sc13d

Dated: July 22, 2002

/s/ Stephen J. Hansbrough
Stephen J. Hansbrough

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)

Stephen J. Hansbrough
Chief Executive Officer
HearUSA, Inc.
1250 Northpoint Parkway
West Palm Beach, Florida 33407
(561) 478-8770

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

This Statement on Schedule 13D relates to shares of common stock, $0.01 par value per share (the “Common Stock”), of HearUSA, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1250 Northpoint Parkway, West Palm Beach, Florida 33407.

Stephen J. Hansbrough is the Chief Executive Officer of the Issuer, a hearing care provider. The address of the Issuer and the business address of Mr. Hansbrough is 1250 Northpoint Parkway, West Palm Beach, Florida 33407. During the past five years, Mr. Hansbrough has not been convicted in a criminal proceeding, nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in Mr. Hansbrough being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

On July 11, 2002, the Issuer and Helix Hearing Care of America Corp., a Canadian corporation (“Helix”) combined operations pursuant to a plan of arrangement under Canadian law and in accordance with the terms of the Amended and Restated Merger Agreement dated as of November 6, 2001 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, each share of Helix common stock was exchanged for 0.3537 shares of Issuer Common Stock or 0.3537 exchangeable shares of HEARx Canada, Inc. (the “Exchangeable Shares”), a subsidiary of the Issuer. Each Exchangeable Share is exchangeable for one share of Common Stock of the Issuer at any time at the option of the shareholders, and is entitled to the same voting, dividend and other rights as one share of Common Stock of the Issuer. The Issuer considers each Exchangeable Share economically equivalent to a share of its Common Stock.

On June 13, 2002, Mr. Hansbrough entered into a Voting Trust Agreement with Martin Cousineau and Richard Doucet through their individual holding companies, 3242706 Canada Inc. and 3242692 Canada Inc., respectively (collectively, the “Shareholders”). Pursuant to the terms of the Voting Trust Agreement, the Shareholders transferred voting control of 5,175,000 shares of the common stock of Helix to Mr. Hansbrough for a period of two years commencing on the date that the Superior Court of Quebec, District of Montreal rendered its final order approving the Issuer’s combination with Helix (June 27, 2002).

As a result of the combination, on July 11, 2002, the Shareholders received (or acquired the right to receive) 1,830,396 Exchangeable Shares of HEARx Canada, Inc. that are subject to the voting control of Mr. Hansbrough under the Voting Trust Agreement. In addition to the above transaction, Mr. Hansbrough is the beneficial owner of 746,377 shares of Common Stock, of which 543,377 shares are underlying employee stock options which are currently exercisable (or exercisable within 60 days) and 100,000 shares are subject to currently exercisable warrants. Mr. Hansbrough obtained his shares of Common Stock, employee stock options and warrants either through his employment with the Issuer or with personal funds.

Mr. Hansbrough acquired voting power over the 1,830,396 Exchangeable Shares for the purpose of securing continuity in the management and policy of the Issuer after the combination with Helix. The Voting Trust Agreement will terminate on June 27, 2004. The Shareholders may dispose of Exchangeable Shares subject to the Voting Trust Agreement at any time.

In addition, Mr. Hansbrough beneficially owns 746,377 shares of the Issuer’s Common Stock for investment purposes. Mr. Hansbrough, depending upon market conditions and other factors, in the future may acquire beneficial ownership of additional shares of Common Stock or dispose of all or a portion of the Common Stock that Mr. Hansbrough beneficially owns or hereafter may acquire.

Mr. Hansbrough has no present plan or proposal that relates to or would result in (i) the acquisition of additional securities or the disposition of securities of the Issuer by any person; (ii) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale or transfer of a material amount of assets involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the Issuer’s present Board of Directors or management; (v) any material change in the Issuer’s present capitalization or dividend policy or any other material change in the Issuer’s business or corporate structure; (vi) any change in the Issuer’s charter or by-laws or other action that may impede the acquisition of control of the Issuer by any person; (vii) any change that would result in any class of the Issuer’s equity securities becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (viii) any similar action, although he may, depending upon business conditions and other considerations, determine to pursue one or more such transactions in the future.

(a) As a result of the transfer of voting power of the Exchangeable Shares pursuant to the Voting Trust Agreement and the shares of Common Stock beneficially owned by Mr. Hansbrough, Mr. Hansbrough currently beneficially owns 1,830,396 Exchangeable Shares and 746,377 shares of Common Stock, representing approximately 9.16% of the aggregate outstanding Common Stock and Exchangeable Shares taken together.

(b) Mr. Hansbrough currently has the sole power to vote 746,377 shares of Common Stock and 1,830,396 Exchangeable Shares. Mr. Hansbrough has the sole power to dispose of the 746,377 shares of Common Stock.

