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, 2006
                          Commission File No. 0-29359

                                 GoAmerica, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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

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 a large  accelerated
filer,  an  accelerated  filer or a  non-accelerated  filer.  See  definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large Accelerated Filer |_|    Accelerated Filer |_|   Non-accelerated filer |X|

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

                     Yes: |_|                      No: |X|

      Indicate  the  number of shares  outstanding  of each of the  Registrant's
classes of common stock, as of October 31, 2006:

                   Class                              Number of Shares
                   -----                              ----------------
        Common Stock, $.01 par value                      2,338,451

<PAGE>

                                 GOAMERICA, INC.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I.   FINANCIAL INFORMATION.............................................   1

     Item 1.  Financial Statements (September 30, 2006
                and 2005 are unaudited).....................................   1

              Condensed Consolidated Balance Sheets as of September 30, 2006
                and December 31, 2005.......................................   2

              Condensed Consolidated Statements of Operations for the Three
                and Nine Months Ended September 30, 2006 and 2005...........   3

              Condensed Consolidated Statements of Cash Flows for the
                Nine Months Ended September 30, 2006 and 2005...............   4

              Notes to Condensed Consolidated Financial Statements..........   5

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

              General.......................................................  12

              Critical Accounting Policies and Estimates....................  12

              Results of Operations.........................................  13

              Liquidity and Capital Resources...............................  17

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk....  19

     Item 4.  Controls and Procedures.......................................  19

PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings.............................................  20

     Item 6.  Exhibits......................................................  20

SIGNATURES..................................................................  21


                                      - i -

<PAGE>

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements


                                     - 1 -
<PAGE>

                                 GOAMERICA, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                                  September 30,        December 31,
                                                                                                      2006                 2005
                                                                                                  ---------------------------------
                                                                                                   (Unaudited)
<S>                                                                                                 <C>                 <C>
Assets
Current assets:
      Cash and cash equivalents ............................................................        $   3,646           $   4,804
      Accounts receivable, net .............................................................            1,733                 931
      Merchandise inventories, net .........................................................              412                 161
      Prepaid expenses and other current assets ............................................              708                 110
      Assets of discontinued operations ....................................................              147                 378
                                                                                                    ---------           ---------
Total current assets .......................................................................            6,646               6,384

Restricted cash ............................................................................               --                 300
Property, equipment and leasehold improvements, net ........................................              542                 575
Goodwill, net ..............................................................................            6,000               6,000
Other assets ...............................................................................              140                 816
                                                                                                    ---------           ---------
                                                                                                    $  13,328           $  14,075
                                                                                                    =========           =========

Liabilities and stockholders' equity
Current liabilities:
      Accounts payable .....................................................................        $   1,043           $     765
      Accrued expenses .....................................................................            1,103                 554
      Deferred revenue .....................................................................               89                  66
      Other current liabilities ............................................................               62                  19
      Liabilities of discontinued operations ...............................................               92                 173
                                                                                                    ---------           ---------
Total current liabilities ..................................................................            2,389               1,577

Other long term liabilities ................................................................               86                  --

Commitments and contingencies

Stockholders' equity:
      Common stock,  $.01 par value, authorized: 200,000,000 shares in
      2006 and 2005; issued: 2,362,514 in 2006 and 2005 ....................................               24                  24
      Additional paid-in capital ...........................................................          286,228             287,137
      Deferred employee compensation .......................................................               --              (1,230)
      Accumulated deficit ..................................................................         (275,213)           (273,247)
      Treasury stock, at cost, 24,063 shares in 2006 and 2005 ..............................             (186)               (186)
                                                                                                    ---------           ---------
Total stockholders' equity .................................................................           10,853              12,498
                                                                                                    ---------           ---------
                                                                                                    $  13,328           $  14,075
                                                                                                    =========           =========
</TABLE>

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


                                     - 2 -
<PAGE>

                                 GOAMERICA, INC.

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

<TABLE>
<CAPTION>
                                                                 Three Months Ended September 30,    Nine Months Ended September 30,
                                                                 -------------------------------------------------------------------
                                                                     2006              2005              2006               2005
                                                                 -------------------------------------------------------------------
<S>                                                               <C>               <C>               <C>               <C>
Revenues:
      Subscriber ...........................................      $       328       $       548       $       934       $     1,967
      Relay services .......................................            3,497               329             5,325               774
      Commissions ..........................................              559               255             2,045               549
      Equipment ............................................              165               120               266               297
      Other ................................................                2                15                 5               127
                                                                  -----------       -----------       -----------       -----------
                                                                        4,551             1,267             8,575             3,714
Costs and expenses:
      Cost of subscriber airtime ...........................              265               208               569               727
      Cost of equipment revenue ............................              178               138               380               382
      Cost of network operations ...........................               27                35                81               152
      Cost of relay services ...............................            2,342                --             3,034                --
      Sales and marketing ..................................              689               320             1,709               773
      General and administrative ...........................            1,105               911             3,267             2,973
      Research and development .............................               38                96               271               255
      Depreciation and amortization ........................              104               119               374               375
      Amortization of other intangibles ....................               --               122                --               564
                                                                  -----------       -----------       -----------       -----------
                                                                        4,748             1,949             9,685             6,201
                                                                  -----------       -----------       -----------       -----------

Loss from operations .......................................             (197)             (682)           (1,110)           (2,487)

Other income (expense):
       Terminated merger costs .............................               --                --              (431)               --
       Interest income (expense), net ......................               46                29               146               105
                                                                  -----------       -----------       -----------       -----------

Total other income (expense), net ..........................               46                29              (285)              105
                                                                  -----------       -----------       -----------       -----------
Loss from continuing operations ............................             (151)             (653)           (1,395)           (2,382)

Loss from discontinued operations ..........................             (371)             (341)             (571)             (655)
                                                                  -----------       -----------       -----------       -----------

Net loss ...................................................      $      (522)      $      (994)      $    (1,966)      $    (3,037)
                                                                  ===========       ===========       ===========       ===========

Loss per share-Basic and Diluted:
      Loss from continuing operations ......................      $     (0.07)      $     (0.32)      $     (0.60)      $     (1.14)
      Loss from discontinued operations ....................            (0.15)            (0.16)            (0.24)            (0.31)
                                                                  -----------       -----------       -----------       -----------
Basic and Diluted net loss per share .......................      $     (0.22)      $     (0.48)      $     (0.84)      $     (1.45)
                                                                  ===========       ===========       ===========       ===========

Weighted average shares used in computation of basic
   and diluted  net loss per share .........................        2,338,451         2,093,451         2,338,451         2,093,445
</TABLE>

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


                                     - 3 -
<PAGE>

                                 GOAMERICA, INC.

