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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM 10-K

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended December 31, 2006

                                       OR

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

      For the transition period from __________ to __________

                                   ----------

                         Commission File Number 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
   Incorporation or Organization)                          Identification No.)

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

        Registrant's telephone number, including area code (201) 996-1717

           Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
           Title of each class                         on Which Registered
           -------------------                       ---------------------
                  None

           Securities registered pursuant to Section 12(g) of the Act:

                                   ----------

                          Common Stock, $0.01 par value
                                (Title of Class)

      Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.

                                 Yes [ ] No |X|

      Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

                                 Yes [ ] No |X|

      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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

      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|

      The aggregate market value of the voting common equity of the registrant
held by non-affiliates (for this purpose, persons and entities other than
executive officers, directors, and 5% or more shareholders) of the registrant,
as of the last business day of the registrant's most recently completed second
fiscal quarter (June 30, 2006), was $5,907,224.

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 24, 2007:

                    Class                                 Number of Shares
        -----------------------------                     ----------------
        Common Stock, $0.01 par value                         2,462,605

      The following documents are incorporated by reference into the Annual
Report on Form 10-K: Portions of the registrant's definitive Proxy Statement for
its 2007 Annual Meeting of Stockholders are incorporated by reference into Part
III of this Report.

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<PAGE>

                                TABLE OF CONTENTS

Item                                                                        Page
----                                                                        ----
PART I
1.          Business of the Company........................................   1
1A.         Risk Factors...................................................   7
1B.         Unresolved Staff Comments......................................  15
2.          Properties.....................................................  15
3.          Legal Proceedings..............................................  15
4.          Submission of Matters to a Vote of Security Holders............  16
4A.         Executive Officers of the Registrant...........................  16

PART II
5.          Market for the Registrant's Common Equity, Related
              Stockholder Matters and Issuer Purchases of
              Equity Securities............................................  18
6.          Selected Consolidated Financial Data...........................  18
7.          Management's Discussion and Analysis of Financial Condition
              and Results of Operations....................................  20
7A.         Quantitative and Qualitative Disclosures About Market Risk.....  28
8.          Financial Statements and Supplementary Data....................  28
9.          Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure..........................  28
9A.         Controls and Procedures........................................  28
9B.         Other Information..............................................  28

PART III
10.         Directors of the Registrant....................................  29
11.         Executive Compensation.........................................  29
12.         Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters...................  29
13.         Certain Relationships and Related Transactions.................  29
14.         Principal Accountant Fees and Services.........................  29

PART IV

15.         Exhibits and Financial Statement Schedules.....................  30
SIGNATURES.................................................................  31
EXHIBIT INDEX..............................................................  32
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
  STATEMENT SCHEDULE....................................................... F-1


<PAGE>

                                INTRODUCTORY NOTE

      Each reference in this Annual Report to "GoAmerica", the "Company" or
"We", or any variation thereof, is a reference to GoAmerica, Inc. and its
subsidiaries, unless the context requires otherwise.

      Many of GoAmerica's product/service names referred to herein are
trademarks, service marks or tradenames of GoAmerica. This Annual Report also
includes references to trademarks and tradenames of other companies. The
GoAmerica and Wynd Communications names and logos and the names of proprietary
products and services offered by us are trademarks, registered trademarks,
service marks or registered service marks of GoAmerica. "GoAmerica", the
"GoAmerica" logo, "i711", the "i711.com" logo, and "Relay and Beyond", are
registered trademarks of GoAmerica. "i711.com", "i711 Wireless", "ClickRelay",
"i711 Call Me", "One-Click Call Back", "VRS Notepad", "VRS to Go", and "Clear
Mobile" are also trademarks and/or service marks of GoAmerica.

                           FORWARD-LOOKING STATEMENTS

      The statements contained in this Annual Report on Form 10-K that are not
historical facts are forward-looking statements (within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended) that involve risks and
uncertainties. 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. There are many factors that may cause actual results to
differ materially from those contemplated by such forward-looking statements. In
addition to the factors disclosed by us under the caption "RISK FACTORS" and
elsewhere in this document, the following factors concerning GoAmerica, among
others, could cause our actual results to differ materially and adversely from
our forward-looking statements: (i) our limited operating history; (ii) our
ability to respond to the rapid technological change of the telecommunications
relay service (known as "TRS") and/or wireless data industries and offer new or
enhanced services; (iii) our dependence on wireless carrier networks and
technology platforms supporting our relay services; (iv) our ability to respond
to increased competition in the TRS and/or wireless data industries; (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. Such risks and
others are more fully described in the Risk Factors set forth in Item 1A of this
Annual Report. Our actual results could differ materially from the results
expressed in, or implied by, such forward-looking statements.


<PAGE>
                                     PART I

Item 1. Business of the Company.

General

      GoAmerica(R), is a communications service provider, offering solutions
primarily for consumers who are deaf, hard of hearing and/or speech-impaired.
Our revenue is derived from telecommunications relay services, wireless
subscription services, and from equipment and commissions associated with the
sale of wireless handheld devices. During 2006, we divested our prepaid
telecommunications business through an asset sale to a third party; accordingly
we no longer offer prepaid telecommunications products or services.

      Our i711.com(TM) telecommunications relay service was launched in March
2005 and enables people who are deaf or hard of hearing to call and "converse"
with hearing parties by using a computer, wireless handheld device or similar
unit, through an operator that interprets text to voice and vice versa.
Initially the wireless version of our service was made available by a license to
Sprint Nextel; however, as of February 1, 2006, we terminated that license and
began to offer our own i711.com-branded wireless relay service.

      Prior to December 2006, our i711.com relay services were text-only
services accessed through a computer or wireless device connected to the
Internet. In December 2006, we began offering a video-based form of i711.com
relay services which are accessible through a web-camera attached to a computer
that is connected to a broadband network such as cable or DSL.

      Our wireless subscription services operate over the T-Mobile wireless data
network and consist primarily of two offerings: 1) the resale of recurring
monthly data-only services for deaf or hard of hearing customers; and 2) our
value added Wireless Toolkit(TM), which consists of a collection of services,
including AAA Roadside Assistance, TTY/TDD messaging, and access to Insight
Cinema's captioned movie information. GoAmerica continues to offer wireless data
products and services to the consumer and enterprise markets and supports
customers using our proprietary software technology called Go.Web(TM). Go.Web is
designed for use mainly by enterprise customers to enable secure wireless access
to corporate data and the Internet primarily via the RIM Blackberry.

      We sell wireless devices directly to customers and indirectly through
sub-dealers. We have a dealer agreement with T-Mobile whereby we sell devices
and earn a commission, also called a bounty, upon activation of the device with
an associated service rate plan.

      Our principal office is located at 433 Hackensack Avenue, Hackensack, New
Jersey 07601, our voice telephone number is (201) 996-1717, and our TTY number
is (201) 527-1520. Our Web site is located at www.goamerica.com. We have not
incorporated by reference into this Form 10-K any of the information on our web
site, and you should not consider it to be a part of this document. Our web site
address is included in this document as an inactive textual reference only.

Corporate History

      GoAmerica Communications Corp. was incorporated in Delaware in 1996. In
December 1999, GoAmerica, Inc. was incorporated in Delaware and each of the
security holders of GoAmerica Communications Corp. exchanged all of their
outstanding securities for newly issued securities of GoAmerica, Inc., with
GoAmerica Communications Corp. becoming a wholly owned subsidiary of GoAmerica,
Inc. GoAmerica, Inc. consummated the initial public offering of its common stock
in April 2000 and acquired Wynd Communications Corporation on June 28, 2000.

      On September 25, 2002, we revised our Go.Web business model by entering
into a series of agreements with EarthLink, Inc. ("Earthlink"), pursuant to
which, among other things, EarthLink purchased certain of our subscribers,
EarthLink provides billing, collections and customer service to our Go.Web
customers. The initial term of this relationship with EarthLink was two years
and it has continued to operate on substantially similar terms; however, we
cannot predict at this time whether this arrangement will be extended,
terminated or restructured as the importance of this relationship to the Company
decreased continually throughout 2006 as a result of our emphasis on the deaf
and hard of hearing markets and text- and video-based relay services.


                                       1
<PAGE>

      In December 2003, we announced plans for a strategic re-focusing, premised
on a financing that we completed in March 2004, which centered on serving the
deaf and hard of hearing markets by growth of our core wireless services
business, development and marketing of new communications services, including
branded Internet protocol relay services (or IP relay services), and video relay
services (or "VRS"), and providing superior customer support services.

Our Business

      GoAmerica's strategy is to focus its resources on providing a variety of
accessible communications services to people who are deaf, hard of hearing
and/or speech impaired. According to the American Speech and Hearing
Association, more than 28 million Americans currently experience some level of
significant hearing loss.

      Relay Services

      Our i711.com text and video relay services permit deaf consumers to
contact a Telecommunications Relay Service (or "TRS") operator to place a "live"
telephone call to a hearing party by using certain wireless handheld devices, or
personal computers. Generally, TRS enables standard voice telephone users to
talk to people who have difficulty hearing or speaking on the telephone by
having a relay operator (also referred to as Communications Assistants or
"CA's") interpret for both parties via text-to-voice interpretation or in the
case of VRS, a sign language-to-voice interpretation. VRS generally enables
individuals who use American Sign Language to use video equipment to make calls
by communicating with a CA, who interprets the initial message into either
speech or text and signs back the hearing party's response.

      We launched our i711.com VRS in December 2006, joining our text-based IP
relay services, which can be accessed using various technologies, including
wireless handhelds such as the RIM Blackberry and T-Mobile Sidekick, our
i711.com Internet portal, and a new service we made available in December 2006
called "i711 Call Me", which permits hearing parties to contact deaf consumers
through a personal toll-free number that is directed to our relay platform.

      Our text relay service communicates with Nordia, Inc.'s technology
platform and CA's to facilitate calls. i711.com VRS uses sign language
interpreters to facilitate calls through a commercial arrangement with Visual
Language Interpreting, Inc.

      Substantially all TRS, including our text and video relay services, are
free to the consumers who use them as such services are subsidized by a portion
of the Universal Services Fund assessment collected by telecommunications
carriers from most of their customers and remitted to the Federal Communications
Commission ("FCC"). The FCC establishes a per-minute reimbursement rate and
authorizes the National Exchange Carriers Association to administer the payments
to relay service providers like us from the reimbursement fund.

      During June 2006, we became certified by the FCC so that, rather than
submitting minutes for reimbursement through Nordia and receiving a net payment
from Nordia after deduction for their fees, we were and remain able to submit
minutes directly. As a result, we now recognize all of the relay service revenue
and pay Nordia's related service fees thereafter. Like the other relay service
providers, we receive payment based on relay minutes used that are initiated on
our particular service. We do not know if the current and future per-minute
reimbursement rates will increase, decrease or remain substantially the same as
current levels. (See "Business - Government Regulation".)

      For a person that is deaf or severely hard of hearing, the TTY or TDD, a
text-based communications instrument that operates in North America using an
outdated Baudot 45.5 protocol, had historically been the centerpiece of
telecommunications accessibility, usually requiring a wireline connection. The
size and weight of most TTY devices and the slow transmission speed of the
Baudot protocol makes communicating "on-the-go" a difficult task for a deaf
individual. Over the years, advances in regulatory policy and technology have
vastly improved the level of communications accessibility available to deaf
consumers nationwide. (See "Business - Government Regulation".)

      Although some people who are deaf or hard of hearing are still able to use
voice-based communications services, TRS is becoming increasingly a primary
means for those within this segment of the population who are profoundly deaf or
speech impaired to communicate with businesses, health providers and hearing
persons. The


                                       2
<PAGE>

Internet Relay and Video Relay sectors of TRS are growing steadily due to
broadband technology developments and the prevalence of the Internet. Internet
Relay is available to anyone who has access to the Internet via a computer,
wireless handheld device, Web-capable telephone or any other Internet
Protocol-based device. Unlike traditional TRS, where a TTY user contacts a TRS
center via telephone lines and the CA at the TRS center calls the receiving
party via voice telephone, the first leg of an Internet Relay call goes from the
caller's computer or other Web-capable device to the TRS relay center via the
Internet. With the development of multiple Internet Relay services, deaf
consumers now can choose their own relay provider rather than being required to
use the provider for the State in which they live. We developed our i711.com web
portal and service with distinctive calling features and a community orientation
in order to be perceived as user friendly, familiar and a preferred Internet
Relay service.

      In a previous effort to enter the VRS market, on July 6, 2005, we entered
into a merger agreement with Hands On Video Relay Services, Inc., a privately
owned VRS provider, and its affiliates. On March 7, 2006, we announced the
cancellation of our Special Meeting of Stockholders and our determination not to
pursue our proposed merger with Hands On. (See "Business - Termination of Hands
On Merger Agreement".)

      Wireless Subscription Services

      Our wireless subscription services operate over the T-Mobile wireless data
network and consist primarily of two offerings: 1) the resale of recurring
monthly data-only services for deaf or hard of hearing customers; and 2) our
value added services called Wireless Toolkit; a collection of services including
AAA Roadside Assistance, TTY/TDD messaging, and access to Insight Cinema's
captioned movie information. Our Wireless Toolkit is a software application that
runs on popular versions of the RIM BlackBerry and the T-Mobile Sidekick. During
2006, we ceased offering our WyndTell services, which operated on older wireless
networks using devices no longer manufactured by RIM.

      Throughout 2006, we continued to support wireless data technology,
applications and software that address the productivity and communications needs
of enterprise customers and consumers and are based on our proprietary software
technology called Go.Web. By utilizing Go.Web, corporations can improve the
productivity of employees by enabling secure wireless access to corporate data
on many wireless computing devices and over many wireless data networks. Our
Go.Web technology can be hosted and supported in a secure network operations
center maintained by GoAmerica or its third party outsourcing provider. As our
business emphasis and product development efforts are focused on servicing the
deaf and hard of hearing markets, we have not continued to invest in Go.Web. The
financial contribution of Go.Web to the Company has been declining and we do not
foresee devoting significant resources to this business during 2007.

      Wireless Devices and Activations

      Through our master dealer agreement with T-Mobile, we sell wireless
communications devices and earn commissions through the direct and indirect
acquisition of subscribers on behalf of this network provider.

Sales and Marketing

      Sales

      We currently sell our services and solutions through both direct and
indirect channels of distribution. As of March 1, 2007, we had 4 employees
working in a sales capacity.

      Direct Distribution. Direct distribution methods consist of those channels
in which our personnel actively assist the customers with placing orders,
currently comprised of our sales professionals and our online shopping portal
designed for people who are deaf or hard of hearing. Our telesales
representatives respond to queries generated as a result of Web site visits and
our marketing efforts, which usually contain our toll-free sales telephone and
TTY numbers.

      Indirect Distribution. Indirect distribution methods consist of those
channels where our distribution alliance partners take the order directly from
the customers or refer customers to one of our direct sales representatives.
With indirect distribution, we capture new business through dealers and value
added resellers.


                                       3
<PAGE>

      Dealers offer our products and services to their customers and are paid a
commission for each sale. A dealer's commission may consist of a one-time bounty
only or may include a small percentage of revenues generated by their customers.
Dealers are not responsible for billing or supporting the customer.

Marketing

      We generally deploy a marketing mix consisting of direct mail, Internet
direct response, print ads in periodicals aimed at deaf and hard of hearing
audiences, and tradeshow sponsorship and participation. As of March 1, 2007, we
had 3 employees working in a marketing capacity.

Technology and Operations

Service Infrastructure

      Data Center. We use a publicly traded, third-party information technology
firm to host many of our service applications. Our outsourcing strategy provides
our customers with the highest levels of reliability while lowering our overall
cost structure. We believe our provider's facilities are capable of meeting the
capacity demands and security standards for services we have developed or are
developing for our customers. Technical personnel continually monitor network
traffic, service quality and security.

      Wireless Networks. Through our relationship with T-Mobile, our customers
are able to use our wireless solutions in most major metropolitan areas in the
continental U.S.

Software Technology

      For our i711.com text- and video- based relay services business, we have
developed a standard-based, services platform that enables our customers to
place relay calls using different access methods. The platform consists of a
combination of proprietary and licensed technology elements. The i711.com relay
services platform currently allows access from web browsers, AOL's AIM instant
messaging clients (text relay only), calls initiated from hearing parties
through a toll free number, and wireless devices. The architecture of our i711
relay services platform allows us to add new access methods and value added
services to the platform. The platform also allows for the addition of entirely
new services to be added in the future. Our i711 relay services platform offers
deaf or hard of hearing users a secure, fast, reliable and user friendly relay
platform through our use of Secure Socket Layer, or "SSL", efficient coding
practices, system redundancy and user centric design principles.

      For our wireless subscription business, we deploy a combination of
licensed technology and custom built software. This technology gives our
customers access to wireless messaging and information services specifically
geared toward the needs of the deaf and hard of hearing users. We have developed
and run gateway technology to connect wireless devices to a variety of
traditional TTY devices as well as our proprietary TTY-based applications.

      For our Go.Web business, we use our proprietary wireless services platform
that enables our customers to securely access most types of Web-based data from
many leading wireless devices. The Go.Web platform also allows qualified
developers to introduce standard Web-based applications for many wireless
devices and networks. As a result of our historical Go.Web development efforts,
we have acquired substantial wireless and Web formatting expertise, which
enables us to develop or adapt solutions as new wireless devices are introduced.
In addition, the Go.Web compression technology and enhanced wireless transport
protocol included in our software provide bandwidth efficiency and maximize data
transmission speeds. We also have employed industry standard SSL and use
Certicom's cryptography within the Go.Web infrastructure.

Licensed Software Technology

      Video Relay Service

      Our i711 VRS service offering operates in conjunction with a third party's
video conferencing application allowing numerous users to interface
simultaneously with the service.

      Customer Service, Billing and Fulfillment

      We provide tier-1 customer support for users of our i711(TM) branded relay
services offerings, with Nordia, Inc. and Visual Language Interpreting assisting
as needed.


                                       4
<PAGE>

      We provide corporate or individual customer billing for all customers of
our wireless subscription services. For Go.Web, EarthLink provides the majority
of customer support and billing under a revenue sharing arrangement.

      For product fulfillment, we maintain an inventory of mobile devices which
we buy from third-party manufacturers and resellers.

