UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

High Speed Access(Name of Issuer)

Common Stock (Title of Class of Securities)

42979U102(CUSIP Number)

Don C. Whitaker
Don C. Whitaker, Inc.
23 Beechwood
Irvine, CA 92604
949-857-6008 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 03, 2002 (Date of Event which Requires Filling of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D
CUSIP No. 42979U102
	1.	Names of Reporting Persons. Don C. Whitaker I.R.S. Identification No.
	2.	Check the Appropriate Box if a Member of a Group* (a.)  [X]       (b.)  [  ]
	3.	SEC USE ONLY
	4.	Source of Funds* PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  [  ]
	6.	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 2,320,116
		8.	Shared Voting Power
		9.	Sole Dispositive Power 2,320,116
		10.	Shared Dispositive Power
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,320,116
	12.	Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares (See Instructions)   [  ]
	13.	Percent of Class Represented by Amount in Row (11) 5.77%
	14.	Type of Reporting Person IN
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Item 1. Security and Issuer           common stock of High Speed Access Corp.          10300 Ormsby Park Place, Suite 405          Louisville, KY 40223
Item 2. Identity and Background.
(a)	Name:  Don C. Whitaker
(b)	Residence or business address:  23 Beechwood          Irvine, CA 92604
(c)	Present Principal Occupation or Employment:  President          Don C. Whitaker, Inc.          23 Beechwood          Irvine, CA 92604
(d)	Criminal Conviction:  No
(e)	Court or Administrative Proceedings:  No
(f)	Citizenship:  USA
Item 3. Source and Amount of Funds or Other Consideration:           Personal, retirement fund, and corporate funds of the individuals involved. All transactions were open market transactions and the net approximate amount utilized was $2,655,432.24 for the total amount of 2,885,116 shares.

Item 4. Purpose of Transaction             State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:
The above described net purchases of shares of common stock of HSAC were made for investment purposes. The Whitakers current intent is to participate in the liquidation of HSAC as they perceive it. HSAC reiterated on 4/1/02 that it intends to make at least a partial liquidating distribution to holders as one of various options it is considering. The Whitakers currently intend to encourage HSAC to maximize the amount of said distribution, suggest share buybacks at advantageous prices, and to discourage any new ventures. Anything other than the above would be disappointing to the Whitakers and they would have to carefully consider their options. The Whitakers may in the future dertermine to purchase additional securities of HSAC or to dispose of some or all of the securities they presently own, depending upon price, market conditions, availability of funds, and other considerations.
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(a)	The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
No
(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
Other than mentioned in "Purpose of Transaction".
(c)	A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
Other than mentioned in "Purpose of Transaction".
(d)	Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
Not at the present time
(e)	Any material change in the present capitalization or dividend policy of the issuer;
Other than mentioned in "Purpose of Transaction".
(f)	Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
No
(g)	Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Not at the present time
(h)	Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
If a liquidation of assets was to happen then the company would cease to exist.
(i)	A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
See "H" above
(j)	Any action similar to any of those enumerated above.
See "H" above

Item 5. Interest in Securities of the Issuer.
(a)	Don C. Whitaker 2,320,116 5.77%          Don C. Whitaker, Inc. 435,000 1.08%          Don C. Whitaker, Jr. 130,000 .32%
(b)	Don C. Whitaker has sole power to vote and dispose of his shares.          Don C. Whitaker and Don C. Whitaker, Jr. share responsibility to vote and dispose of Don C. Whitaker, Inc. shares.          Don C. Whitaker, Jr. has the sole responsibility to vote and dispose of his shares.
(c)	Since the last filing on June 10, 2002, Don C. Whitaker purchased on the open market 541,295 shares net at an average price of 1.146 for a total net consideration of $620,593.83.
(d)	None
(e)	N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.           None
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Item 7. Material to be Filed as Exhibits.           None

Signature         After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:  July 11, 2002
	Don C. Whitaker
	By:	/s/ Don C. Whitaker       Don C. Whitaker
	Title:		Individual

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