UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION                                Washington, DC 20549

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FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF                         THE SECURITIES EXCHANGE ACT OF
1934

For the quarterly
period ended September 30, 2007                             Commission File No. 0-29359

GoAmerica, Inc.

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(Exact Name of Registrant as Specified in Its Charter)


``

|Delaware
      (State or Other Jurisdiction of  
      Incorporation or Organization) | 22-3693371
      (I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------- | -----------------------------------------------------

|433 Hackensack Avenue, Hackensack, New Jersey | 07601     
|--------------------------------------------- | ----------
|                                             
|(Address of Principal Executive Offices)      | (Zip Code)

(201) 996-1717

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(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: |_|

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 Filer |_| | Accelerated Filer    |_| | 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:   |_|             No:     |X|

Indicate
the number of shares outstanding of each of the Registrants classes of common stock, as
October 31, 2007:

|Class                        | Number of Shares
|---------------------------- | ----------------
|Common Stock, $.01 par value | 2,462,605       

| |  | 
| |  | 

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GOAMERICA, INC.

TABLE OF CONTENTS

|                              |         |                                                                                                                   |  | Page
|----------------------------- | ------- | ----------------------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION |         | 1                                                                                                                
|                              | Item 1. | Financial
  Statements (September
   30, 2007 and 2006
  are unaudited)                                           |  | 1   
|                              |         | Condensed
  Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006                            |  | 2   
|                              |         | Condensed
  Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006 |  | 3   
|                              |         | Condensed
  Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006           |  | 4   
|                              |         | Notes to
  Condensed Consolidated Financial Statements                                                            |  | 5   
|                              | Item 2. | Managements
  Discussion and Analysis of Financial Condition and Results of Operations                           |  |     
|                              |         | General                                                                                                           |  | 13  
|                              |         | Critical
  Accounting Policies and Estimates                                                                      |  | 13  
|                              |         | Results of
  Operations                                                                                           |  | 14  
|                              |         | Liquidity
  and Capital Resources                                                                                 |  | 18  
|                              | Item 3. | Quantitative
  and Qualitative Disclosures About Market Risk                                                      |  | 19  
|                              | Item 4. | Controls
  and Procedures                                                                                         |  | 20  
|PART II. OTHER
  INFORMATION  |         |                                                                                                                  
|                              | Item 1. | Legal
  Proceedings                                                                                               |  | 21  
|                              | Item 6. | Exhibits                                                                                                          |  | 21  
|SIGNATURES                    |         | 22                                                                                                               

| | -i- | 
| | --- | 

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PART I. FINANCIAL
INFORMATION

Item 1. Financial
Statements

| | -1- | 
| | --- | 

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GOAMERICA, INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS

(In thousands,
except share and per share data)

|                                                                           | September 30, 
2007 | December 31, 
2006
|-------------------------------------------------------------------------- | ------------------- | ------------------
|
|(Unaudited)                                                               
|Assets                                                                     |                     |                   
|Current assets:                                                           
|Cash and cash equivalents                                                  | $                   | 3,082             
|Accounts receivable, net                                                   |                     | 1,865             
|Other receivable, net                                                      |                     | 20                
|Merchandise inventories, net                                               |                     | 284               
|Other current assets                                                       |                     | 162               
|                                                                           |                     |                   
|Total current assets                                                       |                     | 5,413             
|                                                                           |                     |                   
|Property, equipment and leasehold improvements, net                        |                     | 863               
|Goodwill, net                                                              |                     | 6,000             
|Deferred acquisition costs                                                 |                     | 3,571             
|Deferred financing costs                                                   |                     | 1,162             
|Other assets                                                               |                     | 239               
|                                                                           |                     |                   
|                                                                           | $                   | 17,248            
|                                                                           |                     |                   
|Liabilities and stockholders equity                                      
|Current liabilities:                                                      
|Accounts payable                                                           | $                   | 967               
|Accrued expenses                                                           |                     | 2,631             
|Accrued preferred dividends                                                |                     | 20                
|Deferred revenue                                                           |                     | 98                
|Loan payable, net of discount of $35 and $0, respectively                  |                     | 2,719             
|Other current liabilities                                                  |                     | 87                
|                                                                           |                     |                   
|Total current liabilities                                                  |                     | 6,522             
|                                                                           |                     |                   
|Other long term liabilities                                                |                     | 68                
|                                                                          
|Commitments and contingencies                                             
|                                                                          
|Stockholders equity:                                                     
|Convertible Preferred stock,  $.01 par value, authorized: 4,351,943 shares
|in 2007 and 2006; issued and outstanding: 290,135 in 2007 and none in     
|2006; $1,500 liquidation preference                                        |                     | 3                 
|Common stock,  $.01 par value, authorized: 200,000,000 shares in          
|2007 and 2006; issued: 2,486,668 in 2007 and 2006                          |                     | 25                
|Additional paid-in capital                                                 |                     | 288,455           
|Accumulated deficit                                                        |                     | (277,639          
|Treasury stock, at cost, 24,063 shares in 2007 and 2006                    |                     | (186              
|                                                                           |                     |                   
|Total stockholders equity                                                 |                     | 10,658            
|                                                                           |                     |                   
|                                                                           | $                   | 17,248            
|                                                                           |                     |                   

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

| | -2- | 
| | --- | 

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GOAMERICA, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS                   (In thousands, except share and
per share data)                                     (Unaudited)

|                                               | Three Months Ended September 30, | Nine Months Ended September 30,
|---------------------------------------------- | -------------------------------- | -------------------------------
|
|Revenues:                                      |                                  |                                
|Relay services                                 |                                  | $                              
|Subscriber                                     |                                  |                                
|Commissions                                    |                                  |                                
|Equipment                                      |                                  |                                
|Other                                          |                                  |                                
|                                               |                                  |                                
|                                               |                                  |                                
|Costs and expenses:                            |                                 
|Cost of relay services                         |                                  |                                
|Cost of subscriber airtime                     |                                  |                                
|Cost of equipment revenue                      |                                  |                                
|Cost of network operations                     |                                  |                                
|Sales and marketing                            |                                  |                                
|General and administrative                     |                                  |                                
|Research and development                       |                                  |                                
|Depreciation and amortization                  |                                  |                                
|                                               |                                  |                                
|                                               |                                  |                                
|                                               |                                  |                                
|Loss from operations                           |                                  |                                
|                                               |                                 
|Other income (expense):                        |                                 
|Settlement losses                              |                                  |                                
|Terminated merger costs                        |                                  |                                
|Interest income (expense), net                 |                                  |                                
|                                               |                                  |                                
|Total other income (expense), net              |                                  |                                
|                                               |                                  |                                
|Loss from continuing operations                |                                  |                                
|                                               |                                  |                                
|Loss from discontinued operations              |                                  |                                
|                                               |                                  |                                
|Net loss                                       |                                  |                                
|Preferred dividends                            |                                  |                                
|                                               |                                  |                                
|Net loss applicable to common stockholders     |                                  | $                              
|                                               |                                  |                                
|Loss per share-Basic and Diluted:              |                                 
|Loss from continuing operations                |                                  | $                              
|Loss from discontinued operations              |                                  |                                
|                                               |                                  |                                
|Basic and Diluted net loss per share           |                                  | $                              
|                                               |                                  |                                
|Weighted average shares used in computation of |                                 
|basic and diluted  net loss per share          |                                  |                                

