<PAGE>

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

                                   ---------

(Mark One)

    [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2002.

    [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ___________ to ___________.

                        COMMISSION FILE NUMBER 000-26153

                                   ---------

                            HIGH SPEED ACCESS CORP.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                      61-1324009
   (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation or organization)

                             10300 ORMSBY PARK PLACE
                                    SUITE 405
                           LOUISVILLE, KENTUCKY 40223
          (Address of principal executive offices, including zip code)

                                  502/420-7461
              (Registrant's telephone number, including area code)

  FORMER NAME, FORMER ADDRESS, AND FORMER YEAR, IF CHANGED SINCE LAST REPORT:
                                 NOT APPLICABLE

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES [X] NO [ ]

Number of shares of Common Stock outstanding as of May 9, 2002...40,180,446


<PAGE>



                                      INDEX

<Table>
<Caption>
                                                                                           PAGE
<S>                                                                                       <C>
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets as of March 31, 2002 and
        December 31, 2001                                                                    3

        Condensed Consolidated Statements of Operations for the three
        months ended March 31, 2002 and 2001                                                 4

        Condensed Consolidated Statements of Cash Flows for the
        three months ended March 31, 2002 and 2001                                           5

        Notes to Condensed Consolidated Financial Statements                                 6

   Item 2 - Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                               10

   Item 3 - Quantitative and Qualitative Disclosures About Market Risk                      21

PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings                                                               21

   Item 2 - Changes in Securities and Use of Proceeds                                       22

   Item 3 - Defaults upon Senior Securities                                                 22

   Item 4 - Submission of Matters to a Vote of Security Holders                             23

   Item 5 - Other Information                                                               23

   Item 6 - Exhibits and Reports on Form 8-K                                                23

   Signatures                                                                               24
</Table>


                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                             HIGH SPEED ACCESS CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                          MARCH 31,       DECEMBER 31,
                                                                                            2002             2001
                                                                                        ------------      ------------

<S>                                                                                     <C>               <C>
                                     ASSETS

Current assets:
      Cash and cash equivalents                                                         $     38,405      $     11,714
      Short-term investments                                                                  31,879             6,067
      Restricted cash                                                                             --             1,654
      Accounts receivable, net of allowance for doubtful accounts of $584
         at December 31, 2001                                                                     --             7,080
      Charter holdbacks                                                                        3,380                --
      Prepaid expenses and other current assets                                                  592             7,124
                                                                                        ------------      ------------

             Total current assets                                                             74,256            33,639

Property, equipment and improvements, net                                                        352            25,673
Deferred distribution agreement costs, net                                                        --             8,439
Other non-current assets                                                                          --             4,917
                                                                                        ------------      ------------

             Total assets                                                               $     74,608      $     72,668
                                                                                        ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                                                  $        674      $      2,962
      Accrued compensation and related expenses                                                1,333             5,409
      Other current liabilities                                                                5,220             9,687
      Long-term debt, current portion                                                             --             2,201
      Capital lease obligations, current portion                                                 138             7,317
                                                                                        ------------      ------------

             Total current liabilities                                                         7,365            27,576

Long-term debt                                                                                    --               100
Capital lease obligations                                                                        182             2,759
                                                                                        ------------      ------------

             Total liabilities                                                                 7,547            30,435
                                                                                        ------------      ------------

Commitments and contingencies

Stockholders' equity:

      Convertible preferred stock, $.01 par value (aggregate liquidation preference
      of $75.0 million), 10,000,000 shares authorized; 75,000 shares issued and
      outstanding at December 31, 2001                                                            --                 1

      Common stock, $.01 par value, 400,000,000 shares authorized; 60,394,835
      shares issued; 40,172,696 and 60,394,835 shares outstanding at March 31, 2002
      and December 31, 2001, respectively                                                        604               604

      Class A common stock, 100,000,000 shares authorized, none issued
      and outstanding                                                                             --                --

      Additional paid-in capital                                                             738,481           742,144

      Deferred compensation                                                                   (1,413)           (1,763)

      Accumulated deficit                                                                   (666,215)         (698,791)

      Treasury stock, at cost (20,222,139 shares)                                             (4,449)               --

      Accumulated other comprehensive income                                                      53                38
                                                                                        ------------      ------------

             Total stockholders' equity                                                       67,061            42,233
                                                                                        ------------      ------------

             Total liabilities and stockholders' equity                                 $     74,608      $     72,668
                                                                                        ============      ============
</Table>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.




                                       3
<PAGE>

                             HIGH SPEED ACCESS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                      2002              2001
                                                                                  ------------      ------------


<S>                                                                               <C>               <C>
General and administrative operating expenses:
  General and administrative expenses                                             $      1,169      $      1,608
  Non-cash compensation expense from restricted stock                                      326                --
                                                                                  ------------      ------------

  Total general and administrative operating expenses                                    1,495             1,608
                                                                                  ------------      ------------

  Loss from continuing operations before other income (expense), discontinued
    operations and extraordinary item                                                   (1,495)           (1,608)

Investment income                                                                          189             1,417
Interest expense                                                                          (224)             (649)
                                                                                  ------------      ------------

  Loss from continuing operations before discontinued operations and
    extraordinary item                                                                  (1,530)             (840)

Discontinued operations:
  Loss from discontinued operations, net                                                (4,112)          (32,550)
  Gain on sale of operations to Charter                                                 40,259                --
Extraordinary item:
  Loss on early extinguishment of debt and capital lease obligations                    (2,041)               --
                                                                                  ------------      ------------

Net income (loss)                                                                 $     32,576      $    (33,390)
                                                                                  ============      ============


Basic and diluted net income (loss) per share:

  Loss from continuing operations                                                 $      (0.03)     $      (0.02)
  Loss from discontinued operations                                                      (0.07)            (0.55)
  Gain on sale of operations to Charter                                                   0.77                --
  Loss on early extinguishment of debt and capital lease obligations                     (0.04)               --
                                                                                  ------------      ------------

  Net income (loss)                                                               $       0.63      $      (0.57)
                                                                                  ============      ============

Weighted average shares used in computation of basic and diluted net income
  (loss) per share                                                                  52,018,876        58,684,052
</Table>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.



                                       4
<PAGE>


                             HIGH SPEED ACCESS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                                   2002              2001
                                                                                               ------------      ------------

<S>                                                                                            <C>               <C>
OPERATING ACTIVITIES

Net income (loss)                                                                              $     32,576      $    (33,390)
     Adjustments to reconcile net income (loss) to cash used in operating activities
       of continuing operations:
         Loss from discontinued operations, net                                                       4,112            32,250
         Gain on sale of operations to Charter                                                      (40,259)               --
         Loss on early extinguishment of debt and capital lease obligations                           2,041                --
         Non-cash compensation expense from restricted stock                                            326                --
         Changes in operating assets and liabilities excluding the effect of dispositions:
             Prepaid expenses                                                                          (332)              141
             Accrued compensation and related expenses                                                 (537)             (518)
                                                                                               ------------      ------------

Net cash used in operating activities of continuing operations                                       (2,073)           (1,517)

Net cash used in operating activities of discontinued operations                                     (4,915)          (32,122)
                                                                                               ------------      ------------

Net cash used in operating activities                                                                (6,988)          (33,639)
                                                                                               ------------      ------------

INVESTING ACTIVITIES

     Purchases of short-term investments                                                            (30,783)           (1,534)
     Sales and maturities of short-term investments                                                   4,986             9,813
                                                                                               ------------      ------------

Net cash (used in) provided by investing activities of continuing operations                        (25,797)            8,279

Net cash provided by (used in) investing activities of discontinued operations                       74,622            (2,388)
                                                                                               ------------      ------------

Net cash provided by investing activities                                                            48,825             5,891
                                                                                               ------------      ------------

FINANCING ACTIVITIES

         Repurchase of common stock                                                                  (4,449)               --
                                                                                               ------------      ------------

Net cash used in financing activities of continuing operations                                       (4,449)               --

Net cash used in financing activities of discontinued operations                                    (10,697)           (2,474)
                                                                                               ------------      ------------

Net cash used in financing activities                                                               (15,146)           (2,474)
                                                                                               ------------      ------------

Net change in cash and cash equivalents from continuing operations                                  (32,319)            6,762

Net change in cash and cash equivalents from discontinued operations                                 59,010           (36,984)
                                                                                               ------------      ------------

Net change in cash and cash equivalents                                                              26,691           (30,222)

Cash and cash equivalents, beginning of period                                                       11,714           114,847
                                                                                               ------------      ------------

Cash and cash equivalents, end of period                                                       $     38,405      $     84,625
                                                                                               ============      ============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Equipment acquired under capital leases                                                                     $        323
     Property and equipment purchases payable                                                  $        220      $      1,403
     Warrants earned in connection with distribution agreements                                                  $      1,701
</Table>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.



                                       5
<PAGE>



ITEM 1 - NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

    The unaudited condensed consolidated financial statements of High Speed
Access Corp. and its subsidiaries (herein referred to as the Company, we, us, or
our) included herein reflect all adjustments, consisting only of normal
recurring adjustments, which in the opinion of management are necessary to
present fairly the Company's financial position, results of operations and cash
flows for the periods presented. Certain information and footnote disclosures
normally included in audited financial information prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to the Securities and Exchange Commission's rules and regulations.

    The results of operations for the period ended March 31, 2002 are not
necessarily indicative of the results to be expected for any subsequent quarter
or for the entire fiscal year ending December 31, 2002. These financial
statements should be read in conjunction with the financial statements and notes
thereto included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.

    The Company does not own or operate any revenue-generating businesses and
has not yet determined what its strategic direction will be.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported results of operations during the reporting period.
These estimates are based on knowledge of current events and anticipated future
events. Actual results could differ from those estimates.