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

<TABLE>
<CAPTION>
                                                                                                    Nine Months Ended September 30,
                                                                                                    -------------------------------
                                                                                                        2006              2005
                                                                                                    -------------------------------
<S>                                                                                                   <C>                <C>
Operating activities
Net loss .....................................................................................        $(1,966)           $(3,037)
Adjustments to reconcile loss to net cash used in operating activities:
   Depreciation and amortization of fixed assets .............................................            374                375
   Amortization of other intangible assets ...................................................             --                564
   Provision for losses on accounts receivable ...............................................            196                 36
   Non cash employee compensation ............................................................            321                 --
   Write off of capitalized terminated merger costs ..........................................            431                 --
   Changes in operating assets and liabilities:
     Increase in accounts receivable .........................................................           (791)               (66)
     Decrease in other receivables ...........................................................             --                732
     Increase in merchandise inventories .....................................................           (251)              (211)
     Increase in prepaid expenses and other current assets ...................................           (145)              (137)
     Increase in accounts payable ............................................................            278                322
     Increase (decrease) in accrued expenses .................................................            519               (202)
     Decrease in deferred revenue ............................................................            (16)              (199)
                                                                                                      -------            -------
Net cash used in operating activities ........................................................         (1,050)            (1,823)

Investing activities
Change in other assets and restricted cash ...................................................             83               (186)
Purchase of property, equipment and leasehold improvements ...................................           (147)              (116)
                                                                                                      -------            -------
Net cash used in investing activities ........................................................            (64)              (302)

Financing activities
Issuance of common stock for exercise of stock options and warrants ..........................             --                  2
Payments made on capital lease obligations ...................................................            (44)               (38)
                                                                                                      -------            -------
Net cash used in financing activities ........................................................            (44)               (36)
                                                                                                      -------            -------

Net decrease in cash and cash equivalents ....................................................         (1,158)            (2,161)
Cash and cash equivalents at beginning of period .............................................          4,804              7,098
                                                                                                      -------            -------
Cash and cash equivalents at end of period ...................................................        $ 3,646            $ 4,937
                                                                                                      =======            =======

Supplemental Disclosure of Cash Flow Information:

Cash paid for Interest .......................................................................        $     7            $    --

Supplemental Disclosure of Non-Cash Investing Activities:

Acquisition of equipment through capital leases ..............................................        $   161            $    74
</TABLE>

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


                                     - 4 -
<PAGE>

                                 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, 2006 and the results
of its  operations and its cash flows for the three and nine month periods ended
September  30,  2006 and  2005.  These  financial  statements  should be read in
conjunction with the Company's  audited  financial  statements and notes thereto
included in the  Company's  Annual Report on Form 10-K (as amended) for the year
ended December 31, 2005.

      On  September  1, 2006,  the Company  entered  into an  agreement  to sell
GoAmerica  Marketing,  Inc. dba GA Prepaid ("GA  Prepaid"),  its prepaid calling
card  division,  effective  August 31,  2006,  at which time the Company  ceased
offering prepaid calling cards. The sale closed on October 2, 2006. (see note 7)

      The Company operates in a highly competitive  environment subject to rapid
technological  change  and  emergence  of new  technology.  Although  management
believes its services are transferable to emerging  technologies,  rapid changes
in  technology  could  have an  adverse  financial  impact  on the  Company.  In
addition, a total of 12% and 24% of the Company's revenue for the three and nine
months ended  September 30, 2006 was earned through  commissions  derived from a
master dealer agreement with T-Mobile.

      The Company has incurred significant  operating losses since its inception
and, as of September 30, 2006,  has an accumulated  deficit of $275,213.  During
the nine months ended  September  30, 2006,  the Company  incurred a net loss of
$1,966 and used $1,050 of cash to fund operating activities. As of September 30,
2006, the Company had $3,646 in cash and cash equivalents.

      Results for the interim period are not  necessarily  indicative of results
that may be  expected  for the  entire  year or for any  other  interim  period.
Certain  reclassifications  have been made to the previously filed September 30,
2005 financial statements in order to conform them to the current  presentation.
Such reclassifications had no effect on the Company's reported net loss.

Note 2 - Significant Accounting Policies:

Revenue Recognition-Relay Services



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


                                     - 5 -
<PAGE>

Recent Accounting Pronouncements

      In   September   2006,   the  FASB  issued  SFAS  No.  157,   "Fair  Value
Measurements,"  to eliminate  the  diversity in practice  that exists due to the
different  definitions of fair value and the limited guidance for applying those
definitions in GAAP that are dispersed among the many accounting  pronouncements
that require fair value  measurements.  SFAS No. 157 retains the exchange  price
notion in earlier  definitions  of fair value,  but clarifies  that the exchange
price is the price in an orderly transaction between market participants to sell
an asset or liability in the principal or most advantageous market for the asset
or liability.  Moreover, the SFAS states that the transaction is hypothetical at
the measurement date,  considered from the perspective of the market participant
who holds the asset or  liability.  Consequently,  fair  value is defined as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly  transaction  between market participants at the measurement date (an
exit price),  as opposed to the price that would be paid to acquire the asset or
received to assume the liability at the measurement date (an entry price).

      SFAS No. 157 also  stipulates  that, as a market-based  measurement,  fair
value  measurement  should be determined  based on the  assumptions  that market
participants would use in pricing the asset or liability, and establishes a fair
value hierarchy that distinguishes  between (a) market  participant  assumptions
developed  based  on  market  data  obtained  from  sources  independent  of the
reporting  entity  (observable  inputs)  and  (b)  the  reporting  entity's  own
assumptions  about market  participant  assumptions  developed based on the best
information available in the circumstances  (unobservable inputs). Finally, SFAS
No. 157 expands  disclosures  about the use of fair value to measure  assets and
liabilities  in interim and annual  periods  subsequent to initial  recognition.
Entities are encouraged to combine the fair value  information  disclosed  under
SFAS No. 157 with the fair value  information  disclosed under other  accounting
pronouncements,  including  SFAS  No.  107,  "Disclosures  about  Fair  Value of
Financial  Instruments,"  where  practicable.  The  guidance  in this  Statement
applies for derivatives and other financial  instruments  measured at fair value
under  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities," at initial recognition and in all subsequent periods.