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

| | -3- | 
| | --- | 

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GOAMERICA, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS                                   (In thousands) 
                                   (Unaudited)

|                                                                              | Nine Months Ended September 30,
|----------------------------------------------------------------------------- | -------------------------------
|
|Operating activities                                                          |                                
|Net loss                                                                      | $                              
|Adjustments to reconcile net loss to net cash used in operating              
|activities:                                                                  
|Depreciation and amortization of fixed assets                                 |                                
|Settlement losses                                                             |                                
|Provision for losses on accounts receivable                                   |                                
|Non cash employee compensation                                                |                                
|Write off of capitalized terminated merger costs                              |                                
|Changes in operating assets and liabilities:                                 
|Increase in accounts receivable                                               |                                
|Decrease in other receivables                                                 |                                
|Decrease (increase) in merchandise inventories                                |                                
|Decrease (increase)  in other current assets                                  |                                
|Increase in accounts payable                                                  |                                
|Increase in accrued expenses and other liabilities                            |                                
|Decrease in deferred revenue                                                  |                                
|                                                                              |                                
|Net cash used in operating activities                                         |                                
|                                                                             
|Investing activities                                                         
|Change in other assets and restricted cash                                    |                                
|Deferred acquisition costs                                                    |                                
|Purchase of property, equipment and leasehold improvements                    |                                
|                                                                              |                                
|Net cash used in investing activities                                         |                                
|                                                                             
|Financing activities                                                         
|Proceeds from sale of preferred stock                                         |                                
|Proceeds from the issuance of debt                                            |                                
|Payments made on capital lease obligations                                    |                                
|                                                                              |                                
|Net cash provided by (used in) financing activities                           |                                
|                                                                              |                                
|Net decrease in cash and cash equivalents                                     |                                
|Cash and cash equivalents at beginning of period                              |                                
|                                                                              |                                
|Cash and cash equivalents at end of period                                    | $                              
|                                                                              |                                
|Supplemental Disclosure of Cash Flow Information:                            
|                                                                              |                                
|Cash paid for Interest                                                        | $                              
|                                                                             
|Supplemental Disclosure of Non-Cash Investing and Financing  Activities:     
|                                                                              |                                
|Acquisition of equipment through capital leases                               | $                              
|Deferred financing costs withheld from proceeds from the sale of              | $                              
|preferred stock                                                              
|Deferred financing costs withheld from proceeds from the issuance of          | $                              
|debt                                                                         
|Deferred acquisition costs withheld from proceeds from the sale of            | $                              
|preferred stock                                                              
|Deferred acquisition costs withheld from proceeds from the issuance of        | $                              
|debt                                                                         
|Cost associated with  sale of preferred stock withheld from proceeds          | $                              
|Cost associated with issuance of debt withheld from proceeds from the sale of | $                              
|preferred stock                                                              
|Accrued preferred stock dividend                                              | $                              
|Interest Paid in Kind                                                         | $                              

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

| | -4- | 
| | --- | 

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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 of America
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 September 30, 2007 and the results of its
operations and its cash flows for the three and nine month periods ended September 30,
2007 and 2006. 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, 2006.

On
September 1, 2006, the Company entered into an agreement to sell GoAmerica Marketing,
Inc. dba GA Prepaid (GA Prepaid), its prepaid calling card division, effective August
31, 2006, at which time the Company ceased offering prepaid calling cards. The sale
closed on October 2, 2006. (see note 10)

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, as of September 30, 2007, the Company had
71% of its accounts receivable with the National Exchange Carriers Association (NECA).
For the three and nine months ended September 30, 2007, the Company generated 89% and
88%, respectively, of its total revenue with NECA.

The
Company has incurred significant operating losses since its inception and, as of
September 30, 2007, has an accumulated deficit of $277,619. During the nine months ended
September 30, 2007, the Company incurred a net loss of $2,412 and used $200 of cash to
fund operating activities. As of September 30, 2007, the Company had $3,082 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.

Note 2 - Significant
Accounting Policies:

Revenue Recognition-Relay Services

The
Company derives revenue from relay services which is recognized as revenue when services
are provided or earned.

In
June 2006, the Federal Communications Commission certified the Company as an Internet
Protocol Relay and Video Relay Service Provider. As a result, the Company became eligible
to be compensated directly from the Interstate Telecommunications Relay Services Fund for
reimbursement of its i711.comTM  minutes and began recognizing the full revenue from
these minutes along with a related cost of revenue for the costs associated with these
minutes, which is provided by Nordia, Inc. Previously, the Company relied on Nordia to
obtain the reimbursement amounts on the Companys behalf. This previous practice resulted
in the Company recording only a portion of the total revenue from the service provided as
the Company was not the primary obligor.

The
Company derives subscriber revenue from the provision of wireless communication services.
Subscriber revenue consists of monthly charges for access and usage and is recognized as
the service is provided. Equipment revenue is recognized upon shipment and transfer of
title to the end user. Revenue from commissions is recognized upon activation of
subscribers on behalf of third party wireless network providers.

| | -5- | 
| | --- | 

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Recent Accounting Pronouncements

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157).
SFAS 157 defines fair value, establishes a framework for measuring fair value in
accordance with accounting principles generally accepted in the United States, and
expands disclosures about fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007, with
earlier application encouraged. Any amounts recognized upon adoption as a cumulative
effect adjustment will be recorded to the opening balance of retained earnings in the
year of adoption. Management is currently assessing the impact of this statement on its
results of operations or financial condition.

In
February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for
Financial Assets and Liabilities to permit all entities to choose to elect to measure
eligible financial instruments and certain other items at fair value. The decision
whether to elect the fair value option may occur for each eligible item either on a
specified election date or according to a preexisting policy for specified types of
eligible items. However, that decision must also take place on a date on which criteria
under SFAS 159 occurs. Finally, the decision to elect the fair value option shall be made
on an instrument-by-instrument basis, except in certain circumstances. An entity shall
report unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. SFAS No. 159 applies to fiscal
years beginning after November 15, 2007, with early adoption permitted for an entity that
has also elected to apply the provisions of SFAS No. 157, Fair Value Measurements. The
Company has not yet determined the impact of this statement on its results of operations
or financial condition.

