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, 2001
                                       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: 000-24575

                       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)


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

                                      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, 2001 were $
4,068,224.

The number of shares outstanding of the issuer's common stock as of March 22,
2002 was 5,844,870 shares. The aggregate market value of the common stock (
5,558,400 shares) held by non-affiliates, based on the closing price ($0.64) of
the common stock as of March 22, 2002 was $3,557,376.

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 entities to move, add to, 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.
To keep pace with the market, we introduced a wireless access-point enclosure in
2001.

         Our wholly-owned subsidiary, Omega Metals, Inc., continues to
manufacture zone cabling cabinets along with other metal fabricating jobs,
ensuring quality and cost control. Omega in 2000 and again in 2001 was
sub-contracted to participate in the manufacture of chemical warfare detectors
for the U.S. Army. Also, Omega provided a key component for a secured
telecommunications system pursuant to a rush order for the Pentagon's ongoing
renovations and emergency need in the fall of 2001.

         In January 2002, we acquired the product rights to the Eclipse
Ultraviolet Light Air Cleansing System. Our initial marketing strategy
aggressively targets contractors and distributors who will supply the system to
the homeowner, for installation in the central air conditioning system.

         Currently a member of the Telecommunications Industry Association, our
Company has committed to working on its subcommittees that study zone cabling
solutions. The TIA sets telecommunications industry standards.

         We held our first meeting of our newly-created Advisory Board during
the prestigious Building Industry Consulting Services International (BICSI) in
January 2002. Our advisors are accomplished professionals in the
telecommunications and other related industries. Members are assisting us in
evaluating joint ventures, pending and future private label agreements, and
possible future acquisitions and mergers. Members may also review public
relations and marketing materials, make presentations, introduce the Company's
zone cabling products to help establish a niche in the marketplace, suggest
improvements to business procedures, and advise the Company on products,
industry customs and trends.

         The Company's web presence, the subsidiary Zonecabling.com, was built
with an in-house technology team after relations with a joint venture partner
ended in litigation. However, we determined that marketing our products through
a website 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 the agreement.

         We have expanded our proprietary line of products to include several
different sized cabinets and a new wireless cabinet, and we continue to forge
private labeling agreements with several manufacturers, for which we


<PAGE>



custom design products to their specifications, serving as an Original Equipment
Manufacturer, or label our standard and modified products to suit these
customers' needs. Among those solutions providers are Tyco's AMP and America
Cabling System (ACS) divisions, Hitachi's Maxcess, and Flexspace. We have also
negotiated with Anixter International, one of the nation's top distributors of
telecommunications systems' products, to include our products in its repertoire
for government contracts and large private sector jobs. We signed a new
distributor agreement with Anixter in February 2002. Independently, we are an
approved government vendor, able to sell our products for network applications
at the federal level.

         On April 10, 2001 the company signed an Agreement and Plan of Merger
with DataWorld Solutions, Inc., Farmingdale, NY, subject to shareholder approval
and other customary conditions. We terminated the merger agreement in July 2001
because of substantial and material adverse changes to DataWorld's business, and
other breaches of the merger agreement by DataWorld. Currently, the agreement is
the subject of litigation in the 18th Judicial Circuit Court, Seminole County.


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.


THE COMPANY'S BUSINESS

         Businesses today 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 cabling, copper wiring and wireless solutions 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 and wireless solutions places the company at the forefront of the
telecommunications zone cabling industry.

         Zone cabling, or Open Office Architecture originally was endorsed under
Telecommunications Systems Bulletin 75, by the American National Standards
Institute, the Telephone Industry Association and the Electrical Industry
Association. Bulletin 75 has been incorporated into TIA 568B.1, and currently
the Telecommunications Industry Association sub-committees are studying and
making additional recommendations on zone cabling and related systems. American
Access is represented on both the TIA and three of its sub-committees, and will
help shape future direction of zone cabling.


THE COMPANY'S ZONE CABLING PRODUCTS

         The American Access product line capitalizes on the need for zone
cabling solutions. Our cabinets provide efficiency and flexibility, and are
plenum-rated and Underwriter's Laboratories approved as described in UL-2043.


<PAGE>


         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.

         We designed a telecommunications zone enclosure to house and distribute
telecommunications wiring and cabling in buildings. 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. We also designed a
system that provides the same solution in modular office furniture.

         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
and wireless systems.

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 cabinets are
designed to accommodate either all of the newly developed Open Office
Architecture wiring equipment and distribution connections or the configurations
for wireless access. These enclosures are mounted in a standard 2ft. x 4 ft. or
2ft. x 2 ft ceiling grid system or raised floor system, and are 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:

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.
<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 enclosure that 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.

         Phase five was accomplished in 2001 when our wireless cabinet made its
debut. Since we introduced it, the wireless cabinet has been the subject of
repeat orders by a major network provider.

         Currently, we continue to expand our line of proprietary products,
offering different-sized 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

         Currently, multiple United States Patents have issued for the related
technology of our Zone Cabling Termination Cabinet, including U.S. Patent No.
5,911,611 issued on June 15, 1999, U.S. Patent No. 5,842,313 issued on December
1, 1998, and U.S. Patent No. 6,112,483 issued on September 5, 2000 for
Communications Cable Interconnection Apparatus and Associated Method For An Open
Office Architecture. Foreign applications are pending for this disclosure in
Australia, Canada, China, Japan, Mexico, and Europe. Registrations in Germany,
Austria, and Great Britain are being processed with patent grants anticipated.

         In addition to the Zone Cabling enclosure, U.S. Patent No. 6,201,687
for Modular Furniture Wall System and Method for Telecommunications Equipment
and Wire Management In An Open Office Architecture was issued on March 13, 2001.

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.

         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 the U.S. military, for which Omega as
sub-contractor produces items such as a chemical warfare detector used in
battlefield conditions.

         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, powder coating and
silk screening. Quality control at


<PAGE>


Omega Metals is based on the Department of Defense military standard
MIL-1-45208A. Inspection equipment is strictly maintained to assure consistent
quality. 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.

         Omega also manufactures for American Access its newly acquired product
line, the Eclipse Ultraviolet Light Air Cleansing System.

          Omega markets its services through 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.

THE COMPANY'S UV LIGHT AIR CLEANSING PRODUCT LINE

         In January 2002, the Company acquired all product rights to the Eclipse
Ultraviolet Light Air Cleansing System. The Eclipse is a metal device housed in
a home air conditioning system used to cleanse germs and bacteria from indoor
air. As the indoor air is drawn into the duct of the forced cold air system, it
passes by the ultraviolet light, cleansing it of contaminants, before it is
forced back out into the home. Since the beginning of the 20th Century,
ultraviolet light has been used more and more extensively to kill germs and
bacteria in hospitals, schools, restaurants and any environment that needs to be
relatively germ free. We believe the natural progression for the use of
ultraviolet light is in the home, since studies have shown indoor air quality
today is poor because centralized cooling and heating systems continue to
circulate contaminants through the home.

         Concurrent to acquiring the product rights to the Eclipse, we also
signed a marketing agreement with the former owner of the product.

         In March 2002 we signed a national distribution agreement with a
wholesale distributor of Indoor Air Quality (IAQ) products. The Eclipse is to be
marketed to residential HVAC contractors throughout North America.

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).

         The Company has reworked its marketing plan to coincide with the
growing acceptance of zone cabling in the marketplace. Our marketing plan
envisions a distribution chain that includes forging relationships with and
ultimately selling our products to:

o        SYSTEMS PROVIDERS (Original Equipment Manufacturers or OEMs) that buy
         and sell product and specify telecommunications systems to end-users.
         We have signed private label agreements with companies such as Tyco,
         Hitachi, Flexspace and others. Marketing through systems providers is
         much like selling tires to an automobile manufacturer, ensuring that
         the tire is incorporated into the design of the auto at the beginning,
         rather than setting up shop to sell tires to auto owners who are
         already driving cars with tires. For us, being specified as part of a
         whole telecommunications system at the pre-design phase is an important
         part of our sales effort, so we focus on getting the word out to OEMs
         about the benefits of zone cabling;
o        DISTRIBUTORS that stock, sell and finance product and whole systems. We
         work with Anixter, Graybar, and GE Supply, as well as other
         distributors that employ a sales force to support and sell product
         through contractors. Working closely with distributors ensures that
         their sales efforts are successful because their sales personnel
         understand why zone cabling products are important to a network;
o        CONTRACTORS who install, test and guarantee the network systems they
         build for end-users. Contractors also work closely with the architects
         and Information Technology Systems Designers who need to know the
         benefits of zone cabling so it can be specified from the beginning of a
         project;
o        END-USERS that can specify the most cost-efficient system available to
         them will want to hear the American Access zone cabling story from
         their architects, contractors, distributors or systems providers.
         Forging all

<PAGE>


         of these relationships gives us the edge in education. The more you
         know about us, the more likely you are to buy the products we
         manufacture.

