On April 2, 2007, HearUSA, Inc. (the “Company”) filed an Item 4.02 Form 8-K reporting that on March 30, 2007, its board of directors determined that its consolidated financial statements for the years ended December 25, 2004 and December 31, 2005 should no longer be relied upon because of errors relating to the accounting treatment and disclosures of the recognition of deductible temporary differences and net operating loss carryfowards which were originally established in July of 2002 when the Company acquired Helix Hearing Care of America Corp. (“Helix”). The Company quantified and identified with greater certainty the amount and nature of the non-cash adjustments and filed Amendment No. 1 to Form 8-K to report that information. In completing the restatements, the effect of the corrections on the first three quarters of 2006 became known. On April 5, 2007, the board of directors of the Company determined that the quarterly consolidated financial statements for the periods ended April 1, 2006, July 1, 2006 and September 30, 2006 also should no longer be relied upon because of these errors. The Company is filing this Amendment No. 2 to Form 8-K to disclose this decision by the Company’s board of directors and to clarify its explanation of the reasons for the restatements.

At the time of the Helix acquisition, the Company failed to record the deferred income tax liability associated with tradenames acquired in the transaction. The effect of the correction of this error is to increase goodwill and deferred income tax liability by $2.7 million at the time of the Helix acquisition, which will be reflected on the consolidated balance sheets for the five years in the period ended December 30, 2006.

Additionally, the deferred income tax assets resulting from Helix’s Canadian temporary differences and net operating loss carryforwards totaling approximately $1.2 million at the time of the acquisition were not recorded due to the uncertainty of their utilization. As taxable income occurred in 2005 and 2004 from the Canadian operations, the Company should have recorded an income tax expense and a reduction in goodwill in each of these years. To correct this error, the Company will record additional income tax expense of $346,000 and $300,000 in 2005 and 2004, respectively, with corresponding decreases in goodwill each year.

Finally, as a part of the Helix acquisition, the Company acquired approximately $12.5 million of tax goodwill from the Helix’s US operations. At the time of the acquisition, the book basis of that goodwill exceeded its tax basis. Tax goodwill, unlike certain other types of goodwill, is deductible for tax purposes, thereby creating timing differences between book and tax bases. Because the point in time that such differences will turn around is unknown, generally accepted accounting principles require deferred income tax expense and deferred income tax liability to be recorded when such tax goodwill deductions are taken for tax purposes. This type of deferred income tax liability cannot be offset by deferred income tax assets. The Company deducted such goodwill for tax purposes between 2002 and 2006, but failed to record deferred income tax expense and liabilities. To correct this error, the Company will record a deferred income tax expense and related increases in deferred income tax liabilities of approximately $1.3 million in 2005, $390,000 in 2004, $390,000 in 2003 and $195,000 in 2002.

The Company will restate its consolidated balance sheets at December 31, 2005 and December 25, 2004 and the Company’s consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2005 and December 25, 2004 and the notes related thereto.