Note 3 - Series A
Convertible Preferred Stock:

On
August 2, 2007, the Company sold 290,135 shares of Series A Convertible Preferred Stock (Series A
Convertible Preferred Stock) to Clearlake Capital Group (Clearlake) at a purchase price of $5.17 per
share resulting in net proceeds of approximately $1,460,000. The shares of Series A
Convertible Preferred Stock will accrue cumulative cash dividends at a rate of 8% per annum,
compounded quarterly from the date of issuance. Payment of dividends on the Series A
Convertible Preferred Stock will be paid in preference to any dividend on common stock.

The
Series A Convertible Preferred Stock, plus all accrued and unpaid dividends, has a liquidation value
of $5.17 per share and is convertible into shares of Common Stock at a conversion price
of $5.17, subject to adjustment for stock splits, stock dividends and issuances of
additional shares of common stock for no consideration or for consideration that is less
than the conversion price that is then in effect.

Note 4 - Credit
Agreement:

On
August 1, 2007, the Company entered into a Credit Agreement, (the Credit Agreement),
with Clearlake as administrative agent and collateral agent, pursuant to which the
Company received a $1,000,000 bridge loan, which was increased by another $1,750,000 on
September 14, 2007. Interest on the loan is payable on the first business day following
the end of each month, at the LIBOR  rate of 5.75%, plus 8%. Interest is payable in cash, except
that a portion of the interest equal to 4% is payable in kind in the form of additional
loans. The loan is secured by substantially all of the assets of the Company  and its
principal subsidiaries and the stock of such principal subsidiaries. The credit
agreements contain customary operating and financial covenants, including restrictions on
the Companys ability to pay dividends to its common stockholders, make investments,
undertake affiliate transactions, and incur additional indebtedness, in addition to
financial compliance requirements. The loan will be repaid upon the closing of the
Verizon transaction described in note 11, and in any event not later than August 2, 2008.

Subsequent
to September 30, 2007, the Company received an additional $750,000 bringing the total
borrowed under the Credit Agreement to $3,500,000.

| | -6- | 
| | --- | 

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Note 5 - Earnings
(Loss) 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 nine months ended September 30, 2007 and
2006, 682,645 and 426,428 of common stock equivalent shares, respectively, were excluded
from the computation of diluted net loss per share, respectively.

|                            | Three months ended September 30, | Nine months ended September 30,
|--------------------------- | -------------------------------- | -------------------------------
|2007                        | 2006                             | 2007                           
|Options                     |                                  |                                
|Warrants                    |                                  |                                
|Preferred stock             |                                  |                                
|Non-vested restricted stock |                                  |                                
|                            |                                  |                                
|Total                       |                                  |                                
|                            |                                  |                                

Note 6 - 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. The Company  believes there are no such impairment  indicators  relative
to this reporting unit at September 30, 2007.

Note 7 - 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 non-vested stock awards (also known as restricted stock)
granted under various plans, the majority of which are stockholder approved. As of
September 30, 2007, the Company had 272,478 shares of common stock reserved for future
issuance under our equity compensation plan and stock purchase plan.

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 nine months ended
September 30, 2007 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 nine month period ended September 30,
2007. 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 and nine months ended September 30, 2007.

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

|                                                                  | Three months ended  
      September 30, | Nine months ended  
      September 30,
|----------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------
|2007                                                              | 2006                                     | 2007                                   
|Selling, general and administrative                               | $                                        | 186                                    
|                                                                  |                                          |                                        
|Stock-based compensation expense  
      before income taxes      |                                          | 186                                    
|Income tax benefit                                                |                                          |                                       
|                                                                  |                                          |                                        
|Total stock-based compensation expense  
      after income taxes | $                                        | 186                                    
|                                                                  |                                          |                                        

| | -7- | 
| | --- | 

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Prior
to the adoption of SFAS 123R, the Companys Board of Directors approved the acceleration
of vesting of certain unvested and out-of-the-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 nine months ended September 30, 2007, is as follows:

|                                  | Number of 
Options | Weighted-Average 
Exercise Price | Weighted-Average 
Remaining 
Contractual Life | Aggregate 
      Intrinsic Value
|--------------------------------- | ------------------ | -------------------------------- | --------------------------------------------- | --------------------------------
|Outstanding at January 1, 2007    |                    | 83,191                           |                                               |                                 
|Granted                           |                    |                                 |                                               |                                 
|Exercised                         |                    |                                 |                                               |                                 
|Cancelled                         |                    |                                 |                                               |                                 
|                                  |                    |                                  |                                               |                                 
|Outstanding at September 30, 2007 |                    | 83,191                           |                                               | $                               
|                                  |                    |                                  |                                               |                                 
|Exercisable at September 30, 2007 |                    | 79,858                           |                                               | $                               
|                                  |                    |                                  |                                               |                                 

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 third quarter of 2007 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 September 30, 2007. This amount changes based on the fair market
value of the Companys stock.

As
of September 30, 2007, approximately $4 of total unrecognized compensation cost related
to stock options is expected to be recognized over a weighted-average period of two years.

The
following table summarizes the Companys nonvested restricted stock activity for the nine
months ended September 30, 2007:

|                                       | Number of 
      Shares | Weighted 
Average 
Grant Date 
Fair Value
|-------------------------------------- | ----------------------- | -----------------------------------------
|Non vested stock at December 31, 2006  |                         |                                          
|Granted                                |                         |                                          
|Vested                                 |                         |                                          
|Forfeited                              |                         |                                          
|                                       |                         |                                          
|Non vested stock at September 30, 2007 |                         |                                          
|                                       |                         |                                          
|                                       |                         |                                          

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 September 30,
2007, $704 of total unrecognized compensation costs related to non-vested stock is
expected to be recognized over the remaining service period of two years. The Company
recognized $569 and $213 of expense related to the amortization of these restricted stock
awards during the nine months ended September 30, 2007 and 2006, respectively.

| | -8- | 
| | --- | 

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Note 8 - 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 one
million dollars 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 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.

Note 9 - Settlement of
Hands On Litigation:

On
May 2, 2005, the Company entered into a loan agreement with Hands On Video Relay
Services, Inc., a Delaware corporation, and Hands On Sign Language Services, Inc., a
California corporation (collectively, the Hands On Entities). Pursuant to that
agreement, all amounts that the Company advanced to Hands On were secured, initially, by
the assets acquired with such funds with interest at a defined prime rate. On July 6,
2005, the Company entered into a merger agreement with the Hands On Entities and their
principal shareholders (collectively, Hands On).

