UNITED
      STATES


**SECURITIES
        AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**







**FORM
      10-Q**




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


THE
      SECURITIES EXCHANGE ACT OF 1934




For
        the
        quarterly period ended September 30, 2005
 Commission
        File No. 0-29359
  GoAmerica,
          Inc.
 (Exact
        Name of Registrant as Specified in Its Charter)


Delaware
              
              22-3693371(State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              
              (I.R.S.
                  Employer Identification No.)433 Hackensack Avenue, Hackensack, New
                  Jersey
              
              07601(Address
                of Principal
                Executive Offices)
              
              (Zip
                  Code)
  (201)
          996-1717
 
 (Registrant's
          Telephone Number,
 Including
          Area Code)
 Indicate
                  by check mark whether the registrant: (1) has filed all reports
                  required
                  to be filed by Section 13 or 15(d) of the Securities Exchange Act
                  of 1934
                  during the preceding 12 months (or for such shorter period that
                  the
                  registrant was required to file such reports), and (2) has been
                  subject to
                  such filing requirements for the past 90 days.Yes:X
              No:__Indicate
                  by check mark whether the registrant is an accelerated filer (as
                  defined
                  in Rule 12b-2 of the Exchange Act):Yes:__
              No:XIndicate
                  by check mark whether the registrant is a shell company (as described
                  in
                  Rule 12b-2 of the Exchange Act):Yes:
                  __
              No:
                  XIndicate
                  the number of shares outstanding of each of the Registrant's classes
                  of
                  common stock, as of October 31, 2005:Class
              
              Number
                  of SharesCommon
                  Stock, $.01 par value
              
              2,093,451










GOAMERICA,
      INC.




TABLE
      OF CONTENTS




PagePART
                I.FINANCIAL
                INFORMATION
            1Item
                1.Financial
                Statements (September 30, 2005 and 2004 are unaudited)
            1Condensed
                Consolidated Balance Sheets as of September 30, 2005 and December 31,
                2004
            2Condensed
                Consolidated Statements of Operations for the Three and Nine Months
                Ended
                September 30, 2005
              and
                2004
            3Condensed
                Consolidated Statements of Cash Flows for the Nine Months Ended September
                30, 2005 and 2004
            4Notes
                to Condensed Consolidated Financial Statements
            5Item
                2.Management's
                Discussion and Analysis of Financial Condition and Results of
                OperationsGeneral
            10Critical
                Accounting Policies and Estimates
            10Results
                of Operations
            11Liquidity
                and Capital Resources
            18Item
                3.Quantitative
                and Qualitative Disclosures About Market Risk
            20Item
                4. Controls and Procedures
            20PART
                II.OTHER
                INFORMATIONItem
                1.Legal
                Proceedings
            21Item
                6.Exhibits
            21SIGNATURES
            22






i





**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements**





-1-


**GOAMERICA,
      INC.**




**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


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









**September
                30,**
              **2005**
            
            **December 31,**
              **2004**(Unaudited)**Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            4,937
            
            $
            7,098Accounts
                receivable, net
            
            
            1,560
            
            
            1,530Other
                receivables
            
            
            —
            
            
            732Merchandise
                inventories, net
            
            
            334
            
            
            123Prepaid
                expenses and other current assets
            
            
            356
            
            
            219Total
                current assets
            
            
            7,187
            
            
            9,702Restricted
                cash
            
            
            300
            
            
            604Property,
                equipment and leasehold improvements, net
            
            
            755
            
            
            940Goodwill,
                net
            
            
            6,000
            
            
            6,000Trade
                names and other intangible assets, net
            
            
            75
            
            
            639Other
                assets
            
            
            591
            
            
            101$
            14,908
            
            $
            17,986**Liabilities
                and stockholders' equity**Current
                liabilities:Accounts
                payable
            
            $
            670
            
            $
            348Accrued
                expenses
            
            
            336
            
            
            538Deferred
                revenue
            
            
            86
            
            
            285Other
                current liabilities
            
            
            37
            
            
            1Total
                current liabilities
            
            
            1,129
            
            
            1,172Commitments
                and contingenciesStockholders'
                equity:Common
                stock, $.01 par value, authorized: 200,000,000 shares in 2005 and
                2004;
              issued:
                2,117,514 in 2005 and 2,117,339 in 2004
            
            
            21
            
            
            21Additional
                paid-in capital
            
            
            285,856
            
            
            285,854Accumulated
                deficit
            
            
            (271,912
            )
            
            (268,875
            )Treasury
                stock, at cost, 24,063 shares in 2005 and 2004
            
            
            (186
            )
            
            (186
            )Total
                stockholders' equity
            
            
            13,779
            
            
            16,814$
            14,908
            
            $
            17,986




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


-2-


**GOAMERICA,
      INC.**




**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


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


**(Unaudited)**




**Three
                Months Ended**
              **September
                30,**
            
            **Nine
                Months Ended**
              **September
                30,****2005**
            
            **2004**
            
            **2005**
            
            **2004****Revenues:**Subscriber
            
            $
            548
            
            $
            1,207
            
            $
            1,967
            
            $
            4,596Prepaid
                services
            
            
            1,027
            
            
            —
            
            
            2,452
            
            
            —Relay
                services
            
            
            329
            
            
            —
            
            
            774
            
            
            —Equipment
            
            
            120
            
            
            50
            
            
            361
            
            
            156Other
            
            
            270
            
            
            113
            
            
            676
            
            
            1632,294
            
            
            1,370
            
            
            6,230
            
            
            4,915**Costs
                and expenses:**Cost
                of subscriber airtime
            
            
            208
            
            
            510
            
            
            727
            
            
            2,117Cost
                of network operations
            
            
            78
            
            
            132
            
            
            243
            
            
            580Cost
                of equipment revenue
            
            
            138
            
            
            35
            
            
            436
            
            
            149Cost
                of prepaid services
            
            
            1,252
            
            
            —
            
            
            2,663
            
            
            —Cost
                of other revenue
            
            
            —
            
            
            56
            
            
            —
            
            
            56Sales
                and marketing
            
            
            320
            
            
            165
            
            
            773
            
            
            543General
                and administrative
            
            
            984
            
            
            1,220
            
            
            3,336
            
            
            4,050Research
                and development
            
            
            96
            
            
            126
            
            
            255
            
            
            434Depreciation
                and amortization
            
            
            119
            
            
            168
            
            
            375
            
            
            664Amortization
                of other intangibles
            
            
            122
            
            
            99
            
            
            564
            
            
            5343,317
            
            
            2,511
            
            
            9,372
            
            
            9,127Loss
                from operations
            
            
            (1,023
            )
            
            (1,141
            )
            
            (3,142
            )
            
            (4,212
            )**Other
                income (expense):**Settlement
                gains (losses), net
            
            
            —
            
            
            (140
            )
            
            —
            
            
            1,481Interest
                income (expense), net
            
            
            29
            
            
            38
            
            
            105
            
            
            (991
            )Total
                other income (expense), net
            
            
            29
            
            
            (102
            )
            
            105
            
            
            490Net
                loss
            
            $
            (994
            )
            $
            (1,243
            )
            $
            (3,037
            )
            $
            (3,722
            )Basic
                net loss per share
            
            $
            (0.48
            )
            $
            (0.61
            )
            $
            (1.45
            )
            $
            (2.19
            )Diluted
                net loss per share
            
            $
            (0.48
            )
            $
            (0.61
            )
            $
            (1.45
            )
            $
            (2.19
            )Weighted
                average shares used in computation of
              basic
                net loss pershare
            
            
            2,093,451
            
            
            2,040,603
            
            
            2,093,445
            
            
            1,695,766Weighted
                average shares used in computation of
              diluted
                net loss pershare
            
            
            2,093,451
            
            
            2,040,603
            
            
            2,093,445
            
            
            1,695,766





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





-3-


**GOAMERICA,
      INC.**




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(In
      thousands)**


**(Unaudited)**




**Nine
                  Months Ended**
                **September
                  30,****2005**
              
              **2004****Operating
                  activities**Net
                  loss
              
              $
              (3,037
              )
              $
              (3,722
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization of fixed assets
              