As we build relationships on four levels, the products we manufacture can be
sold to systems providers and distributors, who in turn sell to contractors or
directly to the end-user. Because our products are an integral part of a
telecommunications network, we market them for inclusion in those networks, not
just as separate entities. Again, this is similar to the tire manufacturer that
broadens its sales success by selling tires to the automobile manufacturer for
inclusion in the finished product. Our goal is to reach beyond the concept that
our product is an alternative to traditional home run cabling and to make zone
cabling a standard in the industry. We are accomplishing this goal by hiring
independent contractors to manage sales and OEM accounts within designated
territories. Currently, three independent sales agents bring to the job years of
experience in the telecommunications systems sector. These representatives also
cross sell other metal fabricating jobs for Omega Metals.

         Concurrently, Omega Metals also utilizes manufacturers' representatives
who are independent contractors to generate sales. Omega's vice president of
sales also calls on accounts and coordinates Omega's sales efforts. We also have
begun hiring inside sales specialists for our proprietary products and for our
new product line, the Eclipse Ultraviolet Light Cleansing System.

         We also created an Advisory Board of accomplished professionals in the
telecommunications and other related industries. Advisory board members will
assist us in evaluating joint ventures, pending and future private label
agreements, and possible future acquisitions and mergers. Members may also
review public relations and marketing materials, make presentations, introduce
the Company's zone cabling products to help establish a niche in the
marketplace, suggest improvements to business procedures, and advise the Company
on products, industry customs and trends.

         American Access uses 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, 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 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.

         We believe the market potential is enormous for new installation and
for refurbishing existing telecommunications zone enclosures and that the
partnering for private labeling and government sales will enhance our position
in the industry. Additionally, by adding the Eclipse Ultraviolet Light Air
Purifying System to our product repertoire, we are expanding the presence of
American Access in the marketplace.

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
manufacturers. Our authorized distributors include: Accutech, Anixter, Best
Communications, Branch Datacom, CED Electric, Coleman's, Communications Supply
Corp., Core Data Comm, CSC, Energy Electric, Englewood Electric, GE Supply,
Graybar, Hughes Supply, Kent Datacom, LiteComm Supply, Platt, Rexel/CCW, State
Electric, and WESCO Distribution.

         We also negotiated three additional private label agreements in 2001,
(four were negotiated in 2000) in which we manufacture our zone cabling cabinets
for companies that provide telecommunications infrastructure


<PAGE>


solutions. These products are labeled to the specification by the OEM, and
marketed by the OEM directly to its own customers. We have other private label
agreements pending.

         Additionally, American Access Technologies has partnered with modular
furniture manufacturer Herman Miller, Inc. for early entry into projects that
may specify our zone enclosures or Ethocom 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 our distributor Anixter International is
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 zone enclosure 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. We are
represented on three of the TIA's subcommittees to study zone cabling, thus
participating in recommendations for future standards and guidelines for its
use.

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.


<PAGE>


FINANCIAL RISK

Reliance on Affiliates As Source of Business

         Alliances with telecommunications companies such as Tyco's Amp, Krone,
Flexspace, Hitachi's Maxcess and others 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.


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 $1,441,000 in 2001, $2,034,000
in 2000 and $1,747,000 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, with additional patents pending in the U.S. and other countries,
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.

<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.

Risk of delisting from Nasdaq

         At February 14, 2002, the price of the Company's common stock had
closed below the Nasdaq minimum required $1.00 per share for the past 30
consecutive days. Continued listing standards for Nasdaq require that we must
regain compliance and trade above $1.00 for ten (10) consecutive days before
August 13, 2002 or, when viewed with other requirements, we risk being delisted
from the Nasdaq Small Cap Market. If at August 13, 2002, we have not regained
compliance, but we meet the initial listing criteria from the Nasdaq SmallCap
Market, we will be granted an additional 180 calendar days grace period to
demonstrate compliance.

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 $11,000 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 on June 4, 2001 won dismissal in a federal lawsuit
precipitated by the fall of the price of common stock in August, 1999, and filed
in United States District Court, Eastern District of New York, originally on
September 22, 1999, and amended in February 2000. On March 29, 2001, the judge
moved the venue to federal district court in Orlando, Florida. Although
Plaintiffs on July 3, 2001 filed a Motion to Reopen the case, and we
subsequently filed a Memorandum of Law in Opposition to Plaintiffs' Motion, on
August 2, 2001, the judge denied the Plaintiff's motion to reopen, ruling that
the case will remain closed.

         The Company paid for legal services as incurred, which includes the
advancing of any legal fees for indemnification of defendants who are principals
of the Company. Company defendants signed Conflict Waivers and Undertaking to
Repay Expenses for Defense for indemnification under Florida Statutes Section
607.0850(6).

         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

<PAGE>


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 to include damages in excess of $15,000. We allege that Vulcan breached
the terms of the letter agreement and committed other misdeeds in connection
with the joint venture. The lawsuit at March 26, 2002 is in the discovery phase
of litigation.


         American Access on March 15. 2001 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. This note was reserved for the full amount owed. We sought and
received a default judgment in the case against McLean and the guarantor, and
are currently taking all legal avenues toward perfecting that judgment

         On April 10, 2001, American Access Technologies, Inc. entered into an
Agreement and Plan of Merger with DataWorld Solutions, Inc., of Farmingdale, New
York, in which our newly incorporated subsidiary, Dolphin Acquisition Corp., a
corporation registered in Delaware, was to have been merged into DataWorld, with
DataWorld the surviving subsidiary. Subsequent to signing the agreement,
DataWorld suffered material adverse effects to its business condition, which we
believe so prejudiced the terms of the merger against our shareholders that we
terminated the agreement on July 2, 2001. We filed suit against DataWorld on
July 11, 2001 in the 18th Judicial Circuit Court, Seminole County, Florida,
seeking general damages in excess of $15,000 from DataWorld for breach of
contract. DataWorld countersued for $500,000, the termination payment specified
in the agreement, payable under limited circumstances. We do not believe that
DataWorld is entitled to the termination payment. There is no guarantee that
this litigation will terminate in our favor.


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

         At December 21, 2001, shareholders at the annual meeting approved four
proposals.

         The slate of directors for the following year was ratified and includes
John Presley, Erik Wiisanen, Joseph McGuire, William Hadaway and Steven
Robinson, all of who are returning directors. Shareholders voted for the board
slate, with 5,791,404 `yes' votes and 55,465 abstaining. Votes withheld for each
director were: Mr. Presley, 19,450; Mr. Wiisanen, 20,250; Mr. McGuire, 3,600;
Mr. Hadaway, 1,300; and Mr. Robinson, 12,000.

          Shareholders also approved amendments to the 2000 Employees and to the
2000 Directors Stock Option plans. The votes totaled 2,448,684 `yes', 374,568
`no', and 112,007 abstaining for the Employee Stock Option Plan amendment. The
votes totaled 2,417,841 `yes', 404,086 `no', and 55,465 abstaining for the
Director Stock Option Plan amendment.

          The Company's independent accountants for the fiscal year ending 2001
were also ratified. Rachlin, Cohen and Holtz LLP will serve as auditors for the
year ending 2001 by a vote of 5,749,127 `yes', 66,610 `no' and 31,132
abstaining.

<PAGE>

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, 1999 the stock traded on the OTC Bulletin
Board.

         The following table sets forth quotations for the high and low closing
prices for the company's common stock, as reported by Nasdaq, for the periods
indicated below:

<TABLE>
<CAPTION>
                                      High            Low       High          Low
                                         Year Ending               Year Ending
                                      December 31, 2000         December 31, 2001
<S>                               <C>           <C>           <C>          <C>
1st Quarter ..............        $   17.00     $    5.75     $   1.90     $   0.81
2nd Quarter ..............        $   13.25     $    3.375    $   2.00     $   0.77
3rd Quarter ..............        $    9.50     $    4.00     $   1.48     $   0.56
4th Quarter ..............        $    5.00     $    1.156    $   3.92     $   0.67
</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 6,400 investors held the company's common
stock as of December 31, 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.

Recent Sale of Unregistered Securities

          On January 18, 2001 the Company issued from the Treasury 1,500 shares
of common stock, at $6.19 per share, pursuant to a business consulting
arrangement with Bert A. Bodenheimer, which was completed September 4, 2000. The
shares are exempted from registration under Section 4(2) of the Securities Act
of 1933 but are to be registered on an S-8 registration form at a later date.

         On March 15, 2001, the Company entered into an agreement for investment
banking services with Kirlin Securities. As part of the agreement, Kirlin was
issued 200,000 warrants to purchase the Company's common stock with an exercise
price of $1.65. Additionally, Kirlin will be paid 15,000 shares of restricted
stock and will continue to serve as investment banker for one year, paid at the
equivalent of $5,000 in shares of common stock each month, calculated quarterly,
paid in advance. The stock underlying the individually negotiated agreement with
Kirlin is exempt from registration pursuant to Section 42 of the Securities Act
of 1933, and was not issued using general advertising or solicitation. Kirlin
was given full access to our books and records. The certificates contain a
restricted legend and cannot be transferred under this exemption from
registration.

