**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**







**FORM
      10-Q**




QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934




For
      the
      quarterly period ended March 31, 2006


Commission
      File No. 0-29359




GoAmerica,
      Inc.


(Exact
      Name of Registrant as Specified in Its Charter)




Delaware
            
            22-3693371(State
                or Other Jurisdiction
                of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer Identification
                No.)433
              Hackensack Avenue, Hackensack, New Jersey
            
            07601(Address of Principal Executive
              Offices)
            
            (Zip
                Code)





(201)
      996-1717





(Registrant's
      Telephone Number,


Including
      Area Code)




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: o







Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
      (Check one):






Large
                Accelerated Filero
            Accelerated
                Filero
            Non-accelerated
                filer x







Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes:  o
            No: x






Indicate
      the number of shares outstanding of each of the Registrant's classes of common
      stock, as of April 30, 2006:






Class
            Number
                of SharesCommon
                Stock, $.01 par
                value
            2,338,451












GOAMERICA,
      INC.




TABLE
      OF CONTENTS




PagePART
                I.FINANCIAL
                INFORMATION
            1Item
                1.Financial
                Statements (March 31, 2006 and 2005 are unaudited)
            1Condensed
                Consolidated Balance Sheets as of March 31, 2006 and December 31,
                2005
            2Condensed
                Consolidated Statements of Operations for the Three Months Ended
                March 31,
                2006 and 2005
            3Condensed
                Consolidated Statements of Cash Flows for the Three Months Ended
                March 31,
                2006 and 2005
            4Notes
                to Condensed Consolidated Financial Statements
            5Item
                2.Management's
                Discussion and Analysis of Financial Condition and Results of
                OperationsGeneral
            10Critical
                Accounting Policies and Estimates
            10Results
                of Operations
            11Liquidity
                and Capital Resources
            15Item
                3.Quantitative
                and Qualitative Disclosures About Market Risk
            17Item
                4. Controls and Procedures
            17PART
                II.OTHER
                INFORMATIONItem
                1.Legal
                Proceedings
            18Item
                6.Exhibits
            18SIGNATURES
            19










-i-


**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements**







-1-


**GOAMERICA,
      INC.**




**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(In
      thousands, except share and per share data)**









**March
                31,**
              **2006**
            
            **December 31,**
              **2005**(Unaudited)**Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            4,281
            
            $
            $4,804Accounts
                receivable, net
            
            
            1,412
            
            
            1,154Merchandise
                inventories, net
            
            
            113
            
            
            161Prepaid
                expenses and other current assets
            
            
            479
            
            
            135Total
                current assets
            
            
            6,285
            
            
            6,254Restricted
                cash
            
            
            --
            
            
            300Property,
                equipment and leasehold improvements, net
            
            
            511
            
            
            677Goodwill,
                net
            
            
            6,000
            
            
            6,000Other
                assets
            
            
            270
            
            
            844$
            13,066
            
            $
            $14,075**Liabilities
                and stockholders' equity**Current
                liabilities:Accounts
                payable
            
            $
            724
            
            $
            $765Accrued
                expenses
            
            
            699
            
            
            676Deferred
                revenue
            
            
            87
            
            
            92Other
                current liabilities
            
            
            13
            
            
            19Total
                current liabilities
            
            
            1,523
            
            
            1,552Other
                long term liabilities
            
            
            16
            
            
            25Commitments
                and contingenciesStockholders'
                equity:Common
                stock, $.01 par value, authorized: 200,000,000 shares in 2006 and
                2005;
                issued: 2,362,514 in 2006 and 2005
            
            
            24
            
            
            24Additional
                paid-in capital
            
            
            286,014
            
            
            287,137Deferred
                employee compensation
            
            
            --
            
            
            (1,230
            )Accumulated
                deficit
            
            
            (274,325
            )
            
            (273,247
            )Treasury
                stock, at cost, 24,063 shares in 2006 and 2005
            
            
            (186
            )
            
            (186
            )Total
                stockholders' equity
            
            
            11,527
            
            
            12,498$
            13,066
            
            $
            14,075




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


-2-


**GOAMERICA,
      INC.**




**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(In
      thousands, except share and per share data)**




**(Unaudited)**




**Three
                Months Ended March 31,****2006**
            
            **2005****Revenues:**Subscriber
            
            $
            290
            
            $
            787Prepaid
                services
            
            
            1,105
            
            
            891Relay
                services
            
            
            467
            
            
            159Commissions
            
            
            827
            
            
            3Equipment
            
            
            50
            
            
            102Other
            
            
            2
            
            
            862,741
            
            
            2,028**Costs
                and expenses:**Cost
                of subscriber airtime
            
            
            139
            
            
            285Cost
                of equipment revenue
            
            
            80
            
            
            105Cost
                of network operations
            
            
            33
            
            
            94Cost
                of relay services
            
            
            45
            
            
            --Cost
                of prepaid services
            
            
            1,116
            
            
            830Sales
                and marketing
            
            
            542
            
            
            111General
                and administrative
            
            
            1,189
            
            
            1,244Research
                and development
            
            
            133
            
            
            54Depreciation
                and amortization of fixed assets
            
            
            168
            
            
            130Amortization
                of other intangibles
            
            
            --
            
            
            2213,445
            
            
            3,074Loss
                from operations
            
            
            (704
            )
            
            (1,046
            )Other
                income (expense):Terminated
                merger costs
            
            
            (419
            )
            
            --Interest
                income (expense), net
            
            
            45
            
            
            38Total
                other income (expense), net
            
            
            (374
            )
            
            38Net
                loss
            
            $
            (1,078
            )
            $
            (1,008
            )Basic
                net loss per share
            
            $
            (0.46
            )
            $
            (0.48
            )Diluted
                net loss per share
            
            $
            (0.46
            )
            $
            (0.48
            )Weighted
                average shares used in computation of basic net loss pershare
            
            
            2,338,451
            
            
            2,093,432Weighted
                average shares used in computation of diluted net loss pershare
            
            
            2,338,451
            
            
            2,093,432





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


-3-


**GOAMERICA,
      INC.**




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**




**(In
      thousands)**


**(Unaudited)**








**Three
                Months Ended March 31,****2006**
            
            **2005****Operating
                activities**Net
                loss
            
            $
            (1,078
            )
            $
            (1,008
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization of fixed assets
            
            
            168
            
            
            130Amortization
                of other intangible assets
            
            
            --
            
            
            221Provision
                for losses on accounts receivable
            
            
            35
            
            
            20Non
                cash employee compensation
            
            
            107
            
            
            --Write
                off of capitalized terminated merger costs
            
            
            419
            
            
            --Changes
                in operating assets and liabilities:Increase
                in accounts receivable
            
            
            (293
            )
            
            (104
            )Decrease
                in other receivables
            
            
            --
            
            
            732Decrease
                (increase) in merchandise inventories
            
            
            48
            
            
            (73
            )Increase
                in prepaid expenses and other current assets
            
            
            (20
            )
            
            (39
            )Decrease
                in accounts payable
            
            
            (41
            )
            
            (107
            )Increase
                in accrued expenses
            
            
            23
            
            
            57(Decrease)
                increase in deferred revenue
            
            
            (5
            )
            
            27Net
                cash used in operating activities
            
            
            (637
            )
            