              
              375
              
              
              664Amortization
                  of other intangible assets
              
              
              564
              
              
              534Amortization
                  of deferred financing costs
              
              
              —
              
              
              624Amortization
                  of discount on bridge note payable
              
              
              —
              
              
              390Provision
                  for losses on accounts receivable
              
              
              36
              
              
              51Common
                  stock issued for interest expense
              
              
              —
              
              
              19Settlement
                  gains, net
              
              
              —
              
              
              (1,481
              )Changes
                  in operating assets and liabilities:Increase
                  in accounts receivable
              
              
              (66
              )
              
              (60
              )Decrease
                  in other receivables
              
              
              732
              
              
              534Increase
                  in merchandise inventories
              
              
              (211
              )
              
              (2
              )Increase
                  in prepaid expenses and other current assets
              
              
              (137
              )
              
              (362
              )Increase
                  (decrease) in accounts payable
              
              
              322
              
              
              (1,066
              )Increase
                  (decrease) in accrued expenses
              
              
              (202
              )
              
              (483
              )Decrease
                  in deferred revenue
              
              
              (199
              )
              
              (322
              )Net
                  cash used in operating activities
              
              
              (1,823
              )
              
              (4,682
              )**Investing
                  activities**Change
                  in other assets and restricted cash
              
              
              (186
              )
              
              (307
              )Purchase
                  of property, equipment and leasehold improvements
              
              
              (116
              )
              
              (63
              )Acquisition
                  of intangible assets
              
              
              —
              
              
              (75
              )Net
                  cash used in investing activities
              
              
              (302
              )
              
              (445
              )**Financing
                  activities**Issuance
                  of common stock, net of related expenses
              
              
              —
              
              
              12,770Issuance
                  of common stock for exercise of stock options and warrants
              
              
              2
              
              
              211Purchase
                  of treasury stock
              
              
              —
              
              
              (186
              )Increase
                  in deferred financing costs
              
              
              —
              
              
              (139
              )Payments
                  made on capital lease obligations
              
              
              (38
              )
              
              (5
              )Net
                  cash (used in) provided by financing activities
              
              
              (36
              )
              
              12,651Net
                  increase (decrease) in cash and cash equivalents
              
              
              (2,161
              )
              
              7,524Cash
                  and cash equivalents at beginning of period
              
              
              7,098
              
              
              568Cash
                  and cash equivalents at end of period
              
              $
              4,937
              
              $
              8,092**Supplemental
                  Disclosure of Non-Cash Investing Activities****:**Common
                  stock issued in connection with conversion of bridge note
              
              $
              —
              
              $
              1,015Common
                  stock issued in connection with vendor settlements
              
              $
              —
              
              $
              451Application
                  of deferred financing costs against proceeds from the sale of
                  stock
              
              $
              —
              
              $
              (606
              )Acquisition
                  of equipment through capital leases
              
              $
              74
              
              $
              —





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


-4-


**GOAMERICA,
      INC.**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**


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




**Note
      1 - Basis of Presentation:**




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States for interim financial information and with the instructions to
      Form 10-Q and Rule 10-01 of Regulation S-X and include the results
      of
      GoAmerica, Inc. and its wholly-owned subsidiaries (collectively, the “Company”).
      Accordingly, certain information and footnote disclosures required in financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States have been condensed or omitted. In the opinion of the
      Company’s management, the accompanying unaudited financial statements contain
      all adjustments (consisting only of normal recurring adjustments except as
      otherwise disclosed herein) which the Company considers necessary for the fair
      presentation of its financial position as of September 30, 2005, the results
      of
      its operations for the three and nine month periods ended September 30, 2005
      and
      2004 and its cash flows for the nine month periods ended September 30, 2005
      and
      2004. 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, 2004.





The
      Company is dependent on EarthLink, Inc. (“Earthlink”) for billing and
      collections, customer support and technical support for certain of the Company’s
      subscribers. Additionally, the Company is dependent on EarthLink and other
      third
      parties for wireless communication devices and wireless network connectivity.
      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, the majority of the Company’s other revenue is earned through
      commissions derived from a master dealer agreement with T-Mobile.





During
      the fourth quarter of 2004, the Company commenced selling prepaid calling card
      services.  The Company sells prepaid calling cards via two methods:
      1) as a
      distributor in which the Company has no future obligation to provide the usage
      embedded in the card, and 2) as a Company branded card in which the Company
      is
      obligated to provide usage service utilizing its own infrastructure until the
      obligation to provide the service is either completed or the card
      expires.





Prepaid
      airtime sold to customers is recorded as deferred revenue prior to the
      commencement of services and revenue is recognized when airtime is utilized
      or
      the card expires. Revenue from calling cards sold to customers in which the
      Company has no obligation to provide airtime service is recorded at the time
      of
      the delivery of the cards to the customer, provided that collection is deemed
      probable.





Commencing
      in the later part of March 2005, the Company began deriving relay service
      revenues from a wireless Internet Relay service marketed in conjunction with
      Sprint Corporation and our i711.com ’ branded
      Internet service. Revenue from relay services is recognized as the service
      is
      provided. Additionally, the Company records other revenues from commissions
      received through the acquisition of subscribers on behalf of various network
      providers with which the Company does not have reseller agreements. These
      commissions are recognized as revenue in the period earned.





The
      Company has incurred significant operating losses since its inception and,
      as of
      September 30, 2005, has an accumulated deficit of $271,912. During the nine
      months ended September 30, 2005, the Company incurred a net loss of $3,037
      and
      used $1,823 of cash to fund operating activities. As of September 30, 2005,
      the
      Company had $5,237 in cash and cash equivalents (inclusive of restricted cash).





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.





-5-


**Note
      2 - Significant Accounting Policies:**




*Recent
      Accounting Pronouncements*





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




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




In
      December 2004, the FASB issued SFAS 123R, "Share-Based Payment". SFAS 123R
      establishes that employee services received in exchange for share-based payment
      result in a cost that should be recognized in the income statement as an expense
      when the services are consumed by the enterprise. It further establishes that
      those expenses be measured at fair value determined as of the grant date. The
      provisions of SFAS 123R become effective with respect to the Company beginning
      January 1, 2006. The Company is currently evaluating the effect the adoption
      of
      SFAS 123R will have on the Company's financial condition and results of
      operations.




**Note
      3 - Earnings Per Share:**




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




Under
      the
      provisions of SFAS 128 and SAB 98, basic loss per share is computed by dividing
      the Company’s net loss for the period by the weighted-average number of shares
      of common stock outstanding during the period. Diluted net loss per share
      excludes potential common shares if the effect is anti-dilutive. Diluted loss
      per share is determined in the same manner as basic loss per share except that
      the number of shares is increased assuming exercise of dilutive stock options
      and warrants using the treasury stock method. As the Company had a net loss,
      the
      impact of the assumed exercise of the stock options and warrants is
      anti-dilutive and as such, these amounts have been excluded from the calculation
      of diluted loss per share. For the nine months ended September 30, 2005 and
      2004, 290,605 and 290,780 of common stock equivalent shares, respectively,
      were
      excluded from the computation of diluted net loss per share,
      respectively.




-6-


**Note
      4 - Goodwill and Other Intangible Assets:**




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 believes there are no such impairment
      indicators at September 30, 2005.




The
      following table summarizes other intangibles subject to amortization at the
      dates indicated:




September
                30, 2005
            
            December
                31, 2004Gross
            
            
            
            
            
            GrossCarrying
            
            Accumulated
            
            
            
            Carrying
            
            AccumulatedAmount
            
            Amortization
            
            Net
            
            Amount
            
            Amortization
            
            NetTrade
                Names
            
            $
            4,572
            
            $
            (4,572
            )
            $
            —
            
            $
            4,572
            
            $
            (4,388
            )
            $
            184Technology
            
            
            3,017
            
            
            (3,017
            )
            
            —
            
            
            3,017
            
            
            (3,017
            )
            
            —Customer
                Lists
            
            
            2,258
            
            
            (2,258
            )
            
            —
            
            
            2,258
            
            
            (2,258
            )
            
            —Other
            
            
            935
            
            
            (860
            )
            
            75
            
            
            935
            
            
            (480
            )
            
            455$
            10,782
            
            $
            (10,707
            )
            $
            75
            
            $
            10,782
            
            $
            (10,143
            )
            $
            639




Amortization
      expense for other intangibles totaled $564 and $534 for the nine months ended
      September 30, 2005 and 2004, respectively. Future aggregate amortization expense
      for intangible assets is estimated to be:




Three
        Months Ending December 31, 2005      
$
        75  **Note
          5 - Stock-based Compensation:**




The
      Company accounts for employee stock-based compensation in accordance with
      Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
      to Employees", using an intrinsic value approach to measure compensation
      expense, if any. Under this method, compensation expense is recorded on the
      date
      of the grant only if the current market price of the underlying stock exceeds
      the exercise price. Options issued to non-employees are accounted for in
      accordance with SFAS 123, "Accounting for Stock-Based Compensation", and
      Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods and Services", using a fair value
      approach.