RECLASSIFICATION

     The condensed consolidated statement of operations for the three months
ended March 31, 2001, and the condensed consolidated statement of cash flows for
the three months ended March 31, 2001, have been reclassified for the effects of
the discontinued operations of the Company's high speed Internet access and
related services and international Internet Service Provider ("ISP")
infrastructure services business segments.

NOTE 2 - DISCONTINUED OPERATIONS

HIGH SPEED INTERNET ACCESS AND RELATED SERVICES

     On February 28, 2002, the Company consummated the sale of substantially all
of its assets (the "Asset Sale") to CC Systems, LLC immediately after obtaining
the required approval of the Company's stockholders. The Asset Sale was effected
pursuant to an asset purchase agreement (the "Asset Purchase Agreement"), dated
September 28, 2001, between the Company and Charter Communications Holding
Company, LLC. Subsequent to September 28, 2001, Charter Communications Holding
Company, LLC assigned to CC Systems, LLC the rights to purchase assets and
certain other rights under the Asset Purchase Agreement and certain other
related agreements. Except as otherwise specifically noted or unless the context
otherwise requires, any reference herein to "Charter" should be deemed a
reference individually and/or collectively to any of the following Charter
entities: Charter Communications Holding Company, LLC, Charter Communications,
Inc, CC Systems, LLC, and Charter Communications Ventures, LLC.

     The assets acquired by Charter pursuant to the Asset Purchase Agreement
were used by the Company primarily in the provision of high speed Internet
access to residential and commercial customers of Charter via cable modems.
Subsequent to the Asset Sale, we do not own or operate any revenue-generating
businesses.

     Pursuant to the terms of the Asset Purchase Agreement, Charter acquired
certain assets from us in consideration for (i) the payment to us of a cash
amount equal to $81.1 million, subject to certain adjustments, (ii) the
assumption of certain of our operating liabilities, and (iii) the tender to us
of all our outstanding shares of Series D Preferred Stock and warrants held by
Charter to purchase shares of common stock. On February 28, 2002, Charter held
back an aggregate of $3.4 million of the purchase price to secure certain
purchase price adjustments and indemnity claims against the Company under the
Asset Purchase Agreement. Of this amount, $1.4 million was paid to us on April
30, 2002. The remaining $2.0 million, less any amounts used to secure or satisfy
actual indemnification claims, is payable to us on or about February 28, 2003.




                                       6
<PAGE>

     The Company received from Charter on February 28, 2002, a net cash amount
equal to $69.5 million. The payment consisted of the following (in millions):

<Table>
<S>                                                                             <C>
Cash purchase price per the Asset Purchase Agreement ......................     $ 81.1
                                                                                ------
   Adjustments:
   Current assets acquired by Charter, as adjusted per
      the Asset Purchase Agreement ........................................        4.5
   Capital leases, debt and other liabilities assumed
      or paid by Charter ..................................................      (12.7)
   Indemnity holdbacks ....................................................       (3.4)
                                                                                ------
         Total adjustments ................................................      (11.6)
                                                                                ------
   Net cash proceeds from sale to Charter..................................     $ 69.5
                                                                                ======
</Table>

     Under the Asset Purchase Agreement:

o    We sold substantially all of our revenue-generating fixed assets with a net
     book value of $22.8 million at February 28, 2002.

o    We sold all accounts receivable related to Charter systems with a net book
     value of $4.1 million at February 28, 2002 for which we received a purchase
     price adjustment.

o    The Company paid to Charter $5.1 million for outstanding launch fees.

o    Charter paid to the Company $2.2 million for expenses incurred by the
     Company on Charter's behalf prior to September 28, 2001.

o    Charter assumed certain of the Company's operating and capital lease
     obligations with future minimum lease payments of $13.5 million.

o    The Company paid $2.2 million to retire all outstanding long-term debt and
     $8.1 million to pay-off substantially all of the Company's capital lease
     obligations. In connection with these payments, the Company recorded a loss
     on the early extinguishment of debt and capital lease obligations of $2.0
     million during the first quarter of 2002.

o    Warrants to purchase 2,650,659 shares of our Company's common stock earned
     by Charter under various distribution agreements were cancelled.

o    All of the Company's 75,000 outstanding shares of Series D Preferred Stock
     were cancelled.

o    Charter assumed certain commitments relating to circuits with a national
     telecommunications company with future minimum payments of $7.4 million
     through 2003.

o    On February 28, 2002, the Company paid an additional $3.4 million of
     expenses related to the Asset Sale. The total expenses paid were $6.4
     million.

     The Company recorded a gain on the Asset Sale to Charter of $40.3 million
during the first quarter of 2002. The components of the gain are as follows (in
millions):

<Table>
<S>                                                         <C>
Net cash proceeds from sale to Charter ................     $ 69.5
Fair value of preferred stock .........................        3.7
Liabilities assumed by Charter ........................       14.4
Book value of assets acquired by Charter ..............      (44.3)
Indemnity holdbacks ...................................        3.4
Transaction expenses ..................................       (6.4)
                                                            ------
Gain on Asset Sale ....................................     $ 40.3
                                                            ======
</Table>

     Also on February 28, 2002, the Company purchased 20,222,139 shares of our
common stock from Vulcan Ventures Incorporated ("Vulcan") for an aggregate
purchase price of $4.4 million, or $0.22 per share. The consummation of the
Asset Sale was a condition precedent to the purchase of common stock from
Vulcan. Following the consummation of the Asset Sale and the purchase of common
stock from Vulcan, none of Vulcan, Charter or any of their respective affiliates
hold any equity interest in the Company. Accordingly, the Company is no longer
affiliated with Vulcan, Charter, or any of their respective affiliates. The
repurchased shares are





                                       7
<PAGE>

reflected as treasury stock in the condensed consolidated balance sheet as of
March 31, 2002. The board of directors approved the cancellation of these shares
in March, 2002. We expect to effect the cancellation during the second quarter
of 2002.

    The Asset Sale completed the discontinuance of the Company's high speed
Internet access and related services business. During 2001, the Company exited
all of its cable system agreements except for those with Charter, sold the
assets of Digital Chainsaw, and discontinued its efforts to enter the digital
subscriber line ("DSL") market. In connection with these actions, the Company
recorded an asset impairment charge of $28.8 million for the write-down of fixed
assets and goodwill during the third quarter of 2001.

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144)
on January 1, 2002. SFAS 144 supersedes Emerging Issues Task Force Issue No.
95-18 "Accounting and Reporting for a Discontinued Business Segment When the
Measurement Date Occurs after the Balance Sheet Date but before the Issuance of
Financial Statements" and requires a discontinued operation to be accounted for
under SFAS 144 if a measurement date for the discontinued operations is not
reached under Accounting Principles Board Opinion No. 30, "Reporting Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business" prior
to the entity's period-end. The measurement date for the discontinuance of the
Company's high speed Internet access and related services business that included
the Asset Sale occurred on February 28, 2002, the date on which the Company's
stockholders approved the Asset Sale. Consequently, the results of operations of
the high speed Internet access and related services business have been presented
as discontinued operations effective in the quarter ended March 31, 2002 and
prior periods have been restated.

INTERNATIONAL ISP INFRASTRUCTURE SERVICES

    On December 31, 2001, the Company terminated its agreement with Kabel
Nordrhein-Westfalen GmbH & Co. KG ("KNRW") in Germany for the provision of
international ISP infrastructure services. In connection with the discontinuance
of the international business segment, we incurred a one-time charge of $0.6
million in the fourth quarter 2001 for the accrual of estimated losses during
the phase-out period, including personnel, travel, and facility costs. The
results of this operation have been classified as discontinued and prior periods
have been restated.

NOTE 3 - STOCKHOLDERS' EQUITY

Activity in stockholders' equity for the three months ended March 31, 2002 was
as follows (in thousands except share amounts):

<Table>
<Caption>
                                     Preferred Stock                  Common Stock
                               ----------------------------    ----------------------------      Paid-In        Deferred
                                  Shares          Amount          Shares          Amount         Capital      Compensation

<S>                            <C>             <C>             <C>             <C>             <C>            <C>
Balance at December 31, 2001         75,000    $          1      60,394,835    $        604    $    742,144   $     (1,763)

Amortization of deferred
  compensation                                                                                                         350
Purchase of treasury stock
Retirement of preferred
  stock                             (75,000)             (1)                                         (3,663)
Net unrealized gain on
  investments
Net income

                               ------------    ------------    ------------    ------------    ------------   ------------

Balance at March 31, 2002                --    $         --      60,394,835    $        604    $    738,481   $     (1,413)
                               ============    ============    ============    ============    ============   ============





<Caption>
                                                       Treasury Stock
                                 Accumulated     ---------------------------   Comprehensive    Stockholders'
                                    Deficit         Shares         Amount           Loss           Equity

<S>                              <C>             <C>            <C>             <C>             <C>
Balance at December 31, 2001     $   (698,791)             --   $         --    $         38    $     42,233

Amortization of deferred
  compensation                                                                                           350
Purchase of treasury stock                         20,222,139         (4,449)                         (4,449)
Retirement of preferred
  stock                                                                                               (3,664)
Net unrealized gain on
  investments                                                                             15              15
Net income
                                       32,576                                                         32,576
                                 ------------    ------------   ------------    ------------    ------------

Balance at March 31, 2002        $   (666,215)     20,222,139   $     (4,449)   $         53    $     67,061
                                 ============    ============   ============    ============    ============
</Table>

    Comprehensive income (loss), comprised of net income (loss) and net
unrealized holding gains and losses on investments, totaled $32.6 million and
$(33.7) million for the three months ended March 31, 2002 and 2001,
respectively.

NOTE 4 - INCOME (LOSS) PER SHARE

    The Company computes net income (loss) per share under the provisions of
SFAS No. 128, "Earnings per Share," ("SFAS 128"). Under the provisions of SFAS
128, basic net income (loss) per share is computed by dividing the net income
(loss) for the period by the weighted average number of shares of common stock
outstanding during the period.