            (144
            )**Investing
                activities**Change
                in other assets and restricted cash
            
            
            131
            
            
            300Purchase
                of property, equipment and leasehold improvements
            
            
            (2
            )
            
            (134
            )Net
                cash provided by investing activities
            
            
            129
            
            
            166**Financing
                activities**Issuance
                of common stock for exercise of stock options and warrants
            
            
            --
            
            
            2Payments
                made on capital lease obligations
            
            
            (15
            )
            
            (1
            )Net
                cash (used in) provided by financing activities
            
            
            (15
            )
            
            1Net
                increase (decrease) in cash and cash equivalents
            
            
            (523
            )
            
            23Cash
                and cash equivalents at beginning of period
            
            
            4,804
            
            
            7,098Cash
                and cash equivalents at end of period
            
            $
            4,281
            
            $
            7,121





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





-4-


**GOAMERICA,
      INC.**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**


**(In
      thousands, except share and per share data)**




**Note
      1 - Basis of Presentation:**




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States for interim financial information and with the instructions to
      Form 10-Q and Rule 10-01 of Regulation S-X and include the results of
      GoAmerica, Inc. and its wholly-owned subsidiaries (collectively, the “Company”).
      Accordingly, certain information and footnote disclosures required in financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States have been condensed or omitted. In the opinion of the
      Company’s management, the accompanying unaudited financial statements contain
      all adjustments (consisting only of normal recurring adjustments except as
      otherwise disclosed herein) which the Company considers necessary for the fair
      presentation of its financial position as of March 31, 2006 and the results
      of
      its operations and its cash flows for the three month periods ended March 31,
      2006 and 2005. These financial statements should be read in conjunction with
      the
      Company's audited financial statements and notes thereto included in the
      Company’s Annual Report on Form 10-K (as amended) for the year ended December
      31, 2005.





The
      Company operates in a highly competitive environment subject to rapid
      technological change and emergence of new technology. Although management
      believes its services are transferable to emerging technologies, rapid changes
      in technology could have an adverse financial impact on the Company. In
      addition, a total of 51% of the Company’s revenue in their wireless data segment
      for the three months ended March 31, 2006 was earned through commissions derived
      from a master dealer agreement with T-Mobile.





The
      Company has incurred significant operating losses since its inception and,
      as of
      March 31, 2006, has an accumulated deficit of $274,325. During the three months
      ended March 31, 2006, the Company incurred a net loss of $1,078 and used $637
      of
      cash to fund operating activities. As of March 31, 2006, the Company had $4,281
      in cash and cash equivalents.





Results
      for the interim period are not necessarily indicative of results that may be
      expected for the entire year or for any other interim period. Certain
      reclassifications have been made to the previously filed March 31, 2005
      financial statements in order to confirm them to the current presentation.
      Such
      reclassifications had no effect on the Company’s reported net loss.





**Note
      2 - Significant Accounting Policies:**




*Recent
      Accounting Pronouncements*





In
      November 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
      151, "Inventory Costs - An Amendment of ARB No. 43, Chapter 4" ("SFAS 151").
      SFAS 151 amends the guidance in ARB No. 43, Chapter 4 to clarify the accounting
      for abnormal amounts of idle facility expense, freight, handling costs, and
      wasted material (spoilage). The provisions of SFAS 151 are effective for
      inventory costs incurred during fiscal years beginning after June 15, 2005.
      The
      adoption of SFAS 151 did not have a material effect on the Company's financial
      condition or results of operations.




In
      December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets -
      an
      amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends APB Opinion
      29 to
      eliminate the similar productive asset exception and establishes that exchanges
      of productive assets should be accounted for at fair value, rather than at
      carryover basis unless (1) neither the asset received nor the asset surrendered
      has a fair value that is determinable within reasonable limits, (2) the
      transaction is an exchange transaction to facilitate sales to customers, or
      (3)
      the transaction lacks commercial substance. A nonmonetary exchange has
      commercial substance if the future cash flows of the entity are expected to
      change significantly as a result of the exchange. The provisions of SFAS 153
      are
      effective for nonmonetary exchanges occurring in fiscal periods beginning after
      June 15, 2005. The adoption of SFAS 153 did not have a material effect on the
      Company's financial condition or results of operations.




-5-


In
      December 2004, the FASB issued SFAS 123R, "Share-Based Payment". SFAS 123R
      establishes that employee services received in exchange for share-based payment
      result in a cost that should be recognized in the income statement as an expense
      when the services are consumed by the enterprise. It further establishes that
      those expenses be measured at fair value determined as of the grant date. The
      provisions of SFAS 123R become effective as of the beginning of the first annual
      reporting period that begins after June 15, 2005. Furthermore, the Office of
      the
      Chief Accountant (OCA) of the Securities and Exchange Commission issued Staff
      Accounting Bulletin 107 to provide clarification of the OCA’s interpretation of
      SFAS 123R as it applies to share based compensation arrangements for both
      employees and non employees. The Company has evaluated the effect of the
      adoption of SFAS 123R and has concluded that its adoption did not have a
      material affect on the Company's financial condition and results of operations
      (see Note 5).







**Note
      3 - Earnings Per Share:**




The
      Company computes net loss per share under the provisions of SFAS No. 128,
      "Earnings per Share" (SFAS 128), and SEC Staff Accounting Bulletin No. 98 (SAB
      98).




Under
      the
      provisions of SFAS 128 and SAB 98, basic loss per share is computed by dividing
      the Company’s net loss for the period by the weighted-average number of shares
      of common stock outstanding during the period. Diluted net loss per share
      excludes potential common shares if the effect is anti-dilutive. Diluted loss
      per share is determined in the same manner as basic loss per share except that
      the number of shares is increased assuming exercise of dilutive stock options
      and warrants using the treasury stock method. As the Company had a net loss,
      the
      impact of the assumed exercise of the stock options and warrants is
      anti-dilutive and as such, these amounts have been excluded from the calculation
      of diluted loss per share. For the three months ended March 31, 2006 and 2005,
      181,428 and 173,707 of common stock equivalent shares, respectively, were
      excluded from the computation of diluted net loss per share,
      respectively.




**Note
      4 - Goodwill:**




The
      Company follows SFAS No. 142, "Goodwill and Other Intangible Assets". Under
      SFAS
      No. 142, goodwill and other intangible assets with indefinite lives are no
      longer amortized but are reviewed for impairment annually or more frequently
      if
      impairment indicators arise. The Company’s goodwill is contained in its Wynd
      reporting unit, which is included in the wireless data solutions segment. The
      Company believes there are no such impairment indicators relative to this
      reporting unit at March 31, 2006.




**Note
      5 - Stock-based Compensation:**




The
      Company has a stock-based compensation program that provides our Board of
      Directors broad discretion in creating employee equity incentives. This program
      includes incentive and non-statutory stock options and nonvested stock awards
      (also known as restricted stock) granted under various plans, the majority
      of
      which are stockholder approved. As of March 31, 2006, the Company had
      approximately 455,443 shares of common stock reserved for future issuance under
      our stock option plans, stock purchase plans and restricted stock
      plans.