         On April 9, 2001 the Company entered into Employment Agreements with
three key management personnel, John E. Presley, Erik Wiisanen, and Joseph
McGuire. Messrs. Presley and Wiisanen were each issued 332, 685 options to
purchase the Company's common stock at an option price of $2.25. Mr. McGuire was
issued 100,000 options at the same price.

         On August 15, 2001, the Board of Directors caused to be issued stock
purchase options to key employees, officers and directors. The 2000 Stock Option
Plans were amended by shareholders at the Company's Dec. 21, 2001 Annual
meeting. The option price is set at $1.00, as determined by the closing price of
the stock on the Nasdaq Stock Exchange on the date of grant, August 15, 2001.

         In October and November 2001, Crescent International Ltd. sold 368,778
shares of American Access common stock purchased in May 2000 in a private
placement. The shares were sold pursuant to Rule 144 of the Securities Act of
1933.

         On January 11, 2002 the Company acquired the product rights to the
Eclipse Ultraviolet Light Air Cleansing System from Bill Sherer Corporation and
Bill Sherer. In addition to a one-time cash payment of $50,000 and the

<PAGE>

cancellation of approximately $123,000 in an account receivable, the Company is
to pay restricted common stock valued at $500,000 at the time of issue.

         In January and March 2002, the Company engaged members of an Advisory
Board to assist the Company with reviewing sales and marketing material, with
evaluating possible business combinations, with assessing market needs and to
act as liaisons with the market as appropriate. In exchange for such services,
each Advisory Board member received 20,000 stock purchase warrants, exerciseable
at $1.75 per share, vesting 5,000 quarterly over a one year of term.

         All of such securities were not solicited by advertising or any general
solicitation and contain a restrictive legend.


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.

         Our latest acquisition is the product rights to an ultraviolet light
air purifying unit that is installed into the duct work in a home's centralized
air conditioning system. We retained the marketing services of the product's
former owner under a separate agreement.

         A growing 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 now generating 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.

RESULTS OF OPERATIONS

REVENUES

         Revenues for the year ended December 31, 2001 decreased by $1,203,229
to $4,068,224 as compared to $5,271,453 for the year ended December 31, 2000.
Sales of zone cabling termination cabinets decreased by $510,093 and sales of
formed metal decreased by $693,136 in 2001 compared to 2000. The decrease in
formed metal sales is attributed to cancellations and fewer new projects
pursuant to the slowdown of the economy. The decrease in zone cabling cabinets
is attributed to the slowdown in the economy, which affected new construction.


<PAGE>


COSTS AND EXPENSES

         Direct costs for the year ended December 31, 2001 represented 53.0% of
revenues. For the year ended December 31, 2000 these costs represented 48.7% of
revenues. The increase in direct costs is primarily due to the smaller formed
metal jobs and to a price reduction in the zone cabling cabinets, implemented in
anticipation of larger and multiple orders from our growing number of
distributors and OEM partners.

         Compensation and related benefits expenses decreased by $276,284 to
$1,168,153 for the year ended December 31, 2001. These costs totaled $1,444,437
for the year ended December 31, 2000. This decrease is due primarily to the
adjustment of our sales force.

         Selling, general and administrative expenses for the year ended
December 31, 2001 amounted to $1,839,489. This was a decrease of $552,978 from
the December 31, 2000 amount of $2,392,467. This reduction was primarily a
result of reduction of commissions paid to outside reps, reduced travel, reduced
payroll taxes due to fewer employees, reduced office expenses, a reduction in
professional fees (primarily attorneys), and significant reduction in
amortization due to goodwill written down last year.

LOSS FROM OPERATIONS

         Loss from operations for the year ended December 31, 2001 increased
 $63,843 to $1,417,496 as compared to $1,353,653 for the year ended December 31,
 2000.

NET LOSS

         Net loss for the year ended December 31, 2001 decreased $592,724 to
$1,441,069 as compared to $2,033,793 for the year ended December 31, 2000. This
improvement is the result of not having unusual (non-operating) expenses in
2001.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used by operating activities was $867,407 and $1,195,401 for
the years ended December 31, 2001 and 2000 respectively. Net cash used by
operating activities during the year ended December 31, 2001 consisted primarily
of net losses, increase in accounts receivable, offset by depreciation,
amortization and warrants issued for services. Net cash used by operating
activities during the year ended December 31, 2000 primarily consisted of net
losses, increase in 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 in investing activities for the year ended December 31,
2001 was $1,571,865. This represents purchase of investments offset by proceeds
of $200,000 from notes receivable. Net cash provided used in investing
activities for the year ended December 31, 2000 was $6,417. Funds received were
from the sale of investments and payment of notes receivable offset by increase
in notes receivable and property and equipment acquisition.

         Net cash provided by financing activities was $2,388,081 for the year
ended December 31, 2001. The Company received proceeds of $2,624,675 from the
exercise of warrants and repaid a capital lease of $244,379. 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.

         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.

<PAGE>


         Our May 2000 Stock Purchase Agreement with Crescent International Ltd.,
a Bermuda-based investment company, expired in the fourth quarter of 2001. Upon
execution of the Stock Purchase Agreement Crescent purchased 406,278 shares of
Common Stock at a purchase price of $1,900,000.

         Crescent still owns an Incentive Warrant to purchase up to 128,000
shares at an exercise price of $7.0149 per share, which expires in May 2005.
This exercise price is subject to adjustment under certain circumstances in the
event of stock splits, stock dividends, recapitalizations, reclassifications,
and similar events.

         The Company has filed a post-effective amendment to the Registration
Statement for the shares underlying the Incentive Warrant. Pursuant to
Crescent's Registration Rights, the Company was required to pay to Crescent
liquidated damages of $82,455 for failing to keep the Registration Statement
effective prior to this amendment.

         Our contractual obligations and commercial commitments consist of
payments due monthly on a lease for our Lake Mary property. Lease payments total
$160,798 for the period from March 1, 2002 until the lease ends on May 30, 2003.
We own our Keystone Heights facility, which is unencumbered. Additionally, under
a purchase of product rights agreement for our recently acquired ultraviolet
light air cleansing system, the Eclipse, the Company, along with other
conditions, is obligated to pay $500,000 in restricted common stock. The Seller
has the discretion to call for shares no sooner than one year after the
effective date of the agreement and no later than five years after the effective
date.

         MANAGEMENT'S PLANS INCLUDE THE FOLLOWING:

         o        Sales of our products in the last quarter of 2001 increased by
                  more than 44% from sales in the third quarter 2001. However,
                  we have posted a net loss for 2001 which we attribute to the
                  soft economy, a factor in zone cabling projects being
                  cancelled or postponed, and which caused a loss of metal
                  fabricating business when some of Omega's customers ceased
                  operations.
         o        The company added to its sales efforts beginning in the fourth
                  quarter of 2001. We hired an inside sales associate and in
                  February and March 2002, we hired three independent sales
                  associates who will work closely with our distributors, Value
                  Added Resellers, and end-users. Our vice president of sales is
                  making more direct calls on large corporations for private
                  labeling and in conjunction with expansion projects they may
                  have planned. Our emphasis continues to be 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. We expanded our product line in 2001,
                  and our wireless cabinet has been well received in the
                  marketplace.
         o        We are focused on growth for sales and revenue. We remain debt
                  free, with substantial working capital after the exercise of
                  stock purchase warrants in October 2001 netted the Company
                  almost $2.7 million. We 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        We added to our product line in January 2002 when we acquired
                  all rights to the Eclipse Ultraviolet Light Air Purifying
                  System, installed in a home's HVAC system. We believe that
                  this acquisition will expand our presence in the marketplace
                  and significantly contribute to our revenue growth.
         o        American Access in 2001 amended its Qualified Stock Option
                  Incentive Plan for Employees and Directors, which was approved
                  by shareholders at the 2000 annual meeting. By amending the
                  plan, we are able to continue to offer this incentive to
                  employees who are key in making the company grow profitably.
         o        In November 2001, the Board of Directors voted to participate
                  in a stock by-back program, the third year we have chosen to
                  invest in our Company. The Board authorized $1 million in
                  stock purchases, and to date we have bought back 29,800 shares
                  totaling $1,500 in December 2001 and $22,000 in 2002.
         o        The Company is currently a member of the Telecommunications
                  Industry Association, and we have committed to working on its
                  subcommittees that study zone cabling solutions. The TIA sets
                  telecommunications industry standards.
<PAGE>

         o        We created an Advisory Board of accomplished professionals in
                  the telecommunications and other related industries. Members
                  are assisting us in evaluating joint ventures, pending and
                  future private label agreements, and possible future
                  acquisitions and mergers. Members may also review public
                  relations and marketing materials, make presentations,
                  introduce the Company's zone cabling products to help
                  establish a niche in the marketplace, suggest improvements to
                  business procedures, and advise the Company on products,
                  industry customs and trends.
         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. Indeed, in October 2001, the
                  Company realized almost $2.7 million from the exercise of
                  warrants. 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 in the
                  future, competition, technological obsolescence and the
                  difficulties faced by young companies in general.