    Diluted earnings per share is determined in the same manner as basic
earnings per share, except that the number of shares is increased assuming
exercise of dilutive stock options and warrants using the treasury stock method,
assuming conversion of preferred





                                       8
<PAGE>

stock, and assuming vesting of restricted stock awards. In addition, income or
loss is adjusted for dividends and other transactions relating to preferred
stock for which conversion is assumed. The calculation of diluted net income
(loss) per share excludes potential common shares if the effect is
anti-dilutive.

Basic and diluted net income (loss) per share for the three months ended March
31, 2002 and 2001, were $0.63 and $(0.57) based on weighted average shares
outstanding of 52,018,876 and 58,684,052, respectively. Diluted net income
(loss) per share equals basic net income (loss) per share because the assumed
exercise of the Company's stock options and warrants, the assumed conversion of
preferred stock, and the vesting of restricted stock is dilutive to loss from
continuing operations per share. Stock options and warrants to purchase
5,934,778 shares and 10,086,960 shares of common stock at March 31, 2002 and
2001, respectively, were excluded from the calculation of diluted net income
(loss) per share as they were anti-dilutive.

NOTE 5 - OTHER CURRENT LIABILITIES

    The components of other current liabilities at March 31, 2002 and December
31, 2001 were as follows (in thousands):

<Table>
<Caption>
                                                            MARCH 31,    DECEMBER 31,
                                                              2002           2001
                                                          ------------   ------------
<S>                                                       <C>            <C>
International phase-out expenses ......................   $        297   $        613
International operations - taxes ......................             --            950
Other taxes ...........................................            481            780
Payable to cable partners .............................             --          2,045
Lease and circuit termination expenses ................          1,244          2,478
Litigation ............................................          1,842          1,516
Other .................................................          1,356          1,305
                                                          ------------   ------------
                                                          $      5,220   $      9,687
                                                          ============   ============
</Table>


NOTE 6 - COMMITMENTS AND CONTINGENCIES

    The Company, our directors, certain of our former directors as well as
Charter and Paul Allen have been named as defendants in four putative class
action lawsuits filed in the Court of Chancery of the State of Delaware (Denault
v. O'Brien, et. al., Civil Action No. 19045NC, Tesche v. O'Brien, et al., Civil
Action No. 19046-NC, Johnson v. O'Brien, et. al., Civil Action No. 19053-NC, and
Krim v. O'Brien, et al., Civil Action 19478-NC). All four lawsuits, the first
three of which have been consolidated, allege, among other things, that the
initially proposed cash purchase price by Charter of $73.0 million was grossly
inadequate and that "[t]he purpose of the proposed acquisition is to enable
Charter and Allen to acquire [the Company's] valuable assets for their own
benefit at the expense of [the Company's] public shareholders." The fourth
lawsuit, Krim v. O'Brien, also alleges that the $81.1 million purchase price
under the Asset Purchase Agreement was "grossly inadequate."

    The suits allege that the defendants breached their fiduciary duties to the
Company in connection with the making and consideration of Charter's proposal.
The plaintiffs ask to represent the interests of all common stockholders of the
Company and seek (except in the case of Krim v. O'Brien) injunctive relief
preventing the Company from consummating the Asset Sale. All four lawsuits seek
to rescind the transaction and seek unspecified monetary damages.

     We believe these lawsuits are entirely without merit. Nevertheless, lawyers
for the defendants in these lawsuits have had discussions with attorneys
representing the plaintiffs in the first three lawsuits. These discussions
covered, among other topics, financial and other changes to the terms of the
Asset Purchase Agreement that addressed the matters raised by the plaintiffs. As
a result of these discussions, a tentative agreement has been reached to settle
the first three lawsuits. The settlement is embodied in a Memorandum of
Understanding (the "MOU") executed by counsel to all parties to the first three
lawsuits, dated as of January 10, 2002. Among other things, the MOU provides
that the settlement is premised upon defendants' acknowledgment that the
prosecution of the first three litigations was a "substantial causal factor"
underlying defendants' decision to condition the Asset Sale on the public
shareholder majority vote and was "one of the causal factors" underlying
Charter's decision to increase the consideration to be paid to the Company in
connection with the Asset Sale. The MOU further provides that defendants shall,
upon Court approval, pay up to $390,000, which amount will be allocated among
the defendants, to reimburse plaintiffs' counsel for the fees and expenses
incurred in pursuit of these litigations. The settlement is subject to
confirmatory discovery, final documentation and approval of the Delaware
Chancery Court. We believe that the claims asserted in the fourth lawsuit, Krim
v. O'Brien, will be covered by the settlement.

    Also, on November 5, 2001, the Company, our Chief Financial Officer and our
former President, together with Lehman Brothers, Inc., J.P. Morgan Securities,
Inc., CIBC World Markets Corp., and Banc of America Securities, Inc., were named
as defendants in a





                                       9
<PAGE>

purported class action lawsuit filed in the United States District Court for the
Southern District of New York (Ruthy Parnes v. High Speed Access Corp., et. al.,
Index No. 01-CV-9743(SAS)). The lawsuit alleges that our Registration Statement,
dated June 3, 1999, and Prospectus, dated June 4, 1999, for the issuance and
initial public offering of 13,000,000 shares of our common stock to investors
contained material misrepresentations and/or omissions, alleging that our four
underwriters engaged in a pattern of conduct to surreptitiously extract inflated
commissions greater than those disclosed in the offering materials, among other
acts of misconduct. The plaintiff asks to represent the interest of all holders
of our common stock and seeks unspecified monetary damages. With respect to
allegations against the Company and Messrs. Willett and Pitcock, we believe this
lawsuit is without merit and intend to vigorously defend against the claims made
therein. We express no opinion as to the allegations lodged against Lehman
Brothers, Inc., J.P. Morgan Securities, Inc., CIBC World Markets Corp., and Banc
of America Securities Inc.

     On or about November 2001, we received a letter, and on December 17, 2001,
we received a second letter, from an attorney purporting to be counsel to
certain former stockholders of Digital Chainsaw, a company that was acquired by
us in August 2000 through the payment of 3,000,000 shares of our common stock.
The attorney indicated that his clients, and possibly other former Digital
Chainsaw stockholders were prepared to file a lawsuit asserting various claims
against the Company relating to our August 2000 acquisition of Digital Chainsaw,
including claims relating to the non-payment of any earn out consideration to
the former shareholders of Digital Chainsaw. We believe that all of the
potential claims included in these letters are without merit and have informed
the attorney of this belief. Nevertheless, to avoid the uncertainty and expense
of protracted litigation with respect to these matters, we have tentatively
agreed with opposing counsel to settle the claims of substantially all of the
former Digital Chainsaw stockholders for an amount not to exceed $1.5 million.
However, this tentative settlement is contingent upon the successful negotiation
and execution of final documentation. In the event we do not succeed in closing
this tentative settlement, we may have to defend one or more lawsuits related to
allegations in these letters.

    We are involved in other legal proceedings and claims. We do not believe
that the results of the above-noted legal proceedings and other pending legal
proceedings and claims will have a material adverse effect on our financial
condition or cash flows. However, the Company's defense of and/or attempts to
settle favorably these proceedings and claims may delay action by the board with
respect to new business activities and may affect the timing and amount of any
distribution of proceeds from the Asset Sale.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     This Quarterly Report on Form 10-Q contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of the Company. Such statements are only predictions, involve risks
and uncertainties, and actual events or results may differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include those discussed under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Risk Factors" as well as those discussed in other filings with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.

OVERVIEW

     On February 28, 2002, High Speed Access Corp. (hereinafter referred to as
the Company, we, us or our) consummated the sale of substantially all of its
assets (the "Asset Sale") to CC Systems, LLC immediately after obtaining the
required approval of our stockholders. The Asset Sale was effected pursuant to
an asset purchase agreement (the "Asset Purchase Agreement"), dated September
28, 2001, between the Company and Charter Communications Holding Company, LLC.
Subsequent to September 28, 2001, Charter Communications Holding Company, LLC
assigned to CC Systems, LLC the rights to purchase assets and certain other
rights under the Asset Purchase Agreement and certain other related agreements.
Except as otherwise specifically noted or unless the context otherwise requires,
any reference herein to "Charter" should be deemed a reference individually
and/or collectively to any of the following Charter entities: Charter
Communications Holding Company, LLC, Charter Communications, Inc, CC Systems,
LLC, and Charter Communications Ventures, LLC.

     The assets acquired by Charter pursuant to the Asset Purchase Agreement
were used by us primarily in the provision of high speed Internet access to
residential and commercial customers of Charter via cable modems. Subsequent to
the Asset Sale, we do not own or operate any revenue-generating businesses.

     Pursuant to the terms of the Asset Purchase Agreement, Charter acquired
certain assets from us in consideration for (i) the payment to us of a cash
amount equal to $81.1 million, subject to certain adjustments, (ii) the
assumption of certain of our operating liabilities, and (iii) the tender to us
of all our outstanding shares of Series D Preferred Stock and warrants held by
Charter to purchase shares of common stock. At the closing, Charter agreed to
certain reductions in our indemnification obligations under the Asset





                                       10
<PAGE>

Purchase Agreement. On February 28, 2002, Charter held back an aggregate of $3.4
million of the purchase price to secure certain purchase price adjustments and
indemnity claims against the Company under the Asset Purchase Agreement. Of this
amount, $1.4 million was paid to us on April 30, 2002. The remaining $2.0
million, less any amounts used to secure or satisfy actual indemnification
claims, is payable on or about February 28, 2003. After taking account of the
various purchase price adjustments, obligations paid by Charter on our behalf
and the $3.4 million purchase price and indemnification holdbacks, the Company
received from Charter on February 28, 2002, a net cash amount equal to $69.5
million.