On
March 1, 2006, the Company announced its receipt of a letter from Hands On 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. As a result of the merger agreement
termination, Hands Ons repayment obligations under the loan agreement began July 1,
2006. After the Company received all such payments due through September 30, 2006, Hands
On ceased making payments due leaving an outstanding receivable of $562 at December 31,
2006.

Hands
On had indicated that it did not intend to make any more payments to the Company under
the existing terms of the loan agreement and that Hands On was attempting to restructure
its debts and raise new capital. In December 2006, the Company commenced litigation
against Hands On, seeking recovery of its loan receivable.

In
April 2007, the Company executed a settlement agreement and mutual release related to its
litigation with Hands On in exchange for an immediate $400 cash payment, termination of
litigation, mutual release of all loan- and merger-related claims (asserted and
otherwise), and other consideration and recorded a settlement loss of $162.

As
a result of the terminated merger, the Company wrote off a total of $431 of merger
related expenses during the nine months ended September 30, 2006 and such write off is
included in other income (expense), net.

On
September 12, 2007, the Company entered into a definitive merger agreement with Hands On
Video Relay Services, Inc. (Hands On). (see note 11)

| | -9- | 
| | --- | 

---

Note 10 - Discontinued
Operations:

On
September 1, 2006, the Company entered into an agreement to sell GoAmerica Marketing,
Inc., dba GA Prepaid (GA Prepaid), its prepaid calling card division, effective August
31, 2006. The sale closed on October 2, 2006 and the Company recognized a gain on sale of
$6. The Company received total consideration of $131 which consisted of the purchase
price of $75 and working capital reimbursements totaling $56. The Company was paid $20 at
closing and $111 was payable under a guaranteed promissory note payable in five monthly
installments beginning on October 31, 2006.

Total
revenues related to the discontinued operations were $894 and $3,644 for the three and
nine months ended September 30, 2006, respectively.

Note 11 - Acquisitions:

On
August 2, 2007, the Company announced the execution of a definitive agreement under which
it will acquire the assets of Verizons Telecommunications Relay Services (TRS) division
for $50 million in cash and up to an additional $8 million in contingent cash
consideration. The transaction will be financed through $35 million of committed equity
financing and $30 million of committed senior debt financing, funded in each case by
Clearlake. Concurrently with the execution of the Verizon definitive agreement, Clearlake:

| | n |  | Purchased
 290,135 shares of the Companys  newly created Series A convertible preferred stock at a price of
$5.17 per           share (see Note 3);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | n |  | Provided
 the Company  $1.0  million  pursuant  to a bridge loan  commitment  that was  increased
 to $3.5           million (see Note 4);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

| | n |  | Agreed
to purchase an additional 6,479,691 shares of Series A           convertible  preferred stock at a
price of $5.17 per share, subject to certain           conditions, upon consummation of
the Verizon transaction; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n |  | Provided
the Company with a commitment letter for $30 million of           senior debt financing
to be raised for the closing of the Verizon           transaction. The loan, which will
close upon the closing of the           Verizon transaction and mature in five years,
will bear interest at           the rate of LIBOR plus 7% per annum, payable quarterly in
arrears.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As
a result of the commitments and capital infusion made to date, the Companys Board has
appointed Behdad Eghbali, Partner from Clearlake Capital Group to one new seat on the
Companys Board of Directors.

In
the event the Verizon transaction is not approved $2,036 of deferred acquisition costs
and $498 of deferred financing costs will be recorded as expense in the statement of
operations during the fourth quarter of 2007.

On
September 12, 2007, the Company entered into a definitive merger agreement with Hands On
Video Relay Services, Inc. (Hands On) for $35.0 million in cash and 6.7 million shares of
the Companys common stock. The Hands On merger is conditioned on the consummation of the
above referenced acquisition of Verizons Telecommunications Relay Services division.

The
Hands On transaction will be financed through $5 million of committed equity financing
and $40 million of committed senior debt financing, funded in each case by Clearlake
bringing the total Clearlake commitment to the Company to $110 million in equity and
debt. Concurrently with the execution of the Hands On definitive agreement, but subject
to certain closing conditions, Clearlake:

| | n |  | Agreed
to purchase an additional 967,118 shares of the Companys           Series A preferred
stock at a previously negotiated price of $5.17 per           share; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n |  | Provided
the Company with a commitment letter for $40 million of           senior debt financing
to be raised for the closing of the Hands On           transaction. The loan, which will
close upon the closing of the Hands           On Transaction and mature in five years,
will bear interest at the           rate of LIBOR plus 9% per annum, payable quarterly in
arrears.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
the event the Hands On transaction is not approved $1,535 of deferred acquisition costs
and $664 of deferred financing costs will be recorded as expense in the statement of
operations during the fourth quarter of 2007.

The
issuances of Series A preferred stock, as well as the asset purchase and merger
transactions, are subject to stockholder  and regulatory approval.

| | -10- | 
| | ---- | 

---

Note 12 - Income Taxes:

The
Company adopted the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of
FASB Statement No. 109 (FIN 48), on January 1, 2007. FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in an enterprises financial statements in
accordance with FASB Statement 109, Accounting for Income Taxes, and prescribes a
recognition threshold and measurement process for financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.

Based
on the Companys evaluation, we have concluded that there are no significant uncertain
tax positions requiring recognition in our financial statements or adjustments to our
deferred tax assets and related valuation allowance. The evaluation was performed for the
tax years ended December 31, 2003, 2004, 2005 and 2006, the tax years which remain
subject to examination by major tax jurisdictions as of September 30, 2007.

The
Company may from time to time be assessed interest or penalties by major tax
jurisdictions, although any such assessments historically have been minimal and
immaterial to our financial results. In the event the Company may have received an
assessment for interest and/or penalties, it has been classified in the financial
statements as selling, general and administrative expense.

The
Company had federal and state net operating loss (NOL) carryforwards of approximately
$181,500 and $129,400, respectively. The federal NOL carryforwards expire beginning in
2011 and state NOLs beginning in 2007. The Tax Reform Act of 1986 enacted a complex set
of rules limiting the potential utilization of net operating loss and tax credit
carryforwards in periods following a corporate ownership change. In general, for
federal income tax purposes, an ownership change is deemed to occur if the percentage of
stock of a loss corporation owned (actually, constructively and, in some cases, deemed)
by one or more 5% shareholders has increased by more than 50 percentage points over the
lowest percentage of such stock owned during a three-year testing period. The Company
believes that an ownership change will occur with respect to the transactions described
in note 11. The effect of an ownership change would be the imposition of an annual
limitation on the use of net operating loss carryforwards attributable to periods before
the change. The Company has not performed a detailed analysis to determine the amount of
the potential limitations.