      SFAS No. 157 is effective for financial statements issued for fiscal years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years,  although earlier  application is encouraged.  Additionally,  prospective
application of the provisions of SFAS No. 157 is required as of the beginning of
the  fiscal  year  in  which  it  is  initially  applied,  except  when  certain
circumstances  require  retrospective  application.  The  Company  is  currently
evaluating  the  impact  of this  statement  on its  results  of  operations  or
financial position of the Company

      In July 2006, the Financial  Accounting Standards Board ("FASB") published
FASB Interpretation No. 48 ("FIN No. 48"),  Accounting for Uncertainty in Income
Taxes, to address the  noncomparability  in reporting tax assets and liabilities
resulting  from a lack of  specific  guidance  in FASB  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 109,  Accounting  for Income  Taxes,  on the
uncertainty in income taxes recognized in an enterprise's  financial statements.
FIN No. 48 will apply to fiscal years  beginning  after December 15, 2006,  with
earlier  adoption  permitted.  The  adoption of FIN 48 is not expected to have a
material effect on the Company's financial condition or results of operations.

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

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


                                     - 6 -
<PAGE>

      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 became  effective as of the beginning of the first
annual reporting period that begins after June 15, 2005. Furthermore, the Office
of the Chief Accountant (OCA) of the Securities and Exchange  Commission  issued
Staff   Accounting   Bulletin  107  to  provide   clarification   of  the  OCA's
interpretation  of  SFAS  123R  as  it  applies  to  share  based   compensation
arrangements for both employees and non employees. The Company has evaluated the
effect of the adoption of SFAS 123R and has concluded  that its adoption did not
have a material  affect on the  Company's  financial  condition  and  results of
operations (see Note 5).

Note 3 - Earnings (Loss) Per Share:

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

      Under  the  provisions  of SFAS 128 and SAB 98,  basic  loss per  share is
computed  by   dividing   the   Company's   net  loss  for  the  period  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share  excludes  potential  common  shares if the effect is
anti-dilutive.  Diluted loss per share is determined in the same manner as basic
loss per share except that the number of shares is increased  assuming  exercise
of dilutive stock options and warrants  using the treasury stock method.  As the
Company had a net loss, the impact of the assumed  exercise of the stock options
and warrants is anti-dilutive and as such, these amounts have been excluded from
the  calculation of diluted loss per share.  For the nine months ended September
30,  2006 and 2005,  181,428  and  173,532 of common  stock  equivalent  shares,
respectively,  were excluded from the computation of diluted net loss per share,
respectively.

Note 4 - Goodwill:

      The Company follows SFAS No. 142, "Goodwill and Other Intangible  Assets".
Under SFAS No. 142,  goodwill and other intangible  assets with indefinite lives
are no  longer  amortized  but are  reviewed  for  impairment  annually  or more
frequently if impairment  indicators arise. The Company's  goodwill is contained
in its Wynd reporting  unit. The Company  believes there are no such  impairment
indicators relative to this reporting unit at September 30, 2006.

Note 5 - Stock-based Compensation:

      The Company has a stock-based compensation program that provides our Board
of Directors  broad  discretion in creating  employee  equity  incentives.  This
program includes  incentive and non-statutory  stock options and nonvested stock
awards  (also known as  restricted  stock)  granted  under  various  plans,  the
majority of which are  stockholder  approved.  As of  September  30,  2006,  the
Company had  approximately  455,443  shares of common stock  reserved for future
issuance under our equity compensation plan and stock purchase plan.

      Effective  January 1, 2006,  the Company  adopted the  provisions  of SFAS
123R,  requiring  us to  recognize  expense  related  to the  fair  value of our
stock-based  compensation  awards.  The  Company  elected  to use  the  modified
prospective transition method as permitted by SFAS 123R and, therefore,  we have
not restated our  financial  results for prior  periods.  Under this  transition
method,  stock-based  compensation  expense for the three and nine months  ended
September  30,  2006   includes   compensation   expense  for  all   stock-based
compensation  awards  granted  prior to, but not yet vested as of  December  31,
2005,  based on the grant  date fair  value  estimated  in  accordance  with the
original provisions of SFAS 123. The Company did not issue any new stock options
during the nine month period ended  September 30, 2006.  The Company  recognizes
compensation  expense for stock option awards on a straight-line  basis over the
requisite  service period of the award. The Company's  adoption of SFAS 123R had
no effect on the  Company's  basic and diluted  loss per share for the three and
nine months ended September 30, 2006.


                                     - 7 -
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Three Months Ended    Nine Months Ended
                                                                                   September 30, 2006    September 30, 2006
                                                                                   ------------------    -----------------
<S>                                                                                      <C>                  <C>
Selling, general and administrative .........................................            $  108               $  321
                                                                                         ------               ------
Stock-based compensation expense before income taxes ........................               108                  321
Income tax benefit ..........................................................                --                   --
                                                                                         ------               ------
Total stock-based compensation expense after income taxes ...................            $  108               $  321
                                                                                         ======               ======
</TABLE>

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

      The following  table  illustrates the effect on net loss after tax and net
loss per common  share as if the Company had applied the fair value  recognition
provisions  of SFAS 123 to  stock-based  compensation  during the three and nine
month periods ended September 30, 2005:

<TABLE>
<CAPTION>
                                                                                          Three months ended     Nine months ended
                                                                                          September 30, 2005    September 30, 2005
                                                                                          ------------------    ------------------
<S>                                                                                           <C>                    <C>
Net loss, as reported ................................................................        $    (994)             $  (3,037)
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)                (1,239)
                                                                                              ---------              ---------
Pro forma net loss ...................................................................        $  (1,407)             $  (4,276)
                                                                                              =========              =========
Loss per share - basic, as reported ..................................................        $   (0.48)             $   (1.45)
                                                                                              =========              =========
Loss per share - diluted, as reported ................................................        $   (0.48)             $   (1.45)
                                                                                              =========              =========
Pro forma loss per share - basic .....................................................        $   (0.67)             $   (2.04)
                                                                                              =========              =========
Pro forma loss per share - diluted ...................................................        $   (0.67)             $   (2.04)
                                                                                              =========              =========
</TABLE>