Termination of Hands On Merger Agreement

      On July 6, 2005, we entered into a merger agreement with Hands On Video
Relay Services, Inc., Hands On Sign Language Services, Inc. and their principal
shareholders (collectively referred to as "Hands On") pursuant to which the
Hands On companies were to merge with subsidiaries of GoAmerica in exchange for
the Hands On shareholders receiving an amount of shares of GoAmerica common
stock equal to the number of shares of GoAmerica common stock outstanding on the
date the proposed merger closed, reduced in accordance with purchase price
adjustments specified in the merger agreement. Hands On is a provider of VRS and
sign language interpreting services to people who are deaf or hard of hearing.
We had previously entered into a short term loan agreement, dated May 2, 2005,
with Hands On pursuant to which we agreed to loan Hands On up to $1 million for
capital expenditures consistent with growth plans that we intended to execute
with Hands On upon merging. On October 28, 2005, the Hands On parties and
GoAmerica executed a waiver and supplemental agreement, amending the merger
agreement, which permitted Hands On to attempt to raise funds on its own for a
limited period in exchange for additional reductions in the merger consideration
to be received by Hands On shareholders in the event certain liabilities
remained on Hands On's balance sheet at the time of the merger. We filed a
preliminary Registration Statement on Form S-4 on December 30, 2005 and filed
the final amendment thereto on January 18, 2006. Each of GoAmerica and the Hands
On companies established special stockholder meeting dates in February 2006 at
which the proposed merger was to be voted upon by each company's stockholders of
record as of January 13, 2006, to whom were mailed a joint proxy
statement/prospectus and related materials. On February 22, 2006, the
shareholders of each of the Hands On companies each approved the merger with us.
Our special meeting of stockholders, originally scheduled for February 27, 2006,
was adjourned to March 13, 2006 in order to allow us additional time to achieve
a quorum for our special meeting, which we did achieve on March 6, 2006. On
March 1, 2006, Hands On sent us a letter purporting to terminate the merger
agreement. Subsequent discussions were held among representatives of GoAmerica
and Hands On; however there appeared to be no basis to continue to pursue our
merger with Hands On. On March 7, 2006, we canceled our special stockholders
meeting at which our stockholders were expected to approve the issuance of our
common stock in the proposed merger with Hands On and announced we would not
pursue our proposed merger with Hands On.

      In December 2006, we commenced litigation against Hands On seeking
recovery of our loan receivable (see "Legal Proceedings").

Competition

      The relay services market consists of well-funded competitors such as
AT&T, MCI/Verizon, Sprint Nextel, Hamilton Telecommunications, and Sorenson
Communications ("Sorenson"). Each of these companies offers text relay services
similar to ours and they may deploy similar enhancements and marketing tactics
to attract the attention of prospective users. Each of the providers referred to
above also offers VRS in addition to Hands On Video Relay Services, Inc. (See
"Business-Termination of Hands On Merger Agreement".) Sorenson currently is the
largest provider of VRS services used in the U.S., due in part to its ability to
restrict users from accessing other VRS provider services. On February 20, 2006,
Sorenson announced plans to allow the users of its videophones to call not only
Sorenson VRS interpreters but also the interpreters of other VRS providers.
Effective July 1, 2006, all users of the Sorenson videophones are now able to
call a hearing person using sign language through the interpreters of any other
VRS provider.

      The market for our wireless services is becoming increasingly competitive.
The widespread adoption of industry standards in the wireless data
communications market may make it easier for new market entrants and existing
competitors to introduce services that compete against ours. Our competitors may
use the same products


                                       5
<PAGE>

and services in competition with us. With time and capital, it would be possible
for competitors to replicate our services. We expect that we will compete
primarily on the basis of the functionality, breadth, quality and price of our
services.

      Many of our existing and potential competitors have substantially greater
financial, technical, marketing and distribution resources than we do; however,
few of such competitors focus on deaf or hard of hearing customers to the same
degree we do. Despite any lack of a similar focus on the part of our
competitors, many of these companies may have greater name recognition and may
be able to adopt more aggressive approaches to the market than we can.
Competitive pressures may have a material adverse effect on our business and
reduce our market share.

Research and Development

      Most of our product and service offerings are developed internally. We
also purchase and license technology. We continue to enhance the features and
performance of certain of our existing products and services. In addition, we
are continuing to develop new products that are complementary to our current
suite of products.

      Our ability to meet our customers' expectations depends on a number of
factors, including our ability to identify and respond to emerging technological
trends in our target markets, develop and maintain competitive products, enhance
our existing products by adding features and functionality that differentiate
them from those of our competitors and bring products to market on a timely
basis and at competitive prices. Consequently, we have made, and we intend to
continue to make, investments in research and development, subject to our
capital constraints.

Intellectual Property Rights

      We have not yet obtained patents on our technology that would preclude or
inhibit competitors from using our technology. In February 2001, we filed a
patent application on certain aspects of our Go.Web technology. The application
is presently pending in the United States Patent and Trademark Office and has
been filed internationally. Certain aspects of our various technologies rely on
perpetual, royalty-free, worldwide licenses under third party patents relating
to wireless products and services. We rely on a combination of patent,
copyright, trademark, service mark, trade secret laws, unfair competition law
and contractual restrictions to establish and protect certain proprietary rights
in our technology and intellectual property. We have received or applied for
registration of certain of our GoAmerica, Wynd, and i711.com names and marks in
the United States Patent and Trademark Office. The steps taken by us to protect
our intellectual property may not prove sufficient to prevent misappropriation
of our technology or to deter independent third party development of similar
technologies. In addition, the laws of certain foreign countries may not protect
our technologies or intellectual property rights to the same extent as do the
laws of the United States. We also rely on certain technologies that we license
from third parties. These third party technology licenses may not continue to be
available to us on commercially attractive terms. The loss of the ability to use
such technology could require us to obtain the rights to use substitute
technology, which could be more expensive or offer lower quality or performance,
and therefore have a material adverse effect on our business, financial
condition or results of operations. Third parties could claim infringement by us
with respect to current or future technology. We expect that we and other
participants in our markets will be increasingly subject to infringement claims
as the number of services and competitors in our industry segment grows. Any
such claim, whether meritorious or not, could be time consuming, result in
costly litigation, cause service or installation interruptions or require us to
enter into royalty or licensing agreements. Such royalty or licensing agreements
might not be available on terms acceptable to us or at all. As a result, any
such claim could have a material adverse effect upon our business, financial
condition or results of operations.

Government Regulation

      The enactment of the Americans with Disabilities Act of 1990 mandated that
every State implement a system for Telecommunications Relay Services ("TRS")
whereby a deaf consumer, using a TTY connected to the telephone network, could
communicate with a hearing person through the use of a relay operator. The
Federal Communications Commission ("FCC") has oversight responsibility for
Telecommunications Relay


                                       6
<PAGE>

Services in the U.S. and maintains guidelines that all States must follow. These
services, beginning statewide in California in 1987 and nationally available
since 1992, empowered deaf consumers to expand their use of the TTY in telephone
conversations with hearing parties as well. At the national level, interstate
relay services are funded by FCC-mandated common carrier contributions to a
reimbursement fund that is administered by the National Exchange Carrier's
Association. At the State level, intrastate funds for relay reimbursement can
come from rate payer surcharges, tariff charges to the local exchange carrier or
taxes as administered by the State.

      Since June 2006, we have been certified by the FCC to offer IP- and
Video-based forms of relay service and receive reimbursement directly from the
FCC's TRS Fund. Consistent with this certification, to remain compliant we must
adhere to certain technical, operational and performance standards as we conduct
ourselves as a provider of relay services.

      Beyond our regulatory obligations as a certified provider of relay
services, we are not currently subject to direct federal, State or local
government regulation, other than regulations that apply to businesses
generally. The network carriers and third party providers we contract with to
provide services are subject to regulation by the FCC and possibly one or more
States. Changes in FCC regulations could affect the availability of our services
and the network carriers' and third party providers' willingness or ability to
sell to us. We could also be adversely affected by developments in regulations
that govern or may in the future govern the Internet, the allocation of radio
frequencies or the placement of cellular towers. Also, changes in these
regulations could create uncertainty in the marketplace that could reduce demand
for our services or increase the cost of doing business as a result of costs of
litigation or increased service delivery cost or could in some other manner have
a material adverse effect on our business, financial condition or results of
operations.

      We currently do not collect sales or other taxes with respect to the sale
of services or products in states and countries where we believe we are not
required to do so. We do collect sales and other taxes in the State in which we
have an office and are required by law to do so. One or more jurisdictions have
sought to impose sales or other tax obligations on companies that engage in
online commerce within their jurisdictions. A successful assertion by one or
more jurisdictions that we should collect sales or other taxes on our products
and services, or remit payment of sales or other taxes for prior periods, could
have a material adverse effect on our business, financial condition or results
of operations.

      Any new legislation or regulation that may be adopted by the United States
Congress to regulate the Internet, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to our business, could have
a material adverse effect on our business.

Employees

      As of March 1, 2007, we had a total of 34 full-time employees. None of our
employees are covered by a collective bargaining agreement. We believe that our
relations with our employees are good.

Item 1A. Risk Factors

Risks Particular To GoAmerica

We have historically incurred losses and these losses will continue in the
foreseeable future.

      We have never earned a profit. We had net losses of $2.0 million, $4.4
million, and $4.4 million for the years ended December 31, 2006, 2005 and 2004,
respectively. Since our inception, we have invested significant capital to build
our wireless network operations and e-commerce systems as well as our billing
system. We also have provided mobile devices made by third parties to our
customers at prices below our costs for such devices. We will need to generate
increased revenue to become profitable and sustain profitability on a quarterly
and annual basis.

      We may not achieve or sustain our revenue or profit goals, and our ability
to do so depends on the factors specified elsewhere in "Risk Factors" as well as
on a number of factors outside of our control, including the extent to which:

      o     our competitors announce and develop, or lower the prices of,
            competing services;

      o     wireless network carriers, data providers and manufacturers of
            mobile devices dedicate resources to selling our services or
            increase the costs of, or limit the use of, services or devices that
            we purchase from them; and


                                       7
<PAGE>

      o     The Federal Communications Commission reduces the per-minute
            reimbursement rates for relay services significantly.

      As a result, we may not be able to increase revenue or achieve
profitability on a quarterly or annual basis.

We may be unable to execute our business strategy.

      Our business strategy is centered on the pursuit of certain priorities,
centered on the offering of services to deaf or hard of hearing customers. These
priorities and the principal risks associated with each priority include:

      o     Development and marketing of new communications services, including
            branded Internet Protocol and Video Relay Services. To remain
            competitive in our primary marketing areas, we must continue to
            offer innovative products and services. We will be limited in the
            extent to which we can focus upon technological development by
            capital constraints, by the time that it takes to commercialize
            product and service concepts and by the steps that may be taken by
            our competitors. In our rapidly changing environment, developments
            that appear to present significant advantages may become more
            broadly available or surpassed before we are able to benefit from
            our development efforts. In recent years, our shortage of liquidity
            has required us to reduce the amount of resources devoted to
            marketing. We expect that capital constraints will continue to limit
            our marketing efforts.

      o     Providing superior customer experience using in-house and outsourced
            support functions. Our business model will be materially adversely
            affected if we are unable to offer a superior relay service user
            experience and customer support to the users of our relay services
            with high quality transmissions and highly competent communications
            assistants handling their calls. In order to improve our operating
            margins, we intend to cause more of our relay calls to be handled in
            lower cost countries outside of the U.S. To the extent we rely on
            third party technologies and interpreters, the user experience with
            our services is highly dependent on their respective performance. In
            the past, capital constraints have limited our customer support
            functions.

      o     Growth of wireless services business. We cannot assure you that we
            will be able to grow our core business. For us to grow this business
            internally, we will need to improve our margins and demonstrate an
            ability to operate profitably. For us to grow by means of product or
            service acquisitions, we will require additional capital to fund
            acquisitions and we will confront the risks, described below,
            inherent in an acquisition strategy.

      If we do not respond effectively to these risks, our business could be
significantly and adversely affected.

We may need additional funds which, if available, could result in increased
interest expenses or additional dilution to our stockholders. If additional
funds are needed and are not available, our business could be negatively
impacted.

      If we continue to operate unprofitably, if unanticipated contingencies
arise or if new business opportunities are presented to us, it will be necessary
for us to raise additional capital either through public or private equity or
debt financing to primarily finance the execution of our anticipated strategic
initiatives. 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. If our plans or assumptions change or are
inaccurate regarding new lines of business within our target market, timeliness
and effectiveness of implementation of new services we expect to offer, and/or
weakness or lack of appreciable growth in our core business, we may be required
to seek additional capital.

      If funds are raised through the issuance of equity securities, the
percentage ownership of our then-current stockholders will be reduced and the
holders of new equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. If additional funds are
raised through a bank credit facility or the issuance of debt securities, the
holder of such indebtedness would have rights senior to the rights of common
stockholders and the terms of such indebtedness could impose restrictions on our
operations. If we need to raise additional funds, we may not be able to do so on
terms favorable to us, or at all.


                                       8
<PAGE>

      If additional capital is required but is not available on acceptable terms
or at all, we may be required to sell or otherwise dispose of portions of our
business in order to sustain our operations and implement our new business plan.
We may not be able to effect such sales on satisfactory terms, or at all.

Our limited cash resources will likely restrict our flexibility and overall
operations.

      In order for us to execute our business plan, it will be necessary for us
to continue to operate under significant budgetary constraints. These
constraints limit our ability to respond to business opportunities or issues as
they arise and may adversely affect our ability to respond to market demands and
our ability to compete.

We have a limited operating history, which makes it difficult to evaluate an
investment in our common stock.

      We have a limited operating history on which you can evaluate our
business, financial condition and operating results. We face a number of risks
encountered by early stage companies that participate in new technology markets,
including our ability to:

      o     maintain our engineering and support organizations, as well as our
            distribution channels;

      o     manage expanding operations, including our ability to expand our
            systems if our relay services and/or subscriber base grow(s)
            substantially;

      o     manage our dependence on outsourced service providers;

      o     negotiate and maintain favorable usage rates with telecommunications
            carriers;

      o     retain and expand our subscriber base at profitable rates;

      o     recoup our expenses associated with the wireless devices we resell
            to subscribers;

      o     attract and retain management and technical personnel; and

      o     anticipate and respond to market competition and changes in
            technologies.

      We may not be successful in addressing or mitigating these risks and
uncertainties, and if we are not successful our business could be significantly
and adversely affected.

We may acquire or make investments in companies or technologies that could cause
loss of value to our stockholders and disruption of our business.

      Subject to our capital constraints, we intend to continue to explore
opportunities to acquire companies or technologies in the future, principally as
enhancements to our offerings of products and services to our deaf and hard of
hearing customers. Entering into an acquisition entails many risks, any of which
could adversely affect our business, including:

      o     failure to integrate the acquired assets and/or companies with our
            current business;

      o     the price we pay may exceed the value we eventually realize;

      o     loss of share value to our existing stockholders as a result of
            issuing equity securities as part or all of the purchase price;

      o     potential loss of key employees from either our current business or
            the acquired business;

      o     entering into markets in which we have little or no prior
            experience;

      o     diversion of management's attention from other business concerns;

      o     assumption of unanticipated liabilities related to the acquired
            assets; and

      o     the business or technologies we acquire or in which we invest may
            have limited operating histories, may require substantial working
            capital, and may be subject to many of the same risks we are.


                                       9
<PAGE>

We have limited resources and we may be unable to support effectively our
operations.

      We must continue to develop and expand our systems and operations in order
to remain competitive. Our need to continually innovate has placed, and we
expect it to continue to place, significant strain on our managerial,
operational and financial resources. We may be unable to develop and expand our
systems and operations or implement our business plan for one or more of the
following reasons:

      o     we may not be able to retain at reasonable compensation rates
            qualified engineers and other employees necessary to expand our
            capacity on a timely basis;

      o     we may not be able to dedicate the capital necessary to effectively
            develop and expand our systems and operations; and

      o     we may not be able to expand our customer service, billing and other
            related support systems.

      If we cannot manage our operations effectively, our business and operating
results will suffer. Additionally, any failure on our part to develop and
maintain our services if we experience rapid growth could significantly
adversely affect our reputation and brand name which could reduce demand for our
services and adversely affect our business, financial condition and operating
results.

Our business prospects depend in part on our ability to maintain and improve our
services as well as to develop new services.

      We believe that our business prospects depend in part on our ability to
maintain and improve our current services and to develop new services. Our
services will have to achieve market acceptance, maintain technological
competitiveness and meet an expanding range of customer requirements. As a
result of the complexities inherent in our service offerings, major new wireless
data services and service enhancements require long development and testing
periods. We may experience difficulties that could delay or prevent the
successful development, introduction or marketing of new services and service
enhancements. Additionally, our new services and service enhancements may not
achieve market acceptance.

If we do not respond effectively and on a timely basis to rapid technological
change, our business could suffer.

      The communications industry is characterized by rapidly changing
technologies, industry standards, customer needs and competition, as well as by
frequent new product and service introductions. We must respond to technological
changes affecting both our customers and suppliers. We may not be successful in
developing and marketing, on a timely and cost-effective basis, new services
that respond to technological changes, evolving industry standards or changing
customer requirements. Our success will depend, in part, on our ability to
accomplish all of the following in a timely and cost-effective manner:

      o     effectively use and integrate new technologies;

      o     continue to develop our technical expertise;

      o     enhance our engineering and system design capabilities;

      o     develop applications for new networks and services;

      o     develop services that meet changing customer needs;

      o     influence and respond to emerging industry standards and other
            changes; and

      o     advertise and market our services.


We depend upon carriers' networks. If we do not have continued access to
sufficient capacity on reliable networks, our business will suffer.

      Our success partly depends on our ability to buy sufficient capacity on or
offer our services over the networks of carriers and on the reliability and
security of their systems. We depend on these companies to provide uninterrupted
and "bug free" service and would be adversely affected if they failed to provide



                                       10
<PAGE>

the required capacity or needed level of service. In addition, although we have
some forward price protection in our existing agreements with certain carriers,
we could be adversely affected if carriers were to increase the prices of their
services significantly.

We depend on third parties for sales of certain of our products and services
which could result in variable and unpredictable revenues.