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:


 Name                       Age   Position

 John Presley                62   President, Director
 Joseph McGuire              43   Sec/Treasurer, Director
 Steve Robinson              52   Director
 Erik Wiisanen               58   Director, VP Marketing, Omega Metals, Inc.
 William Hadaway             62   Director
 William Boyd                43   Vice President of Sales


         JOHN PRESLEY has been a director of the company since November 1998,
and President and CEO 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 appointed Chief Financial Officer and a director on
June 29, 2000. He has 14 years CFO experience, and is a CPA. 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 he helped 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.

<PAGE>

         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. 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.

         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.

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>
John E. Presley,                2001         $175,000               -0-                 -0-
President
---------------------------------------------------------------------------------------------------
Erik Wiisanen                   2001         $125,000               -0-                 -0-
Vice President
Omega Metals
---------------------------------------------------------------------------------------------------
Joseph McGuire                  2001         $115,000               -0-                 -0-
Chief Financial Ofc.
---------------------------------------------------------------------------------------------------
John E. Presley,                2000         $175,000               -0-                 -0-
President
---------------------------------------------------------------------------------------------------
Erik Wiisanen                   2000         $125,000               -0-                 -0-
Vice President
Omega Metals
---------------------------------------------------------------------------------------------------
John Presley,                   1999         $175,000               -0-                 -0-
President
---------------------------------------------------------------------------------------------------
Erik Wiisanen                   1999         $125,000               -0-                 -0-
Vice President
Omega Metals
---------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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 named officers in the above table
in the fiscal year ended 2001.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Name                  Number of Securities Underlying     % of Total Options/SARs Granted      Exercise   Expiration Date
                      Options/SARs Granted                Employees in Fiscal Yr.              Price
--------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                 <C>                                  <C>               <C>
John Presley,         193,334                             10.02%                               $1.00        July 1, 2006
President             332,685                             17.25%                               $2.25        April 9, 2006
--------------------------------------------------------------------------------------------------------------------------
Erik Wiisanen         188,333                              9.76%                               $1.00        July 1, 2006
Vice President        332,685                             17.25%                               $2.25        April 9, 2006
--------------------------------------------------------------------------------------------------------------------------
Joseph McGuire        193,333                             10.02%                               $1.00        July 1, 2006
CFO                   100,000                              5.18%                               $2.25        April 9, 2006
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

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, President   --0--             --0--       1,318,019                     --0--
---------------------------------------------------------------------------------------------------------------------
Erik Wiisanen             --0--             --0--          787,888                    --0--
Vice President
Omega Metals
---------------------------------------------------------------------------------------------------------------------
Joseph McGuire            --0--             --0--          393,333                    --0--
Chief Financial Ofc.
---------------------------------------------------------------------------------------------------------------------
</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 December 21, 2001, the shareholders voted to amend the 2000
Directors Stock Option Plan to increase the shares funding the plan from 300,000
to 600,000. The plan was originally adopted in June 2000 as incentive for
continued and future service. Each director is awarded 50,000 options to
purchase American Access stock with additional shares granted for service on
committees, automatically renewable each year.

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, 2001, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied, other than Form 5 for fiscal year 2000 filed by
amendment by certain officer and directors pursuant to the grant of stock
purchase options and warrants.

ITEM 10: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 5, 2002, 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.

<PAGE>

Name and Address of Shareholder       Number of Shares         Percent of Class

John Presley                            1,431,254(1)                19.98%
6689 Shands Road
Keystone Heights, Florida 32656

Erik Wiisanen                             901,123(1)                13.58%
6689 Shands Road
Keystone Height, Florida 32656

Joseph McGuire                            410,333(1)                 6.58%
37 Skyline Drive Suite 1101
Lake Mary, Florida 32746

Steve Robinson                            118,000(1)                 1.99%
1401 Horizon Court
Orlando, Florida 32809

William Hadaway                            95,000(1)                 1.60%
340 Crown Oak Center
Longwood, Florida 32750

Bobby E. Story                            409,159(1)                 6.54%
164 Golf Club Dr.
Longwood, Florida 32779

M.S. Farrell, Inc.                        495,910(1)                 7.82%
67 Wall Street
New York, NY 10005

William Boyd                              170,000(1)                 2.83%
6689 Shands Road
Keystone Heights, Florida 32656

All directors and officers as a group   3,125,710                   35.99%
(6 persons)


Based upon 5,846,869 shares outstanding on February 6, 2002.

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

----------------------------------------------------------------------------------------------------------------------
NAME           $1.00 OPTIONS     $8 WARRANTS                 $22 WARRANTS           $5.67 OPTIONS    $2.25 WARRANTS
----------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>                         <C>                    <C>              <C>
John Presley   193,334           150,000                     150,000                160,000          664,685
----------------------------------------------------------------------------------------------------------------------
Erik Wiisanen  188,333           *                           *                      155,000          444,555
----------------------------------------------------------------------------------------------------------------------
Joseph         193,333           *                           *                       50,000          150,000
McGuire
----------------------------------------------------------------------------------------------------------------------
Steve           60,000           *                           *                      *                 15,000
Robinson
----------------------------------------------------------------------------------------------------------------------
Bobby Story    *                 100,000                     100,000                100,000          109,159
----------------------------------------------------------------------------------------------------------------------
William Boyd    75,000           *                           *                       20,000           75,000
----------------------------------------------------------------------------------------------------------------------
William         65,000           *                           *                      *                 30,000
Hadaway
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
NAME           $2.25 WARRANTS    $4.75 WARRANTS  $5.61       $6 WARRANTS     $10    $11 WARRANTS     $25 WARRANTS
----------------------------------------------------------------------------------------------------------------------
M.S. Farrell   82,000            100,000        10,160       100,000     100,000    100,000          3,750
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


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 were 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
agreement for a total of $200,000, payable to the Company on or before December
31, 2000, with interest at the rate of 10 percent paid in arrears. 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 were extended to June 30, 2001 by a vote of
disinterested directors on January 14, 2001, in accordance with the Florida
Business Corporation Act. Subsequently, on August 9, 2001 the notes were
extended to June 30, 2002. A reserve for collectibility in the amount of
$221,278, including interest of $21,278, was taken on Mr. Story's note in the
quarter ended June 30, 2001. On October 18, 2001 Mr. Story repaid to the Company
the amount owed under the two promissory notes for $200,000 plus interest of
$26,867 for a total of $226,867. The reserve was reversed in the Company's
financial statement for the quarter ended September 30, 2001.
..

         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, stockholder and former director/ officer. The site is not currently
operating, as it has been determined that it conflicts with the interests of our
distributors. Mr. Story is evaluating the future of the Business to Business
e-commerce site with an option to purchase the subsidiary for $500,000. Mr.
Story was issued 213,333 options to purchase the common stock of American Access
with an exercise price of $2.25, for managing the subsidiary. He exercised
104,174 options and from the proceeds repaid to the Company on October 18, 2001
two promissory notes for $200,000 plus $26,867 interest, for a total of
$226,867. The remaining 109,159 options are still outstanding at March 25, 2002.

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

         a.) FINANCIAL STATEMENTS

         b.) REPORTS ON FORM 8-K

         One report on Form 8-K was filed with the Securities and Exchange
Commission in the fourth quarter on November 6, 2001 as Form 8-K reported Item
5. Other Events and Item. 9. Regulation FD Disclosure pursuant to the exercise
of warrants and the repayment of two promissory notes.