     Also on February 28, 2002, we purchased 20,222,139 shares of our common
stock from Vulcan Ventures Incorporated ("Vulcan") for an aggregate purchase
price of $4.4 million, or $0.22 per share. The consummation of the Asset Sale
was a condition precedent to the purchase of our common stock from Vulcan.
Following the consummation of the Asset Sale and the purchase of our common
stock from Vulcan, none of Vulcan, Charter or any of their respective affiliates
hold any equity interest in the Company. Accordingly, we are no longer
affiliated with Vulcan, Charter or any of their respective affiliates.

     As a result of the Asset Sale and other actions, we do not presently own or
manage any revenue-generating businesses. We currently intend to make a cash
distribution or distributions to our stockholders at some time in the future,
however, the number, amount, timing, and record date(s) of such distribution(s)
has not been determined. While we intend to distribute at least a portion of the
proceeds of the Asset Sale to our stockholders, we have not yet determined what
our strategic direction will be with respect to the undistributed portion of the
Asset Sale proceeds and are considering at least two possible alternatives:

     o    Option 1 -- Make a Partial Distribution; Retain Part of the Proceeds
          and Reinvent the Business. After our expected initial distribution to
          our stockholders, we may elect to:

               (i) make a portion of the remaining proceeds from the Asset Sale
          available to our stockholders through a direct distribution, a stock
          redemption and/or stock repurchase program, and/or;

               (ii) use any remaining proceeds from the Asset Sale to fulfill
          our existing contractual obligations, satisfy any other liabilities
          that we may incur and pursue select domestic business opportunities as
          they arise, including the possible acquisition of an existing business
          or the development of one or more new businesses.

     o    Option 2 -- Distribute All of the Remaining Proceeds; Wind Down the
          Business and Dissolve. After our expected initial distribution to our
          stockholders, we may decide to cease all of our operations and seek
          stockholder approval of a plan of liquidation and dissolution so that
          we may liquidate all of our remaining assets, pay our known
          liabilities, distribute our remaining cash on hand (subject to the set
          aside of adequate reserves to cover known, unknown and contingent
          liabilities, including any litigation that we reasonably expect to be
          incurred) and dissolve.

     At this time, we cannot predict which option we will pursue. We currently
do not know whether we will make any distributions beyond our expected initial
distribution, or, if we do, the number, amount or timing of such additional
distributions. Furthermore, if our board determines that material contingent
liabilities exist, our expected initial distribution may be reduced or delayed.

     Should we decide to explore opportunities to acquire, invest in or develop
new lines of business, such businesses may or may not bear any similarity to our
historical business of providing high speed Internet access service. To date,
our board has not adopted a new strategic direction for the Company.
Accordingly, we cannot predict what businesses we may enter or strategies we may
adopt; and thus can offer no indication of what risks and opportunities might
arise in the context of such a new direction. Similarly, any new strategic
direction we choose could likely involve the acquisition or development of other
businesses. We cannot predict that we will be successful in identifying,
developing and executing a new business strategy and could eventually use all,
or a substantial portion, of our remaining cash on hand in connection with any
such new business efforts. Accordingly, any decision we make with respect to any
new strategic direction will likely involve substantial risks. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Risk
Factors" for a discussion of the risks associated with a new strategic
direction.

    Our expenses following the discontinuance of our high speed Internet access
and related services and international ISP infrastructure services businesses
consist of the following:

     o    General and administrative expenses, which consist primarily of
          salaries for our executive, administrative, finance and human resource
          personnel and fees for professional services.




                                       11
<PAGE>

     o    Non-cash compensation expense from restricted stock consists of the
          value of restricted stock issued to employees amortized over the
          vesting period.

     Our operating results have varied on a quarterly basis during our short
operating history and may fluctuate significantly in the future due to a variety
of factors, many of which are outside our control. In addition, the results of
any quarter do not indicate the results to be expected for a full fiscal year.
The factors that may contribute to fluctuations in our operations are set forth
generally under the caption "Management's Discussion and Analysis of Financial
Conditions and Results of Operations - Risk Factors". As a result of such
factors, our annual or quarterly results of operations may be below the
expectations of public market analysts or investors, in which case the market
price of the common stock could be materially and adversely affected.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH
THE THREE MONTHS ENDED MARCH 31, 2001

EXPENSES

    GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
three months ended March 31, 2002 and 2001 were $1.2 million and $1.6 million,
respectively, a decrease of $0.4 million. The decrease in general and
administrative expenses resulted from decreases in personnel costs to administer
the procurement, accounting and finance functions, as well as other wind down
personnel and lower outside services including legal fees.

    NON-CASH COMPENSATION EXPENSE FROM RESTRICTED STOCK. Non-cash compensation
expense from restricted stock for the three months ended March 31, 2002 was $0.3
million. This expense represents the fair market value of the restricted stock
at the time of grant amortized over the vesting period. There was no restricted
stock outstanding during the three months ended 2001.

    NET INVESTMENT (EXPENSE) INCOME. Net investment (expense) income for the
three months ended March 31, 2002 and 2001 was $(35,000) and $0.8 million,
respectively. The decrease in investment income for the three months ended March
31, 2002, is the result of lower average investment balances and lower interest
rates during the first quarter of 2002. Net investment income represents
interest earned on cash, cash equivalents and short-term investments, offset by
interest expense associated with debt and capital lease obligations. Offsetting
the reduction in investment income was a reduction in interest expense resulting
primarily from the payoff of long-term debt and capital lease obligations in the
first quarter of 2002.

    INCOME TAXES. At December 31, 2001, we had net deferred tax assets of $131.4
million primarily related to federal and state net operating loss carryforwards.
The net deferred tax asset has been fully offset by a valuation allowance based
upon the Company's history of operating losses. At December 31, 2001, we
accumulated net operating loss carryforwards for federal and state tax purposes
of approximately $287.1 million, which will expire beginning in 2018.
Utilization of these net operating losses will be subject to a substantial
annual limitation based upon the changes in the Company's ownership that
occurred on February 28, 2002, as provided in Section 382 of the Internal
Revenue Code of 1986 and similar state provisions. We currently expect to
generate taxable income in 2002 as a result of the Asset Sale. This income will
be offset by our net operating loss carryforwards.

    LOSS FROM DISCONTINUED OPERATIONS, NET. The net losses from discontinued
operations for the three months ended March 31, 2002 and 2001 were $4.1 million
and $32.6 million, respectively, a decrease of $28.5 million. This decrease is
the partially the result of two months of operations in 2002 versus three months
in 2001. Also, to preserve cash, we implemented a series of significant cost
reduction measures throughout 2001 that had a significant impact on the
operating results in the first quarter of 2002. Among these actions, we:

     o    exited all of our cable system agreements except for those with
          Charter;

     o    sold the operations of Digital Chainsaw;

     o    discontinued our efforts to enter the DSL market;

     o    exited all unnecessary leased space, and;

     o    reduced our workforce to include only those employees that Charter
          agreed to hire in connection with the Asset Sale.

Additionally, in connection with the Asset Purchase Agreement, we entered in a
management agreement with Charter, pursuant to which Charter became solely
responsible for the purchase and installation of cable modems and related
equipment, while sharing responsibility for product marketing. The management
agreement terminated upon the consummation of the Asset Sale.




                                       12
<PAGE>

    GAIN ON SALE OF OPERATIONS TO CHARTER. The Company recorded a non-recurring
gain on the Asset Sale to Charter of $40.3 million during the first quarter of
2002. The components of the gain are as follows (in millions):

<Table>
<S>                                                       <C>
Net cash proceeds from sale to Charter ................   $ 69.5
Fair value of preferred stock .........................      3.7
Liabilities assumed by Charter ........................     14.4
Book value of assets acquired by Charter ..............    (44.3)
Indemnity holdbacks ...................................      3.4
Transaction expenses ..................................     (6.4)
                                                          ------
Gain on Asset Sale ....................................   $ 40.3
                                                          ======
</Table>


    LOSS ON EARLY EXTINGUISHMENT OF DEBT AND CAPITAL LEASE OBLIGATIONS. The
Company recorded a non-recurring loss on the early extinguishment of debt and
capital lease obligations of $2.0 million during the first quarter of 2002. The
Company paid a total of $10.3 million to terminate debt and certain capital
leases with future minimum payments of $10.5 million. The $2.0 million loss
represents the amount of cash paid over the recorded net book value of $8.3
million.

LIQUIDITY AND CAPITAL RESOURCES

    At March 31, 2002, we had cash and cash equivalents of $38.4 million and
short-term investments of $31.9 million, compared with $11.7 million of cash and
cash equivalents and $6.1 million of short-term investments at December 31,
2001.

     Cash used in operating activities of continuing operations for the three
months ended March 31, 2002 was $2.1 million, consisting of a net loss from
continuing operations of $1.5 million and changes in operating assets and
liabilities of $0.9 million, offset by non-cash compensation expense from
restricted stock of $0.3 million.

     Cash used in operating activities of discontinued operations for the three
months ended March 31, 2002 was $4.9 million, which is primarily the result of a
the net loss from discontinued operations of $4.1 million.

     Cash used in investing activities of continuing operations for the three
months ended March 31, 2002 was $25.8 million, the result of purchases of
short-term investments of $30.8 million, offset by sales and maturities of
short-term investments of $5.0 million.

     Cash provided by investing activities of discontinued operations for the
three months ended March 31, 2002 was $74.6 million, primarily the result of
cash proceeds from the Charter transaction of $75.2 million, calculated as
follows:

<Table>
<S>                                                       <C>
Net cash proceeds from sale to Charter ................   $ 69.5
Capital leases assumed by Charter .....................      2.1
Capital leases paid by Charter included in
     financing activities of discontinued
     operations .......................................      7.0
Transaction expenses ..................................     (3.4)
                                                          ------
Net cash proceeds included in operating
     activities of discontinued operations ............   $ 75.2
                                                          ======
</Table>

    Cash used in financing activities of continuing operations for the three
months ended March 31, 2002 was $4.4 million, the result of the repurchase of
20,222,139 shares of common stock from Vulcan on February 28, 2002.