Note 13 - Related
Party Transactions:

The
Company entered into certain financing and equity agreements with Clearlake as a result
of the pending transactions described in note 11. As a result, the Company paid Clearlake
approximately $1,400 of financing fees and expense reimbursements. In addition, the
Company paid Clearlake approximately $12 of interest of which $8 was paid in cash and the
balance paid in kind. The Company also accrued interest of  $22 as of September 30, 2007.

Note 14 - Subsequent
Events:

On
October 17, 2007, the Company received a letter from Nasdaq, dated October 16, 2007
stating that it violated Marketplace Rule 4350(i) in connection with the issuance of
shares of its Series A Preferred Stock in August 2007, because, while the conversion of
the Preferred Stock into Common Stock without shareholder approval was restricted in the
Certificate of Designation, the restriction was only applicable while the Companys
Common Stock was listed on Nasdaq or another exchange. The letter also stated that the
Company had regained compliance with the Rule by forwarding to Nasdaq a copy of an
agreement between the holder of the Series A Preferred Stock and the Company confirming
that such restriction on conversion will remain in place until shareholder approval has
been obtained.

Effective
November 1, 2007, Wayne D. Smith,  Executive Vice President, General Counsel and Secretary,  has resigned from all of his positions with the Company.
Mr. Smith will receive one years severance, continuing medical benefits, and all
restrictions remaining on restricted stock grants of the Companys Common Stock
previously made to him will lapse. Mr. Smith will be entitled to receive a bonus,
relating to 2007, in an amount equal to any bonus that may be paid to any other executive
officer of the Company. If the acquisitions referred to in note 11 are consummated, Mr.
Smith will receive a special transaction bonus recognizing his efforts in the amount of
$50,000. Effective October 9, 2007, Donald G. Barnhart, the Companys Chief Financial
Officer, was appointed Secretary of the Company.

| | -11- | 
| | ---- | 

---

On
October 8, 2007, the Company and Hands On entered into a second side letter to amend the
Hands On merger agreement to (i) provide for Common Liquidation Preference to include
the amount of any consideration received by Hands On for the purchase of Hands On common
stock, including the exercise price received by Hands On in connection with the exercise
of vested options between September 12, 2007, and the business day prior to the closing
of the Hands On merger, (ii) remove the role of the exchange agent in receipt of the
election forms, and (iii) remove the requirement of a guarantee of delivery from a member
of a registered national securities exchange or a commercial bank or trust company.

On
October 11, 2007, the Company and Hands On entered into a third side letter to amend the
Hands On merger agreement to provide that Hands On would have through October 18, 2007,
to deliver to GoAmerica a copy of the written consent to the Hands On merger executed by
each of the Key Hands On Stockholders (as defined).

On
November 6, 2007, the Company and Hands On entered into a fourth side letter to amend the
Hands On merger agreement to confirm the agreement and understanding of the parties that
(A) the forty-five (45) day period referred to in clause (ii) of Section 8.1(b) of the
Hands On merger agreement shall be extended to seventy-two (72) days and (B) such period
shall be deemed to have commenced on October 22, 2007.

On
November 6, 2007, the Companys Board of Directors approved a revised amended and
restated investor rights agreement which will be executed upon the closing of the Hands
On merger. The amended and restated investors rights agreement provides that if any
holder of shares of Series A Convertible Preferred Stock intends to transfer its shares of Series A
Convertible Preferred Stock to anyone besides an affiliate of such holder, Clearlake or its
affiliates, then all of such holders shares of Series A Convertible Preferred Stock would be
required to be converted into common stock prior to such transfer. In addition, if
Clearlake intends to transfer its shares of Series A Convertible Preferred Stock to any non-affiliate
of Clearlake, then all outstanding shares of Series A Convertible Preferred Stock held by all holders
of Series A Convertible Preferred Stock would be required to convert into shares of common stock.

Also
on November 6, 2007, the Companys Board of Directors approved a revised amended and
restated certificate of incorporation to be filed with the Delaware Secretary of State
upon the closing of the Hands On merger. The amended and restated Hands On certificate of
incorporation deletes the provision for automatic conversion of the Series A Convertible Preferred
Stock to common stock upon a transfer by the holder of Series A Convertible  Preferred Stock. Such
transfer and conversion matters are now covered by the amended and restated investor
rights agreement to be executed upon the closing of the Hands On merger, as described
above.

| | -12- | 
| | ---- | 

---

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

General

GoAmerica®
is a communications service provider, offering solutions primarily for consumers who are
deaf, hard of hearing and/or speech impaired, including wireless subscription and value
added services, Internet relay services and wireless devices and accessories. Our
i711.comTM  telecommunications relay service was launched in March 2005 and 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. In addition, during December 2006, we began
offering our i711 Video Relay Service (VRS), the newest member of the i711.comTM  family
of relay services. i711 VRS enables people who are deaf to use sign language to
communicate with hearing people using a Windows computer, a web camera, and a broadband
Internet connection. Wynd Communications Corporation, a wholly owned subsidiary of
GoAmerica, offers wireless subscription services that operate over the T-Mobile wireless
data network and consist primarily of two offerings: 1) the resale of recurring monthly
data-only services for deaf or hard of hearing customers; and 2) our value added services
called Wireless ToolkitTM , which consists of a collection of services, including AAA
Roadside Assistance, TTY/TDD messaging, and access to Insight Cinemas captioned movie
information. We sell wireless devices directly to customers and indirectly through
sub-dealers. We have a dealer agreement with T-Mobile whereby we sell devices and earn a
commission, also called a bounty, upon activation of the device with an associated
service rate plan. GoAmerica continues to support customers who use our proprietary
software technology called Go.WebTM . GoWeb is designed for use mainly by enterprise
customers to enable secure wireless access to corporate data and the Internet on numerous
wireless computing devices. We continue to engineer our technology to operate with new
versions of wireless devices as they emerge.

Critical
Accounting Policies and Estimates

Managements
Discussion and Analysis of Financial Condition and Results of Operations discusses our
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. 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 and note receivable and recoverability of our goodwill
and other 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.