<PAGE>


         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).
o        8.4 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        8.5 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        8.6 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        8.7 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        8.8 Employee 2000 Stock Option Plan. (Incorporated by Reference to Form
         10K SB as filed April 20, 2000.)
o        8.9 Directors 2000 Stock Option Plan. (Incorporated by Reference to
         Form 10K SB as filed April 20, 2000.)
o        8.10 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        8.11 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        8.12 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        8.13 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        8.14 Promissory note executed by director and officer-employee Erik
         Wiisanen. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)
o        8.15 Promissory note executed by director and officer-employee John
         Presley. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)
o        8.16 Promissory note executed by director and officer-employee Bobby
         Story. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)

<PAGE>


o        8.17 Promissory note executed by Bobby Story for pledge of common
         stock. (Incorporated by reference to Form 10Q-SB filed August 15,
         2000.)
o        8.18 Management With Option to Purchase Agreement executed March 28,
         2001, for the management and future sale of the Company's subsidiary,
         Zonecabling.com, Inc. (Incorporated by reference to Form 10K-SB filed
         April 2, 2001.)
o        8.19 Employment Agreement executed by John Presley on April 9, 2001.
         (Incorporated by reference to the Company's Form 8-K, filed April 20,
         2001)
o        8.20 Employment Agreement executed by Erik Wiisanen on April 9, 2001.
         (Incorporated by reference to the Company's Form 8-K, filed April 20,
         2001)
o        8.21 Employment Agreement executed by Joseph McGuire on April 9, 2001.
         (Incorporated by reference to the Company's Form 8-K, filed April 20,
         2001)
o        8.22 Agreement and Plan of Merger with DataWorld Solutions executed
         April 10, 2001. (Incorporated by reference to the Company's Form 8-K,
         filed April 20, 2001.)
o        8.23 Agreement for the Acquisition of Product Rights from Bill Sherer
         Corp. and Bill Sherer, executed January 11, 2002.
o        21 Subsidiaries of the Small Business Issuer

<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: March 27, 2002


         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: March 27, 2002



Signature                     Title                               Date

/s/ John Presley              President and Director              March 27, 2002
--------------------          (Principal Executive Officer)
    John Presley

/s/ Joseph McGuire            Treasurer, (Principal Accounting    March 27, 2002
--------------------          Officer,) Director
    Joseph McGuire

/s/ Erik Wiisanen             Director                            March 27, 2002
--------------------
    Erik Wiisanen

/s/ Steve Robinson            Director                            March 27, 2002
--------------------
    Steve Robinson

/s/ William Hadaway           Director                            March 27, 2002
--------------------
    William Hadaway


<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-30






<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, 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years ended December 31, 2001 and 2000. 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 auditing standards generally accepted
in the United States. 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, 2001, and the results of
their operations and their cash flows for each of the years ended December 31,
2001 and 2000, in conformity with accounting principles generally accepted in
the United States.

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
February 1, 2002


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

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                            ASSETS
                                            ------
Current Assets:
<S>                                                                              <C>
   Cash and cash equivalents                                                     $    348,757
   Investment securities                                                            1,751,665
   Accounts receivable, net of allowance of $75,000                                 1,084,012
   Inventories                                                                        707,553
   Prepaid expenses and other current assets                                           83,093
   Notes receivable, directors and stockholders,
     including accrued interest                                                       178,211
   Note receivable, other, net of allowance of $361,562                                    --
                                                                                 ------------
         Total current assets                                                       4,153,291

Property, Plant and Equipment                                                       2,883,368
Patent Costs                                                                           70,404
Deposit on Product Rights                                                             129,780
Other Assets                                                                           13,075
                                                                                 ------------

         Total assets                                                            $  7,249,918
                                                                                 ============

                             LIABILITIES AND STOCKHOLDERS' EQUITY
                             ------------------------------------
Current Liabilities:
   Accounts payable                                                              $    370,373
   Accrued expenses                                                                    89,169
                                                                                 ------------
         Total current liabilities                                                    459,542
                                                                                 ------------

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;
                                                                                        5,847
      issued 5,846,870 shares
   Additional paid-in capital                                                      13,606,551
   Deficit                                                                         (6,820,252)
   Treasury stock, 2,000 common shares at cost                                         (1,500)
   Stock subscription receivable, net of allowance of approximately $2,712,000           (270)
                                                                                 ------------

         Total stockholders' equity                                                 6,790,376
                                                                                 ------------
         Total liabilities and stockholders' equity                              $  7,249,918
                                                                                 ============
</TABLE>


                                       F-2
<PAGE>


               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000



<TABLE>
<CAPTION>
                                                               2001            2000
                                                               ----            ----
Net Sales
<S>                                                       <C>             <C>
    Formed metal                                          $ 2,722,428     $ 3,415,564
    Zone cabling termination cabinet                        1,345,796       1,855,889
                                                          -----------     -----------
                                                            4,068,224       5,271,453
                                                          -----------     -----------

Costs and Expenses:
    Cost of sales                                           2,155,748       2,566,837
    Selling, general and administrative                     1,839,489       2,392,467
    Compensation and related benefits                       1,168,153       1,444,437
    Stock-based compensation                                  322,330         221,365
                                                          -----------     -----------
                                                            5,485,720       6,625,106
                                                          -----------     -----------

Loss Before Other Income (Expense)                         (1,417,496)     (1,353,653)
                                                          -----------     -----------

Other Income (Expense):
    Interest income                                            40,662          72,945
    Other income                                               23,300          34,915
    Realized and unrealized gain (loss) on investments            878          13,064
    Abandoned joint venture                                        --        (182,736)
    Write-off of goodwill                                          --        (254,803)
    Provision for doubtful notes receivable                   (20,000)       (361,562)
    Interest expense                                          (68,413)         (1,963)
                                                          -----------     -----------
                                                              (23,573)       (680,140)
                                                          -----------     -----------

Net Loss                                                  $(1,441,069)    $(2,033,793)
                                                          ===========     ===========

Basic Net Loss Per Common Share                           $      (.30)    $      (.45)
                                                          ===========     ===========

Weighted Average Common Shares Outstanding                  4,797,251       4,540,847
                                                          ===========     ===========

                 See notes to consolidated financial statements

</TABLE>

                                       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        Deficit
                                                       ------      ------       ------     ------      -------        -------


<S>                                                    <C>      <C>             <C>         <C>       <C>           <C>
Balance, December 31, 1999                             10,600   $ 1,060,000     4,094,239   $ 4,094   $ 9,144,508   $(3,208,875)

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)      215,534       216     1,196,299      (136,515)
   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                                                --            --            --        --            --    (2,033,793)
                                                     --------   -----------   -----------   -------   -----------   -----------

Balance, December 31, 2000                                 --   $        --     4,740,948   $ 4,741   $11,174,677   $(5,379,183)

Year Ended December 31, 2001:
   Return and retirement of treasury stock                 --            --      (277,100)     (277)     (523,033)           --
   Warrants granted for services                           --            --            --        --       173,830            --
   Stock issued for services                               --            --        96,500        96       157,689            --
   Exercise of warrants                                    --            --     1,286,522     1,287     2,623,388            --
   Treasury stock purchased                                --            --            --        --            --            --
   Net loss                                                --            --            --        --            --    (1,441,069)
                                                     --------   -----------   -----------   -------   -----------   -----------
Balance December 31, 2001                                  --   $        --     5,846,870   $ 5,847   $13,606,551   $(6,820,252)
                                                     ========   ===========   ===========   =======   ===========   ===========




[restubbed table]
<CAPTION>

                               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)

                                                                        Stock       Treasury
                                                        Treasury    Subscription     Stock

                                                          Stock      Receivable    Receivable      Total
                                                          -----      ----------    ----------      -----


<S>                                                  <C>          <C>            <C>            <C>
Balance, December 31, 1999                           $ (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                             --             --             --             --
   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)
                                                     ----------   ------------   ------------   ------------

Balance, December 31, 2000                           $ (288,660)  $       (270)  $   (234,650)  $  5,276,655

Year Ended December 31, 2001:
   Return and retirement of treasury stock              288,660             --        234,650             --
   Warrants granted for services                             --             --             --        173,830
   Stock issued for services                                 --             --             --        157,785
   Exercise of warrants                                      --             --             --      2,624,675
   Treasury stock purchased                              (1,500)            --             --         (1,500)
   Net loss                                                  --             --             --     (1,441,069)
                                                     ----------   ------------   ------------   ------------
Balance December 31, 2001                            $   (1,500)  $       (270)  $         --   $  6,790,376
                                                     ==========   ============   ============   ============
</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, 2001 AND 2000

<TABLE>
<CAPTION>


                                                                                     2001            2000
                                                                                     ----            ----
Cash Flows from Operating Activities:
<S>                                                                               <C>             <C>
   Net loss                                                                       $(1,441,069)    $(2,033,793)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                   354,733         423,161
      Warrants and stock issued for services                                          322,330         221,365
      Realized and unrealized gains on investments                                       (878)        (13,064)
      Provision for doubtful accounts                                                  21,505          30,922
      Provision for doubtful notes receivable                                          20,000         361,562
      Write-off of goodwill                                                                --         254,804
      Changes in operating assets and liabilities:
      (Increase) decrease in:
         Accounts receivable                                                          (93,805)        (27,721)
         Inventories                                                                  (55,615)       (211,124)
         Prepaid expenses and other assets                                            (41,822)        (16,654)
      Increase (decrease) in accounts payable and accrued expenses                     47,214        (184,859)
                                                                                  -----------     -----------
            Net cash used in operating activities                                    (867,407)     (1,195,401)
                                                                                  -----------     -----------

Cash Flows from Investing Activities:
   Purchase of investments                                                         (1,750,787)             --
   Proceeds from sale of investments                                                       --         846,408
   Proceeds from payments on notes receivable                                         200,000         250,000
   Increase in notes receivable                                                        (4,223)       (419,935)
   Acquisition of property and equipment                                              (16,855)       (667,872)
   Patent costs                                                                            --         (15,018)
                                                                                  -----------     -----------
                  Net cash used in investing activities                            (1,571,865)         (6,417)
                                                                                  -----------     -----------

Cash Flows from Financing Activities:
   Proceeds from exercise of warrants                                               2,624,675          40,000
   Proceeds from sale of common stock, net of related costs                             9,285       1,533,885
   Payments on capital lease obligations                                             (244,379)             --
   Payments on line of credit                                                              --         (73,812)
   Acquisition of treasury stock                                                       (1,500)       (612,416)
                                                                                  -----------     -----------
                  Net cash provided by financing activities                         2,388,081         887,657
                                                                                  -----------     -----------

Net Decrease in Cash and Cash Equivalents                                             (51,191)       (314,161)

Cash and Cash Equivalents, Beginning                                                  399,948         714,109
                                                                                  -----------     -----------

Cash and Cash Equivalents, Ending                                                 $   348,757     $   399,948
                                                                                  ===========     ===========
</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, 2001 AND 2000



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, authorize 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 13). 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. At December 31, 2001, there was no Preferred stock issued and
            outstanding.

