone cabling
cabinets. With this business becoming less of a factor in our overall volume and
zone cabling cabinets increasing, this percentage should drop.

         Compensation and related benefits expenses increased by $309,935 to
$1,444,437 for the year ended December 31, 2000. These costs totaled $1,134,502
for the year ended December 31, 1999. This increase is due primarily to the
additions of a sales and marketing staff and of a full time Controller.

         Selling, general and administrative expenses for the year ended
December 31, 2000 amounted to $2,392,467. This was a decrease of $309,238 from
the December 31, 1999 amount of $2,701,705, which was the result of various
cost-cutting measures.

Income (loss) from Operations

         Loss from operations for the year ended December 31, 2000 decreased
$149,794 to $1,353,653 as compared to $1,503,447 for the year ended December 31,
1999.

Net Income (Loss)

         Net loss for the year ended December 31, 2000 increased $356,210 to
$2,033,793, as compared to $1,677,583 for the year ended Decmber 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash [used] by operating activities was [$1,195,401] and
[$1,201,041] for the years ended December 31, 2000 and 1999 respectively. Net
cash [used] by operating activities during the year ended December 31, 2000
primarily consisted of net losses, increases in accounts receivable, inventories
and decrease in accounts payable, offset by depreciation, amortization,
provision for uncollectible notes, loss on impairment of assets and warrants
issued for services. Net cash [used] by operating activities during the year
ended December 31, 1999 primarily consisted of net losses, increase in accounts
receivable, inventories and prepaid expenses, offset by depreciation,
amortization, common stock and warrants issued for services, realized/unrealized
losses on investments and increase in accounts payable.

         Net cash provided [used] by investing activities for the year ended
December 31, 2000 was [$6,417]. Funds received were from sale of investments
and payment of notes receivable offset by increase in notes receivable and
property and equipment acquisition. In the preceding year ended December 31,
1999, net cash provided by investing activities was $408,407. Funds provided
mainly consisted of sales of investments of $1,791,871 less amounts used for the
acquisition of property and equipment totaling $1,354,610.

         Net cash provided by financing activities was $887,657 for the year
ended December 31, 2000, and $868,967 for the year ended December 31, 1999. In
the year ended December 31, 2000, the company received proceeds of $1,573,885
from the sale of common stock and warrants. The company utilized $73,812 to
repay a line of credit and $612,416 to acquire treasury stock. For the year
ended December 31, 1999, the company received proceeds of $1,973,000 from the
sale of common stock. The company utilized $222,190 to reduce the line of credit
and $881,843 for the purchase of treasury stock.


                                       12
<PAGE>

         The company's operating and capital requirements in connection with its
operations have been and will continue to be significant. Based on its current
plans, the company anticipates that revenues earned from product sales will be
the primary source of funds for operating activities. In addition to existing
cash and cash equivalents, the company may rely on bank borrowing or the
exercise of existing warrants to meet its basic capital and liquidity needs for
the next 12 months. Additional capital is being sought to fund the expansion of
our product line and marketing efforts, which may also include bank borrowing or
a private placement of securities. Our current private placement agreement with
Crescent International expires in August 2001. Currently, some terms of the
agreement concerning liquidity and average price per share are not being met.
Until these terms are met, funds under this agreement are unavailable.

         Management's plans include the following:

o        Although sales of zone cabling products more than doubled in 1999, over
         1998, and increased by about 33% in 2000, the company posted a net loss
         in 2000 that we attribute to an inadequate sales and marketing effort;
         expenses associated with building the e-commerce site; reserves taken
         for a note receivable now in default, the impairment of the Genco
         operation goodwill, and a system of compensation by stock and warrants
         for services by non-employees. We have already made changes in
         operations to rectify our net loss.
o        The company has revamped its sales strategy. Our new team of sales and
         project managers, coordinated by a vice president of sales, spend more
         field time working as support for our distributors, Value Added
         Resellers, and end-users. We are making more direct calls on large
         corporations for private labeling and in conjunction with expansion
         projects they may have planned. We found that our distributors and
         end-users knew little about the value of using our products, so we put
         a premium on educating our team and our representatives in the merits
         of zone cabling. We realize that our competition is actually the old
         way of doing things'. Part of our new strategy is education about the
         benefits of zone cabling over traditional home run cabling. This
         includes participating as guest speakers at regional and national
         conferences. Additionally, our sales and project managers are beginning
         to cross-sell other metal fabricating jobs .
o        We have put an emphasis on private labeling for other innovative
         companies that see the value in our products but would prefer to market
         then under their own names. We have signed agreements with some large
         and well-respected telecommunications companies, and other agreements
         are pending.
o        The company has streamlined accounting procedures.
o        We have entered into an agreement for the management of with an option
         to purchase our e-commerce site, Zonecabling.com, Inc. with a
         stockholder and former director/officer. The sale price has been set at
         $500,000 with the option to purchase the site expiring on December 31,
         2002.
o        The company completed planned capital expenditures in 2000. We have
         moved from an acquisition and expansion phase into one of focused
         growth for sales and revenue. We remain virtually debt free and have
         the capacity for the manufacture of American Access products and other
         metal fabricating jobs with potential revenues three times our current
         revenues. The combined operation provides a greater diversification of
         facilities and equipment
o        American Access in 2000 implemented a Qualified Stock Option
         Incentive Plan for Employees and Directors. The plan was approved by
         shareholders at the 2000 annual meeting. We believe the plan is
         beneficial to the employee as incentive to make the company grow
         profitably.
o        We have engaged the services of two investment bankers, M.S. Farrell &
         Co., Inc. and Kirlin Securities, Inc., to provide the Company with
         general investment banking advice which may include performing due
         diligence on corporate candidates with which the Company might be
         considering a business combination.
o        We are in talks with another corporation in the
         telecommunications equipment industry with a view towards a corporate
         combination, pending completion of due diligence, resolution of
         financial and management issues, execution of a definitive agreement,
         and shareholder approval. Accordingly, there can be no assurance that
         the combination will be completed.
o        The company believes that it can acquire working capital through sale
         of additional securities, including exercise of outstanding warrants,
         private placement, or borrowings, including bank borrowing and private
         equity lines, in view of the nature of its customer base. The company
         on May 2, 2000 entered into a stock placement agreement through which
         it can acquire additional working capital through August 2001. However,
         at the present time, certain conditions of liquidity specified in that
         agreement are not met and until they are, this avenue for capital is
         unavailable. The company continues to be subject to a number of risk
         factors, including the uncertainty of market acceptance for its product
         line, the need for additional funds, competition, technological
         obsolescence and the difficulties faced by young companies in general.



                                       13
<PAGE>

ITEM 7: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES

         None.

Part III
ITEM 8: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

The directors, executive officers, and key employees of the Company are as
follows:

<TABLE>
<CAPTION>

     Name                                  Age              Position
     ----                                  ---              --------

<S>                                         <C>             <C>
     John Presley                           61              President, Director
     Joseph McGuire                         42              Sec/Treasurer, Director
     Steve Robinson                         52              Director
     Erik Wiisanen                          53              Director, VP Marketing, Omega Metals, Inc.
     William Hadaway                        56              Director
     William Boyd                           42              Vice President of Sales
     Ray Kirk                               53              Vice President of Marketing
</TABLE>


         JOHN PRESLEY, Director of the company since November 1998, and
President since April 12, 1999, Presley is a graduate registered professional
Engineer. He graduated from the University of Florida in January of 1961 with a
BSME, and attended a number of colleges for graduate work. He worked in many
industries as an engineer and manager before founding Omega metals in 1981.
Omega became a wholly-owned subsidiary of American Access in November, 1998.

         JOSEPH MCGUIRE was hired by the Company on June 4, 2000. The Board of
Directors appointed him Chief Financial Officer and Director on June 29, 2000.
He has 13 years CFO experience, holding not only his CPA, but various Series
licenses. He is a graduate of the University of Notre Dame. From 1998 until June
2000, he was Chief Financial Officer for Hirst Investment Management, Inc.; from
1997 to 1998, CFO for MHR Fund Management; from 1995 to 1997, CFO for the Common
Fund; from 1994 to 1995, CFO for Link Strategic Investors; and from 1989 to
1995, CFO for John Henry & Co., Inc. Prior to 1989, he held management positions
with Dean Witter Reynolds, Paine Webber, Inc., and Price Waterhouse.

         ERIK WIISANEN, Vice-President-Marketing of Omega. was elected a
director in December, 1999. He graduated from Cornell University in 1965. He
worked in Banking as a Vice President of Barnett Bank until 1970 and was a
representative for shipping interests until helping to found Omega Metals in
1981. He was co-founder and President of the Board of Directors for a private
kindergarten. He has been vice president in charge of sales for Omega since
1981.

         STEVEN ROBINSON, director, is an original founder of American Access
Technologies, Inc. He was appointed to the Board again in January 2001. He has
extensive background in sales, marketing and operations with several well-known
local corporations. Since February, 2001 he has been president and a director of
IbidAmerica, Inc. He was instrumental in developing Network 2000 sales as a
long-distance independent marketing/sales company for US Sprint. He is retired
from the US Navy. While in the Navy, he specialized in logistics and supply
management including federal government purchasing within DFARS regulations,
contract management and inventory control. He is the founder and majority
shareholder and currently president and CEO of a chemical manufacturing and
marketing company. He also is the majority shareholder of a wireless digital
phone services and products distributor.


                                       14
<PAGE>

         WILLIAM HADAWAY, director appointed in January 2001, is a 1965 graduate
of the University of Buffalo with a B.S. degree in Accounting. He earned his CPA
license from the University of the State of New York in 1967. In 1981 he was
granted a CPA license from the Florida Institute of Certified Public
Accountants. Mr. Hadaway has been a sole practitioner or partner in a public
accounting firm since 1971. He has lectured on budgeting, cash management and
taxes. Prior to establishing his own firm, Mr. Hadaway was employed by Lathan,
Lumsden & McCormick, the largest non-national CPA firm in Buffalo, NY, and by
Fiddler & Co., CPA, in western NY.

         WILLIAM BOYD, vice president of sales, has more than 10 years of
telecommunications and cable distribution sales experience. He was Datacom
Manager for GE Supply, Jacksonville, FL before joining the American Access
management team in 2000. From September 1999 to December 1999 he was National
Account Manager for Tyco/ADT, promoted from Systems Sales Executive with Tyco, a
position he held since February 1996. Prior to joining Amp, Mr. Boyd was Vice
President of National Sales and Marketing for Cable Distribution Systems, Inc.,
from February 1992, and Government Accounts Manager for Holscher-Wernig, Inc.,
before its merger with Cable Distribution Systems.

         RAY KIRK has been vice president of sales for American Access since
October 1, 1999. He graduated from the University of Missouri School of
Business, and after a brief stint as a Field Artillery officer, began his career
marketing commercial office furniture systems. Throughout his career he has
developed corporate, state and GSA contracts. He has represented companies such
as Herman Miller, Alma Desk, Corry-Hiebert, and Knoll International.