Effective
      January 1, 2006, the Company adopted the provisions of SFAS 123R, requiring
      us
      to recognize expense related to the fair value of our stock-based compensation
      awards. The Company elected to use the modified prospective transition method
      as
      permitted by SFAS 123R and, therefore, we have not restated our financial
      results for prior periods. Under this transition method, stock-based
      compensation expense for the three months ended March 31, 2006 includes
      compensation expense for all stock-based compensation awards granted prior
      to,
      but not yet vested as of December 31, 2005, based on the grant date fair value
      estimated in accordance with the original provisions of SFAS 123. The Company
      did not issue any new stock options during the three month period ended March
      31, 2006. The Company recognizes compensation expense for stock option awards
      on
      a straight-line basis over the requisite service period of the award. The
      Company’s adoption of SFAS 123R had no effect on the Company’s basic and diluted
      loss per share for the three months ended March 31, 2006.





The
      following table sets forth the total stock-based compensation expense resulting
      from stock options and nonvested restricted stock awards included in the
      Company’s condensed consolidated statements of operations:




Three
                Months EndedMarch
                31, 2006Selling,
                general and administrative
            
            $
            107Stock-based
                compensation expense before income taxes
            
            
            107Income
                tax benefit
            
            
            --Total
                stock-based compensation expense after income taxes
            
            $
            107








-6-


Prior
      to
      the adoption of SFAS 123R, the Company applied SFAS No. 123, amended by SFAS
      No.
      148, “Accounting for Stock-Based Compensation - Transition and Disclosure” (SFAS
      148), which allowed companies to apply the existing accounting rules under
      APB
      25 and related Interpretations. In general, as the exercise price of options
      granted under these plans was equal to the market price of the underlying common
      stock on the grant date, no stock-based employee compensation cost was
      recognized in our net income (loss). As required by SFAS 148 prior to the
      adoption of SFAS 123R, the Company provided pro forma net income (loss) and
      pro
      forma net income (loss) per common share disclosures for stock-based awards,
      as
      if the fair-value-based method defined in SFAS 123 had been
      applied.





The
      following table illustrates the effect on net loss after tax and net loss per
      common share as if the Comapnay had applied the fair value recognition
      provisions of SFAS 123 to stock-based compensation during the three-month period
      ended March 31, 2005:








March
                31, 2005Net
                loss, as reported
            
            $
            (1,008
            )Deduct:
                Stock-based employee compensation expense included in reported net
                loss
            
            
            --Add:
                Total stock-based employee compensation expense determined under
                fair
                value based method for all awards
            
            
            (413
            )Pro
                forma net loss
            
            $
            (1,421
            )Loss
                per share - basic, as reported
            
            $
            (0.48
            )Loss
                per share - diluted, as reported
            
            $
            (0.48
            )Pro
                forma loss per share - basic
            
            $
            (0.68
            )Pro
                forma loss per share - diluted
            
            $
            (0.68
            )






Prior
      to
      the adoption of SFAS 123R, the Company’s Board of Directors approved the
      acceleration of vesting of certain unvested and “out-of-money” stock options
      with exercise prices equal to or greater than $4.19 per share previously awarded
      to our employees, including our executive officers and directors, under our
      equity compensation plans. The acceleration of vesting was effective for stock
      options outstanding as of December 29, 2005.
      Options to purchase approximately 31,518 shares of common stock or 86% of our
      outstanding unvested options were subject to the acceleration. The weighted
      average exercise price of the options that were accelerated was $19.93. The
      Company believes that because the options that were accelerated had exercise
      prices in excess of the current market value of our common stock, the options
      had limited economic value and were not fully achieving their original objective
      of incentive compensation and employee retention.





Stock
      option activity for the three months ended March 31, 2006, is as follows:





Number
                of Options
            
            Weighted-Average
                Exercise Price
            
            Weighted-Average
              Remaining
              Contractual
                Life
            
            Aggregate
              Intrinsic
                ValueOutstanding
                at January 1, 2006
            
            
            97,108
            
            $
            72.59Granted
            
            
            --
            
            
            --Exercised
            
            
            --
            
            
            --Cancelled
            
            
            --
            
            
            --Outstanding
                at March 31, 2006
            
            
            97,108
            
            $
            72.59
            
            
            4.51
            
            $
            10Exercisable
                at March 31, 2006
            
            
            92,108
            
            $
            76.41
            
            
            4.77
            
            $
            5








The
      aggregate intrinsic value in the table above represents the total pretax
      intrinsic value (i.e., the difference between the Company’s closing stock price
      on the last trading day of our first quarter of 2006 and the exercise price,
      times the number of shares) that would have been received by the option holders
      had all option holders exercised their in the money options on March 31, 2006.
      This amount changes based on the fair market value of the Company’s stock.




-7-


As
      of
      March 31, 2006, approximately $5 of total unrecognized compensation cost related
      to stock options is expected to be recognized over a weighted-average period
      of
      2.8 years.




The
      following table summarizes the Company’s nonvested restricted stock activity for
      the three months ended March 31, 2006:





Number
                of Shares
            
            Weighted
                Average Grant Date Fair ValueNon
                vested stock at December 31, 2005
            
            
            245,000
            
            $
            5.24Granted
            
            
            --
            
            
            --Vested
            
            
            --
            
            
            --Forfeited
            
            
            --
            
            
            --Non
                vested stock at March 31, 2006
            
            
            245,000
            
            $
            5.24








As
      part
      of the adoption of SFAS 123R, effective January 1, 2006, the Company eliminated
      $1,230 of deferred employee compensation against paid in capital. As of March
      31, 2006, $1,123 of total unrecognized compensation costs is expected to be
      recognized over a period of 2.6 years. The Company recognized $107 of expense
      related to the amortization of these restricted stock awards during the three
      months ended March 31, 2006.




**Note
      6 - Contingencies:**




On
      September 22, 2004, Boundless Depot, LLC ("Boundless Depot") and Scott Johnson,
      one of two Boundless Depot shareholders, sued GoAmerica and Wynd Communications
      in the Superior Court of the State of California for the County of Los Angeles,
      claiming damages of $1,000 for GoAmerica's refusal to pay Boundless Depot
      unattained contingent consideration, comprised of cash and/or GoAmerica Common
      Stock, with respect to the Asset Purchase Agreement dated as of February 8,
      2003
      (the "Deafwireless Agreement"), pursuant to which GoAmerica and Wynd
      Communications acquired certain Deafwireless assets. The total value of such
      contingent consideration, if all contingencies had been fully met and amounts
      paid immediately thereupon, would not have exceeded $211; however, the Company
      does not believe any of the contingent consideration is owed to Boundless Depot
      or either of its shareholders since conditions of the Deafwireless Agreement
      were not met and we incurred costs for which we are entitled to receive
      reimbursement from Boundless Depot or offset against any amounts that may become
      payable to Boundless Depot. Upon petition by GoAmerica and Wynd Communications,
      the Court has ordered this matter into arbitration, which process is now
      pending. The Company intends to defend this action vigorously and may elect
      to
      pursue counterclaims.





In
      the
      first quarter of 2006, the Company reclassified $300 of restricted cash as
      of
      December 31, 2005 to operating cash to reflect an arrangement between the
      Company and one of its carrier providers which allowed for the elimination
      of
      the required letter of credit and related supporting cash account.