      We rely substantially on the efforts of others to sell many of our
communications products and services. Should our relationships with distribution
parties cease or be less successful than anticipated, our business, results of
operations, and financial condition would be materially adversely affected.
While we monitor the activities of our distributors and resellers, we cannot
control how those who sell and market our products and services perform and we
cannot be certain that their performance will be satisfactory. If the number of
customers we obtain through these efforts is substantially lower than we expect
for any reason, this would have a material adverse effect on our business,
operating results and financial condition.

We depend on retaining key personnel. The loss of our key employees and the
inability to recruit talented new personnel could materially adversely affect
our business.

      Due to the technical nature of our services and the dynamic market in
which we compete, our performance depends on retaining and hiring certain key
employees, including technically proficient personnel. Competitors and others
have recruited our employees in recent years as we have found it necessary to
implement cost controls that have reduced the attractiveness of employment with
us. An important part of our compensation to our key employees is in the form of
stock option and/or restricted stock grants. The uncertainty associated with our
stock price may make it difficult for us to attract and retain qualified
personnel.

Systems failures could harm our business by injuring our reputation or causing
relay service users to use competitors' services or lead to claims of liability
for unsecured transmission of data.

      Our existing network services are dependent on near immediate, continuous
feeds from various sources. The ability of our subscribers to quickly access
data requires timely and uninterrupted connections with our network carriers.
Any significant disruption from our backup landline feeds could result in delays
in our subscribers' ability to receive such information. In addition, our
systems could be disrupted by unauthorized access, computer viruses and other
accidental or intentional actions. A significant barrier to the growth of
electronic commerce has been the need for secure and reliable transmission of
confidential information. We may incur significant costs to protect against the
threat of security breaches or to alleviate problems caused by such breaches. If
a third party were able to misappropriate our subscribers' personal or
proprietary information or credit card information, we could be subject to
claims, litigation or other potential liabilities that could materially
adversely impact our business. There can be no assurance that our systems will
operate appropriately if we experience a hardware or software failure. A failure
in our systems could cause delays in transmitting data and, as a result, we may
lose customers or face litigation that could materially adversely affect our
business.

An interruption in the supply of products and services that we obtain from third
parties could cause a decline in sales of our services.

      In designing, developing and supporting our services, we rely on carriers,
mobile device manufacturers, content providers and software providers. These
suppliers may experience difficulty in supplying us products or services
sufficient to meet our needs or they may terminate or fail to renew contracts
for supplying us these products or services on terms we find acceptable. Any
significant interruption in the supply of any of these products or services
could cause a decline in sales of our services, unless and until we are able to
replace the functionality provided by these products and services. We also
depend on third parties to deliver and support reliable products, enhance their
current products, develop new products on a timely and cost-effective basis and
respond to emerging industry standards and other technological changes.


                                       11
<PAGE>

We may face increased competition which may negatively impact our prices for our
services or cause us to lose business opportunities.

      The market for our services is becoming increasingly competitive. The
widespread adoption of industry standards may make it easier for new market
entrants and existing competitors to introduce services that compete against
ours. We developed our solutions using standard industry development tools. Many
of our agreements with carriers, device manufacturers and data providers are
non-exclusive. Our competitors may use the same products and services in
competition with us. With time and capital, it would be possible for competitors
to replicate our services and offer similar services at a lower price. We expect
that we will compete primarily on the basis of the functionality, breadth,
quality and price of our services. Our current and potential competitors
include:

      o     wireless carriers, such as Cingular, Verizon Wireless, Velocita,
            Sprint Nextel and T-Mobile, and distributors such as RACO,
            WirelessRain and Venecom;

      o     relay providers such as AT&T, Sprint Nextel, Verizon/MCI, Sorenson,
            Hamilton, HandsOn and Communications Services for the Deaf; and

      Many of our existing and potential competitors have substantially greater
financial, technical, marketing and distribution resources than we do.
Additionally, many of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. In addition, we have established
strategic relationships with many of our potential competitors. In the event
such companies decide to compete directly with us, such relationships would
likely be terminated, which could have a material adverse effect on our business
and reduce our market share or force us to lower prices to unprofitable levels.

Our intellectual property rights may not be adequately protected under the
current state of the law.

      We rely primarily on trade secret laws, copyright law, trademark law,
unfair competition law and confidentiality agreements to protect our
intellectual property. To the extent that our technology is not adequately
protected by intellectual property law, other companies could develop and market
similar products or services which could materially adversely affect our
business.

We may be sued by third parties for infringement of their proprietary rights and
we may incur defense costs and possibly royalty obligations or lose the right to
use technology important to our business.

      The telecommunications and software industries are characterized by
protection and vigorous enforcement of applicable intellectual property rights.
As the number of participants in our market increases, the possibility of an
intellectual property claim against us increases. Any intellectual property
claims, with or without merit, could be time consuming and expensive to litigate
or settle and could divert management attention from administering our business.
A third party asserting infringement claims against us or our customers with
respect to our current or future products may materially adversely affect us by,
for example, causing us to enter into costly royalty arrangements or forcing us
to incur settlement or litigation costs.

We may be subject to liability for transmitting certain information, and our
insurance coverage may be inadequate to protect us from this liability.

      We may be subject to claims relating to information transmitted over
systems we develop or operate. These claims could take the form of lawsuits for
defamation, negligence, copyright or trademark infringement or other actions
based on the nature and content of the materials. Although we carry general
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to cover all costs incurred in defense of potential
claims or to indemnify us for all liability that may be imposed.

Our quarterly operating results are subject to significant fluctuations and, as
a result, period-to-period comparisons of our results of operations are not
necessarily meaningful.

      Our quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors. These factors include:

      o     the demand for and market acceptance of our services;


                                       12
<PAGE>

      o     downward price adjustments by our competitors on services they offer
            that are similar to ours;

      o     changes in the mix of services sold by our competitors;

      o     technical difficulties or network downtime;

      o     the ability to meet any increased technological demands of our
            customers; and

      o     economic conditions specific to our industry.

      Therefore, our operating results for any particular quarter may differ
materially from our expectations or those of security analysts and may not be
indicative of future operating results. The failure to meet expectations may
cause the price of our common stock to decline.

If we fail to manage growth effectively, our business could be disrupted which
could harm our operating results.

      If we are successful in implementing our business plan, we may experience
growth in our business. In that event, it will be necessary for us to expand our
workforce and to train, motivate and manage additional employees and/or
contractors as the need for additional personnel arises. Our personnel, systems,
procedures and controls may not be adequate to support our future operations.
Any failure to effectively manage future growth could have a material adverse
effect on our business.

We are vulnerable to circumstances outside of our control which could seriously
disrupt our business.

      Our software, as well as any ancillary hardware, is vulnerable to damage
or interruption from:

      o     fire, flood, and other natural disasters;

      o     power loss, computer systems failures, Internet and
            telecommunications or data network failure, operator negligence,
            improper operation by or supervision of employees, physical and
            electronic loss of data or security breaches, misappropriation, and
            similar events; and

      o     computer viruses.

      Any disruption in the operation of our software, the loss of employees
knowledgeable about such software, or our failure to continue to effectively
modify and upgrade such software could interrupt our operations or interfere
with our ability to provide service to our customers, which could result in
reduced sales and affect our operations and financial performance.

Risks Particular To Our Industry

The market for our services is new and highly uncertain.

      The market for communications services serving deaf and hard-of-hearing
persons has grown rapidly in recent years and the number and variety of
competitive services is significant. Obtaining and/or maintaining Federal
Communications Commission certification has a material impact on a provider's
financial results. Current barriers to market acceptance of these services
include cost, reliability, functionality and ease of use. Based on these factors
and competitive aspects of the market, we cannot be certain of initial or
continuing market acceptance of our services. If the market for our services
does not grow or grows slower than we currently anticipate, our business,
financial condition and operating results could be materially adversely
affected.

New laws and regulations that impact our industry could materially adversely
affect our business.

      Aspects of our relay and prepaid business are subject to direct regulation
and decisions by the FCC which could materially adversely affect our business.
In addition, the carriers who supply us with network access are subject to
regulation by the FCC and regulations that affect them could materially
adversely affect our business. Our business could suffer significantly depending
on the extent to which our activities or those of our customers or suppliers are
regulated.


                                       13
<PAGE>

We currently do not collect sales or other taxes with respect to the sale of
services or products in states and countries where we believe we are not
required to do so.

      We do collect sales and other taxes in the State in which we have an
office and are required by law to do so. One or more jurisdictions have sought
to impose sales other tax obligations on companies that engage in online
commerce within their jurisdictions. A successful assertion by one or more
jurisdictions that we should collect sales or other taxes on our products and
services, or remit payment of sales and other taxes for prior periods, could
have a material adverse effect on our business, financial condition or results
of operations.

      Any new legislation or regulation that may be adopted by the United States
Congress to regulate the Internet, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to our business, could have
a material adverse effect on our business.

The steps taken by us to protect our intellectual property may not prove
sufficient to prevent misappropriation of our technology or to deter independent
third party development of similar technologies. In addition, the laws of
certain foreign countries may not protect our technologies or intellectual
property rights to the same extent as do the laws of the United States. We also
rely on certain technologies that we license from third parties and these third
party technologies may not continue to be available to us on commercially
attractive terms.

      The loss of the ability to use certain technology or intellectual property
could require us to obtain the rights to use substitute technology, which could
be more expense or offer lower quality or performance, and therefore have a
material adverse effect on our business, financial condition or results of
operations. Third parties could claim infringement by us with respect to current
or future technology. We expect that we and other participants in our markets
will be increasingly subject to infringement claims as the number of services
and competitors in our industry segment grows. Any such claim, whether
meritorious or not, could be time consuming, result in costly litigation, cause
service or installation interruptions or require us to enter into royalty or
licensing agreements. Such royalty or licensing agreements might not be
available on terms acceptable to us or at all. As a result, any such claim could
have a material adverse effect on our business, financial condition or results
of operations.

Risks Particular To Stock Price

Our stock price, like that of many technology companies, has been and may
continue to be volatile.

      We expect that the market price of our common stock will fluctuate as a
result of variations in our quarterly operating results and other factors beyond
our control. These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the technology-intensive and emerging
nature of our business, the market price of our common stock may rise and fall
in response to a variety of factors, including:

      o     announcements of technological or competitive developments;

      o     acquisitions or strategic alliances by us or our competitors;

      o     the gain or loss of a significant customer or order;

      o     changes in estimates of our financial performance or changes in
            recommendations by securities analysts regarding us or our industry;
            or

      o     general market or economic conditions.

      This risk may be heightened because our industry is new and evolving,
characterized by rapid technological change and susceptible to the introduction
of new competing technologies or competitors.

      In addition, equity securities of many technology companies have
experienced significant price and volume fluctuations. These price and volume
fluctuations often have been unrelated to the operating performance of the
affected companies. Volatility in the market price of our common stock could
result in securities class action litigation. This type of litigation,
regardless of the outcome, could result in substantial costs and a diversion of
management's attention and resources.


                                       14
<PAGE>

We have issued a substantial number of warrants that enable their holders to
purchase our common stock at a price of $12.00 per share, which could adversely
affect the market price of our common stock.

      As a result of our 2004 equity financing, we issued warrants to purchase
144,731 shares of our common stock at a price of $12.00 per share, of which
71,820 remain outstanding.

      The significant number of shares that may be issuable at a price which
could be less than the current market price of our common stock could adversely
affect the market price of our common stock.

      The issuance in the future of additional authorized shares may have the
effect of diluting the earnings per share and book value per share, as well as
the stock ownership and voting rights, of the currently outstanding shares of
our common stock. In addition, the existence of authorized, but unissued, shares
of our common stock may be construed as having an anti-takeover effect. We
could, subject to the board's fiduciary duties and applicable law, issue such
authorized shares to purchasers who might oppose a hostile takeover bid or any
efforts to amend or repeal certain provisions of our certificate of
incorporation or bylaws. Such a use of these additional authorized shares could
render more difficult, or discourage, an attempt to acquire control of us
through a transaction opposed by the board.

We have anti-takeover defenses that could delay or prevent an acquisition and
could adversely affect the price of our common stock.

      Provisions of our certificate of incorporation and bylaws and provisions
of Delaware law could delay or prevent an acquisition or change of control of
GoAmerica or otherwise adversely affect the price of our common stock. For
example, our certificate of incorporation authorizes undesignated preferred
stock which our board of directors can designate and issue without further
action by our stockholders, establishes a classified board of directors,
eliminates the rights of stockholders to call a special meeting of stockholders,
eliminates the ability of stockholders to take action by written consent, and
requires stockholders to comply with advance notice requirements before raising
a matter at a stockholders' meeting. As a Delaware corporation, we are also
subject to the Delaware anti-takeover statute contained in Section 203 of the
Delaware General Corporation Law.

We do not intend to pay dividends on our common stock.

      We have never paid or declared any cash dividends on our common stock or
other securities and intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.

Item 1B. Unresolved Staff Comments

      Not applicable.

Item 2. Properties.

      We own no real property. Our principal offices are located at 433
Hackensack Avenue in Hackensack, New Jersey, consisting of approximately 10,000
square feet that we lease through July 2007. We are currently evaluating
remaining in our current location as well as taking comparable office space in
the same geographical market. We also lease small suites in Schaumburg, Illinois
and Washington, D.C., each less than 2,500 square feet, as call centers for our
video relay service. We believe that our current facilities or other readily
available facilities are adequate to support our existing operations.

Item 3. Legal Proceedings.

      On May 2, 2005, we 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 advanced to Hands On are secured, initially, by the
assets acquired with such funds with interest at a defined prime rate. As a
result of the termination of the merger agreement, repayment obligations began
July 1, 2006 and were scheduled to continue through March 2008. We received all
such payments due through September 30, 2006, however, Hands On failed to make
subsequent payments. In December 2006, we commenced litigation against Hands On
in California Superior Court, seeking


                                       15
<PAGE>

recovery of the outstanding balance of approximately $562,000 lent by us to
Hands On, plus additional interest, attorney's fees and related costs. The
litigation is in the early stage and we intend to pursue our rights and remedies
vigorously.

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

Item 4. Submission of Matters to a Vote of Security Holders.

      The Annual Meeting of Stockholders was held on December 21, 2006. There
were present at the Annual Meeting, in person or by proxy, stockholders holding
an aggregate of 1,912,005 shares of Common Stock out of a total number of
2,460,951 shares of Common Stock issued and outstanding and entitled to vote at
the Annual Meeting. The results of the vote taken at such Annual Meeting with
respect to the election of the nominees to be our Class C directors as elected
by the holders of the Common Stock to hold office until the 2009 Annual Meeting
were as follows:

            Nominees                           For           Withheld
            --------                        ---------        --------
            Aaron Dobrinsky ..........      1,845,807         66,198
            D. Sue Decker ............      1,856,718         55,287
            King Lee .................      1,843,357         68,648

      Joseph Korb and Janice Dehesh continued their terms as Class A directors,
such terms expiring at the 2007 Annual Meeting of Stockholders, and Daniel R.
Luis and David Lyons continued their terms as Class B directors, such terms
expiring at the 2008 Annual Meeting of Stockholders.

Item 4A. Executive Officers of the Registrant

      The following table identifies the current executive officers of the
Company:

<TABLE>
<CAPTION>
                                                         Capacities in                             in Current
Name                             Age                     Which Serving                           Position Since
----                             ---                     -------------                           --------------
<S>                               <C>   <C>                                                           <C>
Daniel R. Luis................    40    Chief Executive Officer and Director                          2003
Donald Barnhart...............    49    Chief Financial Officer                                       2004
Jesse Odom....................    41    Chief Technology Officer                                      2000
Wayne D. Smith................    48    Executive Vice President, General Counsel and Secretary       2005
</TABLE>

      Daniel Luis joined our Board of Directors in January 2003 at the time he
was elected our Chief Executive Officer. He previously served as our President
and Chief Operating Officer from May 2002 until January 2003. Mr. Luis is also
President and Chief Executive Officer of Wynd Communications Corporation, which
became a wholly owned subsidiary of GoAmerica in June 2000. Mr. Luis joined Wynd
in 1994 and has held his current positions with Wynd since 1998.

      Donald Barnhart joined GoAmerica in 1999 and became its Vice President and
Controller in 2000. He was appointed Chief Financial Officer in March 2004.
Prior to joining GoAmerica, Mr. Barnhart was employed by Bogen Communications (a
telecommunications manufacturer) as its Accounting Manager and operated his own
accounting and consulting firm. Mr. Barnhart is a CPA in New Jersey and is a
graduate of Rutgers University.

      Jesse Odom joined GoAmerica in 1996 as Vice President of Network
Operations. He was appointed Chief Technology Officer in November 2000.


                                       16
<PAGE>

      Wayne Smith joined GoAmerica in May 2002 as Vice President, General
Counsel and was appointed corporate Secretary in November 2003. He was appointed
Executive Vice President, General Counsel and Secretary in March 2005. Prior to
joining GoAmerica, Mr. Smith held a variety of legal and staff positions with
Viacom Inc. (a diversified entertainment company) from 1985 to 2001, most
recently serving as Vice President, Corporate Counsel.

      None of our executive officers is related to any other executive officer
or to any director of the Company.


                                       17
<PAGE>

                                     PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters
        and Issuer Purchases of Equity Securities.

Market for our Common Stock

      Our common stock traded on the Nasdaq National Market from our initial
public offering in April 2000 until August 28, 2002, at which time our listing
moved to the Nasdaq Capital Market, where it continues to trade under the symbol
"GOAM".

      The following table sets forth the high and low sales prices for our
common stock for the quarters indicated as reported on the Nasdaq National
Market and Nasdaq Capital Market.

            Quarter Ended                                High         Low
            -------------                               ------       -----
            March 31, 2005........................      $10.25       $5.03
            June 30, 2005.........................      $ 8.08       $5.39
            September 30, 2005....................      $ 7.65       $3.55
            December 31, 2005.....................      $ 7.65       $3.75
            March 31, 2006........................      $ 5.46       $3.31
            June 30, 2006.........................      $ 5.68       $2.75
            September 30, 2006....................      $ 3.71       $2.75
            December 31, 2006.....................      $10.87       $3.09

      As of March 24, 2007, the approximate number of holders of record of our
common stock was 100 and the approximate number of beneficial holders of our
common stock was approximately 15,000.