ITEM 9: EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth the total compensation paid to the
Company's chief executive officer for the last three completed fiscal years and
to any officer who earned $100,000 or more per year.
<TABLE>
<CAPTION>

------------------------- --------------- ------------------ --------------------- ----------------
Name and Position               Year      Total Income       Other Annual Bonus    Other Annual
                                                                                   Compensation
------------------------- --------------- ------------------ --------------------- ----------------
<S>                            <C>           <C>                 <C>                    <C>
Victory E. Murray,             1998          $60,000             $30,000               -0-
President
------------------------- --------------- ------------------ --------------------- ----------------
John E. Presley,               2000         $175,000               -0-                 -0-
President                      1999         $175,000               -0-                 -0-
                               1998            -0-                 -0-                 -0-
------------------------- --------------- ------------------ --------------------- ----------------
Erik Wiisanen                  2000         $125,000               -0-                 -0-
Vice President                 1999         $125,000               -0-                 -0-
Omega Metals                   1998            -0-                 -0-                 -0-
------------------------- --------------- ------------------ --------------------- ----------------

</TABLE>

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
         The following information sets forth the individual grants of stock
options and freestanding SARs to the Company's Chief Executive Officer in the
fiscal year ended 2000.
<TABLE>
<CAPTION>

------------------- ---------------------------- ------------------------------------- ----------- -------------------
Name                Number of Securities         Percent of Total Options/SARs         Exercise    Expiration Date
                    Underlying Options/SARs      Granted to Employees in Fiscal Year   Price
                    Granted
------------------- ---------------------------- ------------------------------------- ----------- -------------------
<S>                 <C>                          <C>                                   <C>                     <C>
John Presley,       150,000                      43%                                   $8.00       January 10, 2005
President           160,000                      20%                                   $5.67       January 10, 2005
                    332,000                      20%                                   $2.25       Dec. 05, 2005
------------------- ---------------------------- ------------------------------------- ----------- -------------------
</TABLE>


                                       15
<PAGE>

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR and FY-END OPTIONS/SAR
VALUES

         The following table sets forth the number of stock options and
freestanding SARs exercised by the named executive officers in the above table
during the last completed fiscal year. No options were exercised in such year.
<TABLE>
<CAPTION>

------------------------- ----------------- ----------- ----------------------------- --------------------------------
Name                      Shares Acquired   Value       Number of Unexercised         Value of Unexercised
                          On Exercise       Realized    Securities Underlying         In-The-Money Options/SARs At
                                                        Options/SARs at FY-End        FY-End
------------------------- ----------------- ----------- ----------------------------- --------------------------------
<S>                         <C>               <C>       <C>                             <C>
John Presley,             --0--             --0--       642,000                       --0--
President
------------------------- ----------------- ----------- ----------------------------- --------------------------------
Erik Wiisanen             --0--             --0--       336,870                       --0--
Vice President
Omega Metals
------------------------- ----------------- ----------- ----------------------------- --------------------------------
</TABLE>

 DIRECTOR COMPENSATION

         Directors are paid $500 for meetings attended at our corporate
headquarters and $250 for telephonic meetings. All travel and lodging expenses
associated with directors' meeting(s) are reimbursed by the company.

         On January 10, 2000, the Board of Directors voted to implement a 2000
Directors Stock Option Plan as incentive for continued and future service. Each
director will be awarded 50,000 options to purchase American Access stock at the
January 10 closing price, automatically renewable each year on the anniversary
date of the Board decision. The plan was approved by shareholders at the June
29, 2000 annual meeting. The Board allocated 300,000 shares to the plan.

         The Board of Directors also on January 10, 2000 voted to implement a
qualified Employee Incentive Stock Option Plan for 2000. The plan was approved
by shareholders at the 2000 annual meeting held June 29. The Board allocated
500,000 shares to the employee plan.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Based solely on its review of Forms 3, 4 and 5 received by the company,
or written representations from certain reporting persons that no Forms 5 were
required for such persons, the company believes that, during the fiscal year
ended December 31, 1999, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied.



                                       16
<PAGE>

ITEM 10: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 30, 2001, the beneficial ownership
of the Company's Common Stock by (i) the only persons who own of record or are
known to own, beneficially, more than 5% of the Company's Common Stock; (ii)
each director and executive officer of the Company; and (iii) all directors and
officers as a group.
<TABLE>
<CAPTION>


Name and Address of Shareholder           Number of Shares                        Percent of Class
-------------------------------           ----------------                        ----------------

<S>                                         <C>                                        <C>
John Presley                                  939,670 (1)                              16.54%
6689 Shands Road
Keystone Heights, Florida 32656
Bobby E Story                                 833,159 (1)                              14.94%
164 Golf Club Dr.
Longwood, Florida 32779
Joseph McGuire                                108,000 (1)                               2.23%
37 Skyline Drive Suite 1101
Lake Mary, Florida 32746
Erik Wiisanen                                 450,105 (1)                               8.86%
6689 Shands Road
Keystone Height, Florida 32656
Steve Robinson                                 58,000(1)                                1.21%
1401 Horizon Court
Orlando, Florida 32809
William Hadaway                                15,000(1)                                0.03%
Altamonte Springs, Florida
Crrescent International Ltd.                  496,778 (1)                               9.48%
84 Av. Louis Casai
Geneva, Switzerland
Ray Kirk                                      206,609 (1)                               4.17%
6689 Shands Road
Keystone Heights, Florida 32656
William Boyd                                   95,000 (1)                               1.96%
6689 Shands Road
Keystone Heights, Florida 32656
All directors and officers as a group       1,836,949                                  27.92%
(7 persons)

</TABLE>


Based upon 4,742,447 shares issued on March 15, 2001.

(1)      Includes options or warrants to purchase common stock as follows:
<TABLE>
<CAPTION>

------------------------ --------------- ------------------- ------------------ ------------------- ------------------
NAME                     $7 Warrants     $8 Warrants         $22 Warrants       $5.67 Options       $2.25 Warrants
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
<S>                      <C>             <C>                 <C>                <C>                 <C>
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
John Presley             *               150,000             150,000            160,000             332,000
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
Bobby  Story             *               100,000             100,000            160,000             473,159
------------------------ --------------- ------------------- -----------------  ------------------- ------------------
Joseph McGuire           *               *                   *                   50,000              50,000
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
Erik Wiisanen            *               *                   *                  155,000             181,870
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
Ray Kirk                 *                50,000              50,000             20,000              86,609
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
William Boyd             *               *                   *                   20,000              75,000
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
William Hadaway          *               *                   *                  *                    15,000
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
Steve Robinson           *               *                   *                  *                    15,000
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
Crescent International   128,000         *                   *                  *                   *
Ltd.
------------------------ --------------- ------------------- ------------------ ------------------- ------------------
</TABLE>


ITEM 11: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         John Presley, President and Director, is the brother-in-law of Erik
Wiisanen, Vice President of Marketing for Omega Metals, Inc. and a Director for
American Access Technologies.

         In May and June 2000, the Company authorized loans to three directors,
who also are officer-employees of American Access or its subsidiaries, and who
secured the loans with personal assets unrelated to these transactions. The
secured loans were to enable these directors to cover margin calls precipitated
by a drop in the price of the Company's common stock. On May 31,Director and
Company President John Presley and Director Erik Wiisanen each executed a
promissory note and security agreement for $75,000 and 60,000 respectively,
payable to the Company on or before December 31, 2000, with interest at the rate
of 10 percent paid in arrears. On June 8, 2000, Director and then-Chief
Financial Officer Bobby Story executed two promissory notes and a security


                                       17
<PAGE>

agreement for a total of $260,000, payable to the Company on or before December
31, 2000, with interest at the rate of 10 percent paid in arrears. Although the
Company agreed to loan $260,000, ultimately only $200,000 was borrowed. In
October 2000, Mr. Presley and Mr. Wiisanen executed additional promissory notes
with identical terms for $10,000 each, payable to the Company on or before April
30, 2001. All of these notes have been extended to June 30, 2001 by a vote of
disinterested directors on January 14, 2001, in accordance with the Florida
Business Corporation Act. This transaction is included in stockholder notes
receivable, a component of stockholders' equity.

                  The Company on June 14, 2000 loaned 197,600 share of
restricted Treasury stock to Officer and Director Bobby Story to cover a margin
call. This loan is also secured with personal assets. The shares were returned
to the company on March 30, 2001. This transaction was approved by disinterested
directors in accordance with the Florida Business Corporation Act. This
transaction is included in stockholder notes receivable, a component of
stockholders' equity.

                  On March 27, 2001 the Company entered into a Management and
Option to Purchase Agreement pursuant to its subsidiary Zonecabling.com, Inc.
with Mr. Bobby Story, a stockholder/former director and officer. Mr. Story will
manage the Business to Business e-commerce site with an option to purchase the
subsidiary for $500,000. Mr. Story will be issued 213,333 options to purchase
the common stock of American Access with an exercise price of $2.25, for
managing the subsidiary.

PART 1V
ITEM 12: EXHIBITS AND REPORTS ON FORM 8-K

         a.) FINANCIAL STATEMENTS

         b.) REPORTS ON FORM 8-K

         Five reports on Form 8-K are incorporated by reference, as filed with
the Securities and Exchange Commission on February 11, 2000, April 6, 2000, May
5, 2000, July 27, 2000 and October 5, 2000.

         c.) OTHER EXHIBITS:

o   3(a) Amended and Restated Articles of Incorporation of the Registrant
         (Incorporated by Reference to Exhibit 3(a) to Amendment No. 1 to
         Registrant's Registration Statement of Form SB-2 - File No. 333-43589).

o   3(b) Bylaws of the Registrant (Incorporated by Reference to Exhibit
         3(b) to Amendment No. 1 to Registrant's Registration Statement of Form
         SB-2 - File No. 333-43589).

o   3(c) Form of $8 Stock Purchase Warrant expiring February 11, 2000
         (Incorporated by Reference to Exhibit 3(c) to Amendment No. 1 to
         Registrant's Registration Statement of Form SB-2 - File No. 333-43589).

o   3(d) Form of $3 Stock Purchase Warrant expiring February 11, 2000
         (Incorporated by Reference to Exhibit 3(d) to Amendment No. 1 to
         Registrant's Registration Statement of Form SB-2 - File No. 333-43589).

o   3(e) Articles of Amendment to Articles of Incorporation (Incorporated
         by Reference to Exhibit 4.1 to Registrant's Quarterly Report on Form
         10Q-SB for quarter ended September 30, 1998.)

o   3(f) Form of Stock Purchase Warrant expiring October 14, 2003
         (Incorporated by Reference to Exhibit 3(f) to Amendment No. 1 to
         Registrant's Registration Statement on Form SB-2A File No. 333-68791.

o   8.2  Composite Exhibit of Stocking Distributor Agreements with Anixter,
         Inc. State Electric Supply Company, and DataCom, Inc. (Incorporated by
         Reference to Exhibit 8.2 to Amendment 1 to Registrant's Registration
         Statement on Form SB-2 - File No. 333-43589).

o   8.3  Value Added Reseller Agreement with DataStar Computer Systems, Inc
         (Incorporated by Reference to Exhibit 8.3 to Amendment No. 1 to
         Registrant's Registration Statement of Form SB-2 - File No. 333-43589).