**Note
      7 - Business Segment Information:**





The
      Company has two reportable business segments: Wireless Data Solutions and
      Prepaid Services. The operating results of these business segments are
      distinguishable and regularly reviewed by the Company’s executive officers. The
      Company evaluates the performance of its business segments based primarily
      on
      operating income (loss). All overhead is allocated to the business segments,
      except for certain specific corporate costs, such as corporate management
      compensation, corporate legal, accounting and governance costs and certain
      insurance and facilities costs. Operating results presented for the business
      segments of the Company are as follows:





**Wireless
                Data**
            
            **Prepaid****Solutions**
            
            **Services**
            
            **Corporate**
            
            **Total****Three
                Months Ended March 31, 2006:**Revenue
            
            $
            1,636
            
            $
            1,105
            
            $
            --
            
            $
            2,741Operating
                profit (loss)
            
            $
            40
            
            $
            (119
            )
            $
            (625
            )
            $
            (704
            )**Three
                Months Ended March 31, 2005:**Revenue
            
            $
            1,072
            
            $
            956
            
            $
            --
            
            $
            2,028Operating
                loss
            
            $
            (504
            )
            $
            (141
            )
            $
            (401
            )
            $
            (1,046
            )




-8-




**Note
      8 - Termination of Hands On Merger Agreement:**





On
      May 2,
      2005, the Company entered into a short term loan agreement with Hands On Video
      Relay Services, Inc., a Delaware corporation, and Hands On Sign Language
      Services, Inc., a California corporation (collectively, "Hands On”). Pursuant to
      that agreement, all amounts that the Company advanced to Hands On are secured,
      initially, by the assets acquired with such funds with interest at a defined
      prime rate. If Hands On breaches any material provision of any definitive
      agreement, the balance of principal and accrued interest becomes immediately
      due
      and payable and Hands On will grant the Company a broader security interest
      in
      substantially all of Hands On's assets until amounts due under the loan
      agreement are paid. As of March 31, 2006, the Company had advanced approximately
      $569, excluding interest, to Hands On under the loan agreement.





On
      March
      1, 2006, the Company announced its receipt of a letter from Hands On, dated
      March 1, 2006, in which Hands On purportedly terminated the merger agreement
      among the parties. Subsequent discussions between the parties did not provide
      a
      basis to pursue the merger. Hands On stockholders had approved the proposed
      merger with GoAmerica at special Hands On stockholder meetings held on February
      22, 2006. A Special Meeting of GoAmerica Stockholders relating to the Company’s
      proposed merger with Hands On was scheduled for March 13, 2006, adjourned from
      February 27, 2006 in order to allow GoAmerica to achieve a quorum with respect
      to the Special Meeting. As of March 6, 2006, the Company had achieved a quorum
      and received votes overwhelmingly in favor of the Hands On merger. On March
      7,
      2006, the Company announced its cancellation of its Special Meeting of
      Stockholders and its determination not to pursue its proposed merger with Hands
      On.





The
      details of this loan receivable as of March 31, 2006 and December 31, 2005
      are
      as follows:





**March
                31,**
              **2006**
            
            **December 31,**
              **2005**(Unaudited)Current
                portion, included in prepaid expenses and other current
                assets
            
            $
            324
            
            $
            --Long
                term portion, included in other assets
            
            
            265
            
            
            531.Total
            
            $
            589
            
            $
            531





The
      Company recorded $9 of interest income on these advances during the three months
      ended March 31, 2006. Accrued interest receivable totaled $20 as of March 31,
      2006. As a result of the termination of the merger agreement, repayment
      obligations will begin June 1, 2006 and are scheduled to continue through
      February 2008. The Company believes this receivable to be fully collectible
      and
      therefore has not provided an allowance for doubtful collections as of March
      31,
      2006.





At
      December 31, 2005, the Company had incurred approximately $280 of merger related
      costs which was capitalized as an other asset. During the period from January
      1,
      2006 through March 7, 2006, the Company capitalized an additional $139 of merger
      related costs. As a result of the terminated merger, the Company wrote off
      this
      total of $419 of merger related expenses during the three months ended March
      31,
      2006 and such write off is included in other income (expense),
      net.


-9-








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




General




GoAmerica(R)
      is a communications service provider, offering solutions primarily for consumers
      who are deaf, hard of hearing and/or speech-impaired, including
      telecommunications relay services, wireless subscription services, Internet
      relay services and wireless devices and accessories. Our i711.com (TM)telecommunications relay service, which was launched in 2005 and which uses
      Nordia, Inc.’s technologyplatform
      and relay operators (also referred to as Communication Assistants or “CA’s”) to
      facilitate calls,enables
      people who are deaf or hard of hearing to call and “converse” with hearing
      parties by using a computer, wireless handheld device or similar unit, through
      an operator that interprets text to voice and vice versa. Throughout 2005,
      we
      provided a wireless version of relay services under a license to Sprint-Nextel,
      which was marketed under a Sprint brand. During the first quarter of 2006,
      we
      began offering our own branded wireless relay service and terminated our license
      with Sprint-Nextel. Our
      wireless subscription services consist of WyndTell (R) and Wireless Toolkit
      (TM), previously known as WyndPower(TM), which assist our deaf or hard of
      hearing customers in communicating from most major metropolitan areas in the
      continental United States and parts of Canada. WyndTell and Wireless
      Toolkit allow customers to send and receive email messages to and from any
      email service, provide for delivery and acknowledgements of sent messages that
      are read, send and receive TTY/TDD (text telephone or teletypewriter) messages,
      faxes, and text-to-speech messages, and access the Internet using such wireless
      computing devices as Research in Motion, or RIM, wireless handheld devices,
      certain Motorola paging devices and the T-Mobile Sidekick, Fido hiptop, and
      SunCom hiptop devices running on Danger Inc.'s hiptop
      platform. GoAmerica continues to offer wireless data products and services to the consumer
      and enterprise markets as well as support customers who use our proprietary
      software technology called Go.Web Ô .
      GoWeb
      is designed for use mainly by enterprise customers to enable secure wireless
      access to corporate data and the Internet primarily from RIM Blackberry wireless
      handhel devices.  Additionally, we offer telecommunication services in the
      form of domestic and international prepaid calling cards, as a Company
      branded GA Prepaid (TM) card or as a private label for distributors of prepaid
      calling cards. We are obligated to provide usage service utilizing our own
      infrastructure until the obligation to provide the service is either completed
      or the card expires.





Our
      wireless data solutions revenues are derived principally from subscriptions
      to
      our value-added wireless data services, for which customers typically pay
      monthly recurring fees. We derive additional wireless data solutions revenue
      from the sale of wireless communications devices. Additionally,
      the Company derives other revenues from commissions received through the
      acquisition of subscribers on behalf of various network providers with which
      we
      do not have reseller agreements.




Critical
      Accounting Policies and Estimates




Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      discusses our condensed consolidated financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires management
      to make estimates and judgments that affect the reported amounts of assets,
      liabilities, revenues and expenses, and the related disclosure of contingent
      assets and liabilities. On an on-going basis, management evaluates its estimates
      and judgments, including those related to revenue recognition, allowance for
      doubtful accounts, inventory valuation and recoverability of our intangible
      assets. Management bases its estimates and judgments on historical experience
      and on various other factors that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying values of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions.