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


                                     - 8 -
<PAGE>

      Stock option  activity for the nine months ended September 30, 2006, is as
follows:

<TABLE>
<CAPTION>
                                                                                   Weighted-Average     Aggregate
                                                                                   ----------------  Intrinsic Value
                                                  Number of    Weighted-Average       Remaining      ---------------
                                                   Options      Exercise Price     Contractual Life
                                                  ---------    ----------------    ----------------
<S>                                                 <C>             <C>                  <C>             <C>
Outstanding at January 1, 2006 ...............      97,108          $72.59
Granted ......................................          --              --
Exercised ....................................          --              --
Cancelled ....................................          --              --
                                                    ------
Outstanding at September 30, 2006 ............      97,108          $72.59               4.01            $   10
                                                    ======
Exercisable at September 30, 2006 ............      92,108          $76.41               4.27            $    5
                                                    ======
</TABLE>

      The  aggregate  intrinsic  value in the table above  represents  the total
pretax intrinsic value (i.e., the difference between the Company's closing stock
price on the last  trading  day of our third  quarter  of 2006 and the  exercise
price,  times the number of shares) that would have been  received by the option
holders had all option holders exercised their in the money options on September
30, 2006.  This amount  changes  based on the fair market value of the Company's
stock.

      As  of  September  30,  2006,   approximately  $4  of  total  unrecognized
compensation  cost related to stock options is expected to be recognized  over a
weighted-average period of 2 years.

      The following table  summarizes the Company's  nonvested  restricted stock
activity for the nine months ended September 30, 2006:

                                                                       Weighted
                                                                        Average
                                                          Number of   Grant Date
                                                           Shares     Fair Value
                                                          ---------   ----------
Non vested stock at December 31, 2005..................    245,000      $ 5.24
Granted................................................         --          --

Vested.................................................         --          --
Forfeited..............................................         --          --
                                                           -------      ------
Non vested stock at September 30, 2006.................    245,000      $ 5.24
                                                           =======      ======

      As part of the  adoption  of SFAS 123R,  effective  January  1, 2006,  the
Company  eliminated  $1,230 of deferred  employee  compensation  against paid in
capital. As of September 30, 2006, $909 of total unrecognized compensation costs
is expected to be recognized over the remaining  service period of 2 years.  The
Company recognized $108 and $321 of expense related to the amortization of these
restricted  stock awards  during the three and nine months ended  September  30,
2006, respectively.

Note 6 - Contingencies:

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


                                     - 9 -
<PAGE>

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

Note 7 - Discontinued Operations:

      On  September  1, 2006,  the Company  entered  into an  agreement  to sell
GoAmerica  Marketing,  Inc., dba GA Prepaid ("GA Prepaid"),  its prepaid calling
card division, effective August 31, 2006. The sale closed on October 2, 2006 and
the  Company  recognized  a gain on  sale  of $6.  The  Company  received  total
consideration  of $131 which  consisted of the purchase price of $75 and working
capital  reimbursements  totaling  $56.  The Company was paid $20 at closing and
$111  is  payable  under a  guaranteed  promissory  note  payable  in 5  monthly
installments beginning on October 31, 2006.

      Total revenues related to the discontinued operations were $894 and $1,027
and $3,644 and $2,452 for the three and nine months ended September 30, 2006 and
2005,  respectively.  The  assets  and  liabilities  of  GA  Prepaid  have  been
classified as assets and liabilities of discontinued operations in the Condensed
Consolidated Balance Sheets and the results of operations have been reclassified
as loss from discontinued  operations in the Condensed Consolidated Statement of
Operations for all dates and periods presented.

      The carrying  values of the major classes of assets and liabilities of the
prepaid division are as follows:

                                                    September 30,   December 31,
                                                        2006            2005
                                                    ----------------------------
Assets:

Accounts receivable, net ..........................     $ 16            $223
Prepaid expenses and other current assets .........       62              25
Property and equipment, net .......................       69             102
Other assets ......................................       --              28
                                                        ----            ----

Total .............................................     $147            $378
                                                        ====            ====

Liabilities:

Accounts payable and accrued expenses .............     $ 79            $122
Capital lease obligations .........................       13              25
Deferred income ...................................       --              26
                                                        ----            ----

Total .............................................     $ 92            $173
                                                        ====            ====

Note 8 - Termination of Hands On Merger Agreement:

      On May 2, 2005, the Company  entered into a short term loan agreement with
Hands On Video Relay Services,  Inc., a Delaware corporation,  and Hands On Sign
Language Services,  Inc., a California corporation  (collectively,  "Hands On").
Pursuant to that  agreement,  all amounts that the Company  advanced to Hands On
are secured,  initially, by the assets acquired with such funds with interest at
a defined prime rate.

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


                                     - 10 -
<PAGE>

      The details of this loan  receivable as of September 30, 2006 and December
31, 2005 are as follows:

                                                    September 30,   December 31,
                                                        2006            2005
                                                    ----------------------------
                                                     (Unaudited)
Current portion, included in prepaid expenses
  and other current assets .......................      $490            $ --

Long term portion, included in other assets ......        72             531
                                                        ----            ----

Total ............................................      $562            $531
                                                        ====            ====

      The Company  recorded $27 of interest  income on these advances during the
nine months ended September 30, 2006. Accrued interest receivable totaled $29 as
of September 30, 2006. As a result of the  termination of the merger  agreement,
repayment  obligations began July 1, 2006 and were scheduled to continue through
March 2008.  The Company  received all such  payments due through  September 30,
2006,  however,  Hands On failed to make subsequent  payments due in October and
November 2006 and all remaining  amounts  outstanding  under the loan  agreement
accrue  interest at the increased  rate of 12%.  Hands On has indicated  that it
does not intend to make any more payments to the Company under the current terms
of the loan agreement and that Hands On is attempting to  restructure  its debts
and raise new capital. The Company believes it has sufficient contractual rights
and legal  remedies with respect to Hands On's  indebtedness  to the Company and
therefore has not provided an allowance for doubtful collection as September 30,
2006. The Company intends to pursue  repayment  vigorously and will evaluate the
collectibility on a quarterly basis.