                                       18
<PAGE>

o   8.5  Composite Exhibit of Management Agreements with Vic Murray and
         Sons, Steve R. Jones, Steven K. Robinson and Nacex, Inc. Inc
         (Incorporated by Reference to Exhibit 8.5 to Amendment No. 1 to
         Registrant's Registration Statement of Form SB-2 - File No. 333-43589).

o   8.6  Consulting Agreement dated August 28, 1997 between Registrant and
         Steve R. Jones. (Incorporated by Reference to Exhibit 8.6 to Amendment
         1 to Registrant's Registration Statement of Form SB-2 - File No.
         333-43589).

o   8.7  Management Termination Agreement dated December 9, 1997 between
         Steven K. Robinson and Registrant. (Incorporated by Reference to
         Exhibit 8.7 to Amendment 1 to Registrant's Registration Statement of
         Form SB-2 - File No. 333-43589).

o   8.8  Purchase Agreement dated October 21, 1996 between Registrant and
         Victor E. Murray. (Incorporated by Reference to Exhibit 8.8 to
         Amendment 1 to Registrant's Registration Statement of Form SB-2 - File
         No. 333-43589).

o   8.9  Promissory Note dated December 2, 1996. (Incorporated by Reference
         to Exhibit 8.9 to Amendment 1 to Registrant's Registration Statement of
         Form SB-2 - File No. 333-43589).

o   8.10 Agreement and Plan of Reorganization dated November 11, 1998 relating
         to the acquisition of Omega Metals, Inc. (Incorporated by Reference to
         Exhibit 2.1 to Registrant's Form 10QSB for the Quarter ended September
         30, 1998.)

o   8.12 Employment Agreements between Omega Metals, Inc. and John Presley
         and Erik Wiisanen. (Incorporated by Reference to Exhibit 8.12 to
         Amendment 1 to Registrant's Registration Statement of Form SB-2 - File
         No. 333-68791).

o   8.13 Letter of Intent to Purchase additional land from Troy Fornshell
         and Anna Fornshell. (Incorporated by Reference to Exhibit 8.13 to
         Amendment 1 to Registrant's Registration Statement of Form SB-2 - File
         No. 333-68791).

o   8.14 Consulting Agreement with Erik Gray and Bill Wetmore.
         (Incorporated by Reference to Form 8-K as filed on February 11, 2000.)

o   8.15 Joint Venture Letter Agreement with Vulcan Microsystems.
         (Incorporated by Reference to Form 8-K as filed on February 11, 2000.)

o   8.16 Employee 2000 Stock Option Plan. (Incorporated by Reference to
         Form 10K SB as filed April 20, 2000.)

o   8.17 Directors 2000 Stock Option Plan. (Incorporated by Reference to
         Form 10K SB as filed April 20, 2000.)

o   8.18 Stock Purchase Agreement with Crescent International, Ltd.;
         (Incorporated by Reference to Form 8-K, filed with the Securities and
         Exchange Commission on May 5, 2000.)

o   8.19 Registration Rights Agreement with Crescent International Ltd;
         (Incorporated by Reference to Form 8-K, filed with the Securities and
         Exchange Commission on May 5, 2000.)

o   8.20 Agreement for issuance of Incentive and Early Put warrants to
         Crescent International Ltd.; (Incorporated by Reference to Form 8-K,
         filed with the Securities and Exchange Commission on May 5, 2000.)

o   8.21 Closing Statement to Stock Purchase Agreement with Crescent
         International Ltd.; (Incorporated by Reference to Form 8-K, filed with
         the Securities and Exchange Commission on May 5, 2000.)

o   8.22 Proxy Statement for Annual Shareholders Meeting, (Incorporated by
         Reference filed with the Securities and Exchange Commission on June 10,
         2000.)

o   8.23 Promissory note executed by director and officer-employee Erik
         Wiisanen. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)

o   8.24 Pro Promissory note executed by director and officer-employee John
         Presley. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)

o   8.25 Promissory note executed by director and officer-employee Bobby
         Story. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)

o   8.26 Promissory note executed by Bobby Story for pledge of common
         stock. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)

o   8.28 Articles of Incorporation of subsidiary Zonecabling.com, Inc.,
         filed May 4, 2001 with the Florida Secretary of State.

o   8.29 Management With Option to Purchase Agreement executed March 28,
         2001, for the management and future sale of the Company's subsidiary,
         Zonecabling.com, Inc.

o   11.1 Computation of Net Loss Per Common Share

                                       19
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                       AMERICAN ACCESS TECHNOLOGIES, INC.

                               By /s/ John Presley
                   -------------------------------------------
                     President/principal executive officer

                              Date: April 2, 2001


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

                              By /s/ Joseph McGuire
                ................................................
                  Secretary/Treasurer, Chief Financial Officer

                              Date: April 2, 2001


<TABLE>
<CAPTION>

Signature                             Title                               Date
---------                             -----                               ----

<S>                                   <C>                                 <C>
/s/ John Presley                      President and Director              April 2, 2001
John Presley                          (Principal Executive Officer)

/s/ Joseph McGuire                    Treasurer, (Principal Accounting    April 2, 2001
Joseph McGuire                        Officer,) Director

/s/ Erik Wiisanen                     Director                            April 2, 2001
Erik Wiisanen

/s/ Steve Robinson                    Director                            April 2, 2001
Steve Robinson

/s/ William Hadaway                   Director                            April 2, 2001
William Hadaway
</TABLE>




                                       20
<PAGE>



               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 2000 AND 1999










<PAGE>




               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

                                                                        PAGE
                                                                        ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                      F-1


CONSOLIDATED FINANCIAL STATEMENTS

   Balance Sheet                                                        F-2

   Statements of Operations                                             F-3

   Statements of Stockholders' Equity                                   F-4

   Statements of Cash Flows                                             F-5

   Notes to Financial Statements                                     F-6 - F-27






<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

Board of Directors and Stockholders
American Access Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of American Access
Technologies, Inc. and Subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the two years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Access
Technologies, Inc. and Subsidiaries as of December 31, 2000, and the results of
their operations and their cash flows for each of the two years then ended, in
conformity with generally accepted accounting principles.

As more fully discussed in Note 2 to the consolidated financial statements,
the Company is subject to certain risks and other matters.

                            RACHLIN COHEN & HOLTZ LLP

Fort Lauderdale, Florida
March 2, 2001, Except for the
last sentence of the last paragraph
of Note 3, as to which the date is
March 30, 2001

                                      F-1
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                                 <C>
Current Assets:
   Cash and cash equivalents                                                        $    399,948
   Accounts receivable, net of allowance of $62,400                                    1,011,712
   Notes receivable, directors and stockholders, including accrued interest              393,988
   Note receivable, other, net of allowance of $361,562                                       --
   Inventories                                                                           781,718
   Prepaid expenses and other current assets                                              41,271
                                                                                    ------------
         Total current assets                                                          2,628,637

Property, Plant and Equipment                                                          3,193,043

Patent Costs                                                                              73,992

Web Site Development Costs                                                                24,615

Other Assets                                                                              13,075
                                                                                    ------------

         Total assets                                                               $  5,933,362
                                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                                 $    325,632
   Accrued expenses                                                                       86,696
   Capital lease obligation current portion                                               40,414
                                                                                    ------------
         Total current liabilities                                                       452,742
                                                                                    ------------

Long-Term Liabilities:
   Capital lease obligation, net of current portion                                      203,965
                                                                                    ------------

Commitments, Contingencies, Other Matters and Subsequent Events                             --

Stockholders' Equity:
   Series A 10% Senior Convertible Preferred stock, $.001 par value; authorized
      1,000,000 shares; issued and  outstanding 0 shares                                    --
   Common stock, $.001 par value; authorized 30,000,000 shares;
      issued 4,740,947 shares                                                              4,741
   Additional paid-in capital                                                         11,174,677
   Deficit                                                                            (5,379,183)
                                                                                    ------------
                                                                                       5,800,235

   Treasury stock, 79,500 common shares at cost                                         (288,660)
   Stock subscription receivable, net of allowance of approximately $2,712,000              (270)
   Treasury stock receivable                                                            (234,650)
                                                                                    ------------
         Total stockholders' equity                                                    5,276,655
                                                                                    ------------

         Total liabilities and stockholders' equity                                 $  5,933,362
                                                                                    ============

</TABLE>


                See notes to consolidated financial Statements.

                                      F-2






<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999



<TABLE>
<CAPTION>

                                                               2000            1999
                                                               ----            ----
<S>                                                        <C>              <C>
Net Sales

    Formed metal                                           $ 3,415,564      $ 3,882,841
    Zone cabling termination cabinet                         1,855,889        1,364,842
                                                           -----------      -----------
                                                             5,271,453        5,247,683
                                                           -----------      -----------

Costs and Expenses:
    Cost of sales                                            2,566,837        2,298,923
    Selling, general and administrative                      2,392,467        2,701,705
    Compensation and related benefits                        1,444,437        1,134,502
    Stock-based compensation                                   221,365          616,000
                                                           -----------      -----------
                                                             6,625,106        6,751,130
                                                           -----------      -----------

Loss Before Other Income (Expense)                          (1,353,653)      (1,503,447)
                                                           -----------      -----------
Other Income (Expense):
    Interest income                                             72,945          250,822
    Other income                                                34,915           77,794
    Realized and unrealized gain (loss) on investments          13,064         (199,962)
    Abandoned joint venture                                   (182,736)            --
    Write-off of goodwill                                     (254,803)            --
    Provision for doubtful note receivable                    (361,562)            --
    Abandoned project development costs                           --           (352,531)
    Interest expense                                            (1,963)         (19,259)
                                                           -----------      -----------
                                                              (680,140)        (243,136)
                                                           -----------      -----------

Loss before Income Taxes                                    (2,033,793)      (1,746,583)

Income Tax (Benefit)                                              --            (69,000)
                                                           -----------      -----------

Net Loss                                                   $(2,033,793)     $(1,677,583)
                                                           ===========      ===========

Basic Net Loss Per Common Share                            $      (.45)     $      (.65)*
                                                           ===========      ===========

Weighted Average Common Shares Outstanding                   4,540,847        3,638,983
                                                           ===========      ===========
*Restated

</TABLE>
                See notes to consolidated financial statements.