SFAS
      No. 123 established accounting and disclosure requirements using a fair
      value-basis method of accounting for stock-based employee compensation plans.
      As
      presently allowed by SFAS No. 123, the Company has elected to continue
      to
      apply the intrinsic value-based method of accounting described above, and has
      adopted the disclosure requirements of SFAS No. 123. Had the Company
      elected to recognize compensation cost based on the fair value of the stock
      options at the date of grant under SFAS 123, such costs would have been
      recognized ratably over the vesting period of the underlying instruments and
      the
      Company's net loss and net loss per common share would have increased to the
      pro
      forma amounts indicated in the table below.




Three
                months ended
              September
                30,
            
            Nine
                months ended
              September
                30,2005
            
            2004
            
            2005
            
            2004Net
                loss, as reported
            
            $
            (994
            )
            $
            (1,243
            )
            $
            (3,037
            )
            $
            (3,722
            )Deduct:
                Stock-based employee compensation expense included in reported net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —Add:
                Total stock-based employee compensation expense determined under
                fair
                value based method for all awards
            
            
            (413
            )
            
            (992
            )
            
            (1,239
            )
            
            (2,976
            )Pro
                forma net loss
            
            $
            (1,407
            )
            $
            (2,235
            )
            $
            (4,276
            )
            $
            (6,698
            )Loss
                per share - basic, as reported
            
            $
            (0.48
            )
            $
            (0.61
            )
            $
            (1.45
            )
            $
            (2.19
            )Loss
                per share - diluted, as reported
            
            $
            (0.48
            )
            $
            (0.61
            )
            $
            (1.45
            )
            $
            (2.19
            )Pro
                forma loss per share - basic
            
            $
            (0.68
            )
            $
            (1.10
            )
            $
            (2.05
            )
            $
            (3.95
            )Pro
                forma loss per share - diluted
            
            $
            (0.68
            )
            $
            (1.10
            )
            $
            (2.05
            )
            $
            (3.95
            )







-7-




The
      pro
      forma results above are not intended to be indicative of or a projection of
      future results.




**Note
      6 - Contingencies:**




On
      September 22, 2004, Boundless Depot, LLC ("Boundless Depot") and Scott Johnson,
      one of two Boundless Depot shareholders, sued GoAmerica and Wynd Communications
      in the Superior Court of the State of California for the County of Los Angeles,
      claiming damages of one million dollars for GoAmerica's refusal to pay Boundless
      Depot unattained contingent consideration, comprising cash and/or GoAmerica
      Common Stock, with respect to the Asset Purchase Agreement dated as of February
      8, 2003 (the "Deafwireless Agreement"), pursuant to which GoAmerica and Wynd
      Communications acquired certain Deafwireless assets. The total value of such
      contingent consideration, if all contingencies had been fully met and amounts
      paid immediately thereupon, would not have exceeded $211; 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.





In
      the
      first quarter of 2005, the Company reclassified $300 of restricted cash to
      operating cash to reflect an informal arrangement between the Company and one
      of
      its carrier providers which allowed for a reduction in the amount of the
      required letter of credit and related supporting cash account. The Company
      expects to finalize this arrangement including a new letter of credit in the
      fourth quarter.





**Note
      7 - Business Segment Information:**





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


**Wireless
                    Data**Solutions
              
              **Prepaid****Services**
              
              **Corporate**
              
              **Total****Three
                  Months Ended September 30, 2005:**Revenue
              
              $
              1,267
              
              $
              1,027
              
              $
              —
              
              $
              2,294Operating
                  loss
              
              $
              (364
              )
              $
              (346
              )
              $
              (313
              )
              $
              (1,023
              )**Three
                  Months Ended September 30, 2004:**Revenue
              
              $
              1,370
              
              $
              —
              
              $
              —
              
              $
              1,370Operating
                  loss
              
              $
              (560
              )
              $
              —
              
              $
              (581
              )
              $
              (1,141
              )**Nine
                  Months Ended September 30, 2005:**Revenue
              
              $
              3,714
              
              $
              2,516
              
              $
              —
              
              $
              6,230Operating
                  loss
              
              $
              (1,369
              )
              $
              (655
              )
              $
              (1,118
              )
              $
              (3,142
              )**Nine
                  Months Ended September 30, 2004:**Revenue
              
              $
              4,915
              
              $
              —
              
              $
              —
              
              $
              4,915Operating
                  loss
              
              $
              (2,592
              )
              $
              —
              
              $
              (1,620
              )
              $
              (4,212
              )







-8-





**Note
      8 - Short Term Loan Agreement:**





On
      May 2,
      2005, the Company entered into a short term loan agreement with Hands On Video
      Relay Services, Inc., a Delaware corporation, and Hands On Sign Language
      Services, Inc., a California corporation (collectively, "Hands On”). The Company
      may be required to loan Hands On an aggregate of $1,000 under the loan agreement
      under certain circumstances. All amounts that the Company advances to Hands
      On
      pursuant to this agreement will be secured, initially, by the assets acquired
      with such funds and will bear interest at a defined prime rate. If Hands On
      breaches any material provision of any definitive agreement, the balance of
      principal and accrued interest will become immediately due and payable and
      Hands
      On will grant the Company a broader security interest in substantially all
      of
      its assets until amounts due under the loan agreement are paid. As of September
      30, 2005, the Company had advanced $350 to Hands On under the loan agreement.
      This amount is included in other assets as of September 30, 2005.





**Note
      9 - Merger Agreement:**





On
      July
      6, 2005, the Company entered into an Agreement and Plan of Reorganization with
      Hands On. Under the agreement, the two Hands On entities will merge with two
      newly formed acquisition subsidiaries of the Company, and the shareholders
      of
      Hands On will receive a number of shares of the Company's common stock
      approximately equal to the number of shares of the Company's common stock
      outstanding immediately prior to the closing. Completion of the merger is
      subject to shareholder approval by the shareholders of the Company and Hands
      On,
      and other customary closing conditions. Pursuant to the agreement, the principal
      shareholders of Hands On have agreed to vote their shares in favor of the
      merger. The Company has recorded approximately $200 of deferred acquisition
      costs as of September 30, 2005, which is included in other assets.





On
      October 28, 2005, the Company executed a Waiver and Supplemental Agreement
      with
      Hands On, modifying the Agreement and Plan of Reorganization, dated as of July
      6, 2005, between the Company and Hands On. Such modifications permit Hands
      On to
      raise up to $2,000 through the issuance of new Hands On securities or the sale
      of Hands On securities currently held by certain shareholders, through December
      31, 2005 (the amount may be increased beyond $2,000 and such date may be
      extended under certain circumstances). Any Hands On securities so issued must
      convert automatically into common stock of Hands On, and then GoAmerica, upon
      the closing of the merger. Additionally, the purchasers of any Hands On
      securities will be required to agree to vote in favor of the merger and to
      waive
      any appraisal rights that such purchasers may have. Any funds raised by Hands
      On
      through the sale of Hands On securities prior to the merger will be used to
      pay
      transaction expenses incurred in connection with the merger and/or to pay other
      liabilities of Hands On.