      The following table gives information about the Company's Common Stock
that may be issued upon the exercise of options, warrants and rights under the
GoAmerica, Inc. 1999 Stock Plan, the GoAmerica Communications Corp. 1999 Stock
Option Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan as of December
31, 2006. These plans were the Company's only equity compensation plans in
existence as of December 31, 2006.

<TABLE>
<CAPTION>
                                                                                                               (c)
                                                                                                      Number of Securities
                                                         (a)                                         Remaining for Available
                                                 Number Of Securities               (b)               Future Issuance Under
                                                  to be Issued Upon           Weighted-Average         Equity Compensation
                                               Exercise of Outstanding       Exercise Price of          Plans (Excluding
                                                  Options, Warrants         Outstanding Options,      Securities Reflected
                                                     and Rights              Warrants and Rights          in Column (a))
                                               -----------------------      --------------------     -----------------------
<S>                                                    <C>                          <C>                      <C>
Equity Compensation Plans
   Approved by Shareholders...................         167,511                      $45.59                   32,500
Equity Compensation Plans
   Not Approved by Shareholders...............              --                          --                       --
                                                       -------                      ------                   ------
Total.........................................         167,511                      $45.59                   32,500
                                                       =======                      ======                   ======
</TABLE>

      In November 2005, we issued 245,000 shares of common stock under the 2005
Plan in the form of restricted stock awards in connection with employment
agreements. These shares were issued as an incentive to retain key employees and
officers and vest over 3 years. These shares were unregistered and we relied on
the private placement exemption contained in Section 4(2) of the Securities Act
of 1933.

      In November 2006, we issued 122,500 shares of common stock under the 2005
Plan in the form of restricted stock awards of which 92,500 were issued to our
Directors and 30,000 to Consultants.

      The number of securities remaining available for future issuance excludes
the outstanding restricted stock awards as well as securities underlying
outstanding options, warrants and rights.

Related Stockholder Matters

      We have never declared or paid any cash dividends on our common stock. We
intend to retain earnings, if any, to fund future growth and the operation of
our business.

Item 6. Selected Consolidated Financial Data.

      The selected consolidated financial data set forth below with respect to
our statement of operations data for the years ended December 31, 2006, 2005 and
2004, and with respect to the consolidated balance sheet data


                                       18
<PAGE>

at December 31, 2006 and 2005 are derived from and are qualified by reference to
our audited consolidated financial statements and related notes thereto
presented elsewhere herein. Our selected consolidated statement of operations
data for the years ended December 31, 2003 and 2002 and consolidated balance
sheet data as of December 31, 2004, 2003 and 2002 are derived from audited
consolidated financial statements not included in this Annual Report on Form
10-K. The selected consolidated financial data set forth below should be read in
conjunction with, and is qualified in its entirety by, our audited consolidated
financial statements and related notes thereto and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations", which
are included elsewhere in this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31,
                                                                           (In thousands, except for per share data)
                                                        ----------------------------------------------------------------------------
                                                          2006            2005               2004            2003             2002
                                                          ----            ----               ----            ----             ----
<S>                                                     <C>             <C>                <C>             <C>             <C>
Consolidated Statement of
   Operations Data:
Revenues:
Relay services ..................................       $  8,695        $  1,261           $     --        $     --        $     --
Subscriber ......................................          1,190           2,348              5,588          10,108          29,017
Commissions .....................................          2,454             755                 --              --              --
Equipment .......................................            429             442                181           1,042           6,560
Other ...........................................              8             125                260             728             335
                                                        --------        --------           --------        --------        --------
Total revenue ...................................         12,776           4,931              6,029          11,878          35,912
                                                        --------        --------           --------        --------        --------
Costs and expenses:
   Cost of relay services .......................          5,320              --                 --              --              --
   Cost of subscriber revenue ...................            845             967              2,539           2,669          20,434
   Cost of equipment revenue ....................            536             585                260           1,152           8,537
   Cost of network operations ...................            110             231                733           1,828           3,074
   Sales and marketing ..........................          2,494           1,166                597           1,072           8,038
   General and administrative ...................          4,589           4,777              5,411           9,617          29,082
   Research and development .....................            359             363                507           1,209           3,456
   Depreciation and amortization
      of fixed assets ...........................            362             485                804           1,912           4,342
   Amortization of other
      intangibles ...............................             --             639                682           1,081           1,483
   Impairment of goodwill .......................             --              --                 --             193           8,400
   Impairment of other
      long-lived assets .........................             --              --                 --           1,202           5,582
                                                        --------        --------           --------        --------        --------
Total costs and expenses ........................         14,615           9,213             11,533          21,935          92,428
                                                        --------        --------           --------        --------        --------
Loss from operations ............................         (1,839)         (4,282)            (5,504)        (10,057)        (56,516)
Other income:
   Terminated merger costs ......................           (490)             --                 --              --              --
   Gain on sale of subscribers ..................             --              --                 --           1,756              --
   Settlement gains, net ........................             --              --              1,494              85              --
   Interest (expense) income, net ...............            169             160               (944)           (275)            191
                                                        --------        --------           --------        --------        --------

Total other income ..............................           (321)            160                550           1,566             191
                                                        --------        --------           --------        --------        --------

Loss before benefit from
   income taxes .................................         (2,160)         (4,122)            (4,954)         (8,491)        (56,325)
Income tax benefit ..............................            789             764                732             284             436
                                                        --------        --------           --------        --------        --------

Loss from continuing operations .................         (1,371)         (3,358)            (4,222)         (8,207)        (55,889)
Loss from discontinued operations ...............           (589)         (1,014)              (222)             --              --
                                                        --------        --------           --------        --------        --------

Net loss ........................................       $ (1,960)       $ (4,372)          $ (4,444)       $ (8,207)       $(55,889)
                                                        ========        ========           ========        ========        ========

Loss per share-basic and diluted:
   Loss from continuing operations ..............       $  (0.65)       $  (1.61)(A)       $  (2.37)       $ (12.10)       $ (83.04)
                                                        ========        ========           ========        ========        ========

   Loss from discontinued

      operations ................................       $  (0.28)       $  (0.48)(A)       $  (0.12)       $     --        $     --
                                                        ========        ========           ========        ========        ========

Basic and diluted net loss per share ............       $  (0.93)       $  (2.09)(A)       $  (2.49)       $ (12.10)       $ (83.00)
                                                        ========        ========           ========        ========        ========

Weighted average shares used in
   computation of basic and diluted
   net loss per share ...........................          2,105           2,093              1,785             678             673
</TABLE>

----------

(A)   Restated for weighted average number of shares - see Note 2 to the
      Consolidated Financial Statements.


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                     As of December 31,
                                                                       (In thousands)
                                                ----------------------------------------------------------------
                                                  2006         2005          2004           2003         2002
                                                  ----         ----          ----           ----         ----
<S>                                             <C>           <C>           <C>             <C>         <C>
Balance Sheet Data:
Cash and cash equivalents................       $ 3,870       $ 4,804       $ 7,098         $ 568       $ 4,982
Working capital (deficit)................         3,617         4,810         8,530        (2,656)       (1,037)
Total assets.............................        13,879        14,075        17,986        12,965        26,765
Total stockholders' equity...............        11,061        12,498        16,814         7,142        13,017
</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

      You should read the following discussion of our financial condition and
results of operations in conjunction with the consolidated financial statements
and the notes thereto included elsewhere in this Annual Report on Form 10-K. The
results shown in this Annual Report on Form 10-K are not necessarily indicative
of the results we will achieve in any future periods.

Overview

      GoAmerica(R) is a communications service provider, offering solutions
primarily for consumers who are deaf, hard of hearing and/or speech impaired,
including wireless subscription and value added services, Internet relay
services and wireless devices and accessories. Our i711.com(TM)
telecommunications relay service was launched in March 2005 and enables people
who are deaf or hard of hearing to call and "converse" with hearing parties by
using a computer, wireless handheld device or similar unit, through an operator
that interprets text to voice and vice versa. In addition, during December 2006,
we began offering our i711 Video Relay Service (VRS), the newest member of the
i711.com(TM) family of relay services. i711 VRS enables people who are deaf to
use sign language to communicate with hearing people using a Windows computer, a
web camera, and a broadband Internet connection. Wynd Communications
Corporation, a wholly owned subsidiary of GoAmerica, offers wireless
subscription services that operate over the T-Mobile wireless data network and
consist primarily of two offerings: 1) the resale of recurring monthly data-only
services for deaf or hard of hearing customers; and 2) our value added services
called Wireless Toolkit(TM), which consists of a collection of services,
including AAA Roadside Assistance, TTY/TDD messaging, and access to Insight
Cinema's captioned movie information. We sell wireless devices directly to
customers and indirectly through sub-dealers. We have a dealer agreement with
T-Mobile whereby we sell devices and earn a commission, also called a bounty,
upon activation of the device with an associated service rate plan. GoAmerica
continues to support customers who use our proprietary software technology
called Go.Web'. 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. In September 2006, we entered into an agreement to
sell GoAmerica Marketing, Inc., dba GA Prepaid ("GA Prepaid"), our prepaid
calling card division, effective as of August 31, 2006. The sale closed on
October 2, 2006.

      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 to
our subscribers. We have incurred operating losses since our inception. We will
need to significantly improve our overall gross margins, and further reduce our
selling, general and administrative expenses, as a percentage of revenue, to
become profitable and sustain profitability on a quarterly or annual basis. We
will seek to grow our wireless communications business through additional
strategic alliances and/or new service offerings.

      We began providing relay services in March 2005. Revenue from relay
services is recognized as revenue when services are provided or earned. Relay
services revenue accounted for approximately 68.1% and 25.6% of our total
revenue during 2006 and 2005, respectively. In June 2006, the FCC granted
certification allowing us to bill a third party administrator directly for
service usage as opposed to submitting through a third party provider as in
prior periods.

      Our subscriber revenue primarily consists of monthly service fees, which
we recognize as revenue when the services are provided to the subscriber.
Subscriber revenue accounted for approximately 9.3%, 47.6% and 92.7% of our
total revenue during 2006, 2005 and 2004, respectively. Our service plans, which
are marketed through Wynd, provide data usage on multiple mobile devices through
variable and fixed monthly fees ranging from $9.95 to $39.95. This revenue
historically has declined as a percentage of total revenue due to the
introduction and growth of our relay services and declines in our subscriber
base.


                                       20
<PAGE>

      Revenue from commissions is recognized upon activation of subscribers on
behalf of third party wireless network providers. Commission revenue accounted
for approximately 19.2% and 15.3% of our total revenue during 2006 and 2005,
respectively. We did not provide comparable services during 2004.

      We also typically sell third-party mobile devices in conjunction with a
service agreement to a new subscriber. Equipment revenue accounted for
approximately 3.4%, 9.0% and 3.0% of our total revenue during 2006, 2005 and
2004, respectively. We recognize equipment revenue at the time of the shipment
of the mobile device to a subscriber.

      In addition, we historically have generated other revenue which consists
of consulting services relating to the development and implementation of
wireless data systems for certain corporate customers. We did not generate
revenues from professional services during 2006 and do not anticipate generating
revenues from professional services during 2007.

      Our sales and marketing expenses consist primarily of compensation and
related costs for marketing personnel, advertising and promotions, travel and
entertainment and other related costs. We expect sales and marketing expenses to
increase as a percentage of sales during 2007 as compared to 2006 as we
introduce new products and services to the consumer marketplace. Our general and
administrative expenses consist primarily of compensation and related costs for
general corporate and business development, along with rent and other related
costs. We expect general and administrative expenses to decrease as a percentage
of our annual revenues. Our research and development expenses consist primarily
of compensation and related costs and professional service fees. Depreciation
and amortization expenses consist primarily of depreciation expenses arising
from equipment purchased for our network operations center and other property
and equipment purchases.

      Net interest income consists primarily of interest earned on cash and cash
equivalents. We expect interest income to decrease slightly during 2007.

Critical Accounting Policies and Estimates

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

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


                                       21
<PAGE>

Results of Operations

      The following table sets forth, for the years ended December 31, 2006,
2005, and 2004, the percentage relationship to net revenues of certain items
included in the Company's consolidated statements of operations.

<TABLE>
<CAPTION>
(In thousands)                                                   2006                       2005                       2004
--------------                                           --------------------       --------------------       --------------------
                                                             $            %             $            %             $            %
                                                         --------       -----       --------       -----       --------       -----
<S>                                                      <C>             <C>        <C>             <C>        <C>            <C>
Revenues:
   Relay services .................................      $  8,695        68.0       $  1,261        25.6       $     --          --
   Subscriber .....................................         1,190         9.3          2,348        47.6          5,588        92.7
   Commissions ....................................         2,454        19.2            755        15.3             --          --
   Equipment ......................................           429         3.4            442         9.0            181         3.0
   Other ..........................................             8         0.1            125         2.5            260         4.3
                                                         --------       -----       --------       -----       --------       -----
                                                           12,776       100.0          4,931       100.0          6,029       100.0
Costs and expenses:
   Cost of relay services .........................         5,320        41.7             --          --             --          --
   Cost of subscriber airtime .....................           845         6.6            967        19.6          2,539        42.1
   Cost of equipment revenue ......................           536         4.2            585        11.9            260         4.3
   Cost of network operations .....................           110         0.9            231         4.7            733        12.2
   Sales and marketing ............................         2,494        19.5          1,166        23.6            597         9.9
   General and administrative .....................         4,589        35.9          4,777        96.8          5,411        89.8
   Research and development .......................           359         2.8            363         7.4            507         8.4
   Depreciation and amortization ..................           362         2.8            485         9.8            804        13.3
   Amortization of other intangibles ..............            --          --            639        13.0            682        11.3
                                                         --------       -----       --------       -----       --------       -----
                                                           14,615       114.4          9,213       186.8         11,533       191.3
                                                         --------       -----       --------       -----       --------       -----
Loss from operations ..............................        (1,839)      (14.4)        (4,282)      (86.8)        (5,504)      (91.3)
Other income (expense):
Terminated merger costs ...........................          (490)       (3.8)            --          --             --          --
Settlement gains, net .............................            --          --             --          --          1,494        24.8
Interest income (expense), net ....................           169         1.3            160         3.2           (944)      (15.7)
                                                         --------       -----       --------       -----       --------       -----
Total other income ................................          (321)       (2.5)           160         3.2            550         9.1
                                                         --------       -----       --------       -----       --------       -----
Loss before benefit from
   income taxes ...................................        (2,160)      (16.9)        (4,122)      (83.6)        (4,954)      (82.2)
Income tax benefit ................................           789         6.2            764        15.5            732        12.2
                                                         --------       -----       --------       -----       --------       -----
Loss from continuing operations ...................        (1,371)      (10.7)        (3,358)      (68.1)        (4,222)      (70.0)
Loss from discontinued operation ..................          (589)       (4.6)        (1,014)      (20.6)          (222)       (3.7)
                                                         --------       -----       --------       -----       --------       -----
Net loss ..........................................      $ (1,960)      (15.3)        (4,372)      (88.7)        (4,444)      (73.7)
                                                         ========       =====       ========       =====       ========       =====
</TABLE>


                                       22
<PAGE>

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

<TABLE>
<CAPTION>
                                                       Years Ended December 31,                   Years Ended December 31,
                                               ---------------------------------------    ----------------------------------------
                                                                           Change                                      Change
                                                                      ----------------                            ----------------
(In thousands)                                   2006        2005        $         %        2005        2004         $         %
--------------                                 --------    -------    -------    -----    --------    --------    -------    -----
<S>                                            <C>         <C>        <C>        <C>      <C>                     <C>
Revenues:
   Relay services ..........................   $  8,695    $ 1,261    $ 7,434    589.5    $  1,261          --    $ 1,261       --
   Subscriber ..............................      1,190      2,348     (1,158)   (49.3)      2,348    $  5,588     (3,240)   (58.0)
   Commissions .............................      2,454        755      1,699    225.0         755          --        755       --
   Equipment ...............................        429        442        (13)    (2.9)        442         181        261    144.2
   Other ...................................          8        125       (117)   (93.6)        125         260       (135)   (51.9)
                                               --------    -------    -------    -----    --------    --------    -------    -----
                                                 12,776      4,931      7,845    159.1       4,931       6,029     (1,098)   (18.2)
Costs and expenses:
   Cost of relay services ..................      5,320         --      5,320       --          --          --         --       --
   Cost of subscriber airtime ..............        845        967       (122)   (12.6)        967       2,539     (1,572)   (61.9)
   Cost of equipment revenue ...............        536        585        (49)    (8.4)        585         260        325    125.0
   Cost of network operations ..............        110        231       (121)   (52.4)        231         733       (502)   (68.5)
   Sales and marketing .....................      2,494      1,166      1,328    113.9       1,166         597        569     95.3
   General and administrative ..............      4,589      4,777       (188)    (3.9)      4,777       5,411       (634)   (11.7)
   Research and development ................        359        363         (4)    (1.1)        363         507       (144)   (28.4)
   Depreciation and
      amortization .........................        362        485       (123)   (25.4)        485         804       (319)   (39.7)
   Amortization of other
      intangibles ..........................         --        639       (639)      --         639         682        (43)    (6.3)
                                               --------    -------    -------    -----    --------    --------    -------    -----
                                                 14,615      9,213      5,402     58.6       9,213      11,533     (2,320)   (20.1)
                                               --------    -------    -------    -----    --------    --------    -------    -----
Loss from operations .......................     (1,839)    (4,282)     2,443    (57.1)     (4,282)     (5,504)     1,222    (22.2)
Other income (expense):
Terminated merger costs ....................       (490)        --       (490)      --          --          --         --       --
Settlement gains, net ......................         --         --         --       --          --       1,494     (1,494)      --
Interest income (expense), net .............        169        160          9      5.6         160        (944)     1,104   (116.9)
                                               --------    -------    -------    -----    --------    --------    -------    -----
Total other income .........................       (321)       160       (481)  (300.6)        160         550       (390)   (70.9)
                                               --------    -------    -------    -----    --------    --------    -------    -----
Loss before benefit from
   income taxes ............................     (2,160)    (4,122)     1,962    (47.6)     (4,122)     (4,954)       832    (16.8)
Income tax benefit .........................        789        764         25      3.3         764         732         32      4.4
                                               --------    -------    -------    -----    --------    --------    -------    -----
Loss from continuing
   operations ..............................     (1,371)    (3,358)     1,987    (59.2)     (3,358)     (4,222)       864    (20.5)
Loss from discontinued
   operation ...............................       (589)    (1,014)       425    (41.9)     (1,014)       (222)      (792)   356.8
                                               --------    -------    -------    -----    --------    --------    -------    -----
Net loss ...................................   $ (1,960)    (4,372)   $ 2,412    (55.2)     (4,372)     (4,444)   $    72     (1.6)
                                               ========    =======    =======    =====    ========    ========    =======    =====
</TABLE>

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

      Relay services revenue. Relay service revenue increased to $8.7 million
for the year ended December 31, 2006 from $1.3 million for the year ended
December 31, 2005. This increase was primarily due to our obtaining FCC
certification in June 2006, allowing us to bill directly for service usage as
opposed to submitting through a third party provider as in prior periods, as
well as increased usage of our i711.com(TM) telecommunications relay service
which was launched in March 2005. In addition, during December 2006, we began
offering our i711(R) Video Relay Service (VRS). We expect relay services revenue
to increase as we expand our user base for both our video and telecommunication
relay services.