                                      F-3

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                Series A                                            Additional
                                                             Preferred Stock                    Common Stock          Paid-in
                                                            Shares      Amount               Shares     Amount        Capital

<S>                                                         <C>       <C>                <C>         <C>            <C>
Balance, December 31, 1998                                  50,000    $  5,000,000       3,256,470   $      3,256   $  1,512,634

Year Ended December 31, 1999:
   Purchase of 136,100 shares of treasury stock               --              --              --             --             --
   Issuance of common stock for services                      --              --             9,000              9        179,991
   Conversion of preferred stock to common
      stock, including dividends                           (39,400)     (3,940,000)        289,981            290      4,131,146
   Purchase of Genco assets                                   --              --            22,163             22        443,234
   Warrants granted for services                              --              --              --             --          436,000
   Exercise of warrants:
      Cash                                                    --              --           246,625            247      1,972,753
      Notes receivable, net of allowance                      --              --           270,000            270           --
   Dividend related to beneficial conversion
      feature of preferred stock                              --              --              --             --          468,750
   Net loss                                                   --              --              --             --             --
                                                      ------------    ------------    ------------   ------------   ------------

Balance, December 31, 1999                                  10,600       1,060,000       4,094,239          4,094      9,144,508

Year Ended December 31, 2000:
   Note receivable arising from loan of 197,600               --              --              --             --             --
      shares treasury stock, at cost
   Allowance for note receivable to reduce to                 --              --              --             --         (970,949)
      estimated fair value of treasury stock loaned
   Purchase of 141,000 shares of treasury stock               --              --              --             --             --
   Issuance of common stock for domain name                   --              --             2,420              3          9,997
   Conversion of preferred stock to common
      stock, including dividends                           (10,600)     (1,060,000)        215,533            216      1,196,299
   Warrants granted for services                              --              --              --             --          221,365
   Exercise of warrants:
      Cash                                                    --              --             5,000              5         39,995
      Cashless transaction                                    --              --            17,475             17            (17)
   Sale of common stock in private placement,                 --
      net of related costs                                    --              --           406,280            406      1,533,479
   Net loss                                                   --              --              --             --             --
                                                      ------------    ------------    ------------   ------------   ------------

Balance, December 31, 2000                                    --      $       --         4,740,947   $      4,741   $ 11,174,677
                                                      ============    ============    ============   ============   ============

[restubbed table]
<CAPTION>

                                                                                         Stock         Treasury
                                                                       Treasury        Subscription      Stock
                                                         Deficit         Stock          Receivable     Receivable        Total

<S>                                                   <C>             <C>             <C>             <C>             <C>
Balance, December 31, 1998                            $   (871,106)   $       --      $       --      $       --      $  5,644,784

Year Ended December 31, 1999:
   Purchase of 136,100 shares of treasury stock               --          (881,843)           --              --          (881,843)
   Issuance of common stock for services                      --              --              --              --           180,000
   Conversion of preferred stock to common
      stock, including dividends                          (191,436)           --              --              --              --
   Purchase of Genco assets                                   --              --              --              --           443,256
   Warrants granted for services                              --              --              --              --           436,000
   Exercise of warrants:
      Cash                                                    --              --              --              --         1,973,000
      Notes receivable, net of allowance                      --              --              (270)           --              --
   Dividend related to beneficial conversion
      feature of preferred stock                          (468,750)           --              --              --              --
   Net loss                                             (1,677,583)           --              --              --        (1,677,583)
                                                      ------------    ------------    ------------    ------------    ------------

Balance, December 31, 1999                              (3,208,875)       (881,843)           (270)           --         6,117,614

Year Ended December 31, 2000:
   Note receivable arising from loan of 197,600               --         1,205,599            --        (1,205,599)           --
      shares treasury stock, at cost
   Allowance for note receivable to reduce to                 --              --              --           970,949            --
      estimated fair value of treasury stock loaned
   Purchase of 141,000 shares of treasury stock               --          (612,416)           --              --          (612,416)
   Issuance of common stock for domain name                   --              --              --              --            10,000
   Conversion of preferred stock to common
      stock, including dividends                          (136,515)           --              --              --              --
   Warrants granted for services                              --              --              --              --           221,365
   Exercise of warrants:
      Cash                                                    --              --              --              --            40,000
      Cashless transaction                                    --              --              --              --              --
   Sale of common stock in private placement,
      net of related costs                                    --              --              --              --         1,533,885
   Net loss                                             (2,033,793)           --              --              --        (2,033,793)
                                                      ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2000                            $ (5,379,183)   $   (288,660)   $       (270)   $   (234,650)   $  5,276,655
                                                      ============    ============    ============    ============    ============
</TABLE>

                See notes to consolidated financial statements.

                                      F-4
<PAGE>


               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>



                                                                                       2000             1999
                                                                                       ----             ----
<S>                                                                                <C>              <C>
Cash Flows from Operating Activities:
   Net loss                                                                        $(2,033,793)     $(1,677,583)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                    423,161          299,164
      Warrants issued for services                                                     221,365          616,000
      Realized and unrealized (gains) losses on investments                            (13,064)         199,962
      Provision for doubtful accounts                                                   30,922           89,000
      Deferred income taxes                                                               --            (69,000)
      Provision for doubtful notes receivable                                          361,562             --
      Write-off of goodwill                                                            254,804             --
      Changes in operating assets and liabilities:
      (Increase) decrease in:
         Accounts receivable                                                           (27,721)        (403,697)
         Inventories                                                                  (211,124)        (273,154)
         Prepaid expenses and other assets                                             (16,654)         (87,456)
      Increase (decrease) in accounts payable and accrued expenses                    (184,859)         105,723
                                                                                   -----------      -----------
            Net cash used in operating activities                                   (1,195,401)      (1,201,041)
                                                                                   -----------      -----------

Cash Flows from Investing Activities:
   Proceeds from sale of investments                                                   846,408        1,791,871
   Proceeds from payments on notes receivable                                          250,000             --
   Increase in notes receivable and accrued interest                                  (419,935)            --
   Acquisition of property and equipment                                              (667,872)      (1,354,610)
   Patent costs                                                                        (15,018)         (28,854)
                                                                                   -----------      -----------
                  Net cash provided by (used in) investing activities                   (6,417)         408,407
                                                                                   -----------      -----------

Cash Flows from Financing Activities:
   Proceeds from exercise of warrants                                                   40,000        1,973,000
   Proceeds from sale of common stock, net of related costs                          1,533,885             --
   Proceeds (repayments) from line of credit                                           (73,812)        (222,190)
   Acquisition of treasury stock                                                      (612,416)        (881,843)
                                                                                   -----------      -----------
                  Net cash provided by financing activities                            887,657          868,967
                                                                                   -----------      -----------

Net Increase (Decrease) in Cash and Cash Equivalents                                  (314,161)          76,333

Cash and Cash Equivalents, Beginning                                                   714,109          637,776
                                                                                   -----------      -----------

Cash and Cash Equivalents, Ending                                                    $ 399,948      $   714,109
                                                                                   ===========      ===========

</TABLE>

                See notes to consolidated financial statements.

                                      F-5
<PAGE>




               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999




NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Capitalization

             American Access Technologies, Inc. ("Company") was incorporated on
             October 21, 1996, under the laws of the State of Florida. The
             Company's Articles of Incorporation, as amended on November 25,
             1996, authorizes the Company to issue and have outstanding at any
             one time 10,000,000 shares of common stock, par value $.001 per
             share and 1,000,000 shares of preferred stock, par value $.001 per
             share.

             On October 2, 1998, the previously amended Articles of
             Incorporation were further amended to provide for the issuance of
             60,000 shares of Series A 10% Senior Convertible Preferred stock.
             The amendment provided, among other things, that the holders of the
             Series A Preferred stock shall be entitled to voting rights equal
             to the votes that would be cast by the holders of the number of
             shares of common stock into which the Series A Preferred stock
             could be converted immediately prior to the taking of such votes,
             including any shares which would be issuable in payment of accrued
             and unpaid dividends.

             During November, 1998, the Company completed a $5,000,000 private
             placement of 50,000 shares of its Series A 10% Senior Convertible
             Preferred Stock, par value of $.001 per share, at $100.00 per share
             (See Note 12). During 1999, holders of the Series A Preferred stock
             converted 39,400 of the Series A Preferred shares into 289,981
             common shares. During January 2000, the remaining 10,600 shares of
             Series A Preferred were converted into 215,534 shares of common
             stock.

             On February 14, 2001, the Articles of Incorporation were further
             amended increasing the shares of common stock authorized from
             10,000,000 to 30,000,000 shares. This amendment has been reflected
             retroactively in these consolidated financial statements.

         Business

             The Company develops specialized products for the
             telecommunications industry. The Company has introduced its first
             proprietary product, a Zone Cabling Termination Cabinet ("Product")
             which is manufactured and distributed to the telecommunications
             industry. The Product is a device that is used in voice, computer
             and data transmission systems throughout the world.

             Omega Metals, Inc. ("Omega"), a wholly-owned subsidiary of the
             Company, shears and molds metal and manufactures metal-formed
             products for customers principally in Florida and Georgia.

             Zonecabling.com, Inc., a wholly-owned subsidiary, incorporated
             on May 4, 2000, is developing a Business-to-Business
             e-commence portal.


                                      F-6

<PAGE>


               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Business (Continued)

             AATK.com, LLC was incorporated February 2, 2000 pursuant to a joint
             venture agreement. The Company owns 76% of AATK.com which is
             inactive inasmuch as the joint venture has been dissolved and is
             the subject of pending litigation (see Note 15).

         Principles of Consolidation

             The accompanying consolidated financial statements include the
             accounts of the Company and its subsidiaries. All material
             intercompany accounts and transactions have been eliminated.

         Use of Estimates

             The preparation of financial statements in conformity with
             generally accepted accounting principles requires management to
             make estimates and assumptions that affect the amounts reported in
             the financial statements and accompanying notes. Although these
             estimates are based on management's knowledge of current events and
             actions it may undertake in the future, they may ultimately differ
             from actual results. Those estimates subject to potential change in
             the near term include allowances for doubtful accounts and notes
             receivable.

         Revenue Recognition

             The Company recognizes revenue from product sales at the time the
             product is shipped to the customer.

         Concentrations of Credit Risk

             Financial instruments that potentially subject the Company to
             concentrations of credit risk consist primarily of cash and cash
             equivalents, accounts receivable and notes receivable.

             Cash and Cash Equivalents

                The Company maintains deposit balances at financial institutions
                that, from time to time, may exceed federally insured limits. At
                December 31, 2000, the Company had deposits in excess of
                federally insured limits of approximately $147,000. The Company
                maintains its cash with high quality financial institutions,
                which the Company believes limits these risks.

                In addition, the Company maintains an investment account with a
                financial institution which is not insured by the FDIC. These
                funds, which were invested primarily in money market instruments
                at December 31, 2000, may be subject to insurance by SPIC,
                Securities Investor Protection Corporation, subject to various
                limitations. At December 31, 2000, $1,108 was held in this
                account.