     Cash used in financing activities of discontinued operations for the three
months ended March 31, 2002 was $10.7 million, calculated as follows:

<Table>
<S>                                                       <C>
Capital leases paid by Charter ........................      7.0
Other early extinguishment capital leases payments ....      1.1
Scheduled capital leases payments .....................      0.2
Early extinguishment debt payments ....................      2.2
Scheduled debt payments ...............................      0.2
                                                          ------
Net cash used in financing activities of
        discontinued operations .......................   $ 10.7
                                                          ======
</Table>


     EFFECTS OF THE ASSET SALE. As discussed above, the Company received from
Charter on February 28, 2002, a net cash amount equal to $69.5 million. The
payment consisted of the following (in millions):





                                       13
<PAGE>

<Table>
<S>                                                                           <C>
Cash purchase price per the Asset Purchase Agreement ......................   $ 81.1
                                                                              ------
      Adjustments:
      Current assets acquired by Charter, as adjusted per
        the Asset Purchase Agreement ......................................      4.5
      Capital leases, debt and other liabilities assumed or
        paid by Charter ...................................................    (12.7)
      Indemnity holdbacks .................................................     (3.4)
                                                                              ------
              Total adjustments ...........................................    (11.6)
                                                                              ------
      Net cash proceeds from sale to Charter ..............................   $ 69.5
                                                                              ======
</Table>


     The Company recorded a gain on the Asset Sale to Charter of $40.3 million
during the first quarter of 2002. The components of the gain are as follows (in
millions):

<Table>
<S>                                                       <C>
Net cash proceeds from sale to Charter ................   $ 69.5
Fair value of preferred stock .........................      3.7
Liabilities assumed by Charter ........................     14.4
Book value of assets acquired by Charter ..............    (44.3)
Indemnity holdbacks ...................................      3.4
Transaction expenses ..................................     (6.4)
                                                          ------
Gain on Asset Sale ....................................   $ 40.3
                                                          ======
</Table>

    Also on February 28, 2002, the Company purchased 20,222,139 shares of common
stock from Vulcan for an aggregate purchase price of $4.4 million, or $0.22 per
share.

PROJECTED LOSSES AFTER THE ASSET SALE. For the quarter ending June 30, 2002, we
currently expect to incur a net loss of between $3.7 million and $3.9 million.
This estimate is based in part on the following assumptions:

     o    We believe we will earn interest on cash and short term investments
          for the quarter totaling approximately $0.3 million. (If we make a
          cash distribution to the shareholders during the quarter ending June
          30, 2002, interest income may be below these estimates.)

     o    Non-cash compensation from restricted stock, in the aggregate, is
          expected to be approximately $1.3 million, including $1.2 million due
          to the lapsing of restrictions for our former President and Chief
          Operating Officer who were terminated on April 30, 2002.

     o    We expect to continue to employ a total of five employees to pursue
          strategic opportunities and provide general and administrative support
          for the wind down of our remaining obligations.

     o    We expect to record a charge of $1.9 million related to severance
          obligations for our former President and Chief Operating Officer
          during the second quarter of 2002.

    Our estimates do not include any additional potential charges for the
following items:

     o    Severance charges to the remaining employees. Our existing employment
          contracts with certain of our employees provide for potential
          severance payments to these employees of up to $0.4 million.

     o    Potential charges for known and unknown contingent liabilities for
          which we anticipate the likelihood of payment is remote.

We expect that before any cash distribution to shareholders and any potential
strategic transactions and/or any liquidation administrative cost after July 1,
2002, our normal net loss, exclusive of any unforeseen or unusual items, will
not exceed $50,000 per month.

These estimates do not include any costs incurred in connection with the
possible consummation of any strategic transactions, which may be more costly
than we anticipate. These losses will be incurred in connection with the
continued employment of, and overhead costs associated with, our remaining
employees. We expect to partially fund these losses from the proceeds of, and
interest income earned on the proceeds of, the Asset Sale, but such interest
income alone generated by the proceeds of the Asset Sale will not be adequate to
fully offset these continuing overhead costs, especially if we distribute a
substantial portion of those proceeds within the next several months.

     NET CASH VALUE. We currently estimate that, as of June 30, 2002, our net
cash value will be approximately $56.1 million to $60.1 million, or
approximately $1.40 to $1.50 per share of common stock. On April 30, 2002,
Charter paid to us $1.4 million consisting of a $750,000 purchase price holdback
and $630,000 of additional purchase price adjustments






                                       14
<PAGE>

primarily related to the settlement of accounts receivable, or a $.03 per share
increase in net cash value per share. These estimates of net cash value do not
include $2.0 million to satisfy potential indemnity claims that Charter held
back under the Asset Purchase Agreement, most of which we currently believe will
ultimately be released to us in accordance with the Asset Purchase Agreement.
"Net cash value" represents the amount of our cash and cash equivalents and
short-term investments reduced by the amount of our total liabilities. "Per
share net cash value" represents our net cash value divided by the number of
shares of our common stock outstanding as of May 9, 2002 of 40,180,446. Our
actual net cash value, and per share net cash value, may vary depending on
various factors, including but not limited to, final pay out amounts on known,
unknown and contingent liabilities and the level of cash used in our operations.
We cannot assure you that our per share net cash value estimate of
approximately $1.40 to $1.50 will be reflected in the trading price of our
common stock or how much of our net cash value we will distribute to our
stockholders if we make the cash distribution(s) to our stockholders that we
currently intend to do.

     Our estimates of our net cash value and per share net cash value as of June
30, 2002 are based on the following assumptions:

<Table>
<Caption>
                                                                                          RANGE
                                                                              ----------------------------
                                                                                  LOW             HIGH
                                                                              ------------    ------------
                                                                                    (IN THOUSANDS
                                                                                 EXCEPT PER SHARE DATA)

<S>                                                                           <C>             <C>
Net cash value as of March  31, 2002 (1) ..................................   $     62,737    $     62,737
Cash received from Charter on April 30, 2002 consisting of a
  $750,000 holdback plus additional purchase price adjustments
  of $630,000, primarily settlement of accounts receivable ................          1,380           1,380
Estimated net loss before depreciation and non-cash compensation from
    restricted stock for the quarter ending June 30, 2002 .................         (2,600)         (2,400)
Estimated obligations pursuant to severance terms of Management
    contracts (2) .........................................................           (375)           (375)
Estimated known and unknown contingent liabilities (3) ....................         (5,000)         (1,250)
                                                                              ------------    ------------

Projected aggregate net cash value as of June 30, 2002 ....................   $     56,142    $     60,092
                                                                              ============    ============

Shares of common stock outstanding as of May 9, 2002 ......................     40,180,446      40,180,446

Projected per share net cash value as of June 30, 2002 ....................   $       1.40    $       1.50
</Table>


    (1) Consists of cash and cash equivalents and short-term investments of
        $70,284, less total liabilities of $7,547, as of March 31, 2002.

    (2) Consists of estimated aggregate severance benefits to which certain
        employees are entitled under existing employment agreements if their
        employment is terminated following the consummation of the Asset Sale.

    (3) Consists of estimated amounts potentially payable arising from known and
        unknown contingent liabilities for which we anticipate the likelihood of
        payment is remote.

     The projected per share net cash value as of June 30, 2002 increased in
comparison to our most recent estimates of $1.20 to $1.36. The increase is
primarily due to (a) the actual gain on the Asset Sale exceeded the prior
estimate which was based on a pro forma estimate as if the transaction closed on
December 31, 2001, (b) the additional $1.4 million in proceeds received from
Charter on April 30, 2002 for the $750,000 holdback plus additional purchase
price adjustments, (c) lower than expected net loss before depreciation,
non-cash compensation from stock options, warrants and restricted stock and
amortization of distribution agreement costs for the quarter ended March 31,
2002 excluding the gain from the Asset Sale and (d) the collection of accounts
receivable for discontinued international ISP infrastructure services.

     The prospective financial information included in this Form 10-Q has been
prepared by, and is the responsibility of, the Company's management.
PricewaterhouseCoopers LLP has neither examined nor compiled the accompanying
prospective financial information and, accordingly, PricewaterhouseCoopers LLP
does not express an opinion or any other form of assurance with respect thereto.
This prospective financial information was not prepared with a view toward
compliance with the published guidelines of the Securities and Exchange
Commission or the guidelines established by the American Institute of Certified
Public Accountants for preparation and presentation of prospective financial
information.

    INVESTMENT PORTFOLIO. Cash equivalents are highly liquid investments with
insignificant interest rate risk and original maturities of 90 days or less and
are stated at amounts that approximate fair value based on quoted market prices.
Cash equivalents consist principally of investments in interest-bearing money
market accounts with financial institutions and highly liquid investment-grade
debt securities of the U.S. Government.




                                       15
<PAGE>

    Short-term investments are classified as available-for-sale and, as a
result, are stated at fair value. Short-term investments at March 31, 2002 are
comprised solely of U.S. Government agency securities. We record changes in the
fair market value of securities held for short-term investment as an equal
adjustment to the carrying value of the security and stockholders' equity.

    LOAN FACILITIES. On February 28, 2002, in conjunction with the Asset Sale to
Charter, we paid off all remaining amounts due on our loan facilities.

    LEASE OBLIGATIONS. During the first quarter of 2002, we paid $1.2 million to
terminate certain operating leases with future minimum lease payments of $2.4
million. In addition, $10.2 million of future operating lease payments were
assigned to Charter as a result of the Asset Purchase Agreement that closed on
February 28, 2002.

    Also during the first quarter of 2002, we paid $8.1 million to terminate
certain capital leases with future minimum lease payments of $8.2 million. Also,
$3.3 million of future capital lease payments were assigned to Charter as a
result of the Asset Purchase Agreement that closed on February 28, 2002.