            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.

       BUSINESS

            The Company manufactures patented zone cabling enclosures for the
            telecommunications industry. The enclosures house and route cables
            and wires used in voice, computer and data transmission systems.
            Copper, fiber optic and wireless network systems can be moved, added
            to or changed through the enclosure rather than through longer runs
            back to the telecommunications closet.

            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 of the Company, was
            incorporated on May 4, 2000, to develop a Business-to-Business
            e-commence portal, and is currently inactive.

                                      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 owned 76% of AATK.com which is
            inactive and administratively dissolved inasmuch as the joint
            venture has been dissolved and is the subject of pending litigation
            (see Note 16).

            Dolphin Acquisition Corporation, a wholly-owned subsidiary of the
            Company, which as incorporated in April 2001, was formed as a part
            of an agreement and plan of merger with an unrelated entity. The
            subsidiary was to be merged into this entity with the entity
            becoming the surviving subsidiary. The Company terminated the
            agreement and plan of merger on July 2, 2001 and is currently
            involved in litigation with the entity (see Note 16). Dolphin
            Acquisition Corporation is currently inactive.

         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
            accounting principles generally accepted in the United States
            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, investments in securities, accounts receivable and
            notes receivable.



                                      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)

             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, 2001, the Company had deposits
                  in excess of federally insured limits of approximately
                  $98,000. The Company maintains its cash with high quality
                  financial institutions, which the Company believes limits
                  these risks.

                  In addition, the Company maintains investment accounts with a
                  financial institution which is not insured by the FDIC. These
                  funds, which were invested primarily in mutual funds and
                  equity instruments at December 31, 2001, may be subject to
                  insurance by SIPC, Securities Investor Protection Corporation,
                  subject to various limitations. At December 31, 2001,
                  $1,751,665 was held in this account.

             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.

         INVESTMENT SECURITIES

            The Company classifies its investment securities in one of three
            categories: trading, available for sale, or held-to-maturity.
            Trading securities are bought and held principally for the purpose
            of selling them in the near term. Held-to-maturity are those
            securities as to which the Company has the ability and intent to
            hold the security until maturity. All other securities not included
            in trading or held-to-maturity are classified as available for sale.
            Trading and available for sale securities are recorded at fair
            value. Held-to-maturity securities are recorded at amortized costs,
            adjusted for the amortization or accretion of premiums and
            discounts.

            Unrealized holding gains and losses, net of the related tax effect,
            on available for sale securities are excluded from earnings and are
            reported as a separate component of stockholders' equity until
            realized. Realized gains and losses from the sale of available for
            sale securities are determined on a specific identification basis. A
            decline in the market value of any available for sale or
            held-to-maturity security below cost that is deemed other than
            temporary results in a reduction in carrying amount to fair value.
            The impairment is charged to earnings and a new cost basis for the
            security is established. Dividend and interest income are recognized
            when earned.

                                      F-8

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         INVESTMENT SECURITIES (Continued)

            Investment securities at December 31, 2001 consist of mutual funds
            and equity securities, which are classified as trading securities.

         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 four patents on the Company's products. In each
            of the years 1998 through 2001, a patent was finalized and issued by
            the United States Patent Department. The Company amortizes the cost
            of patents over the patents' lives, 18 years.

         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.

         ADVERTISING

            Advertising costs are charged to expense as incurred. Advertising
            costs were not material during the years ended December 31, 2001 and
            2000.

         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.

                                       F-9


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         INCOME TAXES (Continued)

            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 August 2001, the FASB issued Statement No. 144, "Accounting for
            the Impairment or Disposal of Long-Lived Assets" (SFAS 144), which
            addresses financial accounting and reporting for the impairment or
            disposal of long-lived assets. SFAS 144 supersedes Statement No.
            121,

            "Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to Be Disposed Of", and the accounting and
            reporting provisions of APB Opinion No. 30, "Reporting the Results
            of Operations - Reporting the Effects of Disposal of a Segment of a
            Business, and Extraordinary, Unusual and Infrequently Occurring
            Events and Transactions", for the disposal of a segment of a
            business. SFAS 144 retains the requirement in Opinion No. 30 to
            report separately discontinued operations and extends that reporting
            to a component of an entity that either has been disposed of or is
            classified as held for sale. The Company is required and plans to
            adopt the provisions of SFAS 144 for the quarter ending March 31,
            2002. The Company does not believe the adoption of SFAS 144 will
            have a significant impact on its financial statements.

            In June 2001, the Financial Accounting Standards Board (FASB) issued
            Statement of Financial Accounting Standards (SFAS) No. 143,
            "Accounting for Asset Retirement Obligations". SFAS 143 requires
            entities to record the fair value of a liability for an asset
            retirement obligation in the period in which it is incurred. The
            statement requires that the amount recorded as a liability be
            capitalized by increasing the carrying amount of the related
            long-lived asset. Subsequent to initial measurement, the liability
            is accreted to the ultimate

                                      F-10

<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)

            amount anticipated to be paid, and is also adjusted for revisions to
            the timing or amount of estimated cash flows. The capitalized cost
            is depreciated over the useful life of the related asset. Upon
            settlement of the liability, an entity either settles the obligation
            for its recorded amount or incurs a gain or loss upon settlement.
            SFAS 143 will be effective for the Company's financial statements
            beginning January 1, 2002, with earlier application encouraged. The
            Company believes that the adoption of this statement will not have a
            significant impact on the results of operations or financial
            position of the Company.

            In July 2001, the FASB issued SFAS No. 141, "Business Combinations",
            and SFAS No. 142, "Goodwill and Other Intangible Assets" which
            replace Accounting Principles Board Opinion Nos. 16, "Business
            Combinations" and 17, "Intangible Assets", respectively. SFAS No.
            141 requires that the purchase method of accounting be used for all
            business combinations initiated after June 30, 2001, and that the
            use of the pooling-of-interests method be prohibited. SFAS No. 142
            changes the accounting for goodwill from an amortization method to
            an impairment-only method. Amortization of goodwill, including
            goodwill recorded in past business combinations, will cease upon
            adoption of SFAS No. 142, which the Company will be required to
            adopt on January 1, 2002. After December 31, 2001, goodwill can only
            be written down upon impairment discovered during annual tests for
            fair value, or discovered during tests taken when certain triggering
            events occur. The Company believes that the adoption of this
            statement will not have a significant impact on the results of
            operations or financial position of the Company.

            In September 2000, Statement of Financial Accounting Standards No.
            140, Accounting for Transfers and Servicing of Financial Assets and
            Extinguishments of Liabilities (SFAS 140) was issued. SFAS 140
            provides accounting and reporting standards for transfers and
            servicing of financial assets and extinguishments of liabilities.
            SFAS 140 is effective for recognition and reclassification of
            collateral and for disclosures relating to securitization
            transactions and collateral for fiscal years ending after December
            15, 2000 and is effective for transfers and servicing of financial
            assets and extinguishments of liabilities occurring after March 31,
            2001. The adoption of SFAS 140 did not have a material effect on the
            financial position or results of operations of the Company.

            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-11

<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 adoption of this standard on January 1, 2001 did not
            significantly effect the Company's 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, 2001, the Company reflected stockholders' equity
            of approximately $6,790,000. However, the Company has incurred net
            losses of approximately $1,441,000 in 2001 and $2,034,000 in 2000,
            and has an accumulated deficit balance of approximately $6,820,000
            at December 31, 2001. 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 4, 6, 14 and 16 for further
            information regarding these transactions.

         PENDING LITIGATION

            The Company is involved in certain pending litigation as to which it
            cannot predict the outcome with any certainty (see Note 16).

                                      F-12


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 3.  INVESTMENT SECURITIES

         All marketable securities are deemed by management to be trading and
         are reported at fair value with net unrealized gains or losses reported
         on the consolidated statement of operations. Realized gains and losses
         are recorded based on the specific identification method. For the year
         ended December 31, 2001, gross unrealized gains and losses were
         approximately $880. The carrying amount of the Company's investments is
         shown in the table below:

            Equity securities                             $1,350,000
            Mutual funds                                     401,665
                                                          ----------
                                                          $1,751,665
                                                          ==========


NOTE 4.  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. Each of these
            notes were extended to June 30, 2002. On October 18, 2001, the
            former Director and Chief Financial Officer repaid the amount owed
            under the two promissory notes, plus interest of $26,866, for a
            total of $226,866.