      At December  31,  2005,  the Company had  incurred  approximately  $280 of
merger related costs which was capitalized as an other asset.  During the period
from January 1, 2006 through  September  30, 2006,  the Company  capitalized  an
additional $151 of merger related costs.  As a result of the terminated  merger,
the Company wrote off a total of $431 of merger related expenses during the nine
months ended  September  30, 2006 and such write off is included in other income
(expense), net.

Note 9 - Subsequent Events:

      On November 7, 2006, the Company  granted to its  non-employee  members of
the Board of Directors a total of 92,500  restricted  shares of our Common Stock
pursuant to the GoAmerica,  Inc. 2005 Equity  Compensation Plan as part of their
compensation  for  service on the  Company's  Board.  Additionally,  the Company
granted  restricted stock awards covering a total of 30,000 shares of our Common
Stock to two consultants of the Company.  The shares subject to these restricted
stock awards vest over varying periods of time.


                                     - 11 -
<PAGE>

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

      General

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

      Our wireless data solutions revenues are derived from: (i) subscription to
our  value-added  wireless  data  services,  for which  customers  typically pay
monthly recurring fees, (ii) the sale of wireless  communications devices, (iii)
relay services and (iv) 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.


                                     - 12 -
<PAGE>

      Management  believes the following  critical  accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its  consolidated  financial  statements.  Historically,  we have
derived our revenue  primarily from the sale of basic and  value-added  wireless
data  services  and the  sale of  related  mobile  devices.  Subscriber  revenue
consists  primarily of monthly charges for access and usage and is recognized as
the services are provided.  Equipment revenue is recognized upon shipment to the
end user. Revenue from relay services is recognized as revenue when services are
provided or earned.  Revenue from  commissions is recognized  upon activation of
subscribers on behalf of third party wireless network providers. We estimate the
collectibility of our trade  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, 2006 and 2005,  the  percentage  relationship  to net revenues of
certain items  included in the Company's  unaudited  consolidated  statements of
operations.

<TABLE>
<CAPTION>
                                                         Three Months Ended September 30,         Nine Months Ended September 30,
                                                       -----------------------------------------------------------------------------
                      (In thousands)                     2006     2005        $         %        2006      2005        $        %
                                                       -----------------------------------------------------------------------------
<S>                                                    <C>          <C>    <C>         <C>     <C>         <C>     <C>         <C>
Revenues:
        Subscriber .................................   $   328      7.2    $   548     43.3    $   934     10.9    $ 1,967     53.0
        Relay services .............................     3,497     76.8        329     26.0      5,325     62.1        774     20.8
        Commissions ................................       559     12.3        255     20.1      2,045     23.8        549     14.8
        Equipment ..................................       165      3.6        120      9.5        266      3.1        297      8.0
        Other ......................................         2      0.1         15      1.1          5      0.1        127      3.4
                                                       -------    -----    -------    -----    -------    -----    -------    -----
                                                         4,551    100.0      1,267    100.0      8,575    100.0      3,714    100.0
Costs and expenses:
        Cost of subscriber airtime .................       265      5.8        208     16.4        569      6.6        727     19.6
        Cost of equipment revenue ..................       178      3.9        138     10.9        380      4.4        382     10.3
        Cost of network operations .................        27      0.6         35      2.8         81      0.9        152      4.1
        Cost of relay services .....................     2,342     51.5         --       --      3,034     35.4         --       --
        Sales and marketing,  net ..................       689     15.1        320     25.3      1,709     19.9        773     20.8
        General and administrative .................     1,105     24.3        911     71.8      3,267     38.1      2,973     80.0
        Research and development ...................        38      0.8         96      7.6        271      3.2        255      6.9
        Depreciation and amortization ..............       104      2.3        119      9.4        374      4.4        375     10.1
        Amortization of other intangibles ..........        --       --        122      9.6         --       --        564     15.2
                                                       -------    -----    -------    -----    -------    -----    -------    -----
                                                         4,748    104.3      1,949    153.8      9,685    112.9      6,201    167.0
                                                       -------    -----    -------    -----    -------    -----    -------    -----

Loss from operations ...............................      (197)    (4.3)      (682)   (53.8)    (1,110)   (12.9)    (2,487)   (67.0)

Other income (expense):
Terminated merger costs ............................        --       --         --       --       (431)    (5.0)        --       --
Interest income (expense), net .....................        46      1.0         29      2.3        146      1.7        105      2.8
                                                       -------    -----    -------    -----    -------    -----    -------    -----

Total other income (expense), net ..................        46      1.0         29      2.3       (285)    (3.3)       105      2.8
                                                       -------    -----    -------    -----    -------    -----    -------    -----

Loss from continuing operations ....................      (151)    (3.3)      (653)   (51.5)    (1.395)   (16.2)    (2,382)   (64.2)

Loss from discontinued operations ..................      (371)    (8.2)      (341)   (26.9)      (571)    (6.7)      (655)   (17.6)
                                                       -------    -----    -------    -----    -------    -----    -------    -----

Net loss ...........................................   $  (522)   (11.5)   $  (994)   (78.4)   $(1,966)   (22.9)   $(3,037)   (81.8)
                                                       =======    =====    =======    =====    =======    =====    =======    =====
</TABLE>


                                     - 13 -
<PAGE>

      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.