-9-


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




General




GoAmerica(R)
      is a communications service provider, offering wireless data solutions primarily
      for consumers who are deaf, hard of hearing and/or speech-impaired and
      telecommunication services in the form of prepaid calling cards. We currently
      develop, market and support most wireless data solutions through Wynd
      Communications Corporation, a wholly owned subsidiary of GoAmerica. Wynd
      Communications offers enhanced services known as WyndTell(R) and WyndPower(TM),
      which assist our deaf or hard of hearing customers in communicating from most
      major metropolitan areas in the continental United States and parts of Canada.
      WyndTell and WyndPower allow customers to send and receive email messages to
      and
      from any email service, provide for delivery and acknowledgements of sent
      messages that are read, send and receive TTY/TDD (text telephone or
      teletypewriter) messages, faxes, and text-to-speech messages, and access the
      Internet using such wireless computing devices as Research in Motion, or RIM,
      wireless handheld devices, certain Motorola paging devices and the T-Mobile
      Sidekick, Fido hiptop, and SunCom hiptop devices running on Danger Inc.'s hiptop
      platform. In addition to Wyndtell, we began offering “Sprint Relay Wireless,
      Powered By GoAmerica" as a standard feature across all of the WyndTell service
      offerings that operate on certain RIM handheld devices and the T-Mobile
      Sidekick. Additionally, GoAmerica continues to support customers who use our
      proprietary software technology called Go.Web(TM). By utilizing Go.Web,
      businesses can improve the productivity of employees by enabling secure wireless
      access to corporate data on many wireless computing devices and over many
      wireless data networks. Our Go.Web technology can be hosted and supported in
      a
      secure network operations center maintained by GoAmerica or its third party
      outsourcing provider or installed behind an enterprise’s network security
      system, commonly know as the firewall. Customers who opt to install the software
      do so by purchasing our proprietary Go.Web Enterprise Server, formally known
      as
      Go.Web OnPremTM, technology. The Wynd Communications and Go.Web services transmit
      over most major wireless data networks in North America. During
      the fourth quarter of 2004, we commenced selling prepaid calling card
      services.  We sell prepaid calling cards in two methods: 1) as a
      distributor in which we have no future obligation to provide the usage embedded
      in the card and 2) as a Company branded card in which we are obligated to
      provide usage service utilizing our own infrastructure until the obligation
      to
      provide the service is either completed or the card expires. Commencing in
      the
      later part of March 2005, the Company began offering our i711.comTM branded
      Internet service, which uses Nordia, Inc.’s technology platform and relay
      operators (also referred to as Communication Assistants or “CA’s”) to facilitate
      calls.





Our
      wireless data solutions revenues are derived principally from subscription
      to
      our value-added wireless data services, for which customers typically pay
      monthly recurring fees. We derive additional wireless data solutions revenue
      from the sale of wireless communications devices. Additionally,
      the Company derives other revenues from commissions received through the
      acquisition of subscribers on behalf of various network providers with which
      we
      do not have reseller agreements. 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 condensed consolidated financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires management
      to make estimates and judgments that affect the reported amounts of assets,
      liabilities, revenues and expenses, and the related disclosure of contingent
      assets and liabilities. On an on-going basis, management evaluates its estimates
      and judgments, including those related to revenue recognition, allowance for
      doubtful accounts, inventory valuation and recoverability of our intangible
      assets. Management bases its estimates and judgments on historical experience
      and on various other factors that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying values of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions.





-10-


Management
      believes the following critical accounting policies, among others, affect its
      more significant judgments and estimates used in the preparation of its
      consolidated financial statements. Historically, we have derived our revenue
      primarily from the sale of basic and value-added wireless data services and
      the
      sale of related mobile devices. Subscriber revenue consists primarily of monthly
      charges for access and usage and is recognized as the services are provided.
      Equipment revenue is recognized upon shipment to the end user. Prepaid
      airtime sold to customers is recorded as deferred revenue prior to the
      commencement of services and revenue is recognized when airtime is utilized
      or
      the card expires. Revenue from calling cards sold to customers in which the
      Company has no obligation to provide airtime service is recorded at the time
      of
      the delivery of the cards to the customer, provided that collection is deemed
      probable.  Revenue
      from relay services is recognized as the service is provided. C ommissions
      received through the acquisition of subscribers on behalf of various network
      providers with which we do not have reseller agreements are recognized as
      revenue in the period earned. We
      estimate the collectibility of our trade receivables. A considerable amount
      of
      judgment is required in assessing the ultimate realization of these receivables,
      including analysis of historical collection rates and the current
      credit-worthiness of significant customers. Significant changes in required
      reserves have been recorded in recent periods and may occur in the future due
      to
      the current market conditions. We write down inventory for estimated excess
      or
      obsolete inventory equal to the difference between the cost of inventory and
      the
      estimated market value based upon assumptions about future demand and market
      conditions. If actual market conditions are less favorable than those projected
      by management, additional inventory write-downs may be required. In assessing
      the recoverability of our goodwill, other intangibles and other long-lived
      assets, we must make assumptions regarding estimated future cash flows. If
      such
      assumptions change in the future, we may be required to record impairment
      charges for these assets not previously recorded.




**Results
      of Operations**




The
      following table sets forth, for the three and nine months ended September 30,
      2005 and 2004, 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,****(In
                  thousands)**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****$**
              
              **%**
              
              **$**
              
              **%**
              
              **$**
              
              **%**
              
              **$**
              
              **%****Revenues:**Subscriber
              
              $
              548
              
              
              23.9
              
              $
              1,207
              
              
              88.2
              
              $
              1,967
              
              
              31.6
              
              $
              4,596
              
              
              93.5Prepaid
                  services
              
              
              1,027
              
              
              44.8
              
              
              —
              
              
              —
              
              
              2,452
              
              
              39.4
              
              
              —
              
              
              —Relay
                  services
              
              
              329
              
              
              14.3
              
              
              —
              
              
              —
              
              
              774
              
              
              12.4
              
              
              —
              
              
              —Equipment
              
              
              120
              
              
              5.2
              
              
              50
              
              
              3.6
              
              
              361
              
              
              5.8
              
              
              156
              
              
              3.2Other
              
              
              270
              
              
              11.8
              
              
              113
              
              
              8.2
              
              
              676
              
              
              10.8
              
              
              163
              
              
              3.32,294
              
              
              100.0
              
              
              1,370
              
              
              100.0
              
              
              6,230
              
              
              100.0
              
              
              4,915
              
              
              100.0**Costs
                  and expenses:**Cost
                  of subscriber airtime
              
              
              208
              
              
              9.1
              
              
              510
              
              
              37.2
              
              
              727
              
              
              11.7
              
              
              2,117
              
              
              43.1Cost
                  of network operations
              
              
              78
              
              
              3.4
              
              
              132
              
              
              9.6
              
              
              243
              
              
              3.9
              
              
              580
              
              
              11.8Cost
                  of equipment revenue
              
              
              138
              
              
              6.0
              
              
              35
              
              
              2.6
              
              
              436
              
              
              7.0
              
              
              149
              
              
              3.0Cost
                  of prepaid services
              
              
              1,252
              
              
              54.6
              
              
              —
              
              
              —
              
              
              2,663
              
              
              42.7
              
              
              —
              
              
              —Cost
                  of other
              
              
              —
              
              
              —
              
              
              56
              
              
              4.1
              
              
              —
              
              
              —
              
              
              56
              
              
              1.1Sales
                  and marketing
              
              
              320
              
              
              13.9
              
              
              165
              
              
              12.0
              
              
              773
              
              
              12.4
              
              
              543
              
              
              11.0General
                  and administrative
              
              
              984
              
              
              42.9
              
              
              1,220
              
              
              89.1
              
              
              3,336
              
              
              53.5
              
              
              4,050
              
              
              82.4Research
                  and development
              
              
              96
              
              
              4.2
              
              
              126
              
              
              9.2
              
              
              255
              
              
              4.1
              
              
              434
              
              
              8.8Depreciation
                  and amortization
              
              
              119
              
              
              5.2
              
              
              168
              
              
              12.3
              
              
              375
              
              
              6.0
              
              
              664
              
              
              13.5Amortization
                  of other intangibles
              
              
              122
              
              
              5.3
              
              
              99
              
              
              7.2
              
              
              564
              
              
              9.1
              
              
              534
              
              
              10.93,317
              
              
              144.6
              
              
              2,511
              
              
              183.3
              
              
              9,372
              
              
              150.4
              
              
              9,127
              
              
              185.6Loss
                  from operations
              
              
              (1,023
              )
              
              (44.6
              )
              
              (1,141
              )
              
              (83.3
              )
              
              (3,142
              )
              
              (50.4
              )
              
              (4,212
              )
              
              (85.6
              )**Other
                  income (expense):**Settlement
                  gains, net
              
              
              —
              
              
              —
              
              
              (140
              )
              
              (10.2
              )
              
              —
              
              
              —
              
              
              1,481
              
              
              30.1Interest
                  income (expense), net
              
              
              29
              
              
              1.3
              
              
              38
              
              
              2.8
              
              
              105
              
              
              1.7
              
              
              (991
              )
              
              (20.1
              )Total
                  other income
              
              
              29
              
              
              1.3
              
              
              (102
              )
              