      Subscriber revenue. Subscriber revenue decreased to $1.2 million for the
year ended December 31, 2006 from $2.3 million for the year ended December 31,
2005. This decrease was primarily due to declines in our full service offering
subscriber base, as well as our Go.Web customers. These declines were partially
offset by increased subscribers to our value added WyndPower service. We expect
subscriber revenue to continue to decrease as a percentage of total revenues as
our relay services revenues increase.


                                       23
<PAGE>

      Commission revenue. We began earning commission during 2005 from our
acquisition of subscribers on behalf of various wireless network providers and
recognized $2.5 million for the year ended December 31, 2006 compared to
$755,000 of commission revenue for the year ended December 31, 2005. We expect
commission revenue to increase as we continue to acquire subscribers on behalf
of third party wireless network providers.

      Equipment revenue. Equipment revenue decreased to $429,000 for the year
ended December 31, 2006 from $442,000 for the year ended December 31, 2005. This
decrease was primarily due to lower sales prices for mobile devices. We expect
equipment revenue to increase as we continue to provide devices to new
subscribers of our Wynd services and from our sales of equipment to subscribers
on behalf of various wireless network providers.

      Other revenue. Other revenue decreased to $8,000 for the year ended
December 31, 2006 from $125,000 for the year ended December 31, 2005. This
decrease was primarily due to our decision not to pursue certain consulting
projects and consulting services to third parties.

      Cost of subscriber revenue. Cost of subscriber revenue decreased to
$845,000 for the year ended December 31, 2006 from $967,000 for the year ended
December 31, 2005. The decrease was primarily due to having a smaller average
subscriber base in the year ended December 31, 2006 than in the year ended
December 31, 2005. We expect cost of subscriber revenue to increase as we obtain
additional new subscribers to our service.

      Cost of equipment revenue. Cost of equipment revenue decreased to $536,000
for the year ended December 31, 2006 from $585,000 for the year ended December
31, 2005. 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 third party wireless network
providers.

      Cost of network operations. Cost of network operations decreased to
$110,000 for the year ended December 31, 2006 from $231,000 for the year ended
December 31, 2005 This decrease primarily was due to a re-assignment of
personnel previously dedicated to performing network operations activities. We
expect our cost of network operations to decline as a percentage of sales during
2007.

      Sales and marketing. Sales and marketing expenses increased to $2.5
million for the year ended December 31, 2006 from $1.2 million for the year
ended December 31, 2005. This increase primarily was due to our introduction of
new products and services to the consumer marketplace as well as increased
payments to third parties as compensation for marketing these products. We
expect sales and marketing expenses to increase as a percentage of sales during
2007 as compared to 2006 as we continue to introduce new products and services
to the consumer marketplace.

      General and administrative. General and administrative expenses decreased
to $4.6 million for the year ended December 31, 2006 from $4.8 million for the
year ended December 31, 2005. This decrease primarily was due to decreased
payments to certain contractors and outside consultants. We expect general and
administrative expenses to decline as a percentage of sales during 2007.

      Research and development. Research and development expense remained
relatively constant at $359,000 for the year ended December 31, 2006 compared to
$363,000 for the year ended December 31, 2005. We expect research and
development expenses to remain relatively constant as we utilize internal
resources to develop and maintain our WyndTell and Relay technologies rather
than using outside consultants.

      Amortization of other intangibles. Our intangible assets were fully
amortized as of December 31, 2005 and as a result we incurred no amortization
expense during the year ended December 31, 2006. Amortization of other
intangibles was $639,000 for the year ended December 31, 2005.

      Interest (expense) income, net. Interest income, net increased to $169,000
for the year ended December 31, 2006 from interest income, net of $160,000 for
the year ended December 31, 2005.

      Income tax benefit. Income tax benefit, which consists of the sale of
certain State Net Operating Loss Carryforwards, was $789,000 and $764,000 for
the years ended December 31, 2006 and 2005, respectively.

      Discontinued operations. The Company recorded a loss from discontinued
operations of $589,000 for the year ended December 31, 2006 compared to $1.0
million for the year ended December 31, 2005. This relates to our prepaid
calling card division which was sold.

                                       24
<PAGE>

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

      Relay services revenue. We began providing relay services in late March
2005 and recognized $1.3 million of relay service revenue for the year ended
December 31, 2005. We did not provide comparable relay services during 2004.

      Subscriber revenue. Subscriber revenue decreased to $2.3 million for the
year ended December 31, 2005 from $5.6 million for the year ended December 31,
2004. This decrease was primarily due to declines in our full service offering
subscriber base, as well as our Go.Web customers. These declines were partially
offset by increased subscribers to our value added WyndPower service. Our
subscriber base decreased to 22,718 subscribers at December 31, 2005 from 56,026
subscribers at December 31, 2004. Our average monthly revenue per user, or ARPU,
decreased to $4.97 for the year ended December 31, 2005 from $7.10 for the year
ended December 31, 2004.

      Commission revenue. We began earning commission during 2005 from our
acquisition of subscribers on behalf of various wireless network providers and
recognized $755,000 of commission revenue for the year ended December 31, 2005.
We did not provide comparable services during 2004.

      Equipment revenue. Equipment revenue increased to $442,000 for the year
ended December 31, 2005 from $181,000 for the year ended December 31, 2004. This
increase was primarily due to higher sales of mobile devices as a result of our
Global Interactive product line.

      Other revenue. Other revenue decreased to $125,000 for the year ended
December 31, 2005 from $260,000 for the year ended December 31, 2004. This
decrease was primarily due to reduced consulting services.

      Cost of subscriber revenue. Cost of subscriber revenue decreased to
$967,000 for the year ended December 31, 2005 from $2.5 million for the year
ended December 31, 2004. The decrease was primarily due to having a smaller
average subscriber base in the year ended December 31, 2005 than in the year
ended December 31, 2004.

      Cost of equipment revenue. Cost of equipment revenue increased to $585,000
for the year ended December 31, 2005 from $260,000 for the year ended December
31, 2004. This increase was primarily due to higher sales of mobile devices as a
result of our Global Interactive product line.

      Cost of network operations. Cost of network operations decreased to
$231,000 for the year ended December 31, 2005 from $733,000 for the year ended
December 31, 2004 as a result of the consolidation of our GoWeb and WyndTell
production systems into a single data center operated by a third party provider.

      Sales and marketing. Sales and marketing expenses increased to $1.2
million for the year ended December 31, 2005 from $597,000 for the year ended
December 31, 2004. This increase primarily was due to our introduction of new
products and services to the consumer marketplace as well as increased payments
to third parties as compensation for marketing these products.

      General and administrative. General and administrative expenses decreased
to $4.8 million for the year ended December 31, 2005 from $5.4 million for the
year ended December 31, 2004. This decrease primarily was due to our
consolidation of operations completed during April of 2004.

      Research and development. Research and development expense decreased to
$363,000 for the year ended December 31, 2005 from $507,000 for the year ended
December 31, 2004. This decrease primarily was due to decreased salaries and
benefits for personnel performing research and development activities.

      Amortization of other intangibles. Amortization of other intangibles
decreased for the year ended December 31, 2005 to $639,000 from $682,000 for the
year ended December 31, 2004.

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

      Interest (expense) income, net. Interest income, net increased to $160,000
for the year ended December 31, 2005 from interest expense, net of $1.0 million
for the year ended December 31, 2004. This change was primarily due to the
amortization of deferred debt expense and discount recorded on bridge notes
payable during 2004.


                                       25
<PAGE>

      Income tax benefit. Income tax benefit, which consists of the sale of
certain State Net Operating Loss Carryforwards, was $764,000 and $732,000 for
the years ended December 31, 2005 and 2004, respectively.

      Discontinued operations. The Company recorded a loss from discontinued
operations of $1.0 million for the year ended December 31, 2005 compared to
$222,000 for the year ended December 31, 2004. This relates to our prepaid
calling card division which was sold.

Liquidity and Capital Resources

      We have incurred significant operating losses since our inception and as
of December 31, 2006 had an accumulated deficit of $275.2 million. During 2006,
we incurred a net loss of $2.0 million and used $518,000 of cash to fund
operating activities. As of December 31, 2006 we had $3.9 million in cash and
cash equivalents. We anticipate continuing to generate revenues from four
primary sources, (i) relay service revenue; (ii) recurring service revenue;
(iii) activation bounties; and (iv) equipment sales. We anticipate that these
revenues will be partially offset by increases in sales and marketing
expenditures from levels incurred during 2006 as we introduce new products and
services to the consumer marketplace. We currently anticipate that our available
cash resources will be sufficient to fund our operating needs for at least the
next 12 months. At this time, we do not have any bank credit facility or other
working capital credit line under which we may borrow funds for working capital
or other general corporate purposes.

      On December 19, 2003, we entered into definitive agreements with multiple
investors providing for the investors to purchase approximately 1.3 million
shares of our common stock, par value $.01 (the "Common Stock"), for an
aggregate purchase price of $14.5 million in a private placement offering (the
"Financing"). As part of this Financing, on December 19, 2003, we received net
proceeds of approximately $800,000 from the issuance of 10% Senior Secured
Convertible Promissory Notes (the "Notes") and certain warrants. The Notes were
purchased by the investors at their par value in proportional amounts to their
aggregate investment commitments in the Financing. Upon stockholder approval and
closing of the Financing, the Notes and all accrued interest automatically
converted into Common Stock at a price of $12.00 per share, subject to certain
adjustments. We closed on the balance of the Financing in March 2004. We issued
a total of 1.3 million shares which included 86,509 shares related to the
conversion of the Notes. We received net proceeds after expenses of
approximately $12 million.

      Net cash used in operating activities was $518,000, $1.7 million and $5.5
million for the years ended December 31, 2006, 2005 and 2004, respectively. The
principal use of cash in each of these periods was to fund our losses from
operations.

      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 and bear interest
at a defined prime rate. If Hands On breaches any material provision of any
definitive agreement, the balance of principal and accrued interest will become
immediately due and payable and Hands On will grant the Company a broader
security interest in substantially all of Hands On's assets until amounts due
under the loan agreement are paid. As of December 31, 2006, the Company had
advanced approximately $530,000, excluding interest, to Hands On under the loan
agreement. As a result of the termination of the merger agreement (see
"Business-Termination of Hands On Merger Agreement"), repayment obligations
began June 1, 2006 and were scheduled to continue through February 2008. Hands
On failed to make payments subsequent to September 30, 2006 and all remaining
amounts outstanding under the loan agreement are due (see Legal Proceedings -
Item 3).

      Net cash used in investing activities was $355,000, $553,000 $621,000 for
the years ended December 31, 2006, 2005 and 2004, respectively. For the year
ended December 31, 2006, we used cash in investment activities principally for
purchases of property, equipment and leasehold improvements. For the year ended
December 31, 2005, we used cash in investment activities principally as loans to
Hands On and expenses related to the proposed merger with Hands On; the merger
agreement was terminated during March 2006. For the year ended December 31,
2004, we used cash in investment activities principally to support a letter of
credit in favor of Cingular, as well as purchases of property, equipment and
leasehold improvements. During 2007, we expect to use cash in investing
activities principally through capital expenditures.


                                       26
<PAGE>

      Net cash (used in)/provided by financing activities was ($61,000),
($62,000) and $12.7 million for the years ended December 31, 2006, 2005 and
2004, respectively. For 2006 and 2005, this resulted primarily from payments
made on lease obligations and was partially offset by the issuance of Common
Stock. For 2004 this primarily resulted from the above-mentioned financing and
the issuance of Common Stock from the exercise of stock options and warrants.

      As of December 31, 2006, our principal commitments consisted of
obligations outstanding under operating leases. As of December 31, 2006, future
minimum payments for non-cancelable operating leases having terms in excess of
one year amounted to $328,000, of which $200,000 is payable in 2007.

      The following table summarizes our contractual obligations at December 31,
2006, and the effect such obligations are expected to have on our liquidity and
cash flow in future periods.

<TABLE>
<CAPTION>
                                                                        Less than                                     After
December 31, (In thousands)                                 Total         1 Year        1-3 Years     4-5 Years      5 Years
                                                            -----        ---------      ---------     ---------      -------
<S>                                                         <C>            <C>            <C>            <C>           <C>
Contractual Obligations:
   Capital Lease Obligations .............................  $220           $ 86           $134           $--           $ --
   Operating Lease Obligations ...........................   328            200             75            53             --
                                                            ----           ----           ----           ---           ----
   Total Contractual Cash Obligations ....................  $548           $286           $209           $53           $ --
                                                            ====           ====           ====           ===           ====
</TABLE>

      During 2005, we entered into employment agreements with certain of our key
executives which provide for fixed compensation. These agreements generally
continue until terminated by the employee or us and, under certain
circumstances, provide for salary continuance for a specified period of no more
than 1 year.

      As of December 31, 2006, we had net operating loss carryforwards of
approximately $181.5 million for federal income tax purposes that will expire
through 2023. The state tax benefit during 2006 of $789,000 is attributable to
our sale of certain state net operating loss carryforwards. For financial
reporting purposes, a valuation allowance has been recognized to offset the
deferred tax assets related to these carryforwards. Due to limitations imposed
by the Tax Reform Act of 1986, and as a result of a significant change in our
ownership in 1999, the utilization of net operating loss carryforwards that
arose prior to such ownership change is subject to an annual limitation of $1.4
million. In addition, we acquired additional operating losses through our
acquisitions in 2000 of Wynd and Hotpaper. We believe that an ownership change
has occurred with respect to these entities. The effect of an ownership change
would be the imposition of an annual limitation on the use of net operating loss
carryforwards attributable to periods before such change. We have not performed
a detailed analysis to determine the amount of the potential limitations. In
addition, we have not performed a detailed analysis to determine the amount of
the potential limitations as a result of the 2004 Financing.

Recent Accounting Pronouncements

      In July 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109, which clarifies the
accounting and disclosure for uncertainty in tax positions, as defined. FIN 48
seeks to reduce the diversity in practice associated with certain aspects of the
recognition and measurement related to accounting for income taxes. This
interpretation is effective for fiscal years beginning after December 15, 2006.
The adoption of FIN 48 is not expected to have a material effect on the
Company's financial condition or results of operations.

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

      In February 2007, the FASB issued SFAS No. 159, "Establishing the Fair
Value Option for Financial Assets and Liabilities" to permit all entities to
choose to elect to measure eligible financial instruments at fair value. The
decision whether to elect the fair value option may occur for each eligible item
either on a specified election date or according to a preexisting policy for
specified types of eligible items. However, that decision


                                       27
<PAGE>

must also take place on a date on which criteria under SFAS 159 occurs. Finally,
the decision to elect the fair value option shall be made on an
instrument-by-instrument basis, except in certain circumstances. An entity shall
report unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date, and recognize
upfront costs and fees related to those items in earnings as incurred and not
deferred. SFAS No. 159 applies to fiscal years beginning after November 15,
2007, with early adoption permitted for an entity that has also elected to apply
the provisions of SFAS No. 157, Fair Value Measurements. An entity is prohibited
from retrospectively applying SFAS No. 159, unless it chooses early adoption.
SFAS No. 159 also applies to eligible items existing at November 15, 2007 (or
early adoption date). We are currently evaluating the implications of this
statement.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

      We believe that we have limited exposure to financial market risks,
including changes in interest rates. At December 31, 2006, all of our available
excess funds were 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 net loss of approximately $40,000 based on cash and cash equivalent balances
at December 31, 2006. We currently hold no derivative instruments and do not
earn foreign-source income.

Item 8. Financial Statements and Supplementary Data.

      The financial statements and the notes thereto which contain supplementary
data required to be filed pursuant to this Item 8 are appended to this Annual
Report on Form 10-K. A list of the financial statements filed herewith is found
at "Item 15. Exhibits and Financial Statement Schedules".

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

      Not applicable.

Item 9A. Controls and Procedures.

      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 over financial reporting. 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.

Item 9B. Other Information

      None


                                       28
<PAGE>

                                    PART III

Item 10. Directors.

      We maintain a code of ethics applicable to our principal executive
officer, principal financial officer, principal accounting officer or
controller, and to persons performing similar functions. A copy of this code of
ethics is posted on our Web site accessible at
http://www.goamerica.com/Company_info/ethics_execs.php. We intend to post any
amendment to, or waiver from, any provision in our code of ethics that applies
to such officers on our website.

      We will provide information that is responsive to this Item 10 in our
definitive proxy statement or in an amendment to this Annual Report not later
than 120 days after the end of the fiscal year covered by this Annual Report.
That information is incorporated in this Item 10 by reference.

Item 11. Executive Compensation.

      We will provide information that is responsive to this Item 11 regarding
compensation paid to our executive officers in our definitive proxy statement or
in an amendment to this Annual Report not later than 120 days after the end of
the fiscal year covered by this Annual Report. That information is incorporated
in this Item 11 by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

      We will provide information that is responsive to this Item 12 regarding
ownership of our securities by some beneficial owners and our directors and
executive officers in our definitive proxy statement or in an amendment to this
Annual Report not later than 120 days after the end of the fiscal year covered
by this Annual Report. That information is incorporated in this Item 12 by
reference.

Item 13. Certain Relationships and Related Transactions.

      We will provide information that is responsive to this Item 13 regarding
transactions with related parties in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days after the end of the
fiscal year covered by this Annual Report. That information is incorporated in
this Item 13 by reference.