                                      F-7
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Concentrations of Credit Risk (Continued)

             Accounts Receivable

                The Company does business and extends credit based on an
                evaluation of the customers' financial condition generally
                without requiring collateral. Exposure to losses on receivables
                is expected to vary by customer due to the financial condition
                of each customer. The Company monitors exposure to credit losses
                and maintains allowances for anticipated losses considered
                necessary under the circumstances.

         Cash and Cash Equivalents

             The Company considers all highly liquid investments with an
             original maturity of three months or less to be cash equivalents.

         Inventories

             Inventories are stated at the lower of cost or market, with cost
             determined using an average cost method. Inventory costs for
             finished goods and work-in-process include material, labor,
             production overhead, and outside services.

         Property, Plant and Equipment

             Property, plant and equipment are recorded at cost and depreciated,
             using the straight-line method, over the estimated useful lives of
             the assets. Gain or loss on disposition of assets is recognized
             currently. Repairs and maintenance are charged to expense as
             incurred. Major replacements and betterments are capitalized and
             depreciated over the remaining useful lives of the assets.

         Patents

             The Company has capitalized certain incremental costs incurred
             related to acquiring three patents on the Company's products. In
             each of the years 1998, 1999 and 2000, a patent was finalized and
             issued by the United States Patent Department. The Company then
             began amortizing the cost of each patent over the patent's life, 18
             years. Another patent is still pending at December 31, 2000 and,
             therefore, amortization of this patent has not commenced.

         Product Development Costs

             Costs in connection with the development of the Company's product
             are comprised of design, production, consulting and other related
             professional fees. These costs are charged to expense as incurred.

                                      F-8
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Advertising

             Advertising costs are charged to expense as incurred. Advertising
             costs incurred for the year ended December 31, 2000 and 1999 were
             approximately $33,000 and $43,000, respectively.

         Income Taxes

             The Company accounts for income taxes under the provisions of
             Statement of Financial Accounting Standards (SFAS) No. 109,
             "Accounting for Income Taxes". SFAS No. 109 requires the
             recognition of deferred tax liabilities and assets for temporary
             differences, operating loss carryforwards, and tax credit
             carryforwards existing at the date of the financial statements. An
             effective tax rate of 37% was used to calculate the deferred income
             taxes.

             A temporary difference is a difference between the tax basis of an
             asset or liability and its reported amount in the financial
             statements that will result in taxable or deductible amounts in
             future years when the asset is recovered or the liability is
             settled. Deferred taxes represent the future tax return
             consequences of these differences.

         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of

             The Company accounts for long-lived assets in accordance with the
             provision of SFAS No. 121, Accounting for the Impairment of
             Long-Lived Assets and for Long-Lived Assets to be Disposed of. This
             statement requires that long-lived assets and certain identifiable
             intangible assets be reviewed for impairment whenever events or
             changes in circumstances indicate that the carrying amount of an
             asset may not be recoverable. Recoverability of assets to be held
             and used is measured by a comparison of the carrying amount of an
             asset to future net cash flows expected to be generated by the
             asset. If such assets are considered to be impaired, the impairment
             to be recognized is measured by the amount by which the carrying
             amount of the assets exceeds the fair value of the assets. Assets
             to be disposed of are reported at the lower of the carrying amount
             or fair value less costs to sell.

         Recent Accounting Pronouncements

             In June 1998, the Financial Accounting Standards Board issued SFAS
             No. 133, "Accounting for Derivative Instruments and Hedging
             Activities". SFAS No. 133 requires companies to recognize all
             derivatives contracts as either assets or liabilities in the
             balance sheet and to measure them at fair value. If certain
             conditions are met, a derivative may be specifically designated as
             a hedge, the objective of which is to match the timing of the gain
             or loss recognition on the hedging derivative with the recognition
             of (i) the changes in the fair value of the hedged asset or
             liability that are attributable to the hedged risk or (ii) the
             earnings effect of the hedged forecasted transaction. For a
             derivative not designated as a hedging instrument, the gain or loss
             is recognized in income in the period of change. On June 30, 1999,
             the FASB issued SFAS No. 137, "Accounting for Derivative
             Instruments and Hedging Activities - Deferral of the Effective Date
             of FASB Statement No. 133."

                                      F-9
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recent Accounting Pronouncements (Continued)

             In June, 2000, the FASB issued SFAS No. 138, "Accounting for
             Certain Derivative Instruments and Certain Hedging
             Activities." SFAS No. 133 as amended by SFAS No. 137 and 138
             is effective for all fiscal quarters of fiscal years beginning
             after June 15, 2000.

             Historically, the Company has not entered into derivatives
             contracts to hedge existing risks or for speculative purposes.
             Accordingly, the Company does not expect adoption of this standard
             on January 1, 2001 to affect its financial statements.

             In December 1999, the Securities and Exchange Commission issued
             Staff Accounting Bulletin, or SAB No. 101, "Revenue Recognition in
             Financial Statements". SAB 101 provides guidance for revenue
             recognition under certain circumstances. The Staff Accounting
             Bulletin was effective during the fourth quarter of 2000, and did
             not have an effect on the Company's consolidated results of
             operations, financial position and cash flows.

         Reclassifications

             Certain amounts in prior year financial statements have been
             reclassified for comparative purposes to conform with the
             presentation in the current year financial statements.

NOTE 2.  SUMMARY OF CERTAIN RISKS AND OTHER MATTERS

         Profitability and Liquidity

             As of December 31, 2000, the Company reflected stockholders' equity
             of approximately $5,277,000. However, the Company has incurred net
             losses of approximately $2,034,000 in 2000 and $1,678,000 in 1999,
             and has an accumulated deficit balance of approximately $5,379,000
             at December 31, 2000. The Company's ability to achieve sustained
             profitable operations is dependent on continuing to achieve sales
             growth through expansion of sales and marketing efforts. Management
             believes that cash flows from operations and additional financing
             available from other sources will be sufficient to fund operations.
             There is no assurance that such events will occur.

         Significant Related Party Transactions

             In 1999, 2000 and continuing into 2001, the Company has entered
             into several significant related party transactions with current
             and former officers and directors. See Notes 3, 5 and 20 for
             further information regarding these transactions.

         Pending Litigation

             The Company is involved in certain pending litigation concerning
             which it can not predict the outcome with any certainty (see Note
             15).

                                      F-10
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 3.  NOTES RECEIVABLE, DIRECTORS AND STOCKHOLDERS

         Notes Receivable in Exchange for Cash

             In May and June 2000, the Company authorized loans to three
             directors, who also are officers of American Access or its
             subsidiaries, and who collateralized the loans with personal assets
             unrelated to these transactions. The collateralized loans were to
             enable these directors to cover margin calls precipitated by a drop
             in the price of the Company's common stock. On May 31, 2000, two
             directors (one of whom is the Company's president) each executed a
             promissory note and security agreement for $75,000 and $60,000
             respectively, payable on or before December 31, 2000, with interest
             at 10%. On June 8, 2000, a former Director and Chief Financial
             Officer executed two promissory notes and a security agreement for
             a total of $260,000, payable on or before December 31, 2000, with
             interest at 10%. Although the Company agreed to loan $260,000,
             ultimately only $200,000 was borrowed. In October 2000, the two
             directors executed additional promissory notes with identical terms
             for $10,000 each, payable on or before April 30, 2001. All of these
             notes have been extended to June 30, 2001 by a vote of
             disinterested directors on January 14, 2001, in accordance with the
             Florida Business Corporation Act.

             In addition, the Company loaned $20,000 to a stockholder pursuant
             to a note receivable, interest at 10%, principal due December 31,
             2001.
<TABLE>
<CAPTION>

                                                                                             Accrued/
                                                                         Principal           Unpaid
                                                                          Balance            Interest         Total
                                                                          -------            --------         -----

<S>                                                                       <C>                <C>             <C>
             Officer/Directors/Stockholders                               $155,000           $  7,710        $162,710
             Former Officer/Director and
               Other Stockholders                                          220,000             11,278         231,278
                                                                          --------            -------        --------
                                                                          $375,000            $18,988        $393,988
                                                                          ========            =======        ========
</TABLE>

         Notes Receivable in Exchange for Shares Held in Treasury

               On June 14, 2000, the Company loaned 197,600 shares of treasury
               stock to the former Director and Chief Financial Officer to cover
               a margin call on the Company's common stock. This loan is secured
               with personal assets. The shares are to be returned to the
               Company at the earlier of the date the common stock price reaches
               $15 or June 30, 2001. This transaction was approved by
               disinterested directors in accordance with the Florida Business
               Corporation Act. This note receivable is reflected as a separate
               component of stockholders' equity, treasury stock receivable, and
               has been reduced from the original cost of the treasury stock to
               the estimated fair value of this stock at December 31, 2000
               ($1.1875 per share). On March 30, 2001, the shares were returned
               to the Company.

                                      F-11
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 4.  NOTES RECEIVABLE, OTHER

         The Company has instituted litigation against the debtor and personal
         guarantor for default in payment of a promissory note of $325,000, with
         accrued interest in excess of approximately $36,000 at December 31,
         2000. The original promissor assigned its obligations with written
         consent of the Company, after the Company filed a lawsuit for default
         of the original note of $500,000 plus 15% interest, of which
         approximately $63,000 was unpaid at December 31, 1999. Although the
         debtor paid an initial cash payment of $250,000, its obligations of
         $325,000 plus $36,562 in interest were in default at October 31, 2000.
         The Company is attempting to negotiate a settlement agreement with the
         debtor and the note's guarantor. An allowance for doubtful
         collectibility of the total outstanding principal balance, as well as
         all accrued interest, has been recorded as of December 31, 2000.

NOTE 5.  STOCK SUBSCRIPTION RECEIVABLE

         During June, 1999, an individual affiliated with the investment banking
         firm involved in the Company's registration as a public company,
         exercised options to purchase 270,000 shares of Company common stock at
         $8.00 per share for a total of $2,160,000. The Company accepted as
         payment for these shares three notes receivable totaling $2,160,000.
         The notes receivable, as amended, are due on December 31, 2001, and
         bear interest at 10%. The Company can require the notes be paid in full
         sooner if the Company stock price equals or exceeds $35 (the market
         price of the Company's common stock was $1.1875 at December 31, 2000).

         The Company has recorded the exercise of these warrants, net of an
         allowance, by increasing common stock outstanding and increasing stock
         subscriptions receivable, a separate component of stockholders' equity.
         The balance as of December 31, 2000 follows:

         Notes receivable                          $2,160,000
         Accrued interest receivable                  551,978
                                                   ----------
                                                    2,711,978

         Less allowance                             2,711,708
                                                   ----------
                                                   $      270
                                                   ==========

         The interest earned on the notes receivable has been recorded as an
         increase in stockholders' equity rather than included in operations,
         because the transaction giving rise to the notes was an equity
         transaction.