              (7.4
              )
              
              105
              
              
              1.7
              
              
              490
              
              
              10.0Net
                  loss
              
              $
              (994
              )
              
              (43.3
              )
              $
              (1,243
              )
              
              (90.7
              )
              $
              (3,037
              )
              
              (48.7
              )
              $
              (3,722
              )
              
              (75.6
              )






-11-


The
        following table sets forth the period over period percentage increases or
        decreases of certain items included in the Company's unaudited consolidated
        statements of operations.
  **Three
                    Months Ended September 30,**
                
                **Nine
                    Months Ended September 30,****(In
                    thousands)**
                
                
                
                **Change**
                
                
                
                **Change****2005**
                
                **2004**
                
                **$**
                
                **%**
                
                **2005**
                
                **2004**
                
                **$**
                
                **%****Revenues:**Subscriber
                
                $
                548
                
                $
                1,207
                
                $
                (659
                )
                
                (54.6
                )
                $
                1,967
                
                $
                4,596
                
                $
                (2,629
                )
                
                (57.2
                )Prepaid
                    services
                
                
                1,027
                
                
                —
                
                
                1,027
                
                
                —
                
                
                2,452
                
                
                —
                
                
                2,452
                
                
                —Relay
                    services
                
                
                329
                
                
                —
                
                
                329
                
                
                —
                
                
                774
                
                
                —
                
                
                774
                
                
                —Equipment
                
                
                120
                
                
                50
                
                
                70
                
                
                140.0
                
                
                361
                
                
                156
                
                
                205
                
                
                131.4Other
                
                
                270
                
                
                113
                
                
                157
                
                
                138.9
                
                
                676
                
                
                163
                
                
                513
                
                
                314.72,294
                
                
                1,370
                
                
                924
                
                
                67.4
                
                
                6,230
                
                
                4,915
                
                
                1,315
                
                
                26.8**Costs
                    and expenses:**Cost
                    of subscriber airtime
                
                
                208
                
                
                510
                
                
                (302
                )
                
                (59.2
                )
                
                727
                
                
                2,117
                
                
                (1,390
                )
                
                (65.7
                )Cost
                    of network operations
                
                
                78
                
                
                132
                
                
                (54
                )
                
                (40.9
                )
                
                243
                
                
                580
                
                
                (337
                )
                
                (58.1
                )Cost
                    of equipment revenue
                
                
                138
                
                
                35
                
                
                103
                
                
                294.3
                
                
                436
                
                
                149
                
                
                287
                
                
                192.6Cost
                    of prepaid services
                
                
                1,252
                
                
                —
                
                
                1,252
                
                
                100.0
                
                
                2,663
                
                
                —
                
                
                2,663
                
                
                100.0Cost
                    of other
                
                
                —
                
                
                56
                
                
                (56
                )
                
                (100.0
                )
                
                —
                
                
                56
                
                
                (56
                )
                
                (100.0
                )Sales
                    and marketing, net
                
                
                320
                
                
                165
                
                
                155
                
                
                93.9
                
                
                773
                
                
                543
                
                
                230
                
                
                42.4General
                    and administrative
                
                
                984
                
                
                1,220
                
                
                (236
                )
                
                (19.3
                )
                
                3,336
                
                
                4,050
                
                
                (714
                )
                
                (17.6
                )Research
                    and development
                
                
                96
                
                
                126
                
                
                (30
                )
                
                (23.8
                )
                
                255
                
                
                434
                
                
                (179
                )
                
                (41.2
                )Depreciation
                    and amortization
                
                
                119
                
                
                168
                
                
                (49
                )
                
                (29.2
                )
                
                375
                
                
                664
                
                
                (289
                )
                
                (43.5
                )Amortization
                    of other intangibles
                
                
                122
                
                
                99
                
                
                23
                
                
                23.2
                
                
                564
                
                
                534
                
                
                30
                
                
                5.63,317
                
                
                2,511
                
                
                806
                
                
                32.1
                
                
                9,372
                
                
                9,127
                
                
                245
                
                
                2.7Loss
                    from operations
                
                
                (1,023
                )
                
                (1,141
                )
                
                118
                
                
                (10.3
                )
                
                (3,142
                )
                
                (4,212
                )
                
                1,070
                
                
                (25.4
                )**Other
                    income (expense):**Settlement
                    gains, net
                
                
                —
                
                
                (140
                )
                
                140
                
                
                (100.0
                )
                
                —
                
                
                1,481
                
                
                (1,481
                )
                
                (100.0
                )Interest
                    income (expense), net
                
                
                29
                
                
                38
                
                
                (9
                )
                
                (23.7
                )
                
                105
                
                
                (991
                )
                
                1,096
                
                
                110.6Total
                    other income
                
                
                29
                
                
                (102
                )
                
                131
                
                
                (128.4
                )
                
                105
                
                
                490
                
                
                (385
                )
                
                (78.6
                )Net
                    loss
                
                $
                (994
                )
                $
                (1,243
                )
                $
                249
                
                
                (20.0
                )
                $
                (3,037
                )
                $
                (3,722
                )
                $
                685
                
                
                (18.4
                )






In
      the
      following descriptions of our results of operations, we provide information
      about our expectations for the future. Such expectations do not reflect the
      pending Hands On merger, which is not expected to be consummated until the
      first
      quarter of 2006.




***Three
      months ended September 30, 2005 Compared to Three months ended September 30,
      2004***




** ***Consolidated***




*Subscriber
      revenue.* Subscriber
      revenue decreased 55%, to $548,000 for the three months ended September 30,
      2005
      from $1.2 million for the three months ended September 30, 2004. This decrease
      was primarily due to declines in our full service offering subscriber base
      and
      was partially offset by increased subscribers to our value added WyndPower
      service. Our subscriber base decreased to 45,021 **** subscribers
      at September 30, 2005 from 61,171 subscribers at September 30, 2004. Our average
      revenue per user, ARPU, decreased to $3.79 for the three months ended September
      30, 2005 from $6.41 for the three months ended September 30, 2004. We expect
      subscriber revenue to decline slightly as subscribers to our higher ARPU
      full-service offerings continue to decline and are replaced with subscribers
      to
      our lower ARPU value added services.




*Prepaid
      services revenue.* We
      began marketing prepaid calling cards in late 2004 and recognized $1.0 million
      of prepaid service revenue for the three months ended September 30, 2005. We
      did
      not market prepaid calling cards for the corresponding prior
      period.




*Relay
      services revenue.* We
      began providing relay services in late March 2005 and recognized $329,000 of
      relay service revenue for the three months ended September 30, 2005. We did
      not
      provide relay services for the corresponding prior period.




*Equipment
      revenue.* Equipment
      revenue increased to $120,000 for the three months ended September 30, 2005
      from
      $50,000 **** for
      the
      three months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product line.
      We
      expect equipment revenue to increase as we continue to provide devices to new
      subscribers of our Wynd services and from our sales of equipment to subscribers
      on behalf of various wireless network providers.




-12-




*Other
      revenue.* Other
      revenue increased to $270,000 for the three months ended September 30, 2005
      from
      $113,000 for the three months ended September 30, 2004. This increase primarily
      reflects commissions from the acquisition of subscribers on behalf of various
      wireless network providers, principally T-Mobile. We expect other revenue to
      increase as commissions earned from various wireless network providers
      increase.




*Cost
      of subscriber airtime.* Cost
      of subscriber airtime decreased 59%, to $208,000 for the three months ended
      September 30, 2005 from $510,000 for the three months ended September 30, 2004.
      This decrease was primarily due to the decrease in our subscriber base described
      above. We expect cost of subscriber airtime to decline slightly as subscribers
      to our higher ARPU full-service offerings continue to decline and are replaced
      with subscribers to our lower ARPU value added services.





*Cost
      of prepaid services revenue.* We
      began marketing prepaid calling cards in late 2004 and incurred $1.3 million
      of
      costs related to prepaid service revenue for the three months ended September
      30, 2005. We did not market prepaid calling cards for the corresponding prior
      period. We expect cost of prepaid service revenue to approximate revenue for
      the
      reasonably foreseeable future.




*Cost
      of network operations.* Cost
      of network operations decreased to $78,000 for the three months ended September
      30, 2005 from $132,000 for the three months ended September 30, 2004 as a result
      of the consolidation of our GoWeb and WyndTell production systems into a single
      data center operated by a third party provider. We expect our cost of network
      operations to decline as a percentage of revenue during 2005.