Item 14. Principal Accountant Fees and Services.

      We will provide information that is responsive to this Item 14 regarding
accounting fees and services in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days after the end of the
fiscal year covered by this Annual Report. That information is incorporated in
this Item 14 by reference.


                                       29
<PAGE>

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules.

      The following documents are filed as part of this report:

(a) (1) Consolidated Financial Statements and (2) Consolidated Financial
        Statement Schedule

        Reference is made to the Index to Consolidated Financial Statements and
        Financial Statement Schedule on Page F-1.

        All other schedules have been omitted because the required information
        is not present or is not present in amounts sufficient to require
        submission of the schedule, or because the information required is
        included in the Consolidated Financial Statements or Notes thereto.

(b)     Exhibits.

        Reference is made to the Exhibit Index on Page 32.


                                       30
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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 this 30th day of March,
2007.

                                                    GOAMERICA, INC.

                                                    BY:   /S/ DANIEL R. LUIS
                                                        -----------------------
                                                            Daniel R. Luis,
                                                        Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

       Signature                      Title                         Date
       ---------                      -----                         ----

  /s/ AARON DOBRINSKY          Chairman of the Board            March 30, 2007
-----------------------
    Aaron Dobrinsky

  /s/ DANIEL R. LUIS          Chief Executive Officer           March 30, 2007
-----------------------    (Principal Executive Officer)
    Daniel R. Luis

/s/ DONALD G. BARNHART       Chief Financial Officer            March 30, 2007
-----------------------   (Principal Accounting Officer)
  Donald G. Barnhart

    /s/ JOSEPH KORB                  Director                   March 30, 2007
-----------------------
      Joseph Korb

     /s/ KING LEE                    Director                   March 30, 2007
-----------------------
       King Lee

    /s/ DAVID LYONS                  Director                   March 30, 2007
-----------------------
      David Lyons

   /s/ D. SUE DECKER                 Director                   March 30, 2007
-----------------------
     D. Sue Decker

   /s/ JANICE DEHESH                 Director                   March 30, 2007
-----------------------
     Janice Dehesh


                                       31
<PAGE>

                                 EXHIBIT INDEX++
                                   ITEM 15(b)

Exhibit No.                       Description of Exhibit
-----------                       ----------------------

2.1++         Agreement and Plan of Reorganization, dated July 6, 2005, by and
              among GoAmerica, Inc., HOVRS Acquisition Corporation, HOSLS
              Acquisition Corporation, Hands On Video Relay Services, Inc.,
              Hands On Sign Language Services, Inc., Ronald E. Obray, as Hands
              On shareholders' agent, and Denise E. Obray (incorporated by
              reference to GoAmerica's Current Report on Form 8-K filed with the
              Securities and Exchange Commission on July 6, 2005) (File No.
              000-29359), as amended by Waiver and Supplemental Agreement, dated
              as of October 28, 2005, among Hands On Video Relay Services, Inc.,
              Hands On Sign Language Services, Inc., Denise and Ronald Obray,
              and GoAmerica, Inc. (incorporated by reference to GoAmerica's
              Quarterly Report on Form 10-Q filed with the Securities and
              Exchange Commission on November 14, 2005) (File No. 000-29359)

3.1           Restated Certificate of Incorporation, as filed with the Secretary
              of State of the State of Delaware on August 18, 2005 (Incorporated
              by reference to GoAmerica's Quarterly Report on Form 10-Q filed
              with the Securities and Exchange Commission on November 14, 2005)
              (File No. 000-29359)

3.2           By-laws (Incorporated by reference to GoAmerica's Registration
              Statement on Form S-1 [which became effective on April 6, 2000]).
              (File No. 333-94801)

4.1           Warrant Certificate, dated as of November 14, 2003, issued to
              Stellar Continental LLC (Incorporated by reference to GoAmerica's
              Current Report on Form 8-K filed with the Securities and Exchange
              Commission on November 24, 2003) (File No. 00-29359)

4.2           Warrant to Purchase Common Stock of GoAmerica, Inc., issued to
              Derek Caldwell as nominee for Sunrise Securities Corp.
              (Incorporated by reference to GoAmerica's Current Report on Form
              8-K filed with the Securities and Exchange Commission on December
              24, 2003) (File No. 000-29359)

4.3           Warrant to Purchase Common Stock of GoAmerica, Inc., issued to
              Amnon Mandelbaum as nominee for Sunrise Securities Corp.
              (Incorporated by reference to GoAmerica's Current Report on Form
              8-K filed with the Securities and Exchange Commission on December
              24, 2003) (File No. 000-29359)

10.1          Form of Invention Assignment and Non-Disclosure Agreement by and
              between GoAmerica and its employees (Incorporated by reference to
              GoAmerica's Registration Statement on Form S-1 [which became
              effective on April 6, 2000]) (File No. 333-94801)

10.2          Form of Indemnification Agreement by and between GoAmerica and
              each of its directors and executive officers (Incorporated by
              reference to GoAmerica's Registration Statement on Form S-1 [which
              became effective on April 6, 2000]) (File No. 333-94801)

10.3          Amended and Restated Employment Agreement by and between
              GoAmerica, Inc. and Daniel R. Luis, dated as of November 8, 2005
              (Incorporated by reference to GoAmerica's Quarterly Report on Form
              10-Q filed with the Securities and Exchange Commission on November
              14, 2005) (File No. 000-29359)

10.4          Employment Agreement by and between GoAmerica and Aaron Dobrinsky,
              dated as of May 6, 2002 (Incorporated by reference to GoAmerica's
              Quarterly Report on Form 10-Q filed with the Securities and
              Exchange Commission on August 2, 2002) (File No. 000-29359), as
              amended by Amendment No. 1, dated as of March 10, 2004
              (Incorporated by reference to GoAmerica's Annual Report on Form
              10-K filed with the Securities and Exchange Commission on March
              10, 2004) (File No. 000-29359)

10.5          Amended and Restated Employment Agreement by and between GoAmerica
              and Jesse Odom, dated as of November 8, 2005 (Incorporated by
              reference to GoAmerica's Quarterly Report on Form 10-Q filed with
              the Securities and Exchange Commission on November 14, 2005) (File
              No. 000-29359)

10.6          Amended and Restated Employment Agreement by and between GoAmerica
              and Donald G. Barnhart, dated as of November 8, 2005 (Incorporated
              by reference to GoAmerica's Quarterly Report on Form 10-Q filed
              with the Securities and Exchange Commission on November 14, 2005)
              (File No. 000-29359)


                                       32
<PAGE>

10.7          Employment Agreement by and between GoAmerica and Wayne D. Smith,
              dated as of November 8, 2005 (Incorporated by reference to
              GoAmerica's Quarterly Report on Form 10-Q filed with the
              Securities and Exchange Commission on November 14, 2005) (File No.
              000-29359)

10.8          GoAmerica Communications Corp. 1999 Stock Option Plan
              (Incorporated by reference to GoAmerica's Registration Statement
              on Form S-1 [which became effective on April 6, 2000]) (File No.
              333-94801)

10.9          GoAmerica, Inc. 1999 Stock Plan (Incorporated by reference to
              GoAmerica's Registration Statement on Form S-1 [which became
              effective on April 6, 2000]) (File No. 333-94801)

10.10         GoAmerica, Inc. Employee Stock Purchase Plan (Incorporated by
              reference to GoAmerica's Registration Statement on Form S-1 [which
              became effective on April 6, 2000]) (File No. 333-94801)

10.11         GoAmerica, Inc. 2005 Equity Compensation Plan (Incorporated by
              reference to Annex B of GoAmerica, Inc.'s Proxy Statement dated
              November 15, 2005) (File No. 333-94801)

10.12++       Lease Agreement dated as of August 1, 2004, by and between
              GoAmerica Communications Corp. and Stellar Continental LLC, as
              amended by Amendment No. 1, dated as of August 1, 2004
              (Incorporated by reference to GoAmerica's Annual Report on Form
              10-K filed with the Securities and Exchange Commission on March
              31, 2005) (File No. 000-29359)

10.13         Purchase Agreement, dated as of December 19, 2003, by and between
              GoAmerica, Inc. and the Investors set forth therein (Incorporated
              by reference to GoAmerica's Current Report on Form 8-K filed with
              the Securities and Exchange Commission on December 24, 2003) (File
              No. 000-29359)

10.14++       Services Agreement, dated January 1, 2005, between Nordia Inc. and
              GoAmerica Communications Corp. (filed herewith), as amended as of
              February 1, 2006 (filed herewith).

10.15++       Short Term Loan Agreement between Hands On Video Relay Services,
              Inc. and Hands On Sign Language Services, Inc., and GoAmerica,
              Inc., entered into on May 2, 2005 (Incorporated by reference to
              GoAmerica's Quarterly Report on Form 10-Q filed on May 12, 2005)
              (File No. 000-29359)

21.1          List of subsidiaries of GoAmerica, Inc. (filed herewith)

23.1          Consent of WithumSmith+Brown, P.C. (filed herewith)

31.1          Certification pursuant to Rule 13a-14(a) or 15d-14(a) (filed
              herewith)

31.2          Certification pursuant to Rule 13a-14(a) or 15d-14(a) (filed
              herewith)

32.1          Certification pursuant to 18 U.S.C. Section 1350 (filed herewith)

32.2          Certification pursuant to 18 U.S.C. Section 1350 (filed herewith)

----------
++    Certain schedules and exhibits to the documents listed in this index are
      not being filed herewith or have not been previously filed because we
      believe that the information contained therein is not material. Upon
      request therefor, we agree to furnish supplementally a copy of any
      schedule or exhibit to the Securities and Exchange Commission.


                                       33
<PAGE>

                                 GOAMERICA, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULE

                                                                            Page
                                                                            ----
Report of Independent Registered Public Accounting Firm....................  F-2
Consolidated Balance Sheets as of December 31, 2006 and 2005...............  F-3
Consolidated Statements of Operations for the years ended
  December 31, 2006, 2005 and 2004.........................................  F-4
Consolidated Statements of Stockholders' Equity for the years
  ended December 31, 2006, 2005 and 2004...................................  F-5
Consolidated Statements of Cash Flows for the years ended
  December 31, 2006, 2005 and 2004   ......................................  F-6
Notes to Consolidated Financial Statements.................................  F-7
Financial Statement Schedule:
Valuation and Qualifying Accounts and Reserves for the years ended
  December 31, 2006, 2005 and 2004.........................................  S-1

      All other schedules have been omitted because the required information is
      not present or is not present in amounts sufficient to require submission
      of the schedule, or because the information required is included in the
      Consolidated Financial Statements or Notes thereto.


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors,
  GoAmerica, Inc.

      We have audited the accompanying consolidated balance sheets of GoAmerica,
Inc. as of December 31, 2006 and 2005, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the years in the
three year period ended December 31, 2006. Our audits also included the
consolidated financial statement schedule for the years ended December 31, 2006,
2005 and 2004 as listed in the index. These financial statements and schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of GoAmerica, Inc.
as of December 31, 2006 and 2005, and the consolidated results of their
operations and their cash flows for each of the years in the three year period
ended December 31, 2006 in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such
consolidated financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.

      As discussed in Note 2 to the accompanying consolidated financial
statements, effective January 1, 2006, the Company adopted Statement of
Financial Accounting Standards No. 123( R), "Share-Based Payments".

      As discussed in Note 2 to the consolidated financial statements, the
Company has restated their net loss per share for 2005 and for certain quarterly
periods disclosed in Note 13 due to a correction in the determination of the
weighted average number of shares utilized in the Company's basic and diluted
net loss per share calculations.

                                                   /s/ WithumSmith + Brown, P.C.

New Brunswick, New Jersey
March 20, 2007


                                      F-2
<PAGE>

                                 GOAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                      -----------------------------
                                                                                         2006               2005
                                                                                      ---------           ---------
<S>                                                                                   <C>                 <C>
Assets
Current assets:
   Cash and cash equivalents ...................................................      $   3,870           $   4,804
   Accounts receivable, less allowance for doubtful accounts of $157 in
      2006 and $278 in 2005 ....................................................          1,891                 931
   Other receivable ............................................................             48                  --
   Merchandise inventories .....................................................            329                 139
   Prepaid expenses and other current assets ...................................            185                 135
   Assets of discontinued operations ...........................................             --                 378
                                                                                      ---------           ---------
Total current assets ...........................................................          6,323               6,387

Restricted cash ................................................................             --                 300
Property, equipment and leasehold improvements, net ............................            755                 576
Goodwill, net ..................................................................          6,000               6,000
Other assets ...................................................................            801                 812
                                                                                      ---------           ---------
Total assets ...................................................................      $  13,879           $  14,075
                                                                                      =========           =========
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable ............................................................      $     559           $     765
   Accrued expenses ............................................................          1,982                 553
   Deferred revenue ............................................................            100                  67
   Other current liabilities ...................................................             65                  19
   Liabilities of discontinued operations ......................................             --                 173
                                                                                      ---------           ---------
Total current liabilities ......................................................          2,706               1,577

Other long term liabilities ....................................................            112                  --

Commitments and contingencies
Stockholders' equity:
   Preferred stock, $.01 par value; authorized: 4,351,943 in 2006
      and 2005; issued and outstanding: none in 2006 and 2005 ..................             --                  --
   Common stock, $.01 par value; authorized: 200,000,000 in 2006
      and 2005; issued: 2,486,668 in 2006 and 2,362,514 in 2005,
      respectively .............................................................             25                  24
   Additional paid-in capital ..................................................        286,429             287,137
   Deferred employee compensation ..............................................             --              (1,230)
   Accumulated deficit .........................................................       (275,207)           (273,247)
   Treasury stock, at cost, 24,063 shares in 2006 and 2005 .....................           (186)               (186)
                                                                                      ---------           ---------
Total stockholders' equity .....................................................         11,061              12,498
                                                                                      ---------           ---------
Total liabilities and stockholders' equity .....................................      $  13,879           $  14,075
                                                                                      =========           =========
</TABLE>


                                      F-3
<PAGE>

                                 GOAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                      Years ended December 31,
                                                                      --------------------------------------------------------
                                                                          2006                 2005                    2004
                                                                      -----------          -----------             -----------
<S>                                                                   <C>                  <C>                     <C>
Revenues:
   Relay services ...........................................         $     8,695          $     1,261             $        --
   Subscriber ...............................................               1,190                2,348                   5,588
   Commissions ..............................................               2,454                  755                      --
   Equipment ................................................                 429                  442                     181
   Other ....................................................                   8                  125                     260
                                                                      -----------          -----------             -----------
                                                                           12,776                4,931                   6,029
Costs and expenses:
   Cost of relay services ...................................               5,320                   --                      --
   Cost of subscriber revenue ...............................                 845                  967                   2,539
   Cost of equipment revenue ................................                 536                  585                     260
   Cost of network operations ...............................                 110                  231                     733
   Sales and marketing ......................................               2,494                1,166                     597
   General and administrative ...............................               4,589                4,777                   5,411
   Research and development .................................                 359                  363                     507
   Depreciation and amortization of fixed assets ............                 362                  485                     804
   Amortization of other intangibles ........................                  --                  639                     682
                                                                      -----------          -----------             -----------
                                                                           14,615                9,213                  11,533
                                                                      -----------          -----------             -----------
Loss from operations ........................................              (1,839)              (4,282)                 (5,504)
Other income (expense):
   Terminated merger costs ..................................                (490)                  --                      --
   Settlement gains, net ....................................                  --                   --                   1,494
   Interest (expense) income, net ...........................                 169                  160                    (944)
                                                                      -----------          -----------             -----------
                                                                             (321)                 160                     550
                                                                      -----------          -----------             -----------
Loss before benefit from income taxes .......................              (2,160)              (4,122)                 (4,954)
   Income tax benefit .......................................                 789                  764                     732
                                                                      -----------          -----------             -----------
Loss from continuing operations .............................              (1,371)              (3,358)                 (4,222)
Loss from discontinued operations ...........................                (589)              (1,014)                   (222)
                                                                      -----------          -----------             -----------
Net loss ....................................................         $    (1,960)         $    (4,372)            $    (4,444)
                                                                      ===========          ===========             ===========
Loss per share-Basic and Diluted:
   Loss from continuing operations ..........................         $     (0.65)         $     (1.61)(A)         $     (2.37)
                                                                      ===========          ===========             ===========
Loss from discontinued operations ...........................         $     (0.28)         $     (0.48)(A)         $     (0.12)
                                                                      ===========          ===========             ===========
Basic and Diluted net loss per share ........................         $     (0.93)         $     (2.09)(A)         $     (2.49)
                                                                      ===========          ===========             ===========
Weighted average shares used in computation of
   basic and diluted net loss per share .....................           2,105,184            2,093,445(A)            1,785,403
</TABLE>

----------
(A)   Restated for the weighted average number of shares utilized in the
      computation-see Note 2

                            See accompanying notes.


