[PriorityAccess Letterhead]

VIA EDGAR

March 13, 2002

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549

Re:  PriorityAccess, Inc
     Application for Withdrawal of Form SB-2
     File No. 333-81552

Ladies and Gentlemen:

      Reference  is hereby made to the letter  from the staff of the  Securities
and Exchange  Commission (under Karen J. Garnett's  signature) dated as of March
4,  2002,   concerning  the  Form  SB-2  filed  by  PriorityAccess,   Inc.  (the
"Registrant")  on January  28,  2002  (File No.  333-81552),  together  with all
exhibits thereto (the "Registration  Statement").  In furtherance of such letter
and in  accordance  with Rule 477 and Rule 478(c)  under the  Securities  Act of
1933, as amended (the "Act"),  application  is hereby made for withdrawal of the
Registrant's  Registration  Statement  on  the  grounds  that  the  Registration
Statement as originally filed erroneously and inadvertently  became effective on
or about the  twentieth  day  after  filing.  No  shares of common  stock of the
Registrant have been offered, issued or sold under the Registration Statement.

      A filing fee of $460 for the  Registration  Statement was paid at the time
of the initial filing,  and the Registrant  understands  that,  pursuant to Rule
457(p) under the Act,  the  aggregate  total  dollar  amount of such fee will be
offset  against  the  total  filing  fee(s)  due  for  subsequent   registration
statements filed by the Registrant prior to January 28, 2007.

      If you have any questions with respect to this application for withdrawal,
please do not hesitate to contact the undersigned at (518) 432-7270 or Leslie M.
Apple, Esq. at (518) 487-7770.

                                                Very Truly Yours,

                                                /s/ Roger D. Shearer

                                                Roger D. Shearer
                                                Director, President, Secretary
                                                  and Treasurer





cc:  Karen J. Garnett

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549

Rab Nalavala
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549

Leslie M. Apple
Whiteman Osterman & Hanna LLP
One Commerce Plaza
Albany, N.Y. 12260