Schedule 13D
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 Corp.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


42979U102
(CUSIP Number)


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


October 17, 2003
(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
USA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
2,000,000

8. Shared Voting Power

9. Sole Dispositive Power
2,000,000

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000

  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)
4.96%

  14. Type of Reporting Person
IN


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SCHEDULE 13D
CUSIP No. 42979U102

  1. Names of Reporting Persons.
Don C. Whitaker, Jr.
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
USA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0

8. Shared Voting Power

9. Sole Dispositive Power
0

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0

  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)
0.0 %

  14. Type of Reporting Person
IN


3




Item 1. Security and Issuer

         Common Stock of High Speed Access Corp.
         9900 Corporate Campus Dr.
         Suite 3000
         Louisville, KY 40233


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:  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 and retirement funds on the individuals involved. All transactions were open market transactions. Cost basis is less than 0 due to the distributions made on 6/2/03 in the amount of $1.40 per share and 9/2/03 in the amount of .17 cents per share.


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 describe transactions of shares of High Speed Access common stock (HSAC) were made orginally to participate in the planned liquidation. After the payments made on 6/2/03 of $1.40 and 9/2/03 of .17 cents, it is the Whitaker's belief that a majority of eventual funds to be distributed to shareholders has occurred.




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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 the eventual liquidation of assets is completed, the company will 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 2,000,000 4.96%
         Don C. Whitaker, Jr. 0 0.0%


(b)

Don C. Whitaker has sole power to vote and dispose of his shares.
         Don C. Whitaker Jr., has sole power and has already disposed of his share


(c)

In the last 60 days, the Whitakers net sold 563,320 shares.


 

Transaction
Date

Shares or Units
Purchased (Sold)

Price per
Share or Unit

 

 

8/18/03
8/19/03
8/20/03
8/21/03
8/22/03
8/25/03
8/26/03
8/27/03
9/2/03
9/2/03
9/2/03
9/2/03
9/2/03
9/2/03
9/3/03
9/4/03
9/5/03
9/5/03
9/9/03
10/17/03
10/20/03

2300
6100
2400
31,159
3,799
7,500
13,974
250
(37,500)
(5,580)
(10,820)
(16,170)
(204,480)
(34,700)
(152,500)
(58,000)
(15,000)
(8,000)
2,500
(10,000)
(80,552)

 

.185
..185
..185
..185
..185
..185
..185
..185
..026 XD .17 cents
..025 XD .17 cents
..04 XD .17 cents
..031 XD .17 cents
..031 XD .17 cents
..03 XD .17 cents
..025 XD .17 cents
..025 XD .17 cents
..023 XD .17 cents
..024 XD .17 cents
..022 XD .17 cents
..024 XD .17 cents
..024 XD .17 cents

 

 

 

 


(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:   October 24, 2003
  Don C. Whitaker

  By: /s/ Don C. Whitaker
      Don C. Whitaker
  Title:    Individual 
  Don C. Whitaker, Jr.

  By: /s/ Don C. Whitaker, Jr.
      Don C. Whitaker, Jr.
  Title:    Individual 
 


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