                                      F-4
<PAGE>

                                GOAMERICA, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                Common Stock                                        Treasury Stock
                                             -----------------                                      ---------------
                                                               Additional   Deferred                                     Total
                                               Number            paid-in    employee   Accumulated   Number           stockholders'
                                             of shares  Amount   capital  compensation   deficit    of shares Amount     equity
                                             ---------  ------ ---------- ------------ -----------  --------- ------  -------------

<S>                                            <C>       <C>   <C>         <C>          <C>         <C>       <C>      <C>
Balance at January 1, 2004 .................   684,739   $ 7   $ 271,566   $    --      $(264,431)       --   $  --    $  7,142
  Issuance of common stock pursuant to:
    exercise of employee stock options .....     6,776    --         173        --             --        --      --         173
    exercise of warrants ...................    50,652    --          13        --             --        --      --          13
    equity financing, net of expenses ...... 1,224,304    12      12,197        --             --        --      --      12,209
    conversion of bridge note payable ......    86,509     1       1,014        --             --        --      --       1,015
    acquisition of intangible assets .......    54,671     1         441        --             --        --      --         442
  Issuance of common stock pursuant to
    settlement agreements ..................     9,688    --         450        --             --        --      --         450
  Purchase of treasury stock ...............        --    --          --        --             --    24,063    (186)       (186)
  Net loss .................................        --    --          --        --         (4,444)       --      --      (4,444)
                                             ---------   ---   ---------   -------      ---------    ------   -----    --------
Balance at December 31, 2004 ............... 2,117,339    21     285,854        --       (268,875)   24,063    (186)     16,814
  Issuance of common stock pursuant
    to exercise of warrants ................       175    --           2        --             --        --      --           2
  Issuance of restricted stock pursuant to
    employment contracts ...................   245,000     3       1,281    (1,284)            --        --      --          --
  Amortization of deferred employee
    compensation ...........................        --    --          --        54             --        --      --          54
  Net loss .................................        --    --          --        --         (4,372)       --      --      (4,372)
                                             ---------   ---   ---------   -------      ---------    ------   -----    --------
Balance at December 31, 2005 ............... 2,362,514    24     287,137    (1,230)      (273,247)   24,063    (186)     12,498
  Elimination of deferred employee
    compensation against ADPIC upon
    adoption of FAS 123 (R) ................        --    --      (1,230)    1,230             --        --      --          --
  Issuance of restricted stock to
    directors ..............................    92,500     1          (1)       --             --        --      --          --
  Issuance of restricted stock to
    consultants ............................    30,000    --          --        --             --        --      --          --
  Issuance of common stock pursuant to
    exercise of options ....................     1,654    --           7        --             --        --      --           7
  Stock based consulting expense ...........        --    --          61        --             --        --      --          61
  Stock based compensation-employees
    and directors ..........................        --    --         455        --             --        --      --         455
  Net loss .................................        --    --          --        --         (1,960)       --      --      (1,960)
                                             ---------   ---   ---------   -------      ---------    ------   -----    --------
Balance at December 31, 2006 ............... 2,486,668   $25   $ 286,429   $    --      $(275,207)   24,063   $(186)   $ 11,061
                                             =========   ===   =========   =======      =========    ======   =====    ========
</TABLE>

                            See accompanying notes.


                                      F-5
<PAGE>

                                 GOAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                              Years ended December 31,
                                                                     ----------------------------------------------
                                                                       2006               2005               2004
                                                                     -------            -------            --------
<S>                                                                  <C>                <C>                <C>
Operating activities
Net loss .......................................................     $(1,960)           $(4,372)           $ (4,444)
Adjustments to reconcile net loss to net cash used
   in operating activities:
   Depreciation and amortization ...............................         362              1,124               1,486
   Amortization of debt discount and deferred
     financing costs ...........................................          --                 --               1,014
   Gain on sale of business ....................................         (38)                --                  --
   Provision for losses on accounts receivable .................         156                318                 239
   Common stock issued for interest expense ....................          --                 --                  19
   Settlement gains, net .......................................          --                 --              (1,494)
   Non-cash stock compensation and expense .....................         516                 54                  --
   Write-off of capitalized terminated merger costs ............         431                 --                  --
   Changes in operating assets and liabilities, net of
     effects from divestiture of business:
     (Increase) decrease in accounts receivable ................        (909)                58                 (32)
     (Increase) decrease in other receivables ..................          --                732                (198)
     (Increase) decrease in inventory ..........................        (168)               (38)                 90
     (Increase) decrease in prepaid expenses and
        other current assets ...................................         (94)                84                (104)
     (Decrease) increase in accounts payable ...................        (206)               417              (1,124)
     Increase (decrease) in accrued expenses ...................       1,384                137                (564)
     Increase (decrease) in deferred revenue ...................           8               (193)               (388)
                                                                     -------            -------            --------
Net cash used in operating activities ..........................        (518)            (1,679)             (5,500)

Investing activities
Purchase of property, equipment and leasehold
   improvements ................................................        (320)              (114)               (138)
Acquisition of intangible assets ...............................          --                 --                 (75)
Proceeds from sale of business .................................          53                 --                  --
Change in other assets and restricted cash .....................         (88)              (439)               (408)
                                                                     -------            -------            --------
Net cash used in investing activities ..........................        (355)              (553)               (621)

Financing activities
Issuance of common stock, net of related expenses ..............           7                  2              12,981
Payments made for deferred financing costs .....................          --                 --                (139)
Purchase of treasury stock .....................................          --                 --                (186)
Payments made on capital lease obligations .....................         (68)               (64)                 (5)
                                                                     -------            -------            --------
Net cash provided by (used in) financing activities ............         (61)               (62)             12,651
                                                                     -------            -------            --------
Increase (decrease) in cash and cash equivalents ...............        (934)            (2,294)              6,530
Cash and cash equivalents at beginning of year .................       4,804              7,098                 568
                                                                     -------            -------            --------
Cash and cash equivalents at end of year .......................     $ 3,870            $ 4,804            $  7,098
                                                                     =======            =======            ========
</TABLE>

                            See accompanying notes.


                                      F-6
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

1. Description of Business and Basis of Presentation

      GoAmerica(R) is a communications service provider, offering solutions
primarily for consumers who are deaf, hard of hearing and/or speech-impaired.
The Company currently develops, markets and supports most of its wireless data
solutions through Wynd Communications Corporation, a wholly owned subsidiary of
GoAmerica. In March 2005, the Company began deriving relay service revenues from
a wireless Internet Relay service marketed in conjunction with Sprint
Corporation, now Sprint Nextel, and our i711.com(TM) branded Internet service as
a standard feature across all of the wireless service offerings that operate on
certain RIM handheld devices and the T-Mobile Sidekick. Our i711.com wireless
relay service permits deaf consumers to contact a Telecommunications Relay
Service, or "TRS", operator to place a "live" telephone call to a hearing party
by using certain wireless handheld devices. Wynd Communications also offers
wireless data services 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, allowing 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, the T-Mobile Sidekick, Fido hiptop, and
SunCom hiptop devices running on Danger Inc.'s hiptop platform. Additionally,
GoAmerica continues to support customers who use our proprietary software
technology called Go.Web(TM). The Company also records revenues from commissions
received through the acquisition of subscribers on behalf of various network
providers with which the Company does not have reseller agreements.

      Until August 31, 2006, the Company operated two reportable business
segments, Wireless Data Solutions and Prepaid Services. Effective August 31,
2006, the Company sold GoAmerica Marketing, Inc., dba GA Prepaid ("GA Prepaid"),
our prepaid calling card division. The sale closed on October 2, 2006 at which
time the Company ceased offering prepaid services as described in Note 4.

      The Company operates in a highly competitive environment subject to rapid
technological change and the 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. The Company
is highly dependent on third parties for wireless communication devices and
wireless network connectivity.

      The Company has incurred significant operating losses since its inception
and, as of December 31, 2006, had an accumulated deficit of $275,207. During
2006, the Company incurred a net loss of $1,960 and used $518 of cash to fund
operating activities. As of December 31, 2006, the Company had $3,870 in cash
and cash equivalents.

2. Significant Accounting Policies

Basis of Consolidation

      The consolidated financial statements include the accounts of GoAmerica,
Inc. and its wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.

Cash Equivalents

      Cash equivalents consist of highly liquid investments with an original
maturity of three months or less when purchased.

Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported


                                      F-7
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
certain revenues and expenses during the reporting periods. Actual results could
differ from those estimates. Significant estimates that affect the financial
statements include, but are not limited to: collectibility of accounts and notes
receivable and recoverability of goodwill.

Receivables and Credit Policies

      Accounts receivable are uncollateralized customer obligations due under
normal trade terms requiring payment within 30 days from the invoice date.
Accounts receivable are stated at the amount billed to the customer. Interest is
not billed or accrued. Accounts receivable in excess of 90 days old are
considered delinquent. Payments of accounts receivable are allocated to the
specific invoices identified on the customer's remittance advice or, if
unspecified, are applied to the oldest unpaid invoices.

      The carrying amount of accounts receivable is reduced by a valuation
allowance that reflects the Company's best estimate of the amounts that may not
be collected. This estimate is based on reviews of all balances in excess of 90
days from the invoice date and an assessment of current creditworthiness,
estimating the portion, if any, of the balance that will not be collected. The
Company reviews its valuation allowance on a quarterly basis.

Merchandise Inventories

      Merchandise inventories, principally wireless devices, are stated at the
lower of cost (first-in, first-out) basis or market. Inventories are recorded
net of a reserve for excess and obsolete merchandise.

Property, Equipment and Leasehold Improvements

      Property, equipment and leasehold improvements are stated at cost.
Depreciation is provided on the straight-line method over the estimated useful
lives of the related assets ranging from two to seven years. Leasehold
improvements are depreciated over the lesser of their useful lives or term of
the lease. Expenditures for maintenance and repairs are charged to expense as
incurred.

Computer Software Developed or Obtained For Internal Use

      All direct internal and external costs incurred in connection with the
development stage of software for internal use are capitalized. All other costs
associated with internal use software are expensed when incurred. Amounts
capitalized are included in property, equipment and leasehold improvements and
are amortized on a straight-line basis over three years beginning when such
assets are placed in service.

Goodwill and Intangible Assets

      Goodwill and intangible assets result primarily from acquisitions
accounted for under the purchase method. In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets" ("SFAS No. 142"), goodwill and intangible assets with indefinite lives
are not amortized but are subject to impairment by applying a fair value based
test. Intangible assets with finite useful lives related to developed
technology, customer lists, trade names and other intangibles have been
amortized on a straight-line basis over the estimated useful life of the related
asset, generally one to five years. These intangible assets were fully amortized
as of December 31, 2005.

Recoverability of Intangible and Other Long Lived Assets

      In accordance with SFAS No.142, the Company reviews the carrying value of
goodwill and intangible assets with indefinite lives annually or in certain
circumstances as required. The Company measures impairment losses by comparing
carrying value to fair value. Fair value is determined using discounted cash
flow methodology.


                                      F-8
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      In accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," long-lived assets used in operations are
reviewed for impairment whenever events or changes in circumstances indicate
that carrying amounts may not be recoverable. For long-lived assets to be held
and used, the Company recognizes an impairment loss only if its carrying amount
is not recoverable through its undiscounted cash flows and measures the
impairment loss based on the difference between the carrying amount and fair
value.

      For the three year period ended December 31, 2006, there were no SFAS No.
142 or 144 impairment charges.

Revenue Recognition

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

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

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

Revenue Recognition-Discontinued Operation

      Revenue from the sale of prepaid calling cards was deferred upon sale of
the cards. These deferred revenues were earned when usage of the cards occurred
and/or administrative fees were imposed.

Cost of Revenues

      Cost of relay revenue consists principally of charges related to
outsourced call center operators utilized to facilitate calls. Cost of
subscriber revenue consists principally of airtime costs charged by carriers.
Cost of equipment revenue consists of the cost of equipment sold.

Cost of Revenues-Discontinued Operation

      Cost of prepaid services consisted principally of usage costs charged by
carriers.

Income Taxes

      Deferred income taxes are determined using the asset and liability method.
Under this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. A valuation allowance is recorded
when the expected recognition of a deferred tax asset is considered to be
unlikely.

Advertising Costs

      Advertising costs are expensed as incurred. During 2006, 2005 and 2004,
advertising expense was approximately $97, $110 and $17, respectively.


                                      F-9
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

Research and Development Costs

      Research and development costs are expensed as incurred.

Stock-Based Employee Compensation

      At December 31, 2006, the Company had three stock-based compensation
plans, which are more fully described in Note 11 of these Notes to Consolidated
Financial Statements below.

      Prior to January 1, 2006, the Company accounted for awards granted under
those plans using an intrinsic value approach to measure compensation expense in
accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees" and related interpretations. Under this method,
compensation expense, if any, was recorded on the date of the grant only if the
current market price of the underlying stock exceeded the exercise price. Under
the provisions of APB 25, there was no compensation expense resulting from the
issuance of stock options by the Company where the exercise price was equivalent
to the fair market value at the date of grant.

      Effective January 1, 2006, the Company adopted SFAS No. 123R, "Share-Based
Payments" ("SFAS 123R") and considered the related guidance of the Securities
and Exchange Commission ("SEC") included in Staff Accounting Bulletin ("SAB")
No. 107. The Company elected to use the modified prospective transition method
as permitted by SFAS 123R and, accordingly, did not restate their financial
results for prior periods. Under this transition method, stock-based
compensation expense for the year ended December 31, 2006 includes compensation
expense for all stock-based compensation awards granted prior to, but not yet
vested as of January 1, 2006 (based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123 and previously presented in
the pro forma footnote disclosures), and compensation cost for all stock-based
payments granted subsequent to January 1, 2006 (based on the grant-date fair
value estimated in accordance with the new provisions of SFAS 123(R)). The
Company did not issue any new stock options during the year ended December 31,
2006. The Company's adoption of SFAS 123R had no effect on the Company's basic
and diluted net loss per share for the year ended December 31, 2006. As part of
the adoption of SFAS 123(R), effective January 1, 2006, the Company eliminated
$1,230 of deferred employee compensation against paid in capital.

      The Company granted restricted stock awards, restricted by a service
condition, with vesting periods of up to 3 years. Restricted stock awards are
valued using the fair market value of the Company's common stock as of the date
of grant. The Company recognizes compensation expense on a straight line basis
over the requisite service period of the award. The remaining unvested shares
are subject to forfeitures and restrictions on sale, or transfer, up until the
vesting date.

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").


                                      F-10
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      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
antidilutive. 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 as well as unvested restricted stock is anti-dilutive and as such,
these amounts have been excluded from the calculation of diluted loss per share.
For the years ended December 31, 2006, 2005 and 2004, a total of 453,344,
426,428 and 174,725 of common stock equivalent shares were excluded from the
computation of diluted net loss per share and consisted of the following:

                                                Years Ended December 31,
                                            -------------------------------
                                              2006        2005        2004
                                            -------     -------     -------
      Options .........................      83,191      97,108      89,387
      Warrants ........................      84,320      84,320      85,338
      Non-vested restricted stock .....     285,833     245,000A         --
                                            -------     -------     -------
        Total .........................     453,344     426,428A    174,725
                                            =======     =======     =======

      A: Restated from 2005-see below.

      The Company has restated its net loss per share for 2005 and for the
quarterly periods ended December 31, 2005, March 31, 2006, June 30, 2006 and
September 30, 2006, which are included in Note 13, from the amounts originally
reported in the 2005 Form 10-K or in the respective Form 10-Q. The Company
erroneously included non-vested restricted stock in the determination of
weighted average shares outstanding utilized in the calculation of basic and
diluted net loss per share for those periods. The originally reported loss per
share and the restated loss per share amounts are as follows:

                                                   As Originally
      Period                                          Reported      Restated
      ------                                       -------------    --------

      Quarter ended December 31, 2005 ..........       $(0.60)       $(0.64)
      Year ended December 31, 2005 .............       $(2.05)       $(2.09)
      Quarter ended March 31, 2006 .............       $(0.46)       $(0.51)
      Quarter ended June 30, 2006 ..............       $(0.16)       $(0.17)
      Quarter ended September 30, 2006 .........       $(0.22)       $(0.25)

Concentration of Credit Risk

      Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents and accounts
receivable. The Company maintains a significant portion of its cash and cash
equivalents with two financial institutions. At times these balances exceed the
FDIC insured limit.

      As of December 31, 2006, the Company had 61% of its accounts receivable
with the National Exchange Carriers Association ("NECA"). For the year ended
December 31, 2006, the Company generated 68% of its total revenue with NECA.
Ther were no such concentrations in 2005. As of December 31, 2006 and 2005, the
Company had 11% and 23%, respectively, of its accounts receivable with T-Mobile.
For the years ended December 31, 2006 and 2005, the Company generated 19% and
15%, respectively, of its total revenue with T-Mobile. The Company performs
periodic credit evaluations of its customers but generally does not require
collateral.

Other Concentration of Risk

      The Company is heavily reliant upon Nordia, Inc. for technology and labor
supporting our IP text relay services.

                                      F-11
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

Fair Value of Financial Instruments

      The carrying amounts of the Company's financial instruments, which include
cash and cash equivalents, accounts and notes receivable, accounts payable and
other debt obligations approximate their fair values due to the short maturity
of these items. It is not practicable to determine the fair value of the
Company's note receivable with Hands On (see Note 8).

Reclassifications

      The Company has reclassified certain prior year information to conform
with current year presentation. Such reclassifications had no effect on the
prior year's net loss.

Recent Accounting Pronouncements

      In July 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109, which clarifies the
accounting and disclosure for uncertainty in tax positions, as defined. FIN 48
seeks to reduce the diversity in practice associated with certain aspects of the
recognition and measurement related to accounting for income taxes. This
interpretation is effective for fiscal years beginning after December 15, 2006.
The adoption of FIN 48 is not expected to have a material effect on the
Company's financial condition or results of operations.

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

      In February 2007, the FASB issued SFAS No. 159, "Establishing the Fair
Value Option for Financial Assets and Liabilities" to permit all entities to
choose to elect to measure eligible financial instruments at fair value. The
decision whether to elect the fair value option may occur for each eligible item
either on a specified election date or according to a preexisting policy for
specified types of eligible items. However, that decision must also take place
on a date on which criteria under SFAS 159 occurs. Finally, the decision to
elect the fair value option shall be made on an instrument-by-instrument basis,
except in certain circumstances. An entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date, and recognize upfront costs and fees related to
those items in earnings as incurred and not deferred. SFAS No. 159 applies to
fiscal years beginning after November 15, 2007, with early adoption permitted
for an entity that has also elected to apply the provisions of SFAS No. 157,
Fair Value Measurements. An entity is prohibited from retrospectively applying
SFAS No. 159, unless it chooses early adoption. SFAS No. 159 also applies to
eligible items existing at November 15, 2007 (or early adoption date). The
Company is currently evaluating the implications of this Statement.

3. Settlement Gains, net

      In December 2003, the Company executed a series of settlement agreements
with various vendors that provided, upon their consummation, for the reduction
of amounts owed by the Company to these vendors. Generally, the terms of the
settlement agreements called for the Company to make fixed cash payments or
issue shares of the Company's common stock. The consummation of the settlement
agreements was contingent upon the Company's complying with all of the terms of
the individual agreements, certain of which are as follows:

      o     Cash payments of approximately $300 to vendors with which the
            Company had established settlement agreements.


                                      F-12
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      o     Establishment of a standby letter of credit in favor of Cingular,
            which resulted in restricted cash in the original amount of $600.

      All such terms and conditions were satisfied in 2004 and, as a result, the
Company recorded approximately $1,621 in settlement gains during the year ended
December 31, 2004. In addition, approximately $450 of vendor liabilities were
satisfied through the issuance of 9,688 shares of the Company's common stock.