    LEGAL PROCEEDINGS. The Company, our directors, certain former directors as
well as Charter and Paul Allen have been named as defendants in four putative
class action lawsuits filed in the Court of Chancery of the State of Delaware
(Denault v. O'Brien, et. al., Civil Action No. 19045NC, Tesche v. O'Brien, et
al., Civil Action No. 19046-NC, Johnson v. O'Brien, et. al., Civil Action No.
19053-NC, and Krim v. O'Brien, et al., Civil Action 19478-NC). All four
lawsuits, the first three of which have been consolidated, allege, among other
things, that the initially proposed cash purchase price by Charter of $73.0
million was grossly inadequate and that "[t]he purpose of the proposed
acquisition is to enable Charter and Allen to acquire [the Company's] valuable
assets for their own benefit at the expense of [the Company's] public
shareholders." The fourth lawsuit, Krim v. O'Brien, also alleges that the $81.1
million purchase price under the Asset Purchase Agreement was "grossly
inadequate."

    The suits allege that the defendants breached their fiduciary duties to the
Company in connection with the making and consideration of Charter's proposal.
The plaintiffs ask to represent the interests of all common stockholders of the
Company and seek (except in the case of Krim v. O'Brien) injunctive relief
preventing the Company from consummating the Asset Sale. All four lawsuits seek
to rescind the transaction and seek unspecified monetary damages.

    We believe these lawsuits are entirely without merit. Nevertheless, lawyers
for the defendants in these lawsuits have had discussions with attorneys
representing the plaintiffs in the first three lawsuits. These discussions
covered, among other topics, financial and other changes to the terms of the
Asset Purchase Agreement that addressed the matters raised by the plaintiffs. As
a result of these discussions, a tentative agreement has been reached to settle
the first three lawsuits. The settlement is embodied in a Memorandum of
Understanding (the "MOU") executed by counsel to all parties to the first three
lawsuits, dated as of January 10, 2002. Among other things, the MOU provides
that the settlement is premised upon defendants' acknowledgment that the
prosecution of the first three litigations was a "substantial causal factor"
underlying defendants' decision to condition the Asset Sale on the public
shareholder majority vote and was "one of the causal factors" underlying
Charter's decision to increase the consideration to be paid to the Company in
connection with the Asset Sale. The MOU further provides that defendants shall,
upon Court approval, pay up to $390,000, which amount will be allocated among
the defendants, to reimburse plaintiffs' counsel for the fees and expenses
incurred in pursuit of these litigations. The settlement is subject to
confirmatory discovery, final documentation and approval of the Delaware
Chancery Court. We believe that the claims asserted in the fourth lawsuit, Krim
v. O'Brien, will be covered by the settlement.

    Also, on November 5, 2001, the Company, our Chief Financial Officer and our
former President, together with Lehman Brothers, Inc., J.P. Morgan Securities,
Inc., CIBC World Markets Corp., and Banc of America Securities, Inc., were named
as defendants in a purported class action lawsuit filed in the United States
District Court for the Southern District of New York (Ruthy Parnes v. High Speed
Access Corp., et. al., Index No. 01-CV-9743(SAS)). The lawsuit alleges that our
Registration Statement, dated June 3, 1999, and Prospectus, dated June 4, 1999,
for the issuance and initial public offering of 13,000,000 shares of our common
stock to investors contained material misrepresentations and/or omissions,
alleging that our four underwriters engaged in a pattern of conduct to
surreptitiously extract inflated commissions greater than those disclosed in the
offering materials, among other acts of misconduct. The plaintiff asks to
represent the interest of all holders of our common stock and seeks unspecified
monetary damages. With respect to allegations against the Company and Messrs.
Willett and Pitcock, we believe this lawsuit is without merit and intend to
vigorously defend against the claims made therein. We express no opinion as to
the allegations lodged against Lehman Brothers, Inc., J.P. Morgan Securities,
Inc., CIBC World Markets Corp., and Banc of America Securities Inc.




                                       16
<PAGE>

    On or about November 2001, we received a letter, and on December 17, 2001,
we received a second letter, from an attorney purporting to be counsel to
certain former stockholders of Digital Chainsaw, a company that was acquired by
us in August 2000 through the payment of 3,000,000 shares of our common stock.
The attorney indicated that his clients, and possibly other former Digital
Chainsaw stockholders were prepared to file a lawsuit asserting various claims
against the Company relating to our August 2000 acquisition of Digital Chainsaw,
including claims relating to the non-payment of any earn out consideration to
the former shareholders of Digital Chainsaw. We believe that all of the
potential claims included in these letters are without merit and have informed
the attorney of this belief. Nevertheless, to avoid the uncertainty and expense
of protracted litigation with respect to these matters, we have tentatively
agreed with opposing counsel to settle the claims of substantially all of the
former Digital Chainsaw stockholders for an amount not to exceed $1.5 million.
However, this tentative settlement is contingent upon the successful negotiation
and execution of final documentation. In the event we do not succeed in closing
this tentative settlement, we may have to defend one or more lawsuits related to
allegations in these letters.

    We are involved in other legal proceedings and claims. We do not believe
that the results of the above-noted legal proceedings and other pending legal
proceedings and claims will have a material adverse effect on our financial
condition or cash flows. However, the Company's defense of and/or attempts to
settle favorably these proceedings and claims may delay action by the board with
respect to new business activities and may affect the timing and amount of any
distribution of proceeds from the Asset Sale.

ADOPTION OF ACCOUNTING PRONOUNCEMENT

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144)
on January 1, 2002. SFAS 144 supersedes Emerging Issues Task Force Issue No.
95-18 "Accounting and Reporting for a Discontinued Business Segment When the
Measurement Date Occurs after the Balance Sheet Date but before the Issuance of
Financial Statements" and requires a discontinued operation to be accounting for
under SFAS 144 if a measurement date for the discontinued operations is not
reached under Accounting Principles Board Opinion No. 30, "Reporting Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business" prior
to the entity's year-end. The measurement date for the discontinuance of the
Company's high speed Internet access and related services business that included
the Asset Sale occurred on February 28, 2002, the date on which the Company's
stockholders approved the Asset Sale. Consequently, the results of operations of
the high speed Internet access and related services business have been presented
as discontinued operations effective in the quarter ended March 31, 2002 and
prior periods have been restated.

RISK FACTORS

    You should carefully consider the following factors and other information in
this Form10-K and other filings we make with the Securities and Exchange
Commission before trading in our common stock. If any of the following risks
actually occur, our business and financial results could be materially and
adversely affected. In that case, the trading price of our common stock could
decline and you could lose all or part of your investment.

RISKS RELATED TO OUR OPERATIONS AND ANY NEW STRATEGIC DIRECTION

WE HAVE NOT DETERMINED OUR FUTURE STRATEGIC DIRECTION

    We sold substantially all of our operating assets in connection with the
Asset Sale, and presently do not own or manage any revenue-generating
businesses. We are actively evaluating our options with respect to the
utilization of the proceeds of the Asset Sale and intend to make a cash
distribution to our stockholders at some time in the future. While our board of
directors has determined that we intend to distribute at least a portion of the
proceeds of the Asset Sale to our stockholders, we have not yet determined what
our strategic direction will be with respect to the undistributed portion of the
Asset Sale proceeds and thus can offer no definitive indication of the risks and
opportunities that might arise in the context of such a new direction. We are
considering the following alternatives.

    OPTION 1 -- Make a Partial Distribution; Retain Part of the Proceeds and
        Reinvent the Business. After our expected initial distribution to our
        stockholders, we may elect to:

        (i) make a portion of the remaining proceeds from the Asset Sale
            available to our stockholders through an additional distribution, a
            stock redemption and/or a stock repurchase program, and/or;




                                       17
<PAGE>

          (ii) use the remaining proceeds from the Asset Sale to fulfill our
               existing contractual obligations, satisfy any other liabilities
               that we may incur, and pursue select domestic business
               opportunities as they arise, including the possible acquisition
               of an existing business or the development of one or more new
               businesses.

    OPTION 2 -- Distribute All of the Remaining Proceeds; Wind Down the Business
        and Dissolve. After our expected initial distribution to our
        stockholders, we may decide to cease all of our operations and seek
        stockholder approval of a plan of liquidation and dissolution so that we
        may liquidate all of our remaining assets, pay our known liabilities,
        distribute all of our remaining cash on hand (subject to the set aside
        of adequate reserves to cover known, unknown and contingent liabilities
        that we reasonably expected to be incurred) and dissolve.

    At this time, we cannot predict which option we will pursue.

WE EXPECT TO CONTINUE TO SPEND THE PROCEEDS OF THE ASSET SALE WHILE WE DETERMINE
OUR FUTURE STRATEGIC DIRECTION

    We expect to incur a net loss of approximately $3.7 million to $3.9 million
for the quarter ending June 30, 2002, as we determine our future strategic
direction. We expect that before any cash distribution to shareholders and any
potential strategic transactions and/or any liquidation administrative cost,
after July 1, 2002, our normal net loss, exclusive of any unforeseen or unusual
items, will not exceed $50,000 per month. These estimates do not include any
costs incurred in connection with the possible consummation of any strategic
transactions, which may be more costly than we anticipate. These losses will be
incurred in connection with the continued employment of, and overhead costs
associated with, our remaining employees. We expect to partially fund these
losses from the proceeds of, and interest income earned on the proceeds of, the
Asset Sale, but such interest income alone generated by the proceeds of the
Asset Sale will not be adequate to fully offset these continuing overhead costs,
especially if we distribute a substantial portion of those proceeds within the
next several months. To the extent we are unable to determine our future
strategic direction or we continue to incur these losses, our net cash value,
and any amounts available for distribution to stockholders will decrease.