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,           Nine Months Ended September 30,
                                                  ---------------------------------------------------------------------------------
                    (In thousands)                                           Change                                    Change
                                                  ---------------------------------------------------------------------------------
                                                   2006       2005         $         %       2006       2005         $         %
                                                  ---------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>      <C>        <C>        <C>        <C>
Revenues:
        Subscriber .............................  $   328    $   548    $  (220)   (40.1)   $   934    $ 1,967    $(1,033)   (52.5)
        Relay services .........................    3,497        329      3,168    962.9      5,325        774      4,551    588.0
        Commissions ............................      559        255        304    119.2      2,045        549      1,496    272.5
        Equipment ..............................      165        120         45     37.5        266        297        (31)   (10.4)
        Other ..................................        2         15        (13)   (86.7)         5        127       (122)   (96.1)
                                                  -------    -------    -------    -----    -------    -------    -------    -----
                                                    4,551      1,267      3,284    259.2      8,575      3,714      4,861    130.9

Costs and expenses:
        Cost of subscriber airtime .............      265        208         57     27.4        569        727       (158)   (21.7)
        Cost of equipment revenue ..............      178        138         40     29.0        380        382         (2)    (0.5)
        Cost of network operations .............       27         35         (8)   (22.9)        81        152        (71)   (46.7)
        Cost of relay services .................    2,342         --      2,342       --      3,034         --      3,034       --
        Sales and marketing,  net ..............      689        320        369    115.3      1,709        773        936    121.1
        General and administrative .............    1,105        911        194     21.3      3,267      2,973                 9.9
        Research and development ...............       38         96        (58)   (60.4)       271        255         16      6.3
        Depreciation and amortization ..........      104        119        (15)   (12.6)       374        375         (1)    (0.3)
        Amortization of other intangibles ......       --        122       (122)      --         --        564       (564)  (100.0)
                                                  -------    -------    -------    -----    -------    -------    -------    -----
                                                    4,748      1,949      2,799    143.6      9,685      6,201      3,484     56.2
                                                  -------    -------    -------    -----    -------    -------    -------    -----

Loss from operations ...........................     (197)      (682)       485    (71.1)    (1,110)    (2,487)     1,377    (55.4)

Other income (expense):
Terminated merger costs ........................       --         --         --       --       (431)        --       (431)  (100.0)
Interest income (expense), net .................       46         29         17     58.6        146        105         41     39.0
                                                  -------    -------    -------    -----    -------    -------    -------    -----

Total other income (expense), net ..............       46         29         17     58.6       (285)       105       (390)  (371.4)
                                                  -------    -------    -------    -----    -------    -------    -------    -----

Loss from continuing operations ................     (151)      (653)       502    (76.9)    (1.395)    (2,382)       987    (41.4)

Loss from discontinued operations ..............     (371)      (341)       (30)     8.8      (571)      (655)        84    (12.8)
                                                  -------    -------    -------    -----    -------    -------    -------    -----

Net loss .......................................  $  (522)   $  (994)   $   472    (47.5)   $(1,966)   $(3,037)   $ 1,071    (35.3)
                                                  =======    =======    =======    =====    =======    =======    =======    =====
</TABLE>

Three months ended  September 30, 2006 Compared to Three months ended  September
30, 2005

      Subscriber revenue.  Subscriber revenue decreased 40%, to $328,000 for the
three months ended  September  30, 2006 from $548,000 for the three months ended
September 30, 2005. This decrease was primarily due to declines in our Wynd full
service  offering  subscriber  base,  as well as our  Go.Web  customers  and was
partially offset by increased  subscribers to our value-added WyndPower service.
We expect the number of our subscribers to continue to decline due to additional
deactivations in our Go.Web subscriber base.

      Relay services  revenue.  Relay services  revenue  increased 963%, to $3.5
million for the three  months  ended  September  30, 2006 from  $329,000 for the
three months ended  September  30, 2005.  This increase was primarily due to our
obtaining FCC  certification,  allowing us to bill directly for service usage as
opposed to submitting through a third party provider as in prior periods as well
as increased usage of our i711.com(R) telecommunications relay service which was
launched in March 2005. Had we not been certified,  relay services revenue would
have  increased  268%, to $1.2 million for the three months ended  September 30,
2006 from  $329,000  for the three months ended  September  30, 2005.  We expect
relay  services  revenue to increase as we expand our user base and increase the
number of  wireless  handheld  devices on which our own branded  wireless  relay
service is available.

      Commission  revenue.  We began  earning  commissions  during 2005 from our
acquisition of subscribers on behalf of various wireless  network  providers and
recognized  $559,000 of commission  revenue for the three months ended September
30, 2006 compared to $255,000 for the three months ended  September 30, 2005. We
expect commission  revenue to increase as we continue to acquire  subscribers on
behalf of various wireless network providers.

      Equipment  revenue.  Equipment revenue increased to $165,000 for the three
months  ended  September  30,  2006 from  $120,000  for the three  months  ended
September  30, 2005.  This  increase was primarily due to higher sales of mobile
devices.  We expect  equipment  revenue to  increase  as we  continue to provide
devices to new  subscribers of our Wynd services and from our sales of equipment
to subscribers on behalf of various wireless network providers.


                                     - 14 -
<PAGE>

      Other  revenue.  Other  revenue  decreased  to $2,000 for the three months
ended  September 30, 2006 from $15,000 for the three months ended  September 30,
2005. We expect other revenue to remain relatively  constant as we do not intend
to increase  consulting projects and consulting services to third parties in the
near future.

      Cost of subscriber  airtime.  Cost of subscriber airtime increased 27%, to
$265,000  for the three months ended  September  30, 2006 from  $208,000 for the
three months  ended  September  30, 2005.  This  increase was  primarily  due to
increased  costs  in our  text  based  wireless  services.  We  expect  cost  of
subscriber airtime to continue to increase due to additional subscribers for our
text based services.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$27,000 for the three months ended September 30, 2006 from $35,000 for the three
months  ended  September  30, 2005 due to  decreased  salaries  and benefits for
personnel performing network operations activities and decreased facility costs.
We expect our cost of network  operations  to decline as a percentage of revenue
during 2006.

      Cost of equipment  revenue.  Cost of equipment  revenue  increased 29%, to
$178,000  for the three months ended  September  30, 2006 from  $138,000 for the
three months ended September 30, 2005. This increase was primarily due to higher
sales of mobile devices.  We expect cost of equipment  revenue to increase as we
continue to provide devices to new subscribers of our Wynd services and from the
cost of equipment  provided to subscribers on behalf of various wireless network
providers.

      Sales and marketing.  Sales and marketing  expenses  increased to $689,000
for the three months ended September 30, 2006 from $320,000 for the three months
ended September 30, 2005. This increase primarily was due to our introduction of
new  products  and  services to the  consumer  marketplace  as well as increased
payments to third parties as  compensation  for  marketing  these  products.  We
expect sales and marketing  expenses to increase as a percentage of sales during
2006 as we continue to  introduce  new  products  and  services to the  consumer
marketplace.

