SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-8
                                 --------------
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                       AMERICAN ACCESS TECHNOLOGIES, INC.
                      ------------------------------------
               (Exact name of issuer as specified in its charter)

                     Florida                        49-3410234
                     -------                        ----------
         State or other jurisdiction of           (IRS Employer
         incorporation or organization)          Identification No.)

                          37 Skyline Drive, Suite 1101
                               Lake Mary, FL 32746
                              ---------------------
                    (Address of principal executive offices)

        STOCK PURCHASE WARRANTS, STOCK OPTIONS, AND CONSULTING AGREEMENTS
         --------------------------------------------------------------
                            (Full title of the Plan)

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

            Approximate date of commencement of sales pursuant to the
            Plan: From time to time after the effective date of this
                             Registration Statement.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

========================================================================================================================

----------------------------- --------------------- ------------------------ -------------------------- ----------------
Title of each class of        Amount of shares to   Proposed maximum offer   Proposed maximum           Amount of
securities to be registered   be registered         price per unit (a.)      aggregate offering price   registration
                                                                                                        fee
----------------------------- --------------------- ------------------------ -------------------------- ----------------
<S>                           <C>                   <C>                      <C>                        <C>
Common stock                  985,000               $0.55                    $541,750                   $129.48
----------------------------- --------------------- ------------------------ -------------------------- ----------------
</TABLE>

(a) Estimated solely for the purpose of calculating the registration fee on
February 26, 2002.

Note: This registration covers shares issuable upon exercise of options granted
at the 2001 Annual Meeting under the Company's Stock Option Plans for Employees
and Directors, upon exercise of warrants granted to two outside directors for
service prior to implementation of the 2001 Directors' Stock Option Plan, and
upon exercise of warrants granted to Advisory Board members pursuant to the
terms of their written agreements.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in the registration
statement:

(a)      The registrant's latest annual report on Form 10-KSB, or, if the
         financial statements therein are more current, the registrant's latest
         prospectus, other than the prospectus of which this document is a part,
         filed pursuant to Rule 424(b) or (c) of the Securities Exchange
         Commission under the Securities Act of 1933.
(b)      All other reports filed by the registrant pursuant to Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the annual report or the prospectus referred to
         in (a) above.
(c)      All documents subsequently filed by the registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
         prior to the filing of a post-effective amendment to the registration
         statement which indicates that all of the shares of common stock
         offered have been sold or which deregisters all of such shares then
         remaining unsold, shall be deemed to be incorporated by reference in
         the registration statement and to be a part hereof from the date of
         filing of such documents. Any statement contained in a document
         incorporated or deemed to be incorporated by reference herein shall be
         deemed to be modified or superseded for purposes of this registration
         statement to the extent that a statement contained herein or in any
         other subsequently filed document which also is or is deemed to be
         incorporated by reference herein modifies or supersedes such statement.
         Any such statement so modified or superseded shall not be deemed,
         except as so modified or superseded, to constitute a part of this
         registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is hereby made to the provisions of the Florida Business Corporation
Act, which provides for indemnification of directors and officers under certain
circumstances. The Registrant's Articles of Incorporation and Bylaws provide
that the Company shall, to the fullest extent permitted by the laws of the State
of Florida, indemnify any director, officer, employee and agent of the
corporation against expenses incurred by such person by reason of the fact that
he serves or has served the corporation in such capacity.

Indemnification under the Company's Articles Bylaws is nonexclusive of any other
right such persons may have under statute, agreement, bylaw or action of the
Board of Directors or shareholders of the corporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9. UNDERTAKINGS

 (a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
<PAGE>

 (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons or the
registrant pursuant to the provisions described in Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lake Mary, Florida on March 1, 2001.

American Access Technologies, Inc.
By: /s/John Presley
----------------------------------
John Presley, President


Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


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

<S>                                      <C>                                    <C>
By /s/ John Presley                      President and Director, Principal      March 1, 2002
----------------------                   Executive Officer
John Presley

By /s/ Joseph McGuire                    Director, Treasurer, Principal         March 1, 2002
----------------------                   Accounting Officer
Joseph McGuire

By /s/ William Hadaway                   Director                               March 1, 2002
----------------------
William Hadaway

By /s/ Erik Wiisanen                     Director                               March 1, 2002
----------------------
Erik Wiisanen

By/s/ Steven Robinson                    Director                               March 1, 2002
----------------------
Steven Robinson
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

No.                  Description
---                  -----------
5.                Opinion and Consent of Joel Bernstein, Esq., P.A.
23.2              Consent of Accountant
[{"type": "S-8", "sequence": "1", "filename": "aatk-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12398}]
{"company-data": {"conformed-name": "AMERICAN ACCESS TECHNOLOGIES INC", "cik": "0001043186", "assigned-sic": "4899", "irs-number": "593410234", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83804", "film-number": "02567827"}, "business-address": {"street1": "37 SKYLINE DR", "street2": "SUITE 1101", "city": "LAKE MARY", "state": "FL", "zip": "32746", "phone": "4073331446"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-8
                                 --------------
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                       AMERICAN ACCESS TECHNOLOGIES, INC.
                      ------------------------------------
               (Exact name of issuer as specified in its charter)

                     Florida                        49-3410234
                     -------                        ----------
         State or other jurisdiction of           (IRS Employer
         incorporation or organization)          Identification No.)