            No interest has been paid on remaining notes receivable since
            inception and through December 31, 2001.

            In addition, the Company loaned $20,000 to a stockholder pursuant to
            a note receivable, interest at 10%, principal due December 31, 2001.
            A reserve for doubtful collectibility in the amount of $20,000 has
            been provided as of December 31, 2001.

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

            Officers/Directors/Stockholders   $155,000     $ 23,212   $178,212

                                      F-13


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 4.  NOTES RECEIVABLE, DIRECTORS AND STOCKHOLDERS (Continued)

         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 was secured
            with personal assets. The shares were to be returned to the Company
            at the earlier of the date the common stock price reaches $15 or
            June 30, 2001. On March 30, 2001, the shares were returned to the
            Company and subsequently retired.

NOTE 5.  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, 2001.


NOTE 6.  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, were due on December 31, 2001, and
         bear interest at 10%. The Company could have required the notes be paid
         in full sooner if the Company stock price equaled or exceeded $35 (the
         market price of the Company's common stock was $0.80 at December 31,
         2001).

         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, 2001 follows:

            Notes receivable                              $2,160,000
            Accrued interest receivable                      551,978
                                                          ----------
                                                           2,711,978
            Less allowance                                 2,711,708
                                                          ----------
                                                          $      270
                                                          ==========

                                      F-14

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 6.  STOCK SUBSCRIPTION RECEIVABLE (Continued)

         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. No interest was recorded in 2001 due to uncertainty of
         collectibility.

NOTE 7.  PRODUCT LINE DISPOSAL

         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. 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 for the year ended December 31,
         2000.


NOTE 8.  INVENTORIES

         Raw materials                                   $191,371
         Work-in-process                                   96,482
         Finished goods                                   419,700
                                                         --------
                                                         $707,553


NOTE 9.  PROPERTY, PLANT AND EQUIPMENT

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

         Land                                    --          $  103,860
         Building and improvements               30           1,369,805
         Machinery and equipment                5-7           3,634,584
         Vehicles                               3-5              40,303
         Tools                                  3-5              28,064
                                                             ----------
                                                              5,176,616
         Less accumulated depreciation                        2,293,248
                                                             ----------
                                                             $2,883,368
                                                             ==========

         Depreciation expense for the years ended December 31, 2001 and 2000 was
         $324,826 and $264,608, respectively.


NOTE 10. 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%.

                                      F-15


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 10. OBLIGATIONS UNDER CAPITAL LEASES (Continued)

         In October, 2001, the Company paid for the equipment in full and
         terminated the capital lease agreement. Approximately $60,000 was paid
         in accelerated interest in conjunction with this capital lease
         termination.


NOTE 11. 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. There
         were no contributions made for 2001 and 2000, 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 12. 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.

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

                                                             2001        2000
                                                             ----        ----

            Tax provision at the statutory rate of 34%    $(490,000)  $(691,000)
            State income taxes, net of federal income tax   (43,000)    (62,000)
            Net operating loss carryforward adjustment      (48,000)   (313,000)
            Provisions for uncollectible amounts              7,000     137,000
            Exercise of stock options and warrants         (435,000)    (61,000)
            Change in valuation allowance                   927,000     908,000
            Stock options not exercised                     (82,000)     82,000
                                                          ---------   ---------
                                                          $      --   $      --
                                                          =========   =========

                                      F-16


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 12. INCOME TAXES (Continued)

         As of December 31, 2001, the Company had consolidated net operating
         loss carryforwards for federal income tax reporting purposes amounting
         to approximately $7,071,000, 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, 2001 were as
         follows:

            Net operating loss carryforward             $ 2,616,000
            Allowance for collectibility                    169,000
            Depreciation and amortization                  (233,000)
            Less valuation allowance                     (2,552,000)
                                                        -----------
            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 the respective 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 respective taxing authorities.


NOTE 13. PREFERRED STOCK

         Preferred stockholders converted the remaining 10,600 preferred 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.


                                      F-17

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 14. COMMON STOCK

         EQUITY FINANCING

            On May 2, 2000, the Company entered into a Stock Purchase Agreement
            ("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 paid 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.

            In 2001, no additional shares were sold to the investor. In November
            2001, the Agreement expired. During 2001, the Company was required
            to pay approximately $82,000 representing liquidated damages in
            accordance with the Agreement for failing to keep effective a
            registration statement for the common shares and the shares
            underlying the incentive warrant.

         ISSUANCE OF COMMON STOCK FOR SERVICES

            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.

            In January 2001, the Company issued 1,500 shares of common stock
            pursuant to a business consulting arrangement with an investor,
            which was completed September 4, 2000.

            In April 2001, the Company issued 65,000 shares of common stock to
            the Company's outside counsel for legal services rendered in
            connection with an agreement and plan of merger (see Note 15).

            In August 2001, the Company entered into an agreement for investment
            banking services. The Company agreed to pay $5,000 of common stock a
            month, the amount of shares due, to be recalculated quarterly, for
            one year, payable at the beginning of each three-month period. The
            Company issued an initial payment of 15,000 shares in October 2001.


                                      F-18

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. 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 with a life of five years. Subsequent to the grant, 10,000
            options were returned to the Company when an employee separated
            employment. Also in 2000, a former director exercised 60,000
            warrants 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 and received 17,475 shares of common stock.

            On August 15, 2001, the Board authorized an amendment of the 2000
            Stock Option Plan. The Board authorized an additional 500,000
            employee options and 300,000 board of director options be subject to
            this plan at an exercise price of $1.00. The amendment of the Stock
            Option Plan was ratified by the stockholders on December 21, 2001.

         NON-QUALIFIED STOCK OPTIONS

            On April 9, 2001, the Company entered into employment agreements
            with three officers of the Company and issued a total of 765,370
            options to purchase the Company's common stock at an option price of
            $2.25 in accordance with such agreements.

                                      F-19


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. STOCK-BASED COMPENSATION (Continued)

         WARRANTS

            As of January 1, 2000, the Company had 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.

            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.

            The granting of the warrants in 2000 to consultants resulted in a
            charge to consulting fees in the amount of approximately $221,000 in
            2000 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, 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.

            During 2001, the Company issued 350,000 warrants for investment
            banking services to purchase common stock with exercise prices
            ranging from $1.25 to $1.65. Also, during 2001, the Company issued
            60,000 warrants to outside directors to purchase Company common
            stock for $2.25 per share. The Company also issued 14,435 warrants
            to purchase common stock for information technology consulting
            services at an exercise price of $2.25. Additionally, the Company,
            pursuant to a 1998 settlement agreement, issued 40,000 warrants to a
            former officer/director.

            From October 10-15, 2001 holders of outstanding stock purchase
            warrants, including employees, consultants and investment bankers,
            exercised 1,286,522 stock purchase warrants at $1.25, $1.65 and
            $2.25 per share. The Company has received $2,624,674 and issued
            1,286,522 shares of its common stock.

            As of December 31, 2001, the Company has remaining outstanding
            5,518,575 options and warrants to purchase common stock at exercise
            prices ranging from $1.00 to $25.00, 4,408,730 of which are options
            and warrants outstanding to employees and officers/directors.

            The granting of the warrants in 2001 to consultants resulted in a
            charge to consulting fees in the amount of approximately $56,000,
            representing the fair value of the 434,435 warrants issued.