                                      F-12
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 6.  ACQUISITION


             In August 1999, the Company acquired selected property and
             equipment, outstanding sales agreements, and goodwill from a
             customer, Genco, Inc. for a total of $584,838. The purchase price
             was allocated as follows:

             Property and equipment              $126,191
             Goodwill                             458,647
                                                 --------
                                                 $584,838
                                                 --------

              The selected property and equipment is being depreciated over the
              useful lives, 3 - 5 years. Goodwill is being amortized over three
              years. Depreciation and amortization on these assets were $11,410
              and $50,961, respectively, for the year ended December 31, 1999,
              and $34,229 and $152,882 respectively, for the year ended December
              31,2000.

             In June 2000, the Company announced that it was no longer actively
             marketing its Genco generator-cover product line due to the fact
             that factory floor space was needed to produce its proprietary
             products. At December 31, 2000, the Company expensed the remaining
             unamortized goodwill of $254,803 which is included as a separately
             stated item in the accompanying consolidated statements of
             operations.

NOTE 7.  INVENTORIES

             Raw materials                                   $182,955
             Work-in-process                                   98,344
             Finished goods                                   500,419
                                                             --------
                                                             $781,718
                                                             --------

NOTE 8.  PROPERTY, PLANT AND EQUIPMENT

                                          Estimated Useful
                                           Lives (Years)
                                           -------------

             Land                              --             $  103,860
             Building and improvements          30             1,291,720
             Machinery and equipment           5-7             3,622,484
             Vehicles                          3-5                40,303
             Tools                             3-5                28,064
             Construction-in-progress          --                 75,034
                                                              ----------
                                                               5,161,465

             Less accumulated depreciation                     1,968,422
                                                              ----------
                                                              $3,193,043
                                                              ==========

         Depreciation expense for the years ended December 31, 2000 and 1999 was
         $264,608 and $246,948, respectively.

                                      F-13
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 9.  OBLIGATIONS UNDER CAPITAL LEASES

         In October 2000, the Company entered into an obligation under a capital
         lease for approximately $276,000 for the purchase of equipment, which
         has a term extending through 2005, and which provided for an implicit
         interest rate of approximately 11.5%.

         The future minimum lease payments under this capital lease, including
         interest payments as of December 31, 2000 are as follows:

          Year ending December 31,

            2001                                $ 68,614
            2002                                  68,614
            2003                                  68,614
            2004                                  68,614
            2005                                  22,870
                                                --------
          Total minimum lease payments           297,326
          Less amount representing interest       52,947
                                                --------
                                                 244,379

          Less current portion                    40,414
                                                --------
                                                $203,965
                                                ========

NOTE 10. PROFIT SHARING PLAN

         The Company has a 401(k) Profit Sharing Plan covering all non-leased
         employees who meet minimum length of service and age requirements.
         Employer contributions are made at the discretion of management, and
         were $ 0 and $75,000, for 2000 and 1999, respectively. Employees are
         vested for purposes of the contribution as follows:

          Years of Service                               Percentage
          ----------------                               ----------

               Less than 1                                   0%
                   1-2                                      20
                   2-3                                      40
                   3-4                                      60
                   4-5                                      80
                5 or more                                  100


NOTE 11. INCOME TAXES

         The Company accounts for income taxes under the provision of Statement
         of Financial Accounting Standards (SFAS) No. 109, Accounting for Income
         Taxes. SFAS No. 109 is an asset and liability approach for computing
         deferred income taxes.

         The provision for income taxes is computed on a consolidated return
         basis.

                                      F-14
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 11. INCOME TAXES (Continued)

         A reconciliation of income taxes computed at the statutory federal rate
         to income tax expense (benefit) is as follows:
<TABLE>
<CAPTION>

                                                                    2000               1999
                                                                    ----               ----

<S>                                                             <C>                 <C>
          Tax provision at the statutory rate of 34%            $ (691,000)         $(445,000)
          State income taxes, net of federal income tax            (62,000)           (15,000)
          Net operating loss carryforward adjustment              (313,000)                --
          Provisions for uncollectible amounts                     137,000                 --
          Exercise of stock options and warrants                   (61,000)                --
          Change in valuation allowance                            908,000            325,000
          Stock options not exercised                               82,000             66,000
                                                                ----------         ----------
                                                                $       --         $  (69,000)
                                                                ==========         ==========
</TABLE>

         As of December 31, 2000, the Company had consolidated net operating
         loss carryforwards for federal income tax reporting purposes amounting
         to approximately $4,414,000, which expire in varying amounts to the
         year 2020.

         The Company has not recognized any benefit of such net operating loss
         carryforwards in the accompanying consolidated financial statements in
         accordance with the provisions of SFAS No. 109 as the realization of
         this deferred tax benefit is not considered more likely than not. A
         100% valuation allowance has been recognized to offset the entire
         effect of the Company's net deferred tax asset. The Company's net
         deferred tax asset position is composed primarily of the Company's net
         operating loss carryforwards.

         The components of the deferred tax asset at December 31, 2000 were as
         follows:

             Net operating loss carryforward                     $ 1,633,000
             Allowance for collectibility                            157,000
             Depreciation and amortization                          (165,000)
             Less valuation allowance                            $(1,625,000)
                                                                 -----------
             Net deferred tax asset                              $        --
                                                                 ============

         In accordance with certain provisions of the Tax Reform Act of 1986, a
         change in ownership of greater than 50% of a corporation within a three
         year period will place an annual limitation on the corporation's
         ability to utilize its existing tax benefit carryforwards. The
         Company's utilization of its tax benefit carryforwards may be
         restricted in the event of possible future changes in the ownership of
         the Company from the exercise of warrants or other future issuances of
         common stock.

         The Company's federal and state income tax returns have not been
         examined by responsible taxing authorities for the past several years.
         The final determination of the amount and timing of currently payable
         income taxes is therefore subject to possible examination of these
         unexamined years by such responsible taxing authorities.

                                      F-15
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 12. PREFERRED STOCK

         During November, 1998, the Company completed a $5,000,000 private
         placement of 50,000 shares of its Series A 10% Senior Convertible
         Preferred Stock, par value of $.001 per share, at $100.00 per share.
         The costs associated with the completion of the private placement,
         $737,820, have been recorded as a reduction of additional paid-in
         capital. Additionally, the placement agent received warrants to
         purchase 100,000 shares of common stock at $25.00 per share, which
         expire October 14, 2003. The Series A Preferred are valued at $100.00
         per share ("liquidation value"), and, if converted, the Series A
         Preferred could be converted into common shares (See Note 1) at the
         price per share equal to the then applicable Conversion Price. This
         conversion feature resulted in a discount between the market value of
         the common shares that would be issued if the conversion option were
         exercised, and the liquidation value of the preferred shares
         surrendered upon that conversion. The resulting dividend has been
         amortized over the period up to the date that exercise of the
         conversion feature was first possible. As a result, $781,250 of the
         total $1,250,000 dividend was recognized in 1998; the balance was
         recognized in 1999.

         During 1999, preferred stockholders owning 39,400 shares of preferred
         stock elected to convert those shares, including cumulative dividends
         of $191,436, into shares of Company common stock. The conversion price,
         which varied based upon date of conversion, ranged from $5.10 to
         $15.03. As a result of these conversions, the Company issued 289,981
         shares of common stock.

         The preferred stockholders representing the remaining 10,600 preferred
         shares elected to convert those shares, including cumulative dividends
         of $136,515, in 2000. The conversion price, which varied based upon
         date of conversion, ranged from $5.47 to $5.49. These conversions
         resulted in the issuance of 215,534 shares of common stock.

NOTE 13. COMMON STOCK

         Equity Financing

             On May 2, 2000, the Company entered into a Stock Purchase Agreement
             (the "Agreement") with an investor to provide for the issuance of
             up to $15,000,000 of Company common stock in exchange for cash
             payments in monthly allotments of up to $1,150,000 with an initial
             allotment of $2,250,000. The sales price will be the lowest three
             day average bid price during the twenty-two days preceding the
             sales, less a discount of 8%.

             The Company will pay a 1% fee on the total at the initial purchase.
             In addition, there will be a 1% fee on each sale. The Company will
             pay all legal fees in excess of $10,000 and due diligence fees not
             to exceed $15,000.

             On May 2, 2000, the Company sold 406,280 shares of Company common
             stock under the Agreement. The Company received gross proceeds of
             $1,900,000 and paid $366,115 in fees for net proceeds totaling
             $1,533,885. Also on May 2, 2000, pursuant to the Agreement, the
             Company issued to the investor an incentive warrant to purchase up
             to 128,000 shares of Company common stock at an exercise price of
             $7.0149 which expires May 2, 2005.

                                      F-16
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 13. COMMON STOCK (Continued)

         Issuance of Common Stock for Services

             In January, 1999, the Company issued 9,000 shares of common stock
             to certain employees as an incentive for services rendered. This
             resulted in a charge to compensation expense of approximately
             $180,000 in 1999.

             In July 2000, the Company entered into an agreement with an
             unrelated individual for the purchase of a domain name. In July
             2000, in accordance with the agreement, the Company issued 2,420
             shares of Company common stock to this individual. In December
             2000, the Company canceled the agreement in accordance with its
             terms.

NOTE 14. STOCK-BASED COMPENSATION

         The Company accounts for stock-based compensation using the intrinsic
         value method prescribed in Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees". Compensation cost for stock
         options and warrants, if any, is measured as the excess of the
         estimated market price of the Company's common stock at the date of
         grant, over the amount the recipient must pay to acquire the common
         stock.

         Statement of Financial Accounting Standards ("SFAS") No. 123,
         "Accounting for Stock-Based Compensation," established accounting and
         disclosure requirements using a fair-value-based method of accounting
         for stock-based employee compensation plans. The Company has elected to
         retain its current method of accounting as described above, and has
         adopted the disclosure requirements of SFAS No. 123.

         Stock Option Plan

             On January 10, 2000, the Board of Directors of the Company
             ("Board") authorized the 2000 Employee Stock Option Plan ("Stock
             Option Plan") for those employees, consultants, and advisors (the
             "Participants") of the Company who, in the judgment of the Company
             are or will become responsible for the direction and financial
             success of the Company. The adoption of the Stock Option Plan was
             ratified by the stockholders on June 29, 2000. The purpose of the
             Stock Option Plan is to provide the Participants with an increased
             incentive to make significant contributions to the long-term
             performance and growth of the Company. The Board authorized that
             500,000 employee options and 300,000 board of director options be
             subject to this plan.

             On January 10, 2000, the Company granted 515,000 employee options
             and 340,000 board of director options with an exercise price of
             $5.67 (market price of underlying stock at time of grant) with a
             life of five years. Subsequent to the grant, 10,000 options were
             returned to the Company when the employee separated employment. In
             2000, a former director exercised 60,000 options in a cashless
             transaction for the difference in the exercise price of $5.67 and
             the closing price of $8.00 on date of exercise, receiving 17,475
             shares of common stock.

                                      F-17
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 14. STOCK-BASED COMPENSATION (Continued)

         Warrants

             On January 1, 1999, the Company had outstanding 570,000 warrants to
             purchase Company common stock at $8.00.