(c) Mr. Hansbrough has not engaged in any transaction during the past sixty (60) days in any shares of the Issuer’s Common Stock or Exchangeable Shares except as described herein.

Item 6 Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The Shareholders and Mr. Hansbrough, as voting trustee, entered into the Voting Trust Agreement for the purpose of securing continuity in the management and policy of the Issuer after the combination with Helix. The Voting Trust Agreement provides the voting trustee with the full authority to represent the Shareholders and the shares, and to vote the shares in his discretion at all meetings of shareholders of the Issuer. Notwithstanding the foregoing, the voting trustee’s power does not extend or apply to any vote of the shareholders of the Issuer which is solicited in respect of any merger, dissolution, reverse stock split or stock dilution of more than 20%.

Mr. Hansbrough acknowledges that in his capacity as voting trustee he has no real or beneficial ownership in any of the shares subject to the Voting Trust Agreement. Further, the Shareholders are entitled, at all times, to sell or otherwise dispose of the shares without any limitation.

Except as described herein, there are at present no contracts, arrangements, undertakings or relationships among the persons named in Item 2 above and between any such persons and any person with respect to any securities of the Issuer.

The description contained herein of the Voting Trust Agreement is only a summary of the Voting Trust Agreement and is qualified in its entirety by reference to the document itself, which is filed as an exhibit to this Schedule and incorporated herein by this reference.

Voting Trust Agreement dated June 13, 2002, by and among 3242706 Canada, Inc., 3242692 Canada Inc. and Stephen J. Hansbrough.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


BY AND AMONG:		3242706 Canada Inc., a corporation, duly constituted
		under the laws of Canada and represented herein by Martin
		Cousineau, its President;

		3242692 Canada Inc., a corporation, duly constituted
		under the laws of Canada and herein represented by
		Richard Doucet, its President;

		(herein collectively referred to as the “Shareholders”)

AND:		STEPHEN J. HANSBROUGH, businessman, residing at
		14245 Caloosa Blvd., Palm Beach Gardens, Florida, U.S.A.
		33418-8676;

		(herein referred to as the “Voting Trustee”)

WHEREAS each of the Shareholders is the real and beneficial owner of the following number of fully paid Common Shares (the “Helix Shares”) in the capital stock of Helix Hearing Care of America Corp. (the “Corporation”):

WHEREAS the Corporation has entered into an amended and restated merger agreement on November 6, 2001 with HEARx Ltd. (“HEARx”) providing for the combination of HEARx and the Corporation through a plan of arrangement under Canadian law (the “Combination”).

WHEREAS under the terms of the Combination, the Shareholders are entitled to receive, at their election, exchangeable shares or HEARx common stock (collectively, the “Shares”) in exchange for their Helix Shares.

WHEREAS the Shareholders are desirous of entering into this voting trust agreement (the “Agreement”) in order to secure continuity in the management and policy of HEARx after the Combination.

1. It shall be the duty of the Voting Trustee and he shall have the full power and authority and he is hereby fully empowered and authorized to represent the Shareholders and the Shares, and to vote upon the said Shares, as in the judgment of the Voting Trustee may be in the best interest of the HEARx Group, at all meetings of shareholders of HEARx for the election of directors and for all other matters in question which may be brought before such meetings, as fully as any of the Shareholders might do if personally present.

2. The Shareholders hereby covenant and agree not to take any legal actions or like proceedings against HEARx or any of its subsidiaries, affiliates or any of their successors or assigns or solicit any proxies or contest any votes in connection with any meeting or consent solicitation in their capacity as a shareholder or otherwise, or assist other person or group in doing so during the term of this Agreement, except to protect their rights of ownership in the Shares.

3. The Voting Trustee acknowledges that in his quality as Voting Trustee, he has no real or beneficial ownership in any of the Shares, such real and beneficial ownership residing solely with the holders of the Shares, and all dividends or other distributions in respect of the Shares shall enure in favour of the respective holders of the Shares.

4. The Voting Trustee acknowledges that the Shareholders shall, at all times, be entitled to sell or otherwise dispose of the Shares and that, upon such sale or disposition, the sold or disposed Shares shall no longer be subject to this Agreement. This Agreement shall however remain valid and applicable with respect to all sold or disposed Shares which are repurchased or otherwise re-acquired by Shareholders.

5. The Voting Trustee shall possess and be entitled to exercise in his sole and absolute discretion all Shareholders’ rights of every kind in respect of all Shares (save the right to receive cash dividends and other cash distributions) including the right to vote and to take part in or consent to any corporate or shareholders’ action as a holder of the Shares. The Shareholders shall have no right to vote or take part in or consent to any corporate or shareholders’ action in respect of all or any of the Shares, or in any way to bind or govern the decisions, actions or discretions of the Voting Trustee in respect of all of the Shares. Notwithstanding the foregoing, the Voting Trustee’s power and authority granted under the terms of this Agreement shall not extend or apply to any vote of the shareholders of HEARx, which is solicited in respect of any merger, dissolution, reverse stock split or stock dilution of more than 20%.