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. Revenue from commissions is recognized upon activation of subscribers on behalf
of third party wireless network providers. We estimate the collectibility of our trade
and note receivables. Significant changes in required reserves have been recorded in
recent periods and may occur in the future due to 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.

| | -13- | 
| | ---- | 

---

Results of Operations

The
following table sets forth, for the three and nine months ended September 30, 2007 and
2006, the percentage relationship to net revenues of certain items included in the
Companys unaudited consolidated statements of operations.

|                                  | Three Months Ended September 30, | Nine Months Ended September 30,
|--------------------------------- | -------------------------------- | -------------------------------
|
|
|Revenues:                         |                                  |                                
|Relay services                    |                                  | $                              
|Subscriber                        |                                  |                                
|Commissions                       |                                  |                                
|Equipment                         |                                  |                                
|Other                             |                                  |                                
|                                  |                                  |                                
|                                  |                                  |                                
|Costs and expenses:               |                                 
|Cost of relay services            |                                  |                                
|Cost of subscriber airtime        |                                  |                                
|Cost of equipment revenue         |                                  |                                
|Cost of network operations        |                                  |                                
|Sales and marketing               |                                  |                                
|General and administrative        |                                  |                                
|Research and development          |                                  |                                
|Depreciation and amortization     |                                  |                                
|                                  |                                  |                                
|                                  |                                  |                                
|                                  |                                  |                                
|Loss from operations              |                                  |                                
|                                  |                                 
|Other income (expense):           |                                 
|Settlement losses                 |                                  |                                
|Terminated merger costs           |                                  |                                
|Interest income (expense), net    |                                  |                                
|                                  |                                  |                                
|Total other income (expense), net |                                  |                                
|                                  |                                  |                                
|Loss from continuing operations   |                                  |                                
|                                  |                                  |                                
|Loss from discontinued operations |                                  |                                
|                                  |                                  |                                
|Net loss                          |                                  | $                              
|                                  |                                  |                                

| | -14- | 
| | ---- | 

---

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 September 30, | Nine Months Ended September 30,
|--------------------------------- | -------------------------------- | -------------------------------
|
|
|
|
|Revenues:                         |                                  |                                
|Relay services                    |                                  | $                              
|Subscriber                        |                                  |                                
|Commissions                       |                                  |                                
|Equipment                         |                                  |                                
|Other                             |                                  |                                
|                                  |                                  |                                
|                                  |                                  |                                
|Costs and expenses:               |                                 
|Cost of relay services            |                                  |                                
|Cost of subscriber airtime        |                                  |                                
|Cost of equipment revenue         |                                  |                                
|Cost of network operations        |                                  |                                
|Sales and marketing               |                                  |                                
|General and administrative        |                                  |                                
|Research and development          |                                  |                                
|Depreciation and amortization     |                                  |                                
|                                  |                                  |                                
|                                  |                                  |                                
|                                  |                                  |                                
|Loss from operations              |                                  |                                
|                                  |                                 
|Other income (expense):           |                                 
|Settlement losses                 |                                  |                                
|Terminated merger costs           |                                  |                                
|Interest income (expense), net    |                                  |                                
|                                  |                                  |                                
|Total other income (expense), net |                                  |                                
|                                  |                                  |                                
|Loss from continuing operations   |                                  |                                
|                                  |                                  |                                
|Loss from discontinued operations |                                  |                                
|                                  |                                  |                                
|Net loss                          |                                  | $                              
|                                  |                                  |                                

Three months ended
September 30, 2007 Compared to Three months ended September 30, 2006

Relay
services revenue. Relay services revenue increased 23%, to $4,293,000 for the three
months ended September 30, 2007 from $3,497,000 for the three months ended September 30,
2006. This increase was primarily due to increased usage of our i711.comTM
telecommunications relay service which was launched in March 2005. In addition, during
December 2006, we began offering our i711®  Video Relay Service (VRS). Video Relay
Service revenue was $403,000 for the three months ended September 30, 2007. We expect
relay services revenue to increase as we expand our user base for both our video and
telecommunication relay services.

Subscriber
revenue. Subscriber revenue decreased 19%, to $267,000 for the three months ended
September 30, 2007 from $328,000 for the three months ended September 30, 2006. This
decrease was primarily due to decreases in our full service offering subscriber base. We
expect subscriber revenue to continue to decline as subscribers to our full service
offerings decline.

Commission
revenue. Commission revenue decreased to $190,000 for the three months ended September
30, 2007 from $559,000 for the three months ended September 30, 2006. This decrease
primarily was due to decreased acquisition of subscribers on behalf of wireless network
providers through our indirect distribution channel. We expect commission revenue to
increase as we expand our indirect distribution channel and, accordingly, increase our
acquisition of subscribers on behalf of various wireless network providers.

Equipment
revenue. Equipment revenue decreased to $83,000 for the three months ended September 30,
2007 from $165,000 for the three months ended September 30, 2006. This decrease was
primarily due to lower 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.

| | -15- | 
| | ---- | 

---

Other
revenue. Other revenue, comprised primarily of consulting fees, increased to $3,000 for
the three months ended September 30, 2007 from $2,000 for the three months ended
September 30, 2006. We expect other revenue to vary slightly as we do not intend to
pursue consulting projects and consulting services to third parties in the near future.

Cost
of relay services revenue. Cost of relay services revenue increased 28%, to $3.0 million
for the three months ended September 30, 2007 from $2.3 million for the three months
ended September 30, 2006. This increase was due to increased third party service fees
related to our i711.comTM  telecommunications relay service and our i711®  Video Relay
Service (VRS). We began offering VRS during December 2006. Cost of Video Relay Service
revenue was $403,000 for the three months ended September 30, 2007. We expect cost of
relay services revenue to increase as we expand our user base for both our video and
telecommunication relay services.

Cost
of subscriber airtime. Cost of subscriber airtime decreased 8%, to $244,000 for the three
months ended September 30, 2007 from $265,000 for the three months ended September 30,
2006. This decrease was primarily due to decreased costs in our text based wireless
services. We expect cost of subscriber airtime to continue to decline as subscribers to
our full service offerings decline.

Cost
of network operations. Cost of network operations increased to $29,000 for the three
months ended September 30, 2007 from $27,000 for the three months ended September 30,
2006 due to increased salaries and benefits for personnel performing network operations
activities. We expect our cost of network operations to remain relatively constant with
current levels.

Cost
of equipment revenue. Cost of equipment revenue decreased 4%, to $171,000 for the three
months ended September 30, 2007 from $178,000 for the three months ended September 30,
2006. This decrease was primarily due to lower sales 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 decreased to $612,000 for the three months
ended September 30, 2007 from $689,000 for the three months ended September 30, 2006.
This decrease primarily was due to decreased payments to third parties as compensation
for marketing our products. We expect sales and marketing expenses to increase as a
percentage of sales as we continue to introduce new products and services to the consumer
marketplace.