             During 1999, the Company issued 750,000 warrants to employees and
             officers/directors to purchase Company common stock for $22 per
             share. Also during 1999, the Company issued 60,000 warrants to
             outside directors to purchase Company common stock for $25 per
             share, 115,000 warrants in connection with services provided to the
             Company with exercise prices ranging from $6.375 to $28.875 and
             329,000 warrants in connection with equity transactions with
             exercise prices of $11.00 and $23.00.

             During 1999, warrants to purchase a total of 516,625 shares of
             Company common stock were exercised, 246,625 for a total of
             $1,973,000 in cash and 270,000 in exchange for three notes
             receivable (see Note 5).

             As of December 31, 1999, the Company has remaining outstanding
             1,307,375 warrants to purchase common stock at exercise prices
             ranging from $6.375 to $28.875, 843,375 of which warrants are
             outstanding to officer/directors.

             The granting of the 1999 warrants to consultants resulted in a
             charge to consulting fees in the amount of $436,000 representing
             the fair value of the 115,000 warrants issued. The warrants issued
             in connection with the conversion of preferred stock and the
             negotiation of the sale of common stock (see Notes 12 and
             13), which have a fair value of $3,269,000 represent an increase
             and a decrease to additional paid-in capital and have been offset
             in the accompanying consolidated financial statements.

             During 2000, the Company issued 1,595,739 warrants to employees
             and officers/directors to purchase common stock with exercise
             prices ranging from $2.25 to $10.00. Also during 2000, the Company
             issued 855,363 warrants in connection with services provided to
             the Company with exercise prices ranging from $2.25 to $10 and
             161,860 warrants in connection with equity transactions with
             exercise prices of $5.61 and $7.01.

             Also, during 2000, warrants to purchase a total of 5,000 shares of
             common stock were exercised at $8.00 per share.


                                      F-18
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 14. STOCK-BASED COMPENSATION (Continued)

         Warrants (Continued)

             The granting of the warrants in 2000 to consultants resulted in a
             charge to consulting fees in the amount of approximately $221,000
             representing the fair value of the 855,363 warrants issued. The
             161,860 warrants issued in connection with the negotiation of the
             sale of common stock, (see Note 13), which have a fair value of
             $144,772, were recorded as an increase and a decrease to additional
             paid-in capital and have been offset in the accompanying
             consolidated financial statements.

         Fair Value Disclosures

             Had compensation cost for the 2,450,739 options and warrants
             issued in 2000 to employees, officers and directors been
             determined based on the fair value at the grant date consistent
             with SFAS No. 123, the Company's net loss and loss per share would
             have been as follows:
<TABLE>
<CAPTION>

                                                                2000             1999
                                                                ----             ----
<S>                                                         <C>             <C>
             Net Loss:
                As reported                                 $(2,033,793)    $ (1,677,583)
                                                            ===========     ============
                Pro forma                                   $(3,265,607)    $(11,457,583)
                                                            ===========     ============

             Loss Per Share:
                Basic:
                   As reported                            $         (.45)  $        (.65)
                                                          =============    =============

                   Pro forma                              $         (.72)  $       (3.23)
                                                           =============   =============
</TABLE>


             The Company used the Black-Scholes option pricing model to
             determine the fair value of grants made in 2000 and 1999. The
             following assumptions were applied in determining the pro forma
             compensation cost:
<TABLE>
<CAPTION>

                                                                2000             1999
                                                                ----             ----

<S>                                                            <C>                <C>
             Risk Free Interest Rate                           5.5%               6.0%

             Expected Dividend Yield                             -                 -

             Expected Option Life                           1 1/2- 2 1/2years   5 years

             Expected Stock Price Volatility                 85% to 119%           85%
</TABLE>



Changes in outstanding options and warrants for common stock are as follows:

<TABLE>
<CAPTION>



                                                      2000                               1999
                                                      ----                               ----
                                                     Range of                          Range of
                                        2000       Exercise Price       1999          Exercise Price
                                        ----       --------------       ----          --------------
<S>                                  <C>          <C>                <C>                <C>
Outstanding at beginning of year     1,307,375    $7.20 to $25.00    $  570,000         $8.00
Options and warrants granted         3,467,962    $2.25 to $10.00     1,254,000     $7.20 to $25.00
Options and warrants exercised         (65,000)   $5.67 to $8.00       (516,625)        $8.00
Options and warrants expired           (10,000)       $5.67                  --         $  --
Outstanding at end of year           4,700,337    $2.25 to $10.00     1,307,375     $7.20 to $25.00
Exercisable at end of year           4,700,337                        1,307,375
</TABLE>


                                      F-19

<PAGE>


               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 14. STOCK-BASED COMPENSATION (Continued)

         Warrants (Continued)

             The following table summarizes information about outstanding
             options at December 31, 2000

<TABLE>
<CAPTION>




                 Options Outstanding                               Options Exercisable
     -------------------------------------------       -----------------------------------------
                         Number        Weighted                       Number           Weighted
                       Outstanding     Average         Weighted      Exercisable       Average
     Range of              at         Remaining        Average           at            Remaining
     Exercise         December 31,   Contractual      Exercise       December 31,     Contractual
      Prices              2000           Life          Price           2000              Life
      ------             -----          -----          -----           ----              ----
<S>                     <C>               <C>     <C>                 <C>                <C>
  $2.25 to $25.00       4,700,337         2.5     $2.25 to $25.00     4,700,337          2.5
</TABLE>


NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

         Pending Litigation

             Class Action

             The Company has been named as a defendant in litigation which
             purports to be a class action filing. In this purported class
             action, the Plaintiff alleges in the Amended Complaint that the
             defendants participated in a conspiracy to inflate the price of the
             Company's common stock through market manipulation, making material
             misrepresentations and omissions, and other wrongful conduct for
             the purpose of allowing "insiders" to enrich themselves by selling
             their personal holdings at the inflated price. The Company denies
             not only any wrongdoing, but most of the material factual
             allegations as well and intends to vigorously defend this case. The
             recently filed Amended Complaint and preliminary investigations of
             facts appear to support the Company's position. However, no
             discovery has yet occurred nor has there been any information as to
             the position being taken by various co-defendants. The Company
             believes the allegations are baseless, and that it has no material
             exposure with respect to the matter, and intends to defend its
             position vigorously.

             Joint Venture

             In a separate matter, on January 26, 2000, the Company entered
             into a Joint Venture Agreement. The Joint Venture was organized
             for the purpose of entering into the business of developing and
             marketing an e-based value added distributor of communications
             equipment.

                                      F-20
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         Pending Litigation (Continued)

             Joint Venture (Continued)

             Pursuant to the Joint Venture agreement, the Company was obligated
             to provide the following in exchange for a 76% ownership interest
             in the Joint Venture, AATK.com, LLC.

             o        Provide $395,000 of cash to fund operating costs
                      within the first sixty days.

             o        Issue 135,000 shares of Company common stock to
                      Vulcan Microsystems, Inc. ("Vulcan") upon successful
                      alpha testing.

             o        Guarantee any contracts or obligations for ongoing
                      commitments in connection with technology or
                      management, not to exceed $25,000 per month.

             o        Issue to Vulcan 1,000,000 three-year warrants to
                      purchase Company common stock at $25 per share upon
                      acceptance of the alpha site.

             o        Immediately following the Joint Venture agreement,
                      the Company entered into a twelve-month technology
                      consulting agreement with two principals of Vulcan,
                      whereby they received warrants to purchase 200,000
                      shares of Company common stock. These warrants are
                      exercisable for cash only, at an exercise price of
                      $10 per share for the first 180 days and an exercise
                      price of $15 for the remainder of the one-year life,
                      up to January 26, 2001.

             Vulcan had the right to convert its 19% interest in the Joint
             Venture into Company common stock at any time through January 2005.

             Very soon after the joint venture agreement was reached, the
             relationship with Vulcan deteriorated. As a result, the joint
             venture was terminated and litigation resulted.

             On August 6, 2000, Vulcan filed an action against the Company. The
             allegations of the complaint concern alleged pre-contractual
             negotiations and alleged misrepresentations made on behalf of the
             Company. The complaint seeks damages for breach of contract, fraud,
             negligent misrepresentations, conversion, breach of fiduciary duty
             and unjust enrichment.

             The Company filed a counterclaim against Vulcan and its principals
             seeking damages for fraud, breach of fiduciary duty, conversion,
             and an accounting. The Company believes that Vulcan and its
             principals misappropriated a significant portion, if not the entire
             amount of the initial $200,000 the Company funded into the joint
             venture.

             To date, discovery requests have been exchanged, but no depositions
             have been taken and the case has not yet been scheduled for trial.
             The Company intends to vigorously defend the action and to
             prosecute the counterclaim. However, neither management, nor legal
             counsel can predict, with any degree of certainty, the outcome of
             the case.

                                      F-21
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         Pending Litigation (Continued)

             Joint Venture (Continued)

                In connection with this joint venture, the Company guaranteed
                two equipment leases entered into by Vulcan. These leases, which
                are for a term of thirty six months, require monthly payments
                totaling approximately $8,500. The equipment, to the best of the
                Company's knowledge, is in the possession of Vulcan, which has
                been making the monthly lease payments.

         Major Customers

             The Company has two customers which purchased products that
             represented approximately 29% of sales for the year ended December
             31, 2000.

                                             2000
                                             ----

             Customer A                     $906,812
             Customer B                     $601,330

             For the year ended December 31, 1999 the Company had two customers
             that represented 25% of sales.


         Major Vendors

             The Company purchases sheet metal and related products from a
             vendor that represented approximately 43% and 53% of purchases for
             2000 and 1999, respectively.

         Employment Contracts

             The Company had entered into employment agreements with two members
             of management of Omega. These agreements were for a term of two
             years commencing in November 1998. The agreements provided, among
             other things, for total annual compensation of $250,000 plus profit
             participation equal to 10% of the net profits of Omega, as defined,
             in excess of $1,200,000 annually. Both contracts expired in
             November 2000 and have not been renewed.

         Former Consultant

             On March 17, 1999, a formal settlement agreement was reached
             relating to certain litigation with a former officer/stockholder of
             the Company in connection with a modified consulting agreement with
             the Company. Under this settlement, the consulting agreement dated
             August 28, 1997 was amended to provide, among other things, that
             the former officer/stockholder was not required to provide any
             consulting services and the Company was not required to compensate
             the former officer/stockholder. The consulting agreement, as
             amended, provided for, among other things, a term of five years,
             and additional compensation in the form of an option to purchase
             40,000 shares of common stock on the last day of each year of the
             consulting term, exercisable for three years from date of issue, at
             an exercise price of 125% of the closing price of the common stock
             on the date of issue. In addition, under the terms of the
             settlement agreement, the former officer/stockholder was granted a
             warrant to purchase 15,000 shares of common stock at an exercise
             price of $28.875 per share, exercisable on or before March 11,
             2004.