-10-







Management
      believes the following critical accounting policies, among others, affect its
      more significant judgments and estimates used in the preparation of its
      consolidated financial statements. Historically, we have derived our revenue
      primarily from the sale of basic and value-added wireless data services and
      the
      sale of related mobile devices. Subscriber revenue consists primarily of monthly
      charges for access and usage and is recognized as the services are provided.
      Equipment revenue is recognized upon shipment to the end user. Revenue
      from relay services is recognized as revenue when services are provided or
      earned, primarily from a third party administrator. Revenue from commissions
      is
      recognized upon activation of subscribers on behalf of third party wireless
      network providers. Revenue from sale of prepaid calling cards is deferred upon
      sale of the cards. These deferred revenues are recognized as earned when usage
      of the cards occurs and/or administrative fees are imposed. We estimate the
      collectibility of our trade receivables. A considerable amount of judgment
      is
      required in assessing the ultimate realization of these receivables, including
      analysis of historical collection rates and the current credit-worthiness of
      significant customers. Significant changes in required reserves have been
      recorded in recent periods and may occur in the future due to the current market
      conditions. We write down inventory for estimated excess or obsolete inventory
      equal to the difference between the cost of inventory and the estimated market
      value based upon assumptions about future demand and market conditions. If
      actual market conditions are less favorable than those projected by management,
      additional inventory write-downs may be required. In assessing the
      recoverability of our goodwill, other intangibles and other long-lived assets,
      we must make assumptions regarding estimated future cash flows. If such
      assumptions change in the future, we may be required to record impairment
      charges for these assets not previously recorded.




**Results
      of Operations**




The
      following table sets forth, for the three months ended March 31, 2006 and 2005,
      the percentage relationship to net revenues of certain items included in the
      Company’s unaudited consolidated statements of operations.




**Three
                Months Ended March 31,****(In
                thousands)**
            
            **2006**
            
            **2005**$
            
            %
            
            $
            
            %**Revenues:**Subscriber
            
            $
            290
            
            
            10.6
            
            $
            787
            
            
            38.9Prepaid
                services
            
            
            1,105
            
            
            40.3
            
            
            891
            
            
            44.0Relay
                services
            
            
            467
            
            
            17.0
            
            
            159
            
            
            7.8Commissions
            
            
            827
            
            
            30.2
            
            
            3
            
            
            0.1Equipment
            
            
            50
            
            
            1.8
            
            
            102
            
            
            5.0Other
            
            
            2
            
            
            0.1
            
            
            86
            
            
            4.22,741
            
            
            100.0
            
            
            2,028
            
            
            100.0**Costs
                and expenses:**Cost
                of subscriber airtime
            
            
            139
            
            
            5.1
            
            
            285
            
            
            14.1Cost
                of equipment revenue
            
            
            80
            
            
            2.9
            
            
            105
            
            
            5.2Cost
                of network operations
            
            
            33
            
            
            1.2
            
            
            94
            
            
            4.6Cost
                of relay services
            
            
            45
            
            
            1.6
            
            
            --
            
            
            --Cost
                of prepaid services
            
            
            1,116
            
            
            40.7
            
            
            830
            
            
            40.9Sales
                and marketing
            
            
            542
            
            
            19.8
            
            
            111
            
            
            5.5General
                and administrative
            
            
            1,189
            
            
            43.4
            
            
            1,244
            
            
            61.3Research
                and development
            
            
            133
            
            
            4.9
            
            
            54
            
            
            2.7Depreciation
                and amortization
            
            
            168
            
            
            6.1
            
            
            130
            
            
            6.4Amortization
                of other intangibles
            
            
            --
            
            
            --
            
            
            221
            
            
            10.93,445
            
            
            125.7
            
            
            3,074
            
            
            151.6Loss
                from operations
            
            
            (704
            )
            
            (25.7
            )
            
            (1,046
            )
            
            (51.6
            )**Other
                income (expense):**Terminated
                merger costs
            
            
            (419
            )
            
            (15.2
            )
            
            --
            
            
            --Interest
                income (expense), net
            
            
            45
            
            
            1.6
            
            
            38
            
            
            1.9Total
                other income (expense), net
            
            
            (374
            )
            
            (13.6
            )
            
            38
            
            
            1.9Net
                loss
            
            $
            (1,078
            )
            
            (39.3
            )
            $
            (1,008
            )
            
            (49.7
            )





-11-





The
      following table sets forth the period over period percentage increases or
      decreases of certain items included in the Company's unaudited consolidated
      statements of operations.




**Three
                Months Ended March 31,****(In
                thousands)**
            
            
            
            **Change****2006**
            
            **2005**
            
            $
            
            %**Revenues:**Subscriber
            
            $
            290
            
            $
            787
            
            $
            (497
            )
            
            (63.2
            )Prepaid
                services
            
            
            1,105
            
            
            891
            
            
            214
            
            
            24.0Relay
                services
            
            
            467
            
            
            159
            
            
            308
            
            
            193.7Commissions
            
            
            827
            
            
            3
            
            
            824
            
            
            27466.7Equipment
            
            
            50
            
            
            102
            
            
            (52
            )
            
            (51.0
            )Other
            
            
            2
            
            
            86
            
            
            (84
            )
            
            (97.7
            )2,741
            
            
            2,028
            
            
            713
            
            
            35.2**Costs
                and expenses:**Cost
                of subscriber airtime
            
            
            139
            
            
            285
            
            
            (146
            )
            
            (51.2
            )Cost
                of equipment revenue
            
            
            80
            
            
            105
            
            
            (25
            )
            
            (23.8
            )Cost
                of network operations
            
            
            33
            
            
            94
            
            
            (61
            )
            
            (64.9
            )Cost
                of relay services
            
            
            45
            
            
            --
            
            
            45
            
            
            --Cost
                of prepaid services
            
            
            1,116
            
            
            830
            
            
            286
            
            
            34.5Sales
                and marketing, net
            
            
            542
            
            
            111
            
            
            431
            
            
            388.3General
                and administrative
            
            
            1,189
            
            
            1,244
            
            
            (55
            )
            
            (4.4
            )Research
                and development
            
            
            133
            
            
            54
            
            
            79
            
            
            146.3Depreciation
                and amortization
            
            
            168
            
            
            130
            
            
            38
            
            
            29.2Amortization
                of other intangibles
            
            
            --
            
            
            221
            
            
            (221
            )
            
            --3,445
            
            
            3,074
            
            
            371
            
            
            12.1Loss
                from operations
            
            
            (704
            )
            
            (1,046
            )
            
            342
            
            
            (32.7
            )**Other
                income (expense):**Terminated
                merger costs
            
            
            (419
            )
            
            --
            
            
            (419
            )
            
            --Interest
                income (expense), net
            
            
            45
            
            
            38
            
            
            7
            
            
            18.4Total
                other income (expense), net
            
            
            (374
            )
            
            38
            
            
            (412
            )
            
            (1084.2
            )Net
                loss
            
            $
            (1,078
            )
            $
            (1,008
            )
            $
            (70
            )
            
            6.9







***Three
      months ended March 31, 2006 Compared to Three months ended March 31,
      2005***




** ***Consolidated***







*Subscriber
      revenue.* Subscriber
      revenue decreased 63%, to $290,000 for the three months ended March 31, 2006
      from $787,000 for the three months ended March 31, 2005. This decrease was
      primarily due to declines in our Wynd full service offering subscriber base,
      as
      well as our Go.Web customers and was partially offset by increased subscribers
      to our value added Wireless Toolkit service. We expect the number of our
      subscribers to continue to decline due to additional deactivations in our Go.Web
      subscriber base.