General
and administrative. General and administrative expenses increased to $1.5 million for the
three months ended September 30, 2007 from $1.1 million for the three months ended
September 30, 2006. This increase was primarily due to increased salaries and benefits
for personnel performing general corporate activities, including $186,000 in stock-based
compensation. We expect general and administrative expenses to decline as a percentage of
revenue as our revenues incrrease.

Research
and development. Research and development expense increased to $59,000 for the three
months ended September 30, 2007 from $38,000 for the three months ended September 30,
2006. This increase was primarily due to increased salaries and benefits for personnel
performing development activities. We expect research and development expenses to
increase as we continue to develop and maintain our relay technologies.

Interest
income (expense), net. We incurred interest expense of $10,000 for the three months ended
September 30, 2007 compared to interest income of $46,000 for the three months ended
September 30, 2006. This resulted from our incurring interest expense of $34,000 from our
issuance of debt during the three months ended September 30, 2007. Interest income for
the three months ended September 30, 2007 was $24,000.

Discontinued
operations. The Company recorded a loss from discontinued operations of $372,000 for the
three months ended September 30, 2006. This relates to our prepaid calling card division
which was sold in 2006.

Nine months ended
September 30, 2007 Compared to Nine months ended September 30, 2006

Relay
services revenue. Relay services revenue increased 121%, to $11,787,000 for the nine
months ended September 30, 2007 from $5,325,000 for the nine months ended September 30,
2006. This increase was primarily due to our obtaining FCC certification in June 2006,
allowing us to bill directly for service usage as opposed to submitting through a third
party provider as in prior periods, as well as increased usage of our i711.comTM
telecommunications relay service which was launched in March 2005. In addition, during
December 2006, we began offering our i711®  Video Relay Service (VRS). Video Relay
Service revenue was $1,224,000 for the nine months ended September 30, 2007.

Subscriber
revenue. Subscriber revenue decreased to $867,000 for the nine months ended September 30,
2007 from $934,000 for the nine months ended September 30, 2006. This was primarily due
to decreases in our full service offering subscriber base.

| | -16- | 
| | ---- | 

---

Commission
revenue. Commission revenue decreased to $451,000 for the nine months ended September 30,
2007 from $2.0 million for the nine months ended September 30, 2006. This decrease
primarily was due to decreased acquisition of subscribers on behalf of wireless network
providers through our indirect distribution channel.

Equipment
revenue. Equipment revenue increased to $300,000 for the nine months ended September 30,
2007 from $266,000 for the nine months ended September 30, 2006. This increase was
primarily due to higher sales of mobile devices.

Other
revenue. Other revenue increased to $43,000 for the nine months ended September 30, 2007
from $5,000 for the nine months ended September 30, 2006.

Cost
of relay services revenue. Cost of relay services revenue increased 166%, to $8.1 million
for the nine months ended September 30, 2007 from $3.0 million for the nine months ended
September 30, 2006. This increase was due to third party service fees related to our
i711.comTM  telecommunications relay service and our i711®  Video Relay Service (VRS),
primarily as a result of our obtaining FCC certification in June 2006, allowing us to
bill directly for service usage as opposed to submitting through a third party provider,
on a net basis, as in prior periods. In addition, during December 2006, we began offering
our i711®  Video Relay Service (VRS). Cost of Video Relay Service revenue was $792,000
for the nine months ended September 30, 2007.

Cost
of subscriber airtime. Cost of subscriber airtime increased 43%, to $811,000 for the nine
months ended September 30, 2007 from $569,000 for the nine months ended September 30,
2006. This increase was primarily due to increased costs in our text based wireless
services.

Cost
of network operations. Cost of network operations increased to $87,000 for the nine
months ended September 30, 2007 from $81,000 for the nine months ended September 30, 2006
due to increased salaries and benefits for personnel performing network operations
activities.

Cost
of equipment revenue. Cost of equipment revenue increased 30%, to $495,000 for the nine
months ended September 30, 2007 from $380,000 for the nine months ended September 30,
2006. This increase was primarily due to higher sales of mobile devices.

Sales
and marketing. Sales and marketing expenses decreased to $1.6 million for the nine months
ended September 30, 2007 from $1.7 million for the nine months ended September 30, 2006.
This decrease primarily was due to decreased payments to third parties as compensation
for marketing our products.

General
and administrative. General and administrative expenses increased to $4.1 million for the
nine months ended September 30, 2007 from $3.3 million for the nine months ended
September 30, 2006. This increase was primarily due to increased salaries and benefits
for personnel performing general corporate activities, including $569,000 in stock-based
compensation.

Research
and development. Research and development expense increased to $316,000 for the nine
months ended September 30, 2007 from $271,000 for the nine months ended September 30,
2006. This increase was primarily due to increased salaries and benefits for personnel
performing development activities.

Settlement
Loss, net. The Company recorded a settlement loss totaling $162,000 for the nine months
ended September 30, 2007 as a result of its settlement with Hands On.

Terminated
merger costs. The Company recorded terminated merger costs of $431,000 for the nine
months ended September 30, 2006 related to the termination of the Hands On merger.

Interest
income (expense), net. Interest income decreased to $49,000 for the nine months ended
September 30, 2007 from $146,000 for the nine months ended September 30, 2006. This
decrease was partially due to our incurring interest expense of $34,000 from our issuance
of debt during the three months ended September 30, 2007.

Discontinued
operations. The Company recorded a loss from discontinued operations of $571,000 for the
nine months ended September 30, 2006. This relates to our prepaid calling card division
which was sold in 2006.

| | -17- | 
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Liquidity and Capital
Resources

We
have incurred significant operating losses since our inception and as of September 30,
2007 have an accumulated deficit of $277.6 million. During the nine months ended
September 30, 2007, we incurred a net loss of $2.4 million, used $200,000 of cash to fund
operating activities and overall experienced a decline of $788,000 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.

On
August 2, 2007, we announced the execution of a definitive agreement under which we will
acquire the assets of Verizons Telecommunications Relay Services (TRS) division for $50
million in cash and up to an additional $8 million in contingent cash consideration. The
transaction will be financed through $35 million of committed equity financing and $30
million of committed senior debt financing with a five year term, funded in each case by
Clearlake Capital Group.

On
September 12, 2007, we announced entry into a definitive merger agreement with Hands On
Video Relay Services, Inc. (Hands On) for $35.0 million in cash and 6.7 million shares of
our common stock. The Hands On merger is conditioned on the consummation of the above
referenced acquisition of Verizons Telecommunications Relay Services division. The Hands
On transaction will be financed through $5 million of committed equity financing and $40
million of committed senior debt financing with a five year term, funded in each case by
Clearlake bringing the total Clearlake commitment to the Company to $110 million in
equity and debt.