                                      F-20

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15. STOCK-BASED COMPENSATION (Continued)

         FAIR VALUE DISCLOSURES

            Had compensation cost for the options and warrants issued 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:

                                          2001             2000
                                          ----             ----
            Net Loss:
               As reported          $   (1,441,069)   $  (2,033,793)
                                    ==============    =============
               Pro forma            $   (2,270,953)   $  (3,265,607)
                                    ==============    =============

            Loss Per Share:
               Basic:
                  As reported       $         (.30)   $        (.45)
                                    ==============    =============
                  Pro forma         $         (.47)   $        (.72)
                                    ==============    =============

         The Company used the Black-Scholes option pricing model to determine
         the fair value of grants made in 2001 and 2000. The following
         assumptions were applied in determining the pro forma compensation
         cost:

                                               2001                  2000
                                               ----                  ----

          Risk Free Interest Rate           5.0% - 5.5%               5.5%
          Expected Dividend Yield                --                    --
          Expected Option Life              0.21- 2 1/2years   1 1/2- 2 1/2YEARS
          Expected Stock Price Volatility   122% to 140%         85% to 119%

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

<TABLE>
<CAPTION>
                                                              2001 Range of                   2000 Range of
                                                  2001        Exercise Price       2000      Exercise Price
                                                  ----        --------------       ----      --------------

<S>                                             <C>          <C>      <C>       <C>          <C>      <C>
            Outstanding at beginning of year    4,700,337    $2.25 to $25.00    1,307,375    $7.20 to $25.00
            Options and warrants granted        2,448,138    $1.00 to $2.25     3,467,962    $2.25 to $10.00
            Options and warrants exercised     (1,286,522)   $1.25 to $2.25       (65,000)   $5.67 to $8.00
            Options and warrants expired         (343,375)   $5.67 to $15         (10,000)       $5.67
                                                ---------                      ----------
            Outstanding at end of year          5,518,578    $1.00 to $25.00    4,700,337    $2.25 to $25.00
                                                =========                      ==========
            Exercisable at end of year          5,518,578                       4,700,337
                                                =========                      ==========
</TABLE>

                                      F-21




<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 15  STOCK-BASED COMPENSATION (Continued)

         WARRANTS (Continued)

            The following table summarizes information about outstanding options
            at December 31, 2001:
<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              2001            Life               Price            2001            Life
                  ------              ----            ----               -----            ----            ----
<S>          <C>                   <C>                <C>          <C>      <C>         <C>                <C>
             $1.00 to $25.00       5,518,578          2.5          $1.00 to $25.00      5,518,578          2.5
                                   =========          ===                               =========          ===
</TABLE>



NOTE 16. 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. On March
            29, 2001, the Company was notified that the venue has been changed
            from New York to Orlando, Florida. On June 4, 2001, the Company was
            successful in securing a dismissal in this case. On July 3, 2001,
            the Plaintiffs filed a Motion to Reopen the case and the Company
            subsequently filed an opposition to Plaintiff's motion. On August 2,
            2001, the judge denied the Plaintiff's motion to reopen, ruling that
            the case will remain closed.

           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-22

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 16. 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.

                                      F-23

<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 16. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         PENDING LITIGATION (Continued)

          JOINT VENTURE (Continued)

            At present, the lawsuit is in the discovery stage of litigation. 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.

          TERMINATION OF PROPOSED MERGER

            On April 10, 2001, American Access Technologies, Inc. entered into
            an Agreement and Plan of Merger with an unrelated entity in which
            the Company's subsidiary, Dolphin Acquisition Corp., a corporation
            registered in Delaware, was to have been merged. Subsequent to
            signing the agreement, the merger candidate suffered material
            adverse effects to its business condition, which the Company
            believes so prejudiced the terms of the merger against the Company's
            shareholders that the Company terminated the agreement on July 2,
            2001. The Company filed suit against the entity on July 11, 2001 in
            the 18th Judicial Circuit Court, Seminole County, Florida, seeking
            general damages in excess of $15,000 for breach of contract. The
            merger candidate counter sued for $500,000, the termination payment
            specified in the agreement, payable under limited circumstances. The
            Company does not believe that the entity is entitled to the
            termination payment.

         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-24


<PAGE>

               AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 16. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         MAJOR CUSTOMERS

            The Company has one customer that purchased products that
            represented approximately $459,000 or 11% of sales for the year
            ended December 31, 2001.

            For the year ended December 31, 2000, the Company had two customers
            which represented approximately 29% of sales.

                                                               2000
                                                               ----

             Customer A                                      $907,000
             Customer B                                       600,000

         MAJOR VENDORS

            The Company purchases sheet metal and related products from a vendor
            that represented approximately 54% and 43% of purchases for 2001 and
            2000, respectively.

         EMPLOYMENT CONTRACTS

            On April 9, 2001 the Company entered into Employment Agreements with
            three officers of the Company. Two of the officers were each issued
            332,685 options to purchase the Company's common stock at an option
            price of $2.25. The other officer was issued 100,000 options at the
            same price.

            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 combined 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.

         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 and in 2001, an additional two Distributor
            Agreements were added for a total of twenty as of December 31, 2001.
            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.

                                      F-25

<PAGE>


NOTE 16. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         PRIVATE LABEL CONTRACTS

            In 2000, the Company implemented a marketing plan that included
            signing telecommunications industry network providers to Private
            Label Agreements, in which the Company manufactured its patented
            zone cabling enclosures and labeled them to the specifications of
            these providers, or modified its cabinets to the specifications of
            providers. During 2000, the Company entered into Private Label
            Agreements with four network providers, and in 2001, with an
            additional three network providers. The Agreements are in effect for
            between one and three years, and all automatically renew provided
            they have not been terminated by either party.

         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
            $11,000 and expires May 30, 2003.

            Future minimum operating lease commitments are approximately as
            follows:

              Year ending December 31:
                  2002                                      $137,000
                  2003                                        58,000
                                                            --------
                                                            $195,000
                                                            ========

            Rent charged to operations amounted to approximately $120,000 in
            2001 and $111,000 in 2000.

                                      F-26

<PAGE>


NOTE 16. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         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 former director and 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 received
            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 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. In October 2001, the Executive exercised 104,174 of these
            options, leaving 109,159 options unexercised. The option to purchase
            Zonecabling.com has not been exercised.

            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 AGREEMENTS

            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) $35,000, (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.

                                      F-27

<PAGE>


NOTE 16. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

         CONSULTING AGREEMENTS (Continued)

            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 shall expire five years after their
            date of issue, March 15, 2006. The $10,000 fee was paid through he
            issuance of 15,000 shares of Company common stock.


NOTE 17. 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
         4,797,251 and 4,540,847 for the years ended December 31, 2001 and 2000,
         respectively. 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.

                                                        2001          2000
                                                        ----          ----

         Net Loss                                   $(1,441,069) $(2,033,793)
         Cumulative Preferred Stock Dividend                 --      (14,631)
                                                    -----------  -----------
         Net Loss Allocated to Common Stockholders  $(1,441,069) $(2,048,424)
                                                    ===========  ===========


NOTE 18. 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.

                                      F-28


<PAGE>


NOTE 19. 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>
                                                        2001                                     2000
                                        ---------------------------------------   --------------------------------------
                                            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   $1,345,796   $2,722,428   $4,068,224      $1,855,889   $3,415,564  $5,271,453
         Intersegment revenue                 152,923      230,854      383,777          79,808      580,278     660,086
         Investment income                     40,662            -       40,662          72,945            -      72,945
         Interest expense                           -       68,413       68,413           1,963            -       1,963
         Depreciation and amortization        152,038      202,695      354,733         259,196      163,965     423,161
         Segment profit (loss)             (1,180,840)    (260,229)  (1,441,069)     (2,655,803)     622,010  (2,033,793)
         Segment assets                    $4,881,468   $2,368,450   $7,249,918      $3,252,035   $2,681,327  $5,933,362
</TABLE>

NOTE 20. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                                       2001         2000
                                                                                       ----         ----
<S>                                                                                 <C>          <C>
            Cash paid during the year for:
               Interest                                                             $   68,413   $    1,963
                                                                                    ==========   ==========
            Non-Cash Investing and Financing Activities:
               Equipment acquired through capital lease                             $       --   $  244,379
                                                                                    ==========   ==========
               Deposit for product line                                             $  129,780   $       --
                                                                                    ==========   ==========
               Note receivable for loan of 197,600 shares treasury stock, at cost   $       --   $1,205,599
                                                                                    ==========   ==========
               Conversion of 10,600 shares of preferred stock to common
                  (see Note 13)                                                     $       --   $1,060,000
                                                                                    ==========   ==========
               Cashless exercise of 60,000 warrants                                 $       --   $       17
                                                                                    ==========   ==========
               Common stock in exchange for domain name                             $       --   $   10,000
                                                                                    ==========   ==========
</TABLE>

                                      F-29

<PAGE>


NOTE 21. SUBSEQUENT EVENT

         On January 11, 2002, the Company entered into an Agreement for the
         Acquisition of Product Rights ("Agreement") from Bill Sherer
         Corporation ("BSC") and its principal, Bill Sherer. All rights,
         entitlements, logos, trademarks, good will and designs pursuant to the
         Northern Lights/Eclipse Ultraviolet Light Air Cleansing Systems (the
         "Products") were acquired by the Company in exchange for a one-time
         cash payment of $50,000, $500,000 in restricted American Access Common
         Stock, and forgiveness of approximately $123,000 in outstanding
         accounts receivables carried by the Company on BSC's account.

         In accordance with the agreement, the shares of restricted stock are to
         be issued upon request by the seller. However, no shares are due and no
         shares may be requested until January 11, 2003. All shares must be
         requested by January 11, 2007. Interest on the balance of the $500,000
         shall accrue at 5% and is payable in common stock. In no event during
         the five-year period will BSC or Sherer request or own more than 19.9%
         of the outstanding stock of the Company.

         Additionally, the Company entered into a Sales and Marketing Agreement
         with Mr. Sherer, in which Mr. Sherer will provide his services as a
         consultant and in marketing the Ultraviolet Light Air Cleansing System
         in exchange for a commission on the sales of those products.


                                      F-30