ALTHOUGH WE INTEND TO MAKE A DISTRIBUTION TO SHAREHOLDERS, WE HAVE NOT
DETERMINED WHEN OR HOW MUCH WE WILL DISTRIBUTE

    We currently intend to make a cash distribution or distributions to our
stockholders at some time in the future. However, the number, amount, timing and
the record date(s) of such distribution(s) has not been determined, but will be
decided by our board in its sole discretion and will depend upon various
factors, including:

    o   the amounts deemed necessary by our board to pay or provide for all of
        our liabilities and obligations, including our potential liabilities and
        obligations arising from existing and threatened litigation and the
        indemnification provisions of the asset purchase agreement and the
        severance provisions contained in the employment agreements of certain
        of our executive officers;

    o   the amounts deemed necessary by our board to fulfill our existing
        contractual obligations;

    o   the amounts deemed necessary by our board to satisfy any known or
        unknown contingent liabilities, including existing and threatened
        litigation;

    o   the amounts deemed necessary by our board to acquire and develop new and
        potential business opportunities, including maintaining staff to manage
        the foregoing obligations and liabilities and to seek new business
        opportunities.

    o   the timing and proceeds of the sale of our remaining assets; and

    o   approval of a plan of liquidation and dissolution by our stockholders,
        if we decide to liquidate and dissolve.

    The amount of our expected initial distribution, as well as any decision to
make additional distribution(s), will be based upon estimates of the costs
associated with each of these factors, as well as the funds necessary to
complete the liquidation of any or all of our on-going operations. If the board
determines that material contingent liabilities exist, including any asserted or
threatened litigation, any distribution, including our expected initial
distribution, may be reduced or delayed. If we decide to liquidate and dissolve
the Company, we anticipate that expenses for professional fees and other
expenses of a liquidation and dissolution will be significant. Furthermore, each
of these factors will be dependent upon a number of contingencies and
conditions, many of which are beyond our control, including market conditions
and actions by third parties. As a result, any decisions with respect to a
distribution,




                                       18
<PAGE>

including our expected initial distribution, will involve judgments and
assumptions that, although they may be considered reasonable at the time by the
board and management, may not be realized.

IF WE ENGAGE IN STRATEGIC TRANSACTIONS WE MAY NOT HAVE A TESTED BUSINESS MODEL
AND CANNOT ASSURE YOU THAT ANY MODEL WE DEVELOP WILL YIELD POSITIVE RESULTS

    We may decide to explore opportunities to acquire, invest in or develop new
lines of business. Any new strategic direction we choose could likely involve
the acquisition or development of other businesses, and any such direction will
likely involve risks, including the following:

    o   We may be unable to identify suitable companies for acquisition, acquire
        such companies on suitable terms or in a suitable time frame, integrate
        any such acquired companies into our operations, or obtain additional
        working capital that may be necessary for the acquired business.

    o   Any business we acquire may not perform as expected.

    o   We may use all, or a substantial portion, of our remaining cash on hand
        in connection with a strategic transaction.

    We have no specific plan as to what businesses or products we may seek to
acquire or develop, and therefore may have no operating history or experience in
such businesses upon which you may base an evaluation of any strategic business
plan and determine our prospects. Any business we might develop will likely
involve all of the risks, uncertainties, expenses and difficulties frequently
encountered by development stage companies.

    If we decide to acquire new businesses, our future success will depend, in
significant part, on our ability to attract, hire and retain directors,
management and other personnel with the managerial, marketing and technical
skills that may be required by any business or businesses that we acquire.
Competition for personnel is intense, and there are a limited number of persons
with knowledge of, and experience in, any industry we might seek to enter. If we
fail to timely identify, recruit and hire qualified personnel, we may be unable
to compete effectively.

    To be successful in any planned acquisition, we may also need to integrate
disparate technologies and corporate cultures and potentially manage a
geographically dispersed company. Each subsequent acquisition may divert our
attention and expose us to unforeseen liabilities or risks associated with
entering new markets. Integrating newly acquired organizations and technologies
can be expensive, time consuming and may strain our resources. We anticipate
that we will face intense competition for acquisitions, and that many of these
competitors will be larger, better-funded organizations. If we fail to execute
our acquisition strategy successfully for any reason, our business may be
adversely affected. We do not have a tested business model and we cannot be sure
that any business model we develop will yield positive results.

    We may pay for some of our acquisitions by issuing additional common stock
that could dilute our existing stockholders. We may also use cash to buy
companies or technologies. We may also need to incur debt to pay for
acquisitions or to fund any operating losses. Acquisition financing may not be
available to us on favorable terms or at all. In addition, we may assume an
acquired company's existing indebtedness as part of an acquisition transaction,
and/or we may be required to record and/or amortize significant amounts of
goodwill and other intangible assets in connection with future acquisitions, any
of which could have an adverse affect on our results of operations.

YOUR APPROVAL IS NOT NECESSARILY REQUIRED FOR ACQUISITIONS OR BUSINESS
COMBINATIONS

    The board will have the sole discretion to enter into agreements and
consummate any acquisitions or business combinations for cash, stock, warrants
and/or options, except for (i) certain mergers directly by the company with or
into another corporation or a liquidation and dissolution, which require
stockholder approval under Delaware law, or (ii) transactions involving certain
dilutive issuances of Common stock or securities convertible into common stock
which require stockholder approval under the Nasdaq's Marketplace Rules to the
extent our Common Stock remains listed on Nasdaq. Accordingly, except for these
specified situations, the board is empowered to take such actions without
obtaining the prior approval of our stockholders.

IF WE LIQUIDATE AND DISSOLVE, WE WILL NEED TO SET ASIDE AMOUNTS FOR CONTINGENT
CLAIMS AND INCUR OTHER COSTS




                                       19
<PAGE>

    If we decide to propose a complete liquidation and dissolution of the
company, we may be unable to liquidate and dissolve at the time we seek to and
the amount of any net proceeds that we decide to distribute to our stockholders
will be subject to the payment of all claims and the establishment of reserves
to pay contingent claims, including existing or threatened litigation. In
addition, the decision to liquidate and dissolve can only be made by our
shareholders under Delaware law. Therefore, even if our board decides to
liquidate and dissolve the Company, it must obtain the approval of our
shareholders. If the stockholders approve any recommendation by the board to
dissolve, there are risks and substantial differences in administrative and
professional costs associated with whether the company elects to dissolve with
or without the supervision of the Delaware Chancery Court. Furthermore, under
Delaware law, it typically takes at least three (3) years to dissolve a
corporation, and during that time it is highly unlikely that we will maintain
our corporate existence or that there will be a public market for our stock.

OUR EXECUTIVE OFFICERS MAY HAVE INTERESTS THAT ARE DIFFERENT FROM THE INTERESTS
OF OTHER STOCKHOLDERS

    As our board determines whether we continue as a going concern and seek to
engage in strategic transactions or liquidate and dissolve, you should be aware
that our executive officers may have interests in our future strategic direction
that are different from or in addition to those of our other stockholders. In
particular, under their employment agreements, our remaining two (2) executive
officers will continue to be paid their salary for at least as long as our board
decides on our future strategic direction. While their employment with us may or
may not continue if we engage in a strategic transaction and acquire new
businesses, the employment of these officers will be terminated if we liquidate
and dissolve.

OUR STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE.

    At the present time, our stock price is trading at a substantial discount to
our net cash value per share. If we were to announce a substantial distribution
of proceeds from the Asset Sale, our stock could fluctuate suddenly and widely
depending on the amount and timing of such distribution and the amount of funds
retained by the company for the payment of claims and the possible pursuit of a
new business opportunities. In the past, companies that have experienced
volatility in the market price of their stock have been the objects of
securities class action litigation. If we were the object of securities class
action litigation, it could result in substantial costs to our stockholders and
a diversion of our management's attention and resources.

    Additionally, the market price of our common stock may fluctuate
significantly in the future, and these fluctuations may be unrelated to our
performance or actions taken with respect to a new strategic direction. General
market price declines or market volatility in the future could adversely affect
the price of the our common stock, and thus, the current market price may not be
indicative of future market prices.

WE EXPECT TO BE DELISTED BY NASDAQ

    We received a Nasdaq staff determination letter on May 13, 2002, indicating
Nasdaq's intent to delist the Company's common stock from the Nasdaq
National Market effective at the opening of business on May 21, 2002. Nasdaq
intends to take this discretionary action under Marketplace Rules 4300 and
4330(a)(3) based on its belief that the Company has not owned or managed any
revenue-generating businesses since February 28, 2002, and thus is a "public
shell," which may be subject to market abuses or other violative conduct
detrimental to the interests of the investing public.  The Company plans to
appeal the Nasdaq Staff Determination and request a hearing within 45 days of
the Company's appeal. The request for hearing will stay the delisting action
pending the issuance of a written determination by the Nasdaq Listing
Qualifications Panel. There is no assurance that the Panel will grant the
Company's request for continued listing.

    As previously announced on February 14, 2002, the Company received
notification from Nasdaq that the bid price of its common stock had closed below
the $1 per share minimum (as required for continued listing on the NASDAQ Stock
Market for compliance with Marketplace Rule 4450(a)(5)) for 30 consecutive
trading days.  The Company has not regained compliance with this rule within the
90 trading day timeframe required by Nasdaq.

    If we are delisted from the Nasdaq National Market, we cannot assure you
that we will seek to ensure the uninterrupted trading of our common stock by
having our common stock traded on the Over the Counter Bulletin Board or Pink
Sheets. Alternatively, if we do seek to ensure the uninterrupted trading of our
common stock by taking one of these actions, we cannot assure you that we will
be successful in doing so.

WE MAY INADVERTENTLY BECOME AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED, AND AS A RESULT, BECOME SUBJECT TO ADDITIONAL
REGULATION

    If we at any time own investment securities (not including U.S. government
securities) that have a value exceeding 40% of our unconsolidated assets (or,
under applicable rules, own investment securities (not including U.S. government
securities) having a value exceeding 45% of our unconsolidated assets and no
more than 45% of our net income is derived from these investment securities) and
do not qualify for an exemption under the Investment Company Act, we may be
required to register as an investment company with the SEC, which would subject
us to extensive additional regulation.