*Prepaid
      services revenue.* Prepaid
      services revenue increased 24%, to $1.1 million for the three months ended
      March
      31, 2006 from $891,000 for the three months ended March 31, 2005.This increase
      was primarily due to the expansion of our distribution network.




*Relay
      services revenue.* Relay
      services revenue increased 194%, to $467,000 for the three months ended March
      31, 2006 from $159,000 for the three months ended March 31, 2005. This increase
      was primarily due to increased usage of our i711.com ’ telecommunications relay service which was launched in March 2005. We expect
      relay services revenue to increase as we expand our user base and increase
      the
      number of wireless handheld devices on which our own branded wireless relay
      service is available.




*Commission
      revenue.* We
      began earning commissions during 2005 from our acquisition of subscribers on
      behalf of various wireless network providers and recognized $827,000 of
      commission revenue for the three months ended March 31, 2006 compared to $3,000
      for the three months ended March 31, 2005. We expect commission revenue to
      increase slightly as we continue to acquire subscribers on behalf of various
      wireless network providers.




*Equipment
      revenue.* Equipment
      revenue decreased to $50,000 for the three months ended March 31, 2006 from
      $102,000 **** for
      the
      three months ended March 31, 2005. This decrease was primarily due to lower
      sales of our ClearMobile prepaid phone product line. We expect equipment revenue
      to increase as we continue to provide devices to new subscribers of our Wynd
      services and from our sales of equipment to subscribers on behalf of various
      wireless network providers.




-12-


*Other
      revenue.* Other
      revenue decreased to $2,000 for the three months ended March 31, 2006 from
      $86,000 for the three months ended March 31, 2005. This decrease was primarily
      due to reduced consulting services. We expect other revenue to remain relatively
      constant as we do not intend to increase consulting projects and consulting
      services to third parties in the near future.




*Cost
      of subscriber airtime.* Cost
      of subscriber airtime decreased 51%, to $139,000 for the three months ended
      March 31, 2006 from $285,000 for the three months ended March 31, 2005. This
      decrease was primarily due to the decrease in our subscriber base described
      above. We expect the number of our subscribers to continue to decline due to
      additional deactivations in our Go.Web subscriber base.





*Cost
      of prepaid services revenue.* Cost
      of prepaid services revenue increased 35%, to $1.1 million for the three months
      ended March 31, 2006 from $830,000 for the three months ended March 31, 2005.
      This increase was primarily due to the expansion of our distribution network
      resulting in increased usage of our prepaid calling cards.





*Cost
      of network operations.* Cost
      of network operations decreased to $33,000 for the three months ended March
      31,
      2006 from $94,000 for the three months ended March 31, 2005 due to decreased
      salaries and benefits for personnel performing network operations activities
      and
      decreased facility costs. We expect our cost of network operations to decline
      as
      a percentage of revenue during 2006.




*Cost
      of equipment revenue.* Cost
      of equipment revenue decreased 24%, to $80,000 for the three months ended March
      31, 2006 from $105,000 **** for
      the
      three months ended March 31, 2005. This decrease was primarily due to lower
      equipment pricing of mobile devices. We expect cost of equipment revenue to
      increase as we continue to provide devices to new subscribers of our Wynd
      services and from the cost of equipment provided to subscribers on behalf of
      various wireless network providers.




*Sales
      and marketing.* Sales
      and marketing expenses increased to $542,000 **** for
      the
      three months ended March 31, 2006 from $111,000 **** for
      the
      three months ended March 31, 2005. This increase primarily was due to our
      introduction of new products and services to the consumer marketplace as well
      as
      increased payments to third parties as compensation for marketing these
      products. We expect sales and marketing expenses to increase as a percentage
      of
      sales during 2006 as we continue to introduce new products and services to
      the
      consumer marketplace.




*General
      and administrative.* General
      and administrative expenses decreased 4%, to $1,189,000 **** for
      the
      three months ended March 31, 2006 from $1,244,000 **** for
      the
      three months ended March 31, 2005. This decrease was primarily due to decreased
      salaries and benefits for personnel performing general corporate activities
      and
      decreased facility costs and was partially offset by an increase of
      approximately $107,000 in stock-based compensation. We expect general and
      administrative  expenses
      to decline as a percentage of revenue during 2006. **




*Research
      and development* .
      Research and development expense increased to $133,000 for the three months
      ended March 31, 2006 from $54,000 for the three months ended March 31, 2005.
      This increase was primarily due to increased salaries and benefits for personnel
      performing research and development activities. We expect research and
      development expenses to remain constant as we utilize internal resources to
      develop and maintain our WyndTell and relay technologies rather than using
      outside consultants.




*Amortization
      of other intangibles.* The
      Company had recorded amortization of other intangibles of $221,000 for the
      three
      months ended March 31, 2005. The assets were fully amortized as of December
      31,
      2005.




*Terminated
      merger costs.* The
      Company recorded terminated merger costs of $419,000 for the three months ended
      March 31, 2006 in connection with the termination of the merger agreement with
      Hands On.




*Interest
      income (expense), net* .
      Interest income increased to $45,000 for the three months ended March 31, 2006
      from $38,000 for the three months ended March 31, 2005.




***Wireless
      Data Solutions Segment***





*Subscriber
      revenue.* Subscriber
      revenue decreased 63%, to $290,000 for the three months ended March 31, 2006
      from $787,000 for the three months ended March 31, 2005. This decrease was
      primarily due to declines in our Wynd full service offering subscriber base,
      as
      well as our Go.Web customers and was partially offset by increased subscribers
      to our value added Wireless Toolkit service. We expect the number of
      our subscribers to continue to decline due to additional deactivations in our
      Go.Web subscriber base.




*Relay
      services revenue.* Relay
      services revenue increased 194%, to $467,000 for the three months ended March
      31, 2006 from $159,000 for the three months ended March 31, 2005. This increase
      was primarily due to increased usage of our i711.comTM telecommunications
      relay service which was launched in March 2005. We expect relay services revenue
      to increase as we expand our user base and increase the number of wireless
      handheld devices on which our own branded wireless relay service is
      available.




-13-


*Commission
      revenue.* We
      began earning commissions during 2005 from our acquisition of subscribers on
      behalf of various wireless network providers and recognized $827,000 of
      commission revenue for the three months ended March 31, 2006 compared to $3,000
      for the three months ended March 31, 2005. We expect commission revenue to
      increase slightly as we continue to acquire subscribers on behalf of various
      wireless network providers.




*Equipment
      revenue.* Equipment
      revenue increased to $50,000 for the three months ended March 31, 2006 from
      $38,000 **** for
      the
      three months ended March 31, 2005. This increase was primarily due to higher
      sales of mobile devices. We expect equipment revenue to increase as we continue
      to provide devices to new subscribers of our Wynd services and from our sales
      of
      equipment to subscribers on behalf of various wireless network
      providers.