*Cost
      of equipment revenue.* Cost
      of equipment revenue increased 294%, to $138,000 for the three months ended
      September 30, 2005 from $35,000 **** for
      the
      three months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product line.
      We
      expect cost of equipment revenue to increase as we continue to provide devices
      to new subscribers of our Wynd services and from the cost of equipment provided
      to subscribers on behalf of various wireless network providers.




*Sales
      and marketing.* Sales
      and marketing expenses increased to $320,000 **** for
      the
      three months ended September 30, 2005 from $165,000 **** for
      the
      three months ended September 30, 2004. This increase primarily was due to our
      introduction of new products and services to the consumer marketplace as well
      as
      increased payments to third parties as compensation for marketing these
      products. We expect sales and marketing expenses to increase as demand for
      these
      new products and services increases.




*General
      and administrative.* General
      and administrative expenses decreased 19%, to $984,000 **** for
      the
      three months ended September 30, 2005 from $1.2 million **** for
      the
      three months ended September 30, 2004. This decrease was primarily due to
      decreased salaries and benefits for personnel performing general corporate
      activities and decreased facility costs. We expect general and
      administrative  expenses
      to decline as a percentage of revenue during 2005. **




*Research
      and development* .
      Research and development expense decreased to $96,000 for the three months
      ended
      September 30, 2005 from $126,000 for the three months ended September 30, 2004.




*Amortization
      of other intangibles.* Amortization
      of other intangibles increased to $122,000 for the three months ended September
      30, 2005 from $99,000 for the three months ended September 30, 2004.




*Settlement
      losses* .
      Settlement losses in the amount of $140,000 were recorded for the three months
      ended September 30, 2004 as a result of recording a settlement loss reserve
      for
      pending litigation.




*Interest
      income (expense), net* .
      Interest income decreased to $29,000 for the three months ended September 30,
      2005 from $38,000 for the three months ended September 30, 2004.




***Wireless
      Data Solutions Segment***





*Subscriber
      revenue.* Subscriber
      revenue decreased 55%, to $548,000 for the three months ended September 30,
      2005
      from $1.2 million for the three months ended September 30, 2004. This decrease
      was primarily due to declines in our full service offering subscriber base
      and
      was partially offset by increased subscribers to our value added WyndPower
      service. Our subscriber base decreased to 45,021 **** subscribers
      at September 30, 2005 from 61,171 subscribers at September 30, 2004. Our average
      revenue per user, ARPU, decreased to $3.79 for the three months ended September
      30, 2005 from $6.41 for the three months ended September 30, 2004. We expect
      subscriber revenue to decline slightly as subscribers to our higher ARPU
      full-service offerings continue to decline and are replaced with subscribers
      to
      our lower ARPU value added services.




-13-


*Relay
      services revenue.* We
      began providing relay services in late March 2005 and recognized $329,000 of
      relay service revenue for the three months ended September 30, 2005. We did
      not
      provide relay services for the corresponding prior period.




*Equipment
      revenue.* Equipment
      revenue increased to $120,000 for the three months ended September 30, 2005
      from
      $50,000 **** for
      the
      three months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product line.
      We
      expect equipment revenue to increase as we continue to provide devices to new
      subscribers of our Wynd services and from our sales of equipment to subscribers
      on behalf of various wireless network providers.




*Other
      revenue.* Other
      revenue increased to $270,000 for the three months ended September 30, 2005
      from
      $113,000 for the three months ended September 30, 2004. This increase primarily
      reflects commissions from the acquisition of subscribers on behalf of various
      wireless network providers, principally T-Mobile. We expect other revenue to
      increase as commissions earned from various wireless network providers
      increase.




*Cost
      of subscriber airtime.* Cost
      of subscriber airtime decreased 59%, to $208,000 for the three months ended
      September 30, 2005 from $510,000 for the three months ended September 30, 2004.
      This decrease was primarily due to the decrease in our subscriber base described
      above. We expect cost of subscriber airtime to decline slightly as subscribers
      to our higher ARPU full-service offerings continue to decline and are replaced
      with subscribers to our lower ARPU value added services.





*Cost
      of network operations.* Cost
      of network operations decreased to $31,000 for the three months ended September
      30, 2005 from $132,000 for the three months ended September 30, 2004 as a result
      of the consolidation of our GoWeb and WyndTell production systems into a single
      data center operated by a third party provider. We expect our cost of network
      operations to decline as a percentage of revenue during 2005.




*Cost
      of equipment revenue.* Cost
      of equipment revenue increased 294%, to $138,000 for the three months ended
      September 30, 2005 from $35,000 **** for
      the
      three months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product line.
      We
      expect cost of equipment revenue to increase as we continue to provide devices
      to new subscribers of our Wynd services and from the cost of equipment provided
      to subscribers on behalf of various wireless network providers.




*Sales
      and marketing.* Sales
      and marketing expenses increased to $320,000 **** for
      the
      three months ended September 30, 2005 from $165,000 **** for
      the
      three months ended September 30, 2004. This increase primarily was due to our
      introduction of new products and services to the consumer marketplace as well
      as
      increased payments to third parties as compensation for marketing these
      products. We expect sales and marketing expenses to increase as demand for
      these
      new products and services increases.




*General
      and administrative.* General
      and administrative expenses decreased 7%, to $597,000 **** for
      the
      three months ended September 30, 2005 from $639,000 **** for
      the
      three months ended September 30, 2004. This decrease was primarily due to
      decreased salaries and benefits for personnel performing general corporate
      activities and decreased facility costs We expect general and
      administrative  expenses
      to decline as a percentage of revenue during 2005. **




*Research
      and development* .
      Research and development expense decreased to $96,000 for the three months
      ended
      September 30, 2005 from $126,000 for the three months ended September 30, 2004.




*Amortization
      of other intangibles.* Amortization
      of other intangibles increased to $122,000 for the three months ended September
      30, 2005 from $99,000 for the three months ended September 30,
      2004.




*Settlement
      losses* .
      Settlement losses in the amount of $140,000 were recorded for the three months
      ended September 30, 2004 as a result of recording a settlement loss reserve
      for
      pending litigation.




-14-


***Prepaid
      Services Segment***





We
      have
      provided certain information regarding results for the quarter ended September
      30, 2005. We did not market prepaid calling cards for the corresponding prior
      period.





*Prepaid
      services revenue.* We
      began marketing prepaid calling cards in late 2004 and recognized $1.0 million
      of prepaid service revenue for the three months ended September 30, 2005. We
      did
      not market prepaid calling cards for the corresponding prior
      period.




*Cost
      of prepaid services revenue.* We
      began marketing prepaid calling cards in late 2004 and incurred $1.3 million
      of
      costs related to prepaid service revenue for the three months ended September
      30, 2005. We did not market prepaid calling cards for the corresponding prior
      period. We expect cost of prepaid service revenue to approximate revenue for
      the
      reasonably foreseeable future.




*Cost
      of network operations.* Cost
      of network operations related to our prepaid calling cards was $47,000 for
      the
      three months ended September 30, 2005.




*General
      and administrative.* General
      and administrative expenses were $74,000 for the three months ended September
      30, 2005.




***Corporate
      Segment***





*General
      and administrative.* General
      and administrative expenses decreased to $313,000 **** for
      the
      three months ended September 30, 2005 from $581,000 **** for
      the
      three months ended September 30, 2004. This decrease was primarily due to
      decreased salaries and benefits for personnel performing general corporate
      activities and decreased facility costs. We expect general and
      administrative  expenses
      to decline as a percentage of revenue during 2005.




*Interest
      income (expense), net* .
      Interest income decreased to $29,000 for the three months ended September 30,
      2005 from $38,000 for the three months ended September 30, 2004.




***Nine
      months ended September 30, 2005 Compared to Nine months ended September 30,
      2004***




** ***Consolidated***




*Subscriber
      revenue.* Subscriber
      revenue decreased 57%, to $2.0 million for the nine months ended September
      30,
      2005 from $4.6 million for the nine months ended September 30, 2004. This
      decrease was primarily due to declines in our full service offering subscriber
      base and was partially offset by increased subscribers to our value added
      WyndPower service. Our subscriber base decreased to 45,021 **** subscribers
      at September 30, 2005 from 61,171 subscribers at September 30, 2004. Our ARPU
      decreased to $4.33 for the nine months ended September 30, 2005 from $7.49
      for
      the nine months ended September 30, 2004.