                                       20
<PAGE>

    To the extent we may be subject to the registration requirements of the
Investment Company Act, we may be permitted to rely on a temporary exemption
from these registration requirements for a period of up to one year, provided
that we had a bona fide intent to be engaged primarily, as soon as reasonably
possible and in any event at the end of one year, in a business other than that
of investing, reinvesting, owning, holding or trading in investment securities.
We would not be permitted to rely on this exemption more than once in any
three-year period.

    If we rely on this exemption from the registration requirements of the
Investment Company Act and continue to own investment securities having a value
exceeding 40% of our unconsolidated assets (or, under applicable rules, own
investment securities (not including U.S. government securities) having a value
exceeding 45% of our unconsolidated assets and no more than 45% of our net
income is derived from these investment securities) at the end of the one-year
exemption period, we may be forced to invest any remaining proceeds from the
Asset Sale in U.S. government securities that have a lesser rate of return than
corporate or other non-U.S. government securities.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Our exposure to market risk is limited to interest rate sensitivity, which
is affected by changes in the general level of U.S. interest rates, and foreign
currency exchange rates. Our cash equivalents are invested with high-quality
issuers and limit the amount of credit exposure to any one issuer. Due to the
short-term nature of our cash equivalents, we believe that we are not subject to
any material market risk exposure. Substantially all of our revenues are
realized in U.S. dollars and are from customers in the United States. We do not
have any foreign currency hedging instruments.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

    The Company, our directors, certain former directors as well as Charter and
Paul Allen have been named as defendants in four putative class action lawsuits
filed in the Court of Chancery of the State of Delaware (Denault v. O'Brien, et.
al., Civil Action No. 19045NC, Tesche v. O'Brien, et al., Civil Action No.
19046-NC, Johnson v. O'Brien, et. al., Civil Action No. 19053-NC, and Krim v.
O'Brien, et al., Civil Action 19478-NC). All four lawsuits, the first three of
which have been consolidated, allege, among other things, that the initially
proposed cash purchase price by Charter of $73.0 million was grossly inadequate
and that "[t]he purpose of the proposed acquisition is to enable Charter and
Allen to acquire [the Company's] valuable assets for their own benefit at the
expense of [the Company's] public shareholders." The fourth lawsuit, Krim v.
O'Brien, also alleges that the $81.1 million purchase price under the Asset
Purchase Agreement was "grossly inadequate."

    The suits allege that the defendants breached their fiduciary duties to the
Company in connection with the making and consideration of Charter's proposal.
The plaintiffs ask to represent the interests of all common stockholders of the
Company and seek (except in the case of Krim v. O'Brien) injunctive relief
preventing the Company from consummating the Asset Sale. All four lawsuits seek
to rescind the transaction and seek unspecified monetary damages.

    We believe these lawsuits are entirely without merit. Nevertheless, lawyers
for the defendants in these lawsuits have had discussions with attorneys
representing the plaintiffs in the first three lawsuits. These discussions
covered, among other topics, financial and other changes to the terms of the
Asset Purchase Agreement that addressed the matters raised by the plaintiffs. As
a result of these discussions, a tentative agreement has been reached to settle
the first three lawsuits. The settlement is embodied in a Memorandum of
Understanding (the "MOU") executed by counsel to all parties to the first three
lawsuits, dated as of January 10, 2002. Among other things, the MOU provides
that the settlement is premised upon defendants' acknowledgment that the
prosecution of the first three litigations was a "substantial causal factor"
underlying defendants' decision to condition the Asset Sale on the public
shareholder majority vote and was "one of the causal factors" underlying
Charter's decision to increase the consideration to be paid to the Company in
connection with the Asset Sale. The MOU further provides that defendants shall,
upon Court approval, pay up to $390,000, which amount will be allocated among
the defendants, to reimburse plaintiffs' counsel for the fees and expenses
incurred in pursuit of these litigations. The settlement is subject to
confirmatory discovery, final documentation and approval of the Delaware
Chancery Court. We believe that the claims asserted in the fourth lawsuit, Krim
v. O'Brien, will be covered by the settlement.

    Also, on November 5, 2001, the Company, our Chief Financial Officer and our
former President, together with Lehman Brothers, Inc., J.P. Morgan Securities,
Inc., CIBC World Markets Corp., and Banc of America Securities, Inc., were named
as defendants in a purported class action lawsuit filed in the United States
District Court for the Southern District of New York (Ruthy Parnes v. High Speed
Access Corp., et. al., Index No. 01-CV-9743(SAS)). The lawsuit alleges that our
Registration Statement, dated June 3, 1999,






                                       21
<PAGE>

and Prospectus, dated June 4, 1999, for the issuance and initial public offering
of 13,000,000 shares of our common stock to investors contained material
misrepresentations and/or omissions, alleging that our four underwriters engaged
in a pattern of conduct to surreptitiously extract inflated commissions greater
than those disclosed in the offering materials, among other acts of misconduct.
The plaintiff asks to represent the interest of all holders of our common stock
and seeks unspecified monetary damages. With respect to allegations against the
Company and Messrs. Willett and Pitcock, we believe this lawsuit is without
merit and intend to vigorously defend against the claims made therein. We
express no opinion as to the allegations lodged against Lehman Brothers, Inc.,
J.P. Morgan Securities, Inc., CIBC World Markets Corp., and Banc of America
Securities Inc.

    On or about November 2001, we received a letter, and on December 17, 2001,
we received a second letter, from an attorney purporting to be counsel to
certain former stockholders of Digital Chainsaw, a company that was acquired by
us in August 2000 through the payment of 3,000,000 shares of our common stock.
The attorney indicated that his clients, and possibly other former Digital
Chainsaw shareholders were prepared to file a lawsuit asserting various claims
against the Company relating to our August 2000 acquisition of Digital Chainsaw,
including claims relating to the non-payment of any earn out consideration to
the former stockholders of Digital Chainsaw. We believe that all of the
potential claims included in these letters are without merit and have informed
the attorney of this belief. Nevertheless, to avoid the uncertainty and expense
of protracted litigation with respect to these matters, we have tentatively
agreed with opposing counsel to settle the claims of substantially all of the
former Digital Chainsaw stockholders for an amount not to exceed $1.5 million.
However, this tentative settlement is contingent upon the successful negotiation
and execution of final documentation. In the event we do not succeed in closing
this tentative settlement, we may have to defend one or more lawsuits related to
allegations in these letters.

    We are involved in other legal proceedings and claims. We do not believe
that the results of the above-noted legal proceedings and other pending legal
proceedings and claims will have a material adverse effect on our financial
condition or cash flows. However, the Company's defense of and/or attempts to
settle favorably these proceedings and claims may delay action by the board with
respect to new business activities and may affect the timing and amount of any
distribution of proceeds from the Asset Sale.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

    (a) In December 2000, we issued and sold 38,000 shares and 37,000 shares of
Series D senior convertible preferred stock to Vulcan and Charter Communications
Ventures, LLC, an affiliate of Charter, respectively. In this private placement,
we received aggregate consideration of $38.0 million and $37.0 million from
Vulcan and Charter, respectively. The preferred stock was convertible into
common stock of the Company at a conversion price of $5.01875 per share, subject
to adjustment for future stock issuances at less than the conversion price and
other customary adjustments.

    The initial proceeds to the Company were $75.0 million. Through December 31,
2001 the proceeds have been applied as follows:

    Direct or indirect payment to others for:

<Table>
<S>                                    <C>
              Offering expenses        $  1,000,000
              Working capital          $ 74,000,000
</Table>


    None of these expenses were direct or indirect payments to investors or
officers or 10% stockholders of the Company. The remainder of the proceeds is
invested in interest-bearing money market accounts with financial institutions
and highly-liquid investment-grade debt securities of the U.S. Government. This
issuance of Series D convertible preferred stock was made in reliance on the
exemption from registration provided by section 4(2) of the Securities Act and
Rule 506 promulgated thereunder.

    (b) In accordance with the Asset Purchase Agreement, Vulcan and Charter
tendered to the Company all 75,000 shares outstanding of Series D convertible
preferred stock on February 28, 2002.

    (c) On February 28, 2002, the Company purchased 20,222,139 shares of Common
Stock from Vulcan for an aggregate purchase price of $4.4 million, or $0.22 per
share. The consummation of the Asset Sale was a condition precedent to the
purchase of Common Stock from Vulcan. The board of directors approved the
cancellation of these shares in March, 2002. We expect to effect the
cancellation during the second quarter of 2002.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

    None.




                                       22
<PAGE>

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

    A Special Meeting of Stockholders of the Company was held on February 28,
2002. Matters submitted to, and approved by, stockholders are listed below, as
is a tabulation of voting.

(1) Approval of the sale of substantially all of our assets pursuant to the
    Asset Purchase Agreement with Charter dated September 28, 2001.

<Table>
<Caption>
          FOR       AGAINST    ABSTAIN
     -----------  ----------  ----------

<S>                <C>          <C>
     39,621,747    248,602      48,685
</Table>

(2) The adjournment or postponement of the special meeting for the purpose of
    soliciting additional votes in favor of the proposed Asset Sale.

<Table>
<Caption>
          FOR      AGAINST    ABSTAIN
     ----------- ----------  ---------
<S>               <C>         <C>
     39,138,780   673,330     106,923
</Table>

(3) The transaction of such other matters as may come before the special
    meeting.

<Table>
<Caption>
          FOR      AGAINST     ABSTAIN
     ----------- ----------  ---------
<S>              <C>          <C>
     38,497,929  1,289,039    132,065
</Table>


ITEM 5 - OTHER INFORMATION

    None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

    None.

    (b) Reports on Form 8-K

    On March 11, 2002, the Company filed a report on Form 8-K that announced the
completion of the sale of substantially all of its assets to Charter



                                       23
<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934 as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

High Speed Access Corp.

Date: May 15, 2002      By /s/ George E. Willett
      ------------         -----------------------------------
                        George E. Willett
                        President and Chief Financial Officer




                                       24