6. The rights, privileges, proxy and power of attorney herein given by the Shareholders to the Voting Trustee are irrevocable.

7. The Voting Trustee shall employ such employees, agents and counsel as he may deem advisable for the purpose of administering the Voting Trust and all charges and expenses incurred by the Voting Trustee and all losses or damages which may be suffered or incurred by the Voting Trustee in the performance of his duties and administration of the Voting Trust shall be borne by the Voting Trustee.

8. The Voting Trustee may adopt his own rules of procedure. The action of the Voting Trustee expressed from time to time in writing shall constitute the action of the Voting Trustee for all purposes of this Agreement. The Voting Trustee may appoint a proxy or attorney to attend meetings, sign documents or otherwise act for him.

	(i)		That the Voting Trustee shall not incur any liability or responsibility by reason of any error of law or mistake or any matter or thing done or permitted to be done under or in relation to this Agreement except for his own gross negligence or intentional fault; and

	(ii)		That the Voting Trustee may, in relation to this Agreement, act on the opinion or advice of a lawyer, accountant, broker or other expert, and shall not be responsible for any loss occasioned by so acting, and shall incur no liability or responsibility for deciding in good faith not to act upon any such opinion or advice.

10.		In the event that there is a stock split, a stock consolidation, an exchange of shares, a reclassification of shares or any other modification affecting the share capital of HEARx, or in the event that any additional shares of any class whatsoever of HEARx are issued to, purchased by or otherwise transferred to the Shareholder, subject to paragraph 0 above, such shares shall become part of the Shares for the purpose of this Agreement and shall therefore be subject to the voting trust established in this Agreement.

11.		In the event that HEARx is amalgamated, merged or consolidated with any other corporation, or all or substantially all the assets of HEARx are transferred to another corporation, then in connection with such transfer the term “HEARx” for all purposes of this Agreement shall be taken to include such successor corporation and the Voting Trustee shall receive and hold under this Agreement any shares which such successor corporation may issue with respect to the Shares held hereunder prior to such amalgamation, merger, consolidation or transfer. The term “Shares” as used herein shall be taken to include any shares of capital stock which may be received by the Shareholders, resulting from such amalgamation, merger, consolidation or transfer.

12.		The Voting Trust hereby created shall continue until the second anniversary of the effective date of this Agreement.

13.		This Agreement shall be effective on the date that the Superior Court of Quebec, District of Montreal renders its final order approving the Combination.

14.		This Agreement shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein.

15.		If a part of this Agreement or the application of it to a person or other entity or to a circumstance, is to any extent held or rendered invalid, unenforceable or illegal, that part (i) is independent of the remainder of this Agreement and is severable from it, and its invalidity, unenforceability or illegality does not affect, impair or invalidate the

		remainder of this Agreement, and (ii) continues to be applicable to and enforceable to the fullest extent permitted by law against any person or entity and any circumstance, except those as to which it has been held or rendered invalid, unenforceable or illegal.

16.		The parties hereto have expressly required that this Agreement be drawn up in the English language only. Les parties ont exigé que la présente entente ne soit rédigée qu’en langue anglaise.



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Stephen J. Hansbrough


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [ ]

		(b) [ ]

3	SEC USE ONLY


4	SOURCE OF FUNDS*

	PF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America


NUMBER OF SHARES	7	SOLE VOTING POWER
		2,576,773


BENEFICIALLY OWNED BY	8	SHARED VOTING POWER



EACH REPORTING	9	SOLE DISPOSITIVE POWER
		746,377


PERSON WITH	10	SHARED DISPOSITIVE POWER



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,576,773

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS BEFORE FILLING OUT)	[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.16%

14	TYPE OF REPORTING PERSON

	IN


NAME OF SHAREHOLDER	NUMBER OF COMMON SHARES ISSUED

3242706 Canada Inc.		2,587,500
3242692 Canada Inc.		2,587,500


3242706 CANADA INC		3242692 CANADA INC.

/s/ Martin Cousineau Per:		/s/ Richard Doucet Per:

		Stephen j. Hansbrough

		/s/ Stephen J. Hansbrough


CUSIP No. 422360 30 5	Schedule 13D	Page 2 of 6 Pages


CUSIP No. 422360 30 5		Schedule 13D		Page 3 of 6 Pages


CUSIP No. 422360 30 5		Schedule 13D		Page 4 of 6 Pages


CUSIP No. 422360 30 5		Schedule 13D		Page 5 of 6 Pages


CUSIP No. 422360 30 5		Schedule 13D		Page 6 of 6 Pages