*Prepaid
      services revenue.* We
      began marketing prepaid calling cards in late 2004 and recognized $2.5 million
      of prepaid service revenue for the nine months ended September 30, 2005. We
      did
      not market prepaid calling cards for the corresponding prior
      period.




*Relay
      services revenue.* We
      began providing relay services in late March 2005 and recognized $774,000 of
      relay service revenue for the nine months ended September 30, 2005. We did
      not
      provide relay services for the corresponding prior period.




*Equipment
      revenue.* Equipment
      revenue increased to $361,000 for the nine months ended September 30, 2005
      from
      $156,000 **** for
      the
      nine months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product line.




*Other
      revenue.* Other
      revenue increased to $676,000 for the nine months ended September 30, 2005
      from
      $163,000 for the nine months ended September 30, 2004. This increase primarily
      reflects commissions from the acquisition of subscribers on behalf of various
      wireless network providers.




-15-


*Cost
      of subscriber airtime.* Cost
      of subscriber airtime decreased 66%, to $727,000 for the nine months ended
      September 30, 2005 from $2.1 million for the nine months ended September 30,
      2004. This decrease was primarily due to the decrease in our subscriber base
      described above.





*Cost
      of prepaid services revenue.* We
      began marketing prepaid calling cards in late 2004 and incurred $2.7 million
      of
      costs related to prepaid service revenue for the nine months ended September
      30,
      2005. We did not market prepaid calling cards for the corresponding prior
      period.





*Cost
      of network operations.* Cost
      of network operations decreased to $243,000 for the nine months ended September
      30, 2005 from $580,000 for the nine months ended September 30, 2004 as a result
      of the consolidation of our GoWeb and WyndTell production systems into a single
      data center operated by a third party provider.




*Cost
      of equipment revenue.* Cost
      of equipment revenue increased 192%, to $436,000 for the nine months ended
      September 30, 2005 from $149,000 **** for
      the
      nine months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product line.




*Sales
      and marketing.* Sales
      and marketing expenses increased to $773,000 **** for
      the
      nine months ended September 30, 2005 from $543,000 **** for
      the
      nine months ended September 30, 2004. This increase primarily was due to our
      introduction of new products and services to the consumer marketplace as well
      as
      increased payments to third parties as compensation for marketing these
      products.




*General
      and administrative.* General
      and administrative expenses decreased 18%, to $3.3 million **** for
      the
      nine months ended September 30, 2005 from $4.1 million **** for
      the
      nine months ended September 30, 2004. This decrease was primarily due to
      decreased salaries and benefits for personnel performing general corporate
      activities and decreased facility costs due to our consolidation of operations
      completed during April of 2004.




*Research
      and development* .
      Research and development expense decreased to $255,000 for the nine months
      ended
      September 30, 2005 from $434,000 for the nine months ended September 30, 2004.




*Amortization
      of other intangibles.* Amortization
      of other intangibles increased to $564,000 for the nine months ended September
      30, 2005 from $534,000 for the nine months ended September 30, 2004.




*Settlement
      gains, net* .
      The
      Company entered into agreements with certain of its creditors to relieve the
      Company of certain debts. As a result, the Company recorded settlement gains
      totaling $1.5 million in 2004.




*Interest
      income (expense), net* .
      Interest income increased to $105,000 for the nine months ended September 30,
      2005 from interest expense of $1.0 million for the nine months ended September
      30, 2004. This change was primarily due to the amortization of deferred debt
      expense and discount recorded on bridge notes payable during the three months
      ended March 31, 2004.




***Wireless
      Data Solutions Segment***





*Subscriber
      revenue.* Subscriber
      revenue decreased 57%, to $2.0 million for the nine months ended September
      30,
      2005 from $4.6 million for the nine months ended September 30, 2004. This
      decrease was primarily due to declines in our full service offering subscriber
      base and was partially offset by increased subscribers to our value added
      WyndPower service. Our subscriber base decreased to 45,021 **** subscribers
      at September 30, 2005 from 61,171 subscribers at September 30, 2004. Our ARPU
      decreased to $4.33 for the nine months ended September 30, 2005 from $7.49
      for
      the nine months ended September 30, 2004.




*Relay
      services revenue.* We
      began providing relay services in late March 2005 and recognized $774,000 of
      relay service revenue for the nine months ended September 30, 2005. We did
      not
      provide relay services for the corresponding prior period.




*Equipment
      revenue.* Equipment
      revenue increased to $297,000 for the nine months ended September 30, 2005
      from
      $156,000 **** for
      the
      nine months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product
      line.




-16-


*Other
      revenue.* Other
      revenue increased to $676,000 for the nine months ended September 30, 2005
      from
      $163,000 for the nine months ended September 30, 2004. This increase primarily
      reflects commissions from the acquisition of subscribers on behalf of various
      wireless network providers.




*Cost
      of subscriber airtime.* Cost
      of subscriber airtime decreased 66%, to $727,000 for the nine months ended
      September 30, 2005 from $2.1 million for the nine months ended September 30,
      2004. This decrease was primarily due to the decrease in our subscriber base
      described above.





*Cost
      of network operations.* Cost
      of network operations decreased to $152,000 for the nine months ended September
      30, 2005 from $580,000 for the nine months ended September 30, 2004 as a result
      of the consolidation of our GoWeb and WyndTell production systems into a single
      data center operated by a third party provider.




*Cost
      of equipment revenue.* Cost
      of equipment revenue increased 156%, to $382,000 for the nine months ended
      September 30, 2005 from $149,000 **** for
      the
      nine months ended September 30, 2004. This increase was primarily due to higher
      sales of mobile devices as a result of our Global Interactive product
      line.




*Sales
      and marketing.* Sales
      and marketing expenses increased to $773,000 **** for
      the
      nine months ended September 30, 2005 from $543,000 **** for
      the
      nine months ended September 30, 2004. This increase primarily was due to our
      introduction of new products and services to the consumer marketplace as well
      as
      increased payments to third parties as compensation for marketing these
      products.




*General
      and administrative.* General
      and administrative expenses decreased 24%, to $1,855,000 **** for
      the
      nine months ended September 30, 2005 from $2,430,000 **** for
      the
      nine months ended September 30, 2004. This decrease was primarily due to
      decreased salaries and benefits for personnel performing general corporate
      activities and decreased facility costs due to our consolidation of operations
      completed during April of 2004.




*Research
      and development* .
      Research and development expense decreased to $255,000 for the nine months
      ended
      September 30, 2005 from $434,000 for the nine months ended September 30,
      2004.




*Amortization
      of other intangibles.* Amortization
      of other intangibles increased to $564,000 for the nine months ended September
      30, 2005 from $534,000 for the nine months ended September 30,
      2004.




*Settlement
      gains, net* .
      The
      Company entered into agreements with certain of its creditors to relieve the
      Company of certain debts. As a result, the Company has recorded settlement
      gains
      totaling $1.5 million in 2004.




***Prepaid
      Services Segment***





We
      have
      provided certain information regarding results for the nine months ended
      September 30, 2005. We did not market prepaid calling cards for the
      corresponding prior period.





*Prepaid
      services revenue.* We
      began marketing prepaid calling cards in late 2004 and recognized $2.5 million
      of prepaid service revenue for the nine months ended September 30, 2005.




*Equipment
      revenue.* We
      recognized $64,000 of equipment revenue from ClearMobile, our prepaid phone
      product line for the nine months ended September 30, 2005.




*Cost
      of prepaid services revenue.* We
      began marketing prepaid calling cards in late 2004 and incurred $2.7 million
      of
      costs related to prepaid service revenue for the nine months ended September
      30,
      2005.





*Cost
      of network operations.* Cost
      of network operations related to our prepaid calling cards was $91,000 for
      the
      nine months ended September 30, 2005.




*Cost
      of equipment revenue.* Cost
      of equipment revenue was $54,000 for the nine months ended September 30,
      2005.




*General
      and administrative.* General
      and administrative expenses were $363,000 for the nine months ended September
      30, 2005.




-17-


***Corporate
      Segment***





*General
      and administrative.* General
      and administrative expenses decreased to $1.1 million **** for
      the
      nine months ended September 30, 2005 from $1.6 million **** for
      the
      nine months ended September 30, 2004. This decrease was primarily due to
      decreased salaries and benefits for personnel performing general corporate
      activities.