*Other
      revenue.* Other
      revenue decreased to $2,000 for the three months ended March 31, 2006 from
      $86,000 for the three months ended March 31, 2005. This decrease was primarily
      due to reduced consulting services. We expect other revenue to remain relatively
      constant as we do not intend to increase consulting projects and consulting
      services to third parties in the near future.




*Cost
      of subscriber airtime.* Cost
      of subscriber airtime decreased 51%, to $139,000 for the three months ended
      March 31, 2006 from $285,000 for the three months ended March 31, 2005. This
      decrease was primarily due to the decrease in our subscriber base described
      above. We expect the number of our subscribers to continue to decline due to
      additional deactivations in our Go.Web subscriber base.





*Cost
      of network operations.* Cost
      of network operations decreased to $26,000 for the three months ended March
      31,
      2006 from $94,000 for the three months ended March 31, 2005 due to decreased
      salaries and benefits for personnel performing network operations activities
      and
      decreased facility costs. We expect our cost of network operations to decline
      as
      a percentage of revenue during 2006.




*Cost
      of equipment revenue.* Cost
      of equipment revenue increased to $80,000 for the three months ended March
      31,
      2006 from $51,000 **** for
      the
      three months ended March 31, 2005. This increase was primarily due to higher
      sales of mobile devices and was partially offset by a decrease in pricing of
      mobile devices. We expect cost of equipment revenue to increase as we continue
      to provide devices to new subscribers of our Wynd services and from the cost
      of
      equipment provided to subscribers on behalf of various wireless network
      providers.




*Sales
      and marketing.* Sales
      and marketing expenses increased to $542,000 **** for
      the
      three months ended March 31, 2006 from $111,000 **** for
      the
      three months ended March 31, 2005. This increase primarily was due to our
      introduction of new products and services to the consumer marketplace as well
      as
      increased payments to third parties as compensation for marketing these
      products. We expect sales and marketing expenses to increase as a percentage
      of
      sales during 2006 as we continue to introduce new products and services to
      the
      consumer marketplace.




*General
      and administrative.* General
      and administrative expenses decreased to $487,000 **** for
      the
      three months ended March 31, 2006 from $654,000 **** for
      the
      three months ended March 31, 2005. This decrease was primarily due to decreased
      salaries and benefits for personnel performing general corporate activities
      and
      decreased facility costs. We expect general and administrative  expenses
      to decline as a percentage of revenue during 2006. **




*Research
      and development* .
      Research and development expense increased to $133,000 for the three months
      ended March 31, 2006 from $54,000 for the three months ended March 31, 2005.
      This increase primarily was due to increased salaries and benefits for personnel
      performing research and development activities. We expect research and
      development expenses to remain constant as we utilize internal resources to
      develop and maintain our WyndTell and Relay technologies rather than using
      outside consultants.




*Amortization
      of other intangibles.* The
      Company had recorded amortization of other intangibles of $221,000 for the
      three
      months ended March 31, 2005. The assets were fully amortized as of December
      31,
      2005.




*Interest
      income (expense), net* .
      Interest income increased to $45,000 for the three months ended March 31, 2006
      from $38,000 for the three months ended March 31, 2005.




-14-







***Prepaid
      Services Segment***





*Prepaid
      services revenue.* Prepaid
      services revenue increased 24%, to $1.1 million for the three months ended
      March
      31, 2006 from $891,000 for the three months ended March 31, 2005. This increase
      was primarily due to the expansion of our distribution network.




*Equipment
      revenue.* We
      recognized $64,000 of equipment revenue from ClearMobile, our prepaid phone
      product line for the three months ended March 31, 2005. This segment had no
      equipment sales during the first quarter of 2006.




*Cost
      of prepaid services revenue.* Cost
      of prepaid services revenue increased 35%, to $1.1 million for the three months
      ended March 31, 2006 from $830,000 for the three months ended March 31, 2005.
      This increase was primarily due to the expansion of our distribution network
      resulting in increased usage of our prepaid calling cards.





*Cost
      of network operations.* Cost
      of network operations related to our prepaid calling cards decreased to $7,000
      for the three months ended March 31, 2006 from $22,000 for the three months
      ended March 31, 2005.





*Cost
      of equipment revenue.* Cost
      of equipment revenue was $54,000 for the three months ended March 31, 2005.
      This
      segment had no equipment sales during the first quarter of 2006.





*General
      and administrative.* General
      and administrative expenses decreased to $77,000 for the three months ended
      March 31, 2006 from $189,000 for the three months ended March 31, 2005. This
      decrease was primarily due to decreased professional services fees. We expect
      general and administrative  expenses
      to decline as a percentage of revenue during 2006.




***Corporate
      Segment***





*General
      and administrative.* General
      and administrative expenses increased to $625,000 **** for
      the
      three months ended March 31, 2006 from $401,000 **** for
      the
      three months ended March 31, 2005. This increase was primarily due to increased
      salaries and benefits for personnel performing general corporate activities,
      including $107,000 in stock-based compensation and increased professional
      services fees. We expect general and administrative  expenses
      to decline as a percentage of revenue during 2006.




*Terminated
      merger costs.* The
      Company recorded terminated merger costs of $419,000 for the three months ended
      March 31, 2006.




**Liquidity
      and Capital Resources**




Since
      our
      inception, we financed our operations through a public offering and private
      placements of our equity securities. We have incurred significant operating
      losses since our inception and as of March 31, 2006 have an accumulated deficit
      of $274.3 million. During the three months ended March 31, 2006, we incurred
      a
      net loss of $1.1 million, used $637,000 of cash to fund operating activities
      and
      overall experienced a decline of $523,000 in our cash and cash equivalents.
      We
      currently anticipate that our available cash resources will be sufficient to
      fund our operating needs for at least the next 12 months. At this time, we
      do
      not have any bank credit facility or other working capital credit line under
      which we may borrow funds for working capital or other general corporate
      purposes.




Net
      cash
      used in operating activities amounted to $637,000 for the three months
      ended March 31, 2006 principally reflecting our net loss.




We
      provided $129,000 in cash from investing activities during the three months
      ended March 31, 2006, which primarily resulted from the reduction of cash
      utilized to support a letter of credit in favor of Velocita which is no longer
      required. This was partially offset by additional funds related to terminated
      merger costs and advances to Hands On.




Net
      cash
      used in financing activities was $15,000 for the three months ended March 31,
      2006, which resulted from payments made on capital lease
      obligations.




As
      of
      March 31, 2006, our principal commitments consisted of obligations outstanding
      under operating leases. As of March 31, 2006, future minimum payments for
      non-cancelable operating leases having terms in excess of one year amounted
      to
      $425,000, of which approximately $284,000 **** is
      payable in the next twelve months.




-15-


The
      following table summarizes GoAmerica’s contractual obligations at March 31,
      2006, and the effect such obligations are expected to have on its liquidity
      and
      cash flow in future periods.