      General and administrative.  General and administrative expenses increased
to  $1,105,000  for the three months ended  September 30, 2006 from $911,000 for
the three months ended  September  30, 2005.  This increase was primarily due to
increased  salaries and  benefits for  personnel  performing  general  corporate
activities,  including  $108,000 in stock-based  compensation  and was partially
offset  by  decreased   professional   services  fees.  We  expect  general  and
administrative expenses to decline as a percentage of revenue.

      Research and development.  Research and development  expense  decreased to
$38,000 for the three months ended September 30, 2006 from $96,000 for the three
months ended September 30, 2005. We expect research and development  expenses to
remain  constant as we utilize  internal  resources  to develop and maintain our
WyndTell and relay technologies rather than using outside consultants.

      Amortization of other intangibles.  The Company had recorded  amortization
of other  intangibles of $122,000 for the three months ended September 30, 2005.
The assets were fully amortized as of December 31, 2005.

      Interest income  (expense),  net. Interest income increased to $46,000 for
the three  months  ended  September  30, 2006 from  $29,000 for the three months
ended September 30, 2005.

      Discontinued  operations.  The Company  recorded a loss from  discontinued
operations of $371,000 for the three months ended September 30, 2006 compared to
$341,000 for the three months ended September 30, 2005.


                                     - 15 -
<PAGE>

Nine months ended September 30, 2006 Compared to Nine months ended September 30,
2005

      Subscriber revenue.  Subscriber revenue decreased 53%, to $934,000 for the
nine months ended September 30, 2006 from $2.0 million for the nine months ended
September 30, 2005. This decrease was primarily due to declines in our Wynd full
service  offering  subscriber  base,  as well as our  Go.Web  customers  and was
partially offset by increased subscribers to our value-added WyndPower service.

      Relay services  revenue.  Relay services  revenue  increased 588%, to $5.4
million for the nine months ended  September 30, 2006 from $774,000 for the nine
months  ended  September  30,  2005.  This  increase  was  primarily  due to our
obtaining  FCC  certification  allowing us to bill directly for service usage as
opposed to submitting through a third party provider as in prior periods as well
as increased usage of our i711.com(R) telecommunications relay service which was
launched in March 2005. Had we not been certified,  relay services revenue would
have  increased  175%,  to $2.1 million for the nine months ended  September 30,
2006 from $774,000 for the nine months ended September 30, 2005.

      Commission  revenue.  We began  earning  commissions  during 2005 from our
acquisition of subscribers on behalf of various wireless  network  providers and
recognized  $2.0  million  of  commission  revenue  for the  nine  months  ended
September 30, 2006 compared to $549,000 for the nine months ended  September 30,
2005.

      Equipment  revenue.  Equipment  revenue decreased to $266,000 for the nine
months  ended  September  30,  2006  from  $297,000  for the nine  months  ended
September  30, 2005.  This  decrease was primarily due to lower sales prices for
mobile devices.

      Other revenue. Other revenue decreased to $5,000 for the nine months ended
September 30, 2006 from  $127,000 for the nine months ended  September 30, 2005.
This decrease was primarily due to reduced consulting services.

      Cost of subscriber  airtime.  Cost of subscriber airtime decreased 22%, to
$569,000 for the nine months ended September 30, 2006 from $727,000 for the nine
months ended September 30, 2005. This decrease was primarily due to the decrease
in our subscriber base.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$81,000 for the nine months ended  September 30, 2006 from $152,000 for the nine
months  ended  September  30, 2005 due to  decreased  salaries  and benefits for
personnel performing network operations activities and decreased facility costs.

      Cost of equipment revenue. Cost of equipment revenue decreased slightly to
$380,000 for the nine months ended September 30, 2006 from $382,000 for the nine
months ended September 30, 2005.

      Sales and marketing.  Sales and marketing expenses increased to $1,709,000
for the nine months ended  September  30, 2006 from $773,000 for the nine months
ended September 30, 2005. This increase primarily was due to our introduction of
new  products  and  services to the  consumer  marketplace  as well as increased
payments to third parties as compensation for marketing these products.

      General and administrative.  General and administrative expenses increased
to $3,267,000 for the nine months ended  September 30, 2006 from  $2,973,000 for
the nine  months  ended  June 30,  2005.  This  increase  was  primarily  due to
increased  salaries and  benefits for  personnel  performing  general  corporate
activities, including approximately $321,000 in stock-based compensation.

      Research and development.  Research and development  expense  increased to
$271,000 for the nine months ended September 30, 2006 from $255,000 for the nine
months ended  September  30, 2005.  This increase was primarily due to increased
salaries  and  benefits  for  personnel   performing  research  and  development
activities.

      Amortization of other intangibles.  The Company had recorded  amortization
of other  intangibles of $564,000 for the nine months ended  September 30, 2005.
The assets were fully amortized as of December 31, 2005.

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

      Interest income (expense),  net. Interest income increased to $146,000 for
the nine months ended September 30, 2006 from $105,000 for the nine months ended
September 30, 2005.


                                     - 16 -
<PAGE>

      Discontinued  operations.  The Company  recorded a loss from  discontinued
operations of $571,000 for the nine months ended  September 30, 2006 compared to
$655,000 for the nine months ended September 30, 2005.

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,  2006 have an
accumulated  deficit of $275.2  million.  During the nine months ended September
30, 2006, we incurred a net loss of $1,966,000,  used $1,037,000 of cash to fund
operating activities and overall experienced a decline of $1,158,000 in our cash
and cash equivalents.  We currently anticipate that our available cash resources
will be sufficient to fund our operating  needs for at least the next 12 months.
At this time, we do not have any bank credit  facility or other working  capital
credit line under which we may borrow funds for working capital or other general
corporate purposes.

      Net cash used in operating  activities amounted to $1,050,000 for the nine
months  ended  September  30,  2006,   principally   reflecting  our  loss  from
operations.

      We used $64,000 in cash from investing  activities  during the nine months
ended  September  30,  2006,  which  primarily  resulted  from funds  related to
terminated  merger costs and advances to Hands On and purchases of fixed assets.
This was partially  offset by the reduction of cash utilized to support a letter
of credit in favor of Velocita which is no longer required.