                                      F-22
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         Contracts With Distributors

             During 1997, the Company entered into Distributor Agreements with
             seven distributors. The agreements set forth terms whereby the
             distributors may purchase products from the Company for resale to
             their customers within the U.S. and Canada and Mexico when the
             Company releases its products for sale in those countries. During
             1999, the Company entered into additional Distributor Agreements
             with five distributors. During 2000, an additional six Distributor
             Agreements were added for a total of eighteen as of December 31,
             2000. The prices for the products covered by the agreements are
             based upon the intention of the distributors to purchase a minimum
             number of units as specified in the agreements. Revenue is recorded
             at such time as the units are shipped to the distributors. The
             agreements are for a term of one year and are automatically renewed
             each year thereafter unless terminated by either party, and
             contain, among other things, a warranty effective for one year
             after the date of sale.

         Co-Marketing Alliance Agreement

             On August 3, 1999, the Company entered into a Co-Marketing Alliance
             Agreement with a leading manufacturer of modular office furniture
             systems ("Manufacturer"). The companies jointly promote the use of
             products in Herman Miller Ethospace products.

             The agreement is for a term of two years, commencing June 1, 1999,
             and is to be automatically renewed unless terminated by either
             party. In conjunction with this agreement, the Company agreed to
             pay the manufacturer an alliance fee equal to 5% of qualifying net
             sales, as defined.

             If, during the period of this agreement, the Company proposes to
             enter into any agreement or transaction which will result in a
             change in control of the Company, as defined, the Company shall
             give the Manufacturer the right to enter into such transaction on
             the same terms, but for a consideration equal to or higher than the
             proposed transaction.

         Lease Commitments

             The Company subleases certain office/warehouse space in Lake Mary,
             Florida. The lease provides for monthly rent of approximately
             $10,200 and expires May 30, 2003.

                                      F-23
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         Lease Commitments (Continued)

             Future minimum operating lease commitments are approximately
             as follows:

              Year ending December 31:

                 2001                                             $131,000
                 2002                                              137,000
                 2003                                               58,000
                                                                  --------
                                                                  $326,000

             Rent charged to operations amounted to approximately $111,000
             in 2000 and $121,000 in 1999.

         Consulting Agreement

             On May 26, 2000, the Company entered into a consulting agreement
             which was amended on February 1, 2001. The agreement, as amended,
             provides for the consultant to render investment banking advice to
             the Company through February 1, 2002. The consultant is to receive
             (i) $5,000 per month, (ii) 300,000 warrants to purchase Company
             common stock at exercise prices as follows:

                           100,000 at $4.75 per share
                           100,000 at $6.00 per share
                           100,000 at $10.00 per share

             and (iii) 400,000 warrants to purchase Company stock for $2.25 per
             share.


NOTE 16. NET LOSS PER COMMON SHARE

         The Company computes earnings (loss) per common share in accordance
         with the provisions of Statement of Financial Accounting Standards
         (SFAS) No. 128, "Earnings per Share" which requires the presentation of
         both basic and diluted earnings (loss) per share.

         Basic net loss per common share has been computed based upon the
         weighted average number of shares of common stock outstanding during
         the periods. The number of shares used in the computation were
         4,540,847 and 3,638,983 for the years ended December 31, 2000 and 1999,
         respectively. The 1999 net loss per share has been restated to reflect
         a correction of the preferred stock dividend. Diluted net loss per
         common share, assuming exercising of the options and warrants granted
         and convertible preferred stock, is not presented as the effect of
         conversion is anti-dilutive.

                                      F-24
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 16. NET LOSS PER COMMON SHARE (Continued)
<TABLE>
<CAPTION>

                                                                 2000            1999
                                                                 ----            ----
                                                                              (Restated)
<S>                                                         <C>              <C>
         Net Loss                                           $(2,033,793)     $(1,677,583)
         Cumulative Preferred Stock Dividend                    (14,631)        (209,153)
         Beneficial Conversion Preferred Stock Dividend            --           (468,750)
                                                            -----------      -----------
         Net Loss Allocated to Common Stockholders          $(2,048,424)     $(2,355,486)
                                                            ===========      ===========
</TABLE>


NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS

         The respective carrying value of certain on-balance-sheet financial
         instruments approximated their fair value. These instruments include
         cash and cash equivalents, accounts receivable, notes receivable, line
         of credit and accounts payable. Fair values were assumed to approximate
         carrying values for these financial instruments since they are
         short-term in nature and their carrying amounts approximate fair values
         or they are receivable or payable on demand.

NOTE 18. SEGMENT INFORMATION

         The Company adopted SFAS No. 131, "Disclosures About Segments of an
         Enterprise and Related Information," in 1998 which changes the way the
         Company reports information about its operating segments.

         The Company has two reportable segments, zone cabling products and
         formed metal products. As discussed in Note 1, the Company markets zone
         cabling products which are manufactured by Omega, a wholly-owned
         subsidiary. Omega manufactures formed metal products of varying designs
         for customers, including the Company.
<TABLE>
<CAPTION>

                                                            2000                                     1999
                                           ----------------------------------------  --------------------------------------
                                               Zone        Formed                       Zone       Formed
                                             Cabling        Metal                      Cabling      Metal
                                             Products     Products       Total         Products    Products      Total
                                             --------     --------       -----         --------    --------      -----

<S>                                         <C>          <C>           <C>            <C>          <C>         <C>
         Revenue from external customers    $1,855,889   $3,415,564    $5,271,453     $1,364,842   $3,882,841  $5,247,683
         Intersegment revenue                   79,808      580,278       660,086              -      580,787     580,787
         Investment revenue                     72,945            -        72,945        250,822            -     250,822
         Interest expense                        1,963            -         1,963         18,594            -      18,594
         Depreciation and amortization         259,196      163,965       423,161         95,324      203,840     299,164
         Income tax expense (credit)                 -            -             -              -            -           -
         Segment profit (loss)              (2,655,803)     622,010    (2,033,793)    (2,304,854)     558,271  (1,746,583)
         Segment assets                     $3,252,035   $2,681,327    $5,933,362     $4,148,925   $2,649,687  $6,798,612
</TABLE>



                                      F-25
<PAGE>
               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 19. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>

                                                                2000             1999
                                                                ----             ----
<S>                                                        <C>                <C>
Cash paid during the year for:

   Interest                                                $        1,963     $   19,260
                                                           ==============     ==========

Non-Cash Investing and Financing Activities:
   Equipment acquired through capital lease                $      244,379     $     --
                                                           ==============     ==========
   Note receivable for loan of 197,600 shares
      treasury stock, at cost                              $    1,205,599     $     --
                                                           ==============     ==========
   Purchase of Genco assets                                $                  $  443,256
                                                           ==============     ==========
                                                                              ----------
   Conversion of 10,600 and 39,400 shares of preferred
      stock to common (see Note 12)                        $    1,060,000     $3,940,000
                                                           ==============     ==========
   Exercise of 270,000 warrants in exchange for notes
      receivable (see Note 5)                              $         --       $2,160,000
                                                           ==============     ==========

   Cashless exercise of 60,000 warrants                    $           17     $     --
                                                           ==============     ==========
   Common stock in exchange for domain name                $       10,000     $     --
                                                           ==============     ==========
</TABLE>


NOTE 20. SUBSEQUENT EVENTS

         Management and Option to Purchase Agreement

             On March 27, 2001, the Company entered into a Management and
             Option to Purchase Agreement ("Agreement") relating to its
             wholly-owned subsidiary Zonecabling.com, Inc. with a stockholder
             and former director/officer of the Company ("Executive"), to
             manage the Business-to-Business e-commerce site with an option to
             purchase the subsidiary.

             For services provided under the Agreement, the Executive shall
             receive 213,333 options to purchase the common stock of the Company
             at an exercise price of $2.25. These warrants, issued upon
             execution of the Agreement, shall expire on December 31, 2002. In
             addition, the Company agrees to pay to the Executive 25% of the net
             profits of Zonecabling.com, Inc. for years 2000 and 2001, the term
             of the Agreement, or until the Executive exercises his option to
             purchase Zonecabling.com, Inc.

             In accordance with the Agreement, at any time up to, including, or
             before December 31, 2002, the Executive shall have the right to
             purchase all the outstanding common stock of Zonecabling.com, Inc.
             from the Company for the sum of $500,000, at which time all rights
             and duties of the Corporation pursuant to Zonecabling.com shall be
             assigned and delegated to the Executive as his own. In any event,
             when the common stock price of the Company reaches $6.75 per share,
             a mandatory conversion of the Executive's warrants into common
             stock shall occur and he will be required to purchase
             Zonecabling.com for $500,000 (see Note 3). If mandatory conversion
             occurs prior to May 12, 2001, the $500,000 purchase price and
             $200,000 owed the Company immediately will be placed in escrow with
             a closing date to be set on or after May 12, 2001.

                                      F-25
<PAGE>


NOTE 20. SUBSEQUENT EVENTS (Continued)

         Management and Option to Purchase Agreement (Continued)

             The term of the Executive's employment shall continue through the
             earlier of the Executive exercising his option to purchase
             Zonecabling.com, Inc., or December 31, 2002. The employment of the
             Executive may be terminated at any time by mutual agreement of both
             parties with 30 days notice or by action of the Board of Directors
             in the event of defaults, as defined.

         Consulting Agreement

             On March 15, 2001, the Company entered into an agreement to retain
             the services of a consultant for a period of six months to provide
             the Company with general investment banking advice. In exchange for
             its services, the consultant received a fee of $10,000 and 200,000
             warrants to purchase the common stock of the Company. The exercise
             price of the warrants is at 20% above the average closing price of
             the Company's common stock on the sixty trading days preceding the
             execution of the agreement, as reported by the Nasdaq Stock
             Exchange ($1.65 per share). The warrants, which shall be issued
             within thirty days of the execution of the agreement, shall expire
             five years after their date of issue.

NOTE 21. SIGNIFICANT FOURTH QUARTER ADJUSTMENTS
<TABLE>
<CAPTION>
                                                                   2000                  1999
                                                                   ----                  ----

<S>                                                             <C>                     <C>
           Unadjusted net loss                                  $1,154,152              $281,000
                                                                ----------           -----------

           Record stock-based compensation                         221,365              616,000

           Allowance for uncollectible promissory note             361,562                   --

           Write off goodwill                                      254,803                   --

           Other adjustments                                        41,911              141,000

           Expense abandoned project development costs                  --              352,000

           Reclassify interest on stock subscription to equity          --              120,000

           Deferred tax benefit                                         --              (69,000)

           Reverse demo units/samples included in sales                 --               52,000

           Allowance for bad debts                                      --               61,000

           Amortization of goodwill                                     --               51,000

           Correct cost of sales                                        --               73,000
                                                                ----------           ----------
           Total 4th quarter adjustments                           879,641            1,397,000
                                                                ----------           ----------
           Adjusted net loss                                    $2,033,793           $1,678,000
                                                                ==========           ==========
</TABLE>




                                      F-27