                          37 Skyline Drive, Suite 1101
                               Lake Mary, FL 32746
                              ---------------------
                    (Address of principal executive offices)

        STOCK PURCHASE WARRANTS, STOCK OPTIONS, AND CONSULTING AGREEMENTS
         --------------------------------------------------------------
                            (Full title of the Plan)

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

            Approximate date of commencement of sales pursuant to the
            Plan: From time to time after the effective date of this
                             Registration Statement.
CALCULATION OF REGISTRATION FEE

========================================================================================================================

----------------------------- --------------------- ------------------------ -------------------------- ----------------
Title of each class of        Amount of shares to   Proposed maximum offer   Proposed maximum           Amount of
securities to be registered   be registered         price per unit (a.)      aggregate offering price   registration
                                                                                                        fee
----------------------------- --------------------- ------------------------ -------------------------- ----------------
Common stock                  985,000               $0.55                    $541,750                   $129.48
----------------------------- --------------------- ------------------------ -------------------------- ----------------
(a) Estimated solely for the purpose of calculating the registration fee on
February 26, 2002.

Note: This registration covers shares issuable upon exercise of options granted
at the 2001 Annual Meeting under the Company's Stock Option Plans for Employees
and Directors, upon exercise of warrants granted to two outside directors for
service prior to implementation of the 2001 Directors' Stock Option Plan, and
upon exercise of warrants granted to Advisory Board members pursuant to the
terms of their written agreements.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in the registration
statement:

(a)      The registrant's latest annual report on Form 10-KSB, or, if the
         financial statements therein are more current, the registrant's latest
         prospectus, other than the prospectus of which this document is a part,
         filed pursuant to Rule 424(b) or (c) of the Securities Exchange
         Commission under the Securities Act of 1933.
(b)      All other reports filed by the registrant pursuant to Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the annual report or the prospectus referred to
         in (a) above.
(c)      All documents subsequently filed by the registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
         prior to the filing of a post-effective amendment to the registration
         statement which indicates that all of the shares of common stock
         offered have been sold or which deregisters all of such shares then
         remaining unsold, shall be deemed to be incorporated by reference in
         the registration statement and to be a part hereof from the date of
         filing of such documents. Any statement contained in a document
         incorporated or deemed to be incorporated by reference herein shall be
         deemed to be modified or superseded for purposes of this registration
         statement to the extent that a statement contained herein or in any
         other subsequently filed document which also is or is deemed to be
         incorporated by reference herein modifies or supersedes such statement.
         Any such statement so modified or superseded shall not be deemed,
         except as so modified or superseded, to constitute a part of this
         registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is hereby made to the provisions of the Florida Business Corporation
Act, which provides for indemnification of directors and officers under certain
circumstances. The Registrant's Articles of Incorporation and Bylaws provide
that the Company shall, to the fullest extent permitted by the laws of the State
of Florida, indemnify any director, officer, employee and agent of the
corporation against expenses incurred by such person by reason of the fact that
he serves or has served the corporation in such capacity.

Indemnification under the Company's Articles Bylaws is nonexclusive of any other
right such persons may have under statute, agreement, bylaw or action of the
Board of Directors or shareholders of the corporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9. UNDERTAKINGS

 (a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons or the
registrant pursuant to the provisions described in Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lake Mary, Florida on March 1, 2001.

American Access Technologies, Inc.
By: /s/John Presley
----------------------------------
John Presley, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                Title                                  Date
---------------------------------------- -------------------------------------- ----------------
By /s/ John Presley                      President and Director, Principal      March 1, 2002
----------------------                   Executive Officer
John Presley

By /s/ Joseph McGuire                    Director, Treasurer, Principal         March 1, 2002
----------------------                   Accounting Officer
Joseph McGuire

By /s/ William Hadaway                   Director                               March 1, 2002
----------------------
William Hadaway

By /s/ Erik Wiisanen                     Director                               March 1, 2002
----------------------
Erik Wiisanen

By/s/ Steven Robinson                    Director                               March 1, 2002
----------------------
Steven Robinson
EXHIBIT INDEX

No.                  Description
---                  -----------
5.                Opinion and Consent of Joel Bernstein, Esq., P.A.
23.2              Consent of Accountant