March
                31, 2006 (In thousands)
            
            Total
            
            Less
                than 1 Year
            
            1-3
                Years
            
            4-5
                Years
            
            After
                5 YearsContractual
                Obligations:Capital
                Lease Obligations
            
            $
            29
            
            $
            13
            
            $
            16
            
            $
            --
            
            $
            --Operating
                Lease
              Obligation
            
            
            425
            
            
            284
            
            
            141
            
            
            --
            
            
            --Total
            
            $
            454
            
            $
            297
            
            $
            157
            
            $
            --
            
            $
            --






**Forward
      Looking Statements**




The
      statements contained in this Quarterly Report on Form 10-Q that are not
      historical facts are forward-looking statements (within the meaning of Section
      21E of the Securities Exchange Act of 1934, as amended). Such forward-looking
      statements may be identified by the use of forward-looking terminology such
      as
      "may", "will", "expect", "estimate", "anticipate", "continue", or similar terms,
      variations of such terms or the negative of those terms. Such forward-looking
      statements involve risks and uncertainties, including, but not limited to: (i)
      our
      limited operating history; (ii) our ability to respond to the rapid
      technological change of the wireless data industry and offer new services;
      (iii)
      our dependence on wireless carrier networks; (iv) our ability to respond to
      increased competition in the wireless data industry; (v) our ability to
      integrate acquired businesses and technologies; (vi) our ability to generate
      revenue growth; (vii) our ability to increase or maintain gross margins,
      profitability, liquidity and capital resources; (viii) difficulties inherent
      in
      predicting the outcome of regulatory processes; and (ix) our limited experience
      in offering prepaid calling cards .
      Many of
      such risks and others are more fully described in our Annual Report on Form
      10-K
      for the year ended December 31, 2005. Our actual results could differ materially
      from the results expressed in, or implied by, such forward-looking
      statements *.*




**Recent
      Accounting Pronouncements**




In
      November 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
      151, "Inventory Costs - An Amendment of ARB No. 43, Chapter 4" ("SFAS 151").
      SFAS 151 amends the guidance in ARB No. 43, Chapter 4 to clarify the accounting
      for abnormal amounts of idle facility expense, freight, handling costs, and
      wasted material (spoilage). The provisions of SFAS 151 are effective for
      inventory costs incurred during fiscal years beginning after June 15, 2005.
      The
      adoption of SFAS 151 did not have a material effect on our financial condition
      or results of operations.




In
      December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets -
      an
      amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends APB Opinion
      29 to
      eliminate the similar productive asset exception and establishes that exchanges
      of productive assets should be accounted for at fair value, rather than at
      carryover basis unless (1) neither the asset received nor the asset surrendered
      has a fair value that is determinable within reasonable limits, (2) the
      transaction is an exchange transaction to facilitate sales to customers, or
      (3)
      the transaction lacks commercial substance. A nonmonetary exchange has
      commercial substance if the future cash flows of the entity are expected to
      change significantly as a result of the exchange. The provisions of SFAS 153
      are
      effective for nonmonetary exchanges occurring in fiscal periods beginning after
      June 15, 2005. The adoption of SFAS 153 did not have a material effect on our
      financial condition or results of operations.




In
      December 2004, the FASB issued SFAS 123R, "Share-Based Payment". SFAS 123R
      establishes that employee services received in exchange for share-based payment
      result in a cost that should be recognized in the income statement as an expense
      when the services are consumed by the enterprise. It further establishes that
      those expenses be measured at fair value determined as of the grant date. The
      provisions of SFAS 123R become effective as of the beginning of the first annual
      reporting period that begins after June 15, 2005. Furthermore, the Office of
      the
      Chief Accountant (OCA) of the Securities and Exchange Commission issued Staff
      Accounting Bulletin 107 to provide clarification of the OCA’s interpretation of
      SFAS 123R as it applies to share based compensation arrangements for both
      employees and non employees. The Company has evaluated the effect of the
      adoption of SFAS 123R and have concluded that its adoption did not have a
      material affect on our financial condition and results of
      operations.




-16-




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk**




We
      believe that we have limited exposure to financial market risks, including
      changes in interest rates. At March 31, 2006, all of our available excess funds
      are cash or cash equivalents. The value of our cash and cash equivalents is
      not
      materially affected by changes in interest rates. A hypothetical change in
      interest rates of 1.0% would result in an annual change in our net loss of
      approximately $43,000 based on cash and cash equivalent balances at March 31,
      2006. We currently hold no derivative instruments and do not earn foreign-source
      income.




**Item
      4.**  **Controls
      and Procedures**







*Evaluation
      of disclosure controls and procedures.*





As
      of the
      end of the Company's most recently completed fiscal quarter (the registrant's
      fourth fiscal quarter in the case of an annual report) covered by this report,
      the Company carried out an evaluation, with the participation of the Company's
      management, including the Company's Chief Executive Officer and Chief Financial
      Officer, of the effectiveness of the Company's disclosure controls and
      procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that
      evaluation, the Company's Chief Executive Officer and Chief Financial Officer
      concluded that the Company's disclosure controls and procedures are effective
      in
      ensuring that information required to be disclosed by the Company in the reports
      that it files or submits under the Securities Exchange Act is recorded,
      processed, summarized and reported, within the time periods specified in the
      SEC's rules and forms.








*Changes
      in internal controls.*





There
      have been no changes in the Company's internal controls over financial reporting
      that occurred during the Company's last fiscal quarter to which this report
      relates that have materially affected, or are reasonably likely to materially
      affect, the Company's internal control over financial reporting.


-17-


**PART
      II. OTHER INFORMATION**




**Item
      1.**  **Legal
      Proceedings.**




On
      September 22, 2004, Boundless Depot, LLC ("Boundless Depot") and Scott Johnson,
      one of two Boundless Depot shareholders, sued GoAmerica and Wynd Communications
      in the Superior Court of the State of California for the County of Los Angeles,
      claiming damages of one million dollars for GoAmerica's refusal to pay Boundless
      Depot unattained contingent consideration, comprising cash and/or GoAmerica
      Common Stock, with respect to the Asset Purchase Agreement dated as of February
      8, 2003 (the "Deafwireless Agreement"), pursuant to which GoAmerica and Wynd
      Communications acquired certain Deafwireless assets. The total value of such
      contingent consideration, if all contingencies had been fully met and amounts
      paid immediately thereupon, would not have exceeded $211,000; however, the
      Company does not believe any of the contingent consideration is owed to
      Boundless Depot or either of its shareholders since conditions of the
      Deafwireless Agreement were not met and the Company incurred costs for which
      it
      is entitled to receive reimbursement from Boundless Depot or offset against
      any
      amounts that may become payable to Boundless Depot. Upon petition by GoAmerica
      and Wynd Communications, the Court has ordered this matter into arbitration,
      which process is now pending. The Company intends to defend this action
      vigorously and may elect to pursue counterclaims.





**Item
      6. Exhibits.**








31.1
      Certification of the Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





31.2
      Certification of the Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





32.1
      Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section
      1350,
      adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





32.2
      Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section
      1350,
      adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







-18-


**SIGNATURES**




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




GOAMERICA,
              INC.Date: May
              11,
              2006
            By:
            /s/ Daniel
              R.
              LuisDaniel
              R. LuisChief
                Executive Officer
              (Principal Executive
                Officer) Date: May
              11,
              2006
            By:
            /s/ Donald
              G.
              BarnhartDonald
              G. BarnhartChief
                Financial Officer
              (Principal Financial and Accounting
                Officer)







-19-