      Net cash used in  financing  activities  was  $44,000  for the nine months
ended  September  30, 2006,  which  resulted from payments made on capital lease
obligations.

      As  of  September  30,  2006,  our  principal   commitments  consisted  of
obligations outstanding under operating leases. As of September 30, 2006, future
minimum payments for  non-cancelable  operating leases having terms in excess of
one year amounted to $452,000, of which approximately $314,000 is payable in the
next twelve months.

      The following  table  summarizes  GoAmerica's  contractual  obligations at
September 30, 2006, and the effect such  obligations are expected to have on its
liquidity and cash flow in future periods.

<TABLE>
<CAPTION>
                                                                       Less than 1
September 30,  2006 (In thousands)                       Total            Year         1-3 Years       4-5 Years      After 5 Years
<S>                                                       <C>             <C>             <C>             <C>             <C>
Contractual Obligations:
    Capital Lease Obligations ......................      $185            $ 69            $116            $ --            $ --
                                                          ----            ----            ----            ----            ----
    Operating Lease
       Obligations .................................       452             314              75              63              --
                                                          ----            ----            ----            ----            ----
    Total ..........................................      $637            $383            $191            $ 63            $ --
                                                          ====            ====            ====            ====            ====
</TABLE>

Forward Looking Statements

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


                                     - 17 -
<PAGE>

Recent Accounting Pronouncements

      In   September   2006,   the  FASB  issued  SFAS  No.  157,   "Fair  Value
Measurements,"  to eliminate  the  diversity in practice  that exists due to the
different  definitions of fair value and the limited guidance for applying those
definitions in GAAP that are dispersed among the many accounting  pronouncements
that require fair value  measurements.  SFAS No. 157 retains the exchange  price
notion in earlier  definitions  of fair value,  but clarifies  that the exchange
price is the price in an orderly transaction between market participants to sell
an asset or liability in the principal or most advantageous market for the asset
or liability.  Moreover, the SFAS states that the transaction is hypothetical at
the measurement date,  considered from the perspective of the market participant
who holds the asset or  liability.  Consequently,  fair  value is defined as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly  transaction  between market participants at the measurement date (an
exit price),  as opposed to the price that would be paid to acquire the asset or
received to assume the liability at the measurement date (an entry price).

      SFAS No. 157 also  stipulates  that, as a market-based  measurement,  fair
value  measurement  should be determined  based on the  assumptions  that market
participants would use in pricing the asset or liability, and establishes a fair
value hierarchy that distinguishes  between (a) market  participant  assumptions
developed  based  on  market  data  obtained  from  sources  independent  of the
reporting  entity  (observable  inputs)  and  (b)  the  reporting  entity's  own
assumptions  about market  participant  assumptions  developed based on the best
information available in the circumstances  (unobservable inputs). Finally, SFAS
No. 157 expands  disclosures  about the use of fair value to measure  assets and
liabilities  in interim and annual  periods  subsequent to initial  recognition.
Entities are encouraged to combine the fair value  information  disclosed  under
SFAS No. 157 with the fair value  information  disclosed under other  accounting
pronouncements,  including  SFAS  No.  107,  "Disclosures  about  Fair  Value of
Financial  Instruments,"  where  practicable.  The  guidance  in this  Statement
applies for derivatives and other financial  instruments  measured at fair value
under  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities," at initial recognition and in all subsequent periods.

      SFAS No. 157 is effective for financial statements issued for fiscal years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years,  although earlier  application is encouraged.  Additionally,  prospective
application of the provisions of SFAS No. 157 is required as of the beginning of
the  fiscal  year  in  which  it  is  initially  applied,  except  when  certain
circumstances require retrospective application. We are currently evaluating the
impact of this statement on our results of operations or financial position.

      In July 2006, the Financial  Accounting Standards Board ("FASB") published
FASB Interpretation No. 48 ("FIN No. 48"),  Accounting for Uncertainty in Income
Taxes, to address the  noncomparability  in reporting tax assets and liabilities
resulting  from a lack of  specific  guidance  in FASB  Statement  of  Financial
Accounting  Standards  (SFAS)  No.  109,  Accounting  for Income  Taxes,  on the
uncertainty in income taxes recognized in an enterprise's  financial statements.
FIN No. 48 will apply to fiscal years  beginning  after December 15, 2006,  with
earlier  adoption  permitted.  The  adoption of FIN 48 is not expected to have a
material effect on our financial condition or results of operations.

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

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


                                     - 18 -
<PAGE>

      In December 2004, the FASB issued SFAS 123R,  "Share-Based Payment".  SFAS
123R  establishes  that employee  services  received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those  expenses be measured at fair value  determined as of the grant date.
The  provisions  of SFAS 123R become  effective as of the beginning of the first
annual reporting period that begins after June 15, 2005. Furthermore, the Office
of the Chief Accountant (OCA) of the Securities and Exchange  Commission  issued
Staff   Accounting   Bulletin  107  to  provide   clarification   of  the  OCA's
interpretation  of  SFAS  123R  as  it  applies  to  share  based   compensation
arrangements for both employees and non employees. The Company has evaluated the
effect of the adoption of SFAS 123R and has concluded  that its adoption did not
have a material affect on 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, 2006, all of our available
excess  funds  are  cash or cash  equivalents.  The  value  of our cash and cash
equivalents  is  not  materially  affected  by  changes  in  interest  rates.  A
hypothetical  change in interest  rates of 1.0% would result in an annual change
in our net loss of  approximately  $36,000  based  on cash  and cash  equivalent
balances at September 30, 2006. We currently hold no derivative  instruments and
do not earn foreign-source income.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

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

Changes in internal controls.

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


                                     - 19 -
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 6. Exhibits.

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

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

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

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


                                     - 20 -
<PAGE>

                                   SIGNATURES

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

                                                   GOAMERICA, INC.

DATE: November 8, 2006                         By: /s/ Daniel R. Luis
                                                   -----------------------------
                                                   Daniel R. Luis
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

DATE: November 8, 2006                         By: /s/ Donald G. Barnhart
                                                   -----------------------------
                                                   Donald G. Barnhart
                                                   Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)


                                     - 21 -