*Interest
      income (expense), net* .
      Interest income increased to $105,000 for the nine months ended September 30,
      2005 from interest expense of $1.0 million for the nine months ended September
      30, 2004. This change was primarily due to the amortization of deferred debt
      expense and discount recorded on bridge notes payable during the three months
      ended March 31, 2004




**Liquidity
      and Capital Resources**




Since
      our
      inception, we financed our operations through a public offering and private
      placements of our equity securities. We have incurred significant operating
      losses since our inception and as of September 30, 2005 have an accumulated
      deficit of $271.9 million. During the nine months ended September 30, 2005,
      we
      incurred a net loss of $3.0 million, used $1.8 million of cash to fund operating
      activities and overall experienced a decline of $2.2 million in our cash and
      cash equivalents. We currently anticipate that our available cash resources
      will
      be sufficient to fund our operating needs for at least the next 12 months.
      At
      this time, we do not have any bank credit facility or other working capital
      credit line under which we may borrow funds for working capital or other general
      corporate purposes.




Net
      cash
      used in operating activities amounted to $1.8 million for the nine months
      ended September 30, 2005 principally reflecting our net loss and an increase
      in
      our merchandise inventories and prepaid expenses which was more than offset
      by a
      reduction in other receivables.




We
      used
      $302,000 in cash from investing activities during the nine months ended
      September 30, 2005, which primarily resulted from merger related costs,
      purchases of equipment and capitalized costs associated with the development
      of
      our i711.com branded
      Internet service. This was partially offset by a reduction in cash required
      to
      support a letter of credit.




Net
      cash
      used in financing activities was $36,000 for the nine months ended September
      30,
      2005, which resulted from payments made on capital lease obligations. This
      was
      partially offset by the issuance of stock from exercise of certain
      warrants.




As
      of
      September 30, 2005, our principal commitments consisted of obligations
      outstanding under operating leases. As of September 30, 2005, future minimum
      payments for non-cancelable operating leases having terms in excess of one
      year
      amounted to $499,000, of which approximately $287,000 **** is
      payable in the next twelve months.




The
      following table summarizes GoAmerica’s contractual obligations at September 30,
      2005, and the effect such obligations are expected to have on its liquidity
      and
      cash flow in future periods.




September
                30, (In thousands)
            
            Total
            
            Less
                than
              1
                Year
            
            1-3
                Years
            
            4-5
                Years
            
            After
                5 YearsContractual
                Obligations:Capital
                Lease Obligations
            
            $
            37
            
            $
            37
            
            $
            —
            
            $
            —
            
            $
            —Operating
                Lease
              Obligation
            
            
            499
            
            
            287
            
            
            212
            
            
            —
            
            
            —Total
                Contractual Cash
              Obligation
            
            $
            536
            
            $
            324
            
            $
            212
            
            $
            —
            
            $
            —Other
                Commercial Commitments:Standby
                Letter of Credit
            
            $
            300
            
            $
            300
            
            $
            —
            
            $
            —
            
            $
            —Total
                Commercial Commitments
            
            $
            300
            
            $
            300
            
            $
            —
            
            $
            —
            
            $
            —







-18-




On
      May 2,
      2005, the Company entered into a short term loan agreement with Hands On Video
      Relay Services, Inc., a Delaware corporation, and Hands On Sign Language
      Services, Inc., a California corporation (collectively, "Hands On”). We may be
      required to loan Hands On up to an aggregate of $1,000,000 under the loan
      agreement under certain circumstances. Pursuant to that agreement, all amounts
      that the Company advances to Hands On will be secured, initially, by the assets
      acquired with such funds and will bear interest at a defined prime rate. If
      Hands On breaches any material provision of any definitive agreement, the
      balance of principal and accrued interest will become immediately due and
      payable and Hands On will grant the Company a broader security interest in
      substantially all of Hands On's assets until amounts due under the loan
      agreement are paid. As of September 30, 2005, the Company had advanced $350,000
      to Hands On under the loan agreement.




**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 successfully
      manage
      our relationship with EarthLink; (iii) our dependence on EarthLink to
      provide billing, customer and technical support to certain of our subscribers;
      (iv) our ability to respond to the rapid technological change of the
      wireless data industry and offer new services; (v) our dependence on
      wireless carrier networks; (vi) our ability to respond to increased
      competition in the wireless data industry; (vii) our ability to integrate
      acquired businesses and technologies, including Hands On (if the mergers are
      completed); (viii) our ability to generate revenue growth; (ix) our ability
      to
      increase or maintain gross margins, profitability, liquidity and capital
      resources; (x) difficulties inherent in predicting the outcome of regulatory
      processes; (xi) our limited experience in offering prepaid calling cards: and
      (xii) difficulty in predicting the consequences of our entering into a merger
      agreement with Hands On. Many of such risks and others are more fully described
      in the Risk Factors set forth in Exhibit 99.1 to our Annual Report on Form
      10-K
      for the year ended December 31, 2004. Our actual results could differ materially
      from the results expressed in, or implied by, such forward-looking
      statements *.*




**Recent
      Accounting Pronouncements**




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




-19-




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




In
      December 2004, the FASB issued SFAS 123R, "Share-Based Payment". SFAS 123R
      establishes that employee services received in exchange for share-based payment
      result in a cost that should be recognized in the income statement as an expense
      when the services are consumed by the enterprise. It further establishes that
      those expenses be measured at fair value determined as of the grant date. The
      provisions of SFAS 123R become effective with respect to the Company on January
      1, 2006. The Company is currently evaluating the effect the adoption of SFAS
      123R will have on our financial condition and results of
      operations.




**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, 2005, 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 $53,000 based on cash and cash equivalent balances at September
      30, 2005. We currently hold no derivative instruments and do not earn
      foreign-source income.




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




*Evaluation
      of disclosure controls and procedures.*





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




*Changes
      in internal controls.*





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




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





**Item
      6. Exhibits.**




2.1
              Waiver
                  and Supplemental Agreement, dated as of October 28, 2005, among
                  Hands On
                  Video Relay Services, Inc., Hands On Sign Language Services, Inc.,
                  Denise
                  and Ronald Obray, and GoAmerica, Inc.3.1
              Restated
                  Certificate of Incorporation, as filed with the Secretary of State
                  of the
                  State of Delaware on August 18, 2005.10.1
              Amended
                  and Restated Employment Agreement by and between GoAmerica and
                  Daniel R.
                  Luis, dated as of November 8, 2005.10.2
              Amended
                  and Restated Employment Agreement by and between GoAmerica and
                  Donald G.
                  Barnhart, dated as of November 8, 2005.10.3
              Amended
                  and Restated Employment Agreement by and between GoAmerica and
                  Jesse Odom,
                  dated as of November 8, 2005.10.4
              Employment
                  Agreement by and between GoAmerica and Wayne D. Smith, dated as
                  of
                  November 8, 2005.31.1
              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.


-21-





**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,
              INCDATE: November
              11, 2005
            By:
            /s/
              Daniel R. LuisDaniel R. Luis
              Chief Executive Officer
              (Principal Executive Officer)DATE:November
              11, 2005
            By:
            /s/ Donald G. BarnhartDonald
                G. Barnhart
              Chief
                Financial Officer
              (Principal
                Financial and Accounting Officer)


.




-22-





Exhibit
      Index




Exhibit
                  No.
              Description
                  of Document****2.1
              Waiver
                  and Supplemental Agreement, dated as of October 28, 2005, among
                  Hands On
                  Video Relay Services, Inc., Hands On Sign Language Services, Inc.,
                  Denise
                  and Ronald Obray, and GoAmerica, Inc.3.1
              Restated
                  Certificate of Incorporation, as filed with the Secretary of State
                  of the
                  State of Delaware on August 18, 2005.10.1
              Amended
                  and Restated Employment Agreement by and between GoAmerica and
                  Daniel R.
                  Luis, dated as of November 8, 2005.10.2
              Amended
                  and Restated Employment Agreement by and between GoAmerica and
                  Donald G.
                  Barnhart, dated as of November 8, 2005.10.3
              Amended
                  and Restated Employment Agreement by and between GoAmerica and
                  Jesse Odom,
                  dated as of November 8, 2005.10.4
              Employment
                  Agreement by and between GoAmerica and Wayne D. Smith, dated as
                  of
                  November 8, 2005.31.1
              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.


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