Net
cash used in operating activities amounted to $200,000 for the nine months ended
September 30, 2007, principally reflecting our loss from operations offset by non-cash
depreciation and stock based compensation and increases in accrued expenses.

We
used $1,509,000 in cash from investing activities during the nine months ended September
30, 2007, which primarily resulted from increased other assets from deferred acquisition
costs related to our agreement under which we will acquire the assets of Verizons
Telecommunications Relay Services (TRS) division and the merger with Hands On, as well
as, funds related to purchases of equipment and capitalized costs associated with the
development of our i711.comTM  branded Internet service.

Net
cash provided by financing activities was $921,000 for the nine months ended September
30, 2007, which resulted from the issuance of preferred stock and debt.

As
of September 30, 2007, our principal commitments consisted of obligations outstanding
under operating leases. As of September 30, 2007, future minimum payments for
non-cancelable operating leases having terms in excess of one year amounted to $460,000,
of which approximately $97,000 is payable in the next twelve months.

The
following table summarizes GoAmericas contractual obligations at September 30, 2007, and
the effect such obligations are expected to have on its liquidity and cash flow in future
periods.

|September 30, 2007 (In thousands) | Total | Less than 1 
Year | 1-3 Years | 4-5 Years | After 5 Years
|--------------------------------- | ----- | ----------------- | --------- | --------- | -------------
|Contractual Obligations:          |       |                   |           |           |              
|Capital Lease Obligations         |       |                   | $         | 155       |              
|Operating Lease                   |       |                   |           | 460       |              
|Obligations                       |       |                  
|Loan payable                      |       |                   |           | 2,719     |              
|                                  |       |                   |           |           |              
|Total                             |       |                   | $         | 3,334     |              
|                                  |       |                   |           |           |              

Effective
November 1, 2007, Wayne D. Smith, Executive Vice President, General Counsel and Secretary, has resigned from all of his positions at the
Registrant. Mr. Smith will receive one years severance, continuing medical benefits, and
all restrictions remaining on restricted stock grants of the Companys Common Stock
previously made to him will lapse. Mr. Smith will be entitled to receive a bonus,
relating to 2007, in an amount equal to any bonus that may be paid to any other executive
officer of the Company. If the acquisitions referred to in note 11 are consummated, Mr.
Smith will receive a special transaction bonus recognizing his efforts in the amount of
$50,000. Donald G. Barnhart, the Companys Chief Financial Officer, was appointed
Secretary of the Company on October 9, 2007.

| | -18- | 
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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, including Verizons TRS division and Hands On assuming those
transactions close; (vi) our ability to generate revenue growth; (vii) our ability to
increase or maintain gross margins, profitability, liquidity and capital resources; and
(viii) difficulties inherent in predicting the outcome of regulatory processes. Many of
such risks and others are more fully described in our Annual Report on Form 10-K for the
year ended December 31, 2006. Our actual results could differ materially from the results
expressed in, or implied by, such forward-looking statements.

Recent Accounting
Pronouncements

In
September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a
framework for measuring fair value in accordance with accounting principles generally
accepted in the United States, and expands disclosures about fair value measurements.
SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, with earlier application encouraged. Any amounts recognized upon
adoption as a cumulative effect adjustment will be recorded to the opening balance of
retained earnings in the year of adoption. The Company has not yet determined the impact
of this statement on its results of operations or financial condition.

In
February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for
Financial Assets and Liabilities to permit all entities to choose to elect to measure
eligible financial instruments and certain other items at fair value. The decision
whether to elect the fair value option may occur for each eligible item either on a
specified election date or according to a preexisting policy for specified types of
eligible items. However, that decision must also take place on a date on which criteria
under SFAS 159 occurs. Finally, the decision to elect the fair value option shall be made
on an instrument-by-instrument basis, except in certain circumstances. An entity shall
report unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. SFAS No. 159 applies to fiscal
years beginning after November 15, 2007, with early adoption permitted for an entity that
has also elected to apply the provisions of SFAS No. 157, Fair Value Measurements. We
have not yet determined the impact of this statement on our results of operations or
financial condition.

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 September 30, 2007, 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 $31,000 based on cash and cash
equivalent balances at September 30, 2007. We currently hold no derivative instruments
and do not earn foreign-source income.

| | -19- | 
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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.

| | -20- | 
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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, consisting 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 $211,000; however, we do
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. We intend to defend this action vigorously and may elect to
pursue counterclaims.

On
May 2, 2005, the Company entered into a loan agreement with Hands On Video Relay
Services, Inc., a Delaware corporation, and Hands On Sign Language Services, Inc., a
California corporation (collectively, the Hands On Entities). Pursuant to that
agreement, all amounts that the Company advanced to Hands On were secured, initially, by
the assets acquired with such funds with interest at a defined prime rate. On July 6,
2005, the Company entered into a merger agreement with the Hands On Entities and their
principal shareholders (collectively, Hands On). On March 7, 2006, the Company
announced its determination not to pursue its proposed merger with Hands On. As a result
of the merger agreement termination, Hands Ons repayment obligations under the loan
agreement began July 1, 2006. After the Company received all such payments due through
September 30, 2006, Hands On ceased making payments due. In December 2006, the Company
commenced litigation against Hands On, seeking recovery of approximately $562,000. In
April 2007, the Company executed a settlement agreement and mutual release related to its
litigation with Hands On in exchange for an immediate $400,000 cash payment, termination
of litigation, mutual release of all loan- and merger-related claims (asserted and
otherwise), and other consideration.

Item 6. Exhibits.

| | 10.1 |  | Second
Amendment to Services Agreement Among the Company, Nordia, Inc. and Stellar Nordia
Services LLC.         
        (Portions of the Second Amendment have been omitted pursuant to  an application for confidential treatment
of certain terms of such Second Amendment filed separately with the SEC.)
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 |  | Second,
Third and Fourth Side Letters to the Agreement and Plan of Merger by and among GoAmerica,
Inc.,     HOVRS                          Acquisition Corporation, Hands On Video Relay
Services, Inc. and Bill M.     McDonagh, as Stockholders Agent, are
                          incorporated by reference to Annex D to the     Registrants
definitive proxy statement filed with the Securities and Exchange
               Commission on     November 9.
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.1 |  | Form
of Amended and Restated Investor Rights Agreement (to be executed     upon the closing of
the merger with Hands On Video Relay Services, Inc.).
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | -21- | 
| | ---- | 

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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: November 14, 2007 | By:            
|                        |                
|DATE: November 14, 2007 | By:            

| | -22- | 
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