      On February 15, 2002, Eagle Truck Lines Inc. (a/k/a Air Eagle, Inc.) filed
suit against GoAmerica, Inc. in the Superior Court of the State of California
for the County of Los Angeles seeking payment of $590, plus other damages,
expenses, interest and costs of suit. This action was removed to the United
States District Court for the Central District of California and subsequently,
pursuant to a motion brought by GoAmerica, transferred to the District of New
Jersey. Air Eagle alleged that GoAmerica, as successor in interest to Flash
Creative Management ("Flash"), failed to perform its obligations under a
consulting contract dated July 2, 1999 (the "Contract"), by and between Flash
and Air Eagle. Air Eagle alleged that GoAmerica assumed the rights and
liabilities under this Contract as a result of its purchase of substantially all
of the assets of Flash in November 2000. On September 19, 2003, Air Eagle filed
for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for
the Central District of California. In December 2004, the parties agreed and
received court approval to settle this litigation in consideration of
GoAmerica's paying Air Eagle $140 and Air Eagle principals' agreeing to assist
GoAmerica in the Company's litigation against the Flash Defendants. The charge
to settle this matter was included in settlement gains, net.

4. Discontinued Operation.

      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 $38, representing the excess of
purchase consideration received at closing over the book value of assets sold.
The gain is reflected in the 2006 results for the discontinued segment. The
Company received total consideration of $131, which consisted of the purchase
price of $75 and working capital reimbursements totaling $56. The Company was
paid $20 at closing and $111 was payable under a guaranteed promissory note
payable in 5 monthly installments beginning on October 31, 2006. At December 31,
2006, $45 remained outstanding under the guaranteed promissory note.

      Total revenues related to the discontinued operations were $3,582, $3,147
and $193 for the years ended December 31, 2006, 2005 and 2004, respectively. The
assets and liabilities of GA Prepaid have been classified as assets and
liabilities of discontinued operations in the Consolidated Balance Sheet as of
December 31, 2005 and the results of operations have been reclassified as loss
from discontinued operations in the Consolidated Statements 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:

                                                                   December 31,
                                                                      2005
                                                                   ------------
      Assets:
        Accounts receivable, net ..........................           $223
        Inventory .........................................             22
        Property and equipment, net .......................            102
        Other assets ......................................             31
                                                                      ----
          Total ...........................................           $378
                                                                      ====
      Liabilities:
        Accrued expenses ..................................           $122
        Capital lease obligations .........................             25
        Deferred revenue ..................................             26
                                                                      ----
          Total ...........................................           $173
                                                                      ====



                                      F-13
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

5. Termination of Hands On Merger Agreement

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

      At December 31, 2005, the Company had incurred approximately $280 of
merger related costs which were capitalized and included in other assets. During
2006, the Company incurred an additional $210 of merger related costs, of which
$151 were capitalized prior to the merger. The Company's total merger related
costs of $490 are reflected as other expense in the accompanying 2006
consolidated statement of operations.

      The Company has filed a law suit against Hands On seeking recovery of its
loan receivable (see Note 8).

6. Goodwill

      The Company's annual impairment test under SFAS No. 142 indicated that no
impairment had occurred during 2006, 2005 and 2004 relative to the Company's
Wynd reporting unit. Furthermore, there was no change in the Company's goodwill
balance during the three year period ended December 31, 2006.

7. Supplemental Balance Sheet Information

      Merchandise inventories:

      During 2005 and 2004, the Company recorded write-downs of approximately
$12 and $84, respectively in order to reflect inventory at the lower of cost or
market. The write-down primarily relates to a lower of cost to market adjustment
for wireless PDA models which remained unsold.

      Property, equipment and leasehold improvements:

      Property, equipment and leasehold improvements consisted of the following:

                                                           December 31,
                                                       ------------------
                                                         2006       2005
                                                       -------    -------
      Furniture, fixtures and equipment ............      $333       $754
      Computer equipment and software ..............     6,159      7,024
      Leasehold improvements .......................       162        265
                                                       -------    -------
                                                         6,654      8,043
      Accumulated depreciation and amortization ....    (5,899)    (7,467)
                                                       -------    -------
                                                          $755       $576
                                                       =======    =======

      Included in the above table are the following assets recorded under
capital leases:

                                                          December 31,
                                                      -------------------
                                                       2006          2005
                                                      -----          ----
      Cost ..................................          $278           $75
      Accumulated amortization ..............           (37)           (7)
                                                      -----          ----
      Net assets ............................          $241           $68
                                                      =====          ====


                                      F-14
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      The Company includes the amortization of leased assets in their reported
totals for depreciation and amortization of fixed assets. For the years ended
December 31, 2006 and 2005, such amortization amounted to $30 and $7,
respectively.

      Accrued expenses:

      Accrued expenses consisted of the following:

                                                           December 31,
                                                       -------------------
                                                        2006          2005
                                                       ------         ----
      Relay services .........................         $1,430         $ --
      Dealer commissions .....................            176           73
      Professional fees ......................            138          181
      Employee compensation ..................            113           95
      Franchise taxes ........................             90          190
      Carrier services .......................             24           --
      Other ..................................             11           14
                                                       ------         ----
                                                       $1,982         $553
                                                       ======         ====

8. Commitments and Contingencies

      Hands On Matter

      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. The note receivable balance, which is included in other
assets, totaled $562 and $531 as of December 31, 2006 and 2005, respectively. 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, November and December of 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 payment in full 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, in December 2006, filed suit against Hands On in the
California Superior Court and seeks recovery of the money lent by the Company to
the defendants plus interest, attorney's fees and related costs. The litigation
is in the early stage and initial settlement discussions have been unsuccessful.
At this time, the Company is unable to assess the validity of the defendants
defenses to the claim or predict the range of recovery either through settlement
or legal process.

      The Company has not provided an allowance for doubtful collections as of
December 31, 2006 as an estimate of possible loss, or a range of possible loss
can't be made at this time. However, it is reasonably possible that a change in
this estimate will occur within a year from December 31, 2006 as future events
occur.

      Boundless Matter

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


                                      F-15
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

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.

      Leases and Other

      Future minimum capital lease payments and future minimum lease payments
relating to office space under noncancelable operating leases as of December 31,
2006 are as follows:

                                                              Capital  Operating
      Year ending December 31,                                Leases    Leases
      ------------------------                                ------   ---------
      2007 ..................................................   $87      $200
      2008 ..................................................    82        37
      2009 ..................................................    51        38
      2010 ..................................................    --        40
      2011 ..................................................    --        13
      Thereafter ............................................    --        --
                                                                ---      ----
      Total minimum lease payments ..........................   220      $328
                                                                         ====
      Less amount representing interest .....................   (43)
                                                                ---
      Present value of net minimum capital
        lease payments ......................................   177
      Less current portion of capital lease obligations .....   (65)
                                                                ---
      Obligations under capital lease, net of current portion  $112
                                                               ====

      During 2006, 2005 and 2004, total rent expense was approximately $306,
$301 and $277, respectively.

      At December 31, 2005, a standby letter of credit totaling approximately
$300 was outstanding as a security deposit in favor of Velocita (formerly
Cingular). As of December 31, 2005, $300 of cash held in the Company's bank
accounts was restricted to secure this letter of credit. As of December 31,
2006, the Company was no longer required to maintain the standby letter of
credit and thereby the restricted cash was released to the Company.

      During 2005, the Company entered into employment agreements with certain
of its key executives which provide for fixed compensation. These agreements
generally continue until terminated by the employee or the Company and, under
certain circumstances, provide for salary continuance for a specified period of
no more than 1 year.

9. Benefit Plan

      The Company has established a defined contribution plan under Section
401(k) of the Internal Revenue Code, which provides for voluntary employee
contributions of up to 15 percent of compensation for employees meeting certain
eligibility requirements. The Company contributes to the plan up to a maximum of
3 percent of eligible employee compensation. The Company's contribution during
2006 and 2005 was $39 and $42, respectively. Prior to 2005, the Company did not
contribute to the plan.

10. Stockholders' Equity

      On March 10, 2004, the Company's stockholders at a special meeting of the
stockholders:

      o     Approved the issuance of 1,224,304 shares of the Company's common
            stock in exchange for cash consideration of $12,209, net of
            expenses.


                                      F-16
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      o     Authorized the Board of Directors to amend the Company's restated
            certificate of incorporation to increase the number of shares of
            common stock the Company is authorized to issue from 200,000,000 to
            350,000,000 shares, resulting in an increase in the total number of
            authorized shares of capital stock from 204,351,943 to 354,351,943.
            The Board of Directors did not act on this approval to increase the
            Company's authorized shares.

      As a result, the Company issued a total of 1,310,813 shares of its common
stock, comprised of the 1,224,304 shares referred to above and 86,509 shares
upon the mandatory conversion of certain bridge notes payable and related
accrued interest. The Company received net proceeds of approximately $12,000
after deducting the $714 cash payment made to the offering placement agent and
deferred offering expenses such as professional fees.

      As of December 31, 2006, the Company had the following warrants
outstanding and exercisable:

                                                   Exercise
                                         Amount     price       Expiration date
                                         ------    --------   -----------------

Private placement agent-2004 financing   14,101    $12.00        March 10, 2009
2004 investors .......................   57,719    $12.00     December 19, 2008
Landlord .............................   12,500    $36.80     November 14, 2013
                                         ------
Total ................................   84,320
                                         ======

      As of December 31, 2006, the Company had reserved shares of common stock
for issuance as follows:

      Exercise of common stock options or
        additional common stock awards .....................       115,690
      Exercise of common stock purchase warrants ...........        84,320
      Employee Stock Purchase Plan .........................        48,335

11. Stock Option Plans and Other Stock-Based Compensation

      On August 3, 1999, the Company adopted the GoAmerica Communications Corp.
1999 Stock Option Plan. This plan provided for the granting of awards to
purchase shares of common stock. No further option grants will be made under the
GoAmerica Communications Corp. 1999 Stock Option Plan.

      In December 1999, the Company's Board of Directors adopted the GoAmerica,
Inc. 1999 Stock Plan (the "1999 Plan") as a successor plan to the GoAmerica
Communications Corp. 1999 Stock Option Plan, pursuant to which 60,000 additional
shares of the Company's common stock have been reserved for issuance to selected
employees, non-employee directors and consultants. In May 2001, the Company's
shareholders approved an increase in the maximum number of shares issuable under
the 1999 Plan from 60,000 to 132,809 shares.

      In November 2005, the Company's Board of Directors adopted the 2005 Equity
Compensation Plan (the "2005 Plan") as a successor plan to the 1999 Plan,
pursuant to which 400,000 additional shares of the Company's common stock have
been reserved for issuance to selected employees, non-employee directors and
consultants. In December 2005, the Company's shareholders approved the 2005
Plan.

      Under the terms of the 2005 Plan, a committee of the Company's Board of
Directors may grant options to purchase shares of the Company's common stock to
employees and consultants of the Company at such prices that may be determined
by the committee. The 2005 Plan provides for award grants in the form of
incentive stock options, non-qualified stock options and restricted stock
awards. Options granted under the 2005 Plan generally vest annually over 4 years
and expire after 10 years.

      On December 29, 2005 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 the 1999
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.


                                      F-17
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

As a result of this acceleration, the Company was required to perform a
calculation under FASB Financial Interpretation FIN 44 to determine if a charge
resulted from the acceleration. Such computation did not require the recording
of any additional expense. The purpose of the acceleration was to enable the
Company to avoid recognizing compensation expense associated with these options
in future periods in our Consolidated Statements of Operations upon the adoption
of SFAS 123R in January 2006. The Company also believes that because the options
that were accelerated had exercise prices in excess of the current market value
of the Company's common stock, the options had limited economic value and were
not fully achieving their original objective of incentive compensation and
employee retention.

      The following table summarizes activity on a combined basis for the
Company's stock option plans during 2006, 2005 and 2004:

                                                                       Weighted-
                                                                         Average
                                                         Number of      Exercise
                                                          Options        Price
                                                         ---------      --------

Outstanding at January 1, 2004 ....................        76,955       $105.60
Granted ...........................................        31,770        $13.45
Exercised .........................................        (6,776)       $29.23
Cancelled .........................................       (12,562)      $118.14
                                                          -------
Outstanding at December 31, 2004 ..................        89,387       $ 90.61
Granted ...........................................        10,242       $  4.19
Exercised .........................................            --            --
Cancelled .........................................        (2,521)      $ 65.30
                                                           ------
Outstanding at December 31, 2005 ..................        97,108       $ 72.59
Granted ...........................................            --            --
Exercised .........................................        (1,654)      $  4.19
Cancelled .........................................       (12,263)      $ 43.82
                                                          -------
Outstanding at December 31, 2006 ..................        83,191       $ 75.90
                                                           ======
Exercisable at December 31, 2006 ..................        79,858       $ 78.97
                                                           ======
Exercisable at December 31, 2005 ..................        92,108       $ 76.41
                                                           ======
Exercisable at December 31, 2004 ..................        48,459       $127.20
                                                           ======
Available for grant at December 31, 2006 ..........        32,500            --
                                                           ======

      The total intrinsic value, which is the amount by which the stock price
exceeds the exercise price of the options on the date of exercise, of options
exercised during the years ended December 31, 2006, 2005 and 2004 was $9, none
and $60, respectively.


                                      F-18
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      The following table summarizes information about fixed price stock options
outstanding at December 31, 2006:

<TABLE>
<CAPTION>
                                                                         Outstanding
                                                  ----------------------------------------------------------------
                                                                                   Weighted-
                                                                   Weighted-        Average
            Range of                                Number          Average        Remaining          Aggregate
         Exercise Prices                          Outstanding   Exercise Price  Contractual Life   Intrinsic Value
      ------------------                          -----------   --------------  ----------------   ---------------
<S>   <C>                                            <C>           <C>             <C>
      $2.35-$4.19                                    17,692        $    3.15       8.2 years
      $16.00-$26.40                                  39,624        $   19.87       7.0 years
      $43.20-$44.80                                   5,875        $   44.02       4.5 years
      $84.00-$84.80                                   4,271        $   84.50       4.1 years
      $104.80-$151.20                                 6,222        $  149.55       6.0 years
      $162.48-$167.20                                 2,944        $  166.61       3.8 years
      $401.60-$600.00                                 5,825        $  429.66       4.4 years
      $637.60                                            13        $  637.60       4.8 years
      $1200.00-$1280.00                                 725        $1,268.97       4.6 years
                                                     ------
                                                     83,191
                                                     ======
      Ending exercisable                             79,858         $78.97         4.8 years             $69
                                                     ======         ======         =========             ===

<CAPTION>
                                                           Exercisable
                                                  ------------------------------
            Range of                                Number     Weighted- Average
         Exercise Prices                          Exercisable   Exercise Price
      ------------------                          -----------  -----------------
<S>   <C>                                            <C>           <C>
      $2.35-$4.19                                    14,359        $    3.34
      $16.00-$26.40                                  39,624        $   19.87
      $43.20-$44.80                                   5,875        $   44.02
      $84.00-$84.80                                   4,271        $   84.50
      $104.80-$151.20                                 6,222        $  149.55
      $162.48-$167.20                                 2,944        $  166.61
      $401.60-$600.00                                 5,825        $  429.66
      $637.60                                            13        $  637.60
      $1200.00-$1280.00                                 725        $1,268.97
                                                     ------
                                                     79,858
                                                     ======
</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, December 29, 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 December 29, 2006.
This amount changes based on the fair market value of the Company's stock.

      The weighted average grant date fair value of options granted during 2005,
and 2004 was $2.79 and $7.80, respectively. There were no options granted during
2006.


                                      F-19
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      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 consolidated statements of operations for the year ended December
31, 2006:

                                                                  Year Ended
                                                               December 31, 2006
                                                               -----------------

      Selling, general and administrative .................         $516
                                                                    ----

      Stock-based compensation expense before
        income taxes ......................................          516
      Income tax benefit ..................................           --
                                                                    ----
      Total stock-based compensation expense after
        income taxes ......................................         $516
                                                                    ====

      As of December 31, 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.

      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 years ended
December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                                          December 31, 2005     December 31, 2004
                                                                                          -----------------     -----------------
<S>                                                                                           <C>                    <C>
      Net loss, as reported .....................................................             $(4,372)               $(4,444)
      Deduct: Stock-based employee compensation expense included
        in reported net loss ....................................................                  54                     --
      Add: Total stock-based employee compensation expense
        determined under fair value based method for all awards .................                (569)                (3,048)
                                                                                              -------                -------
      Pro forma net loss ........................................................             $(4,887)               $(7,492)
                                                                                              =======                =======
      Loss per share - basic, as reported .......................................             $ (2.09)A               $(2.49)
                                                                                              =======                 ======
      Loss per share - diluted, as reported .....................................             $ (2.09)A               $(2.49)
                                                                                              =======                 ======
      Pro forma loss per share - basic ..........................................             $ (2.33)A               $(4.20)
                                                                                              =======                 ======
      Pro forma loss per share - diluted ........................................             $ (2.33)A               $(4.20)
                                                                                              =======                 ======
</TABLE>

      A: Restated for the weighted average number of shares utilized in the
computation- see Note 2.

      For purposes of the above pro forma disclosures, the estimated fair value
of the options is amortized to expense over the options' vesting period. The
fair value for these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions for 2005 and
2004: weighted-average risk-free interest rate of 4.20%; expected volatility of
80%; no dividends; and a weighted-average expected life of the options of 2.0
years and 2.0 years, respectively.

Restricted Stock

      In November 2005, the Company issued 245,000 shares of common stock under
the 2005 Plan in the form of restricted stock awards in connection with
employment agreements. These shares were issued as an incentive to retain key
employees and officers and will vest over 3 years.


                                      F-20
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      In November 2006, the Company issued 122,500 shares of common stock under
the 2005 Plan in the form of restricted stock awards of which 92,500 were issued
to directors of the Company and 30,000 to consultants. These shares will vest
over 3 years.

      The following table summarizes the Company's nonvested restricted stock
activity for the year ended December 31, 2006:

                                                                       Weighted
                                                                        Average
                                                         Number of    Grant Date
                                                          Shares      Fair Value
                                                         ---------    ----------
Non vested stock at December 31, 2005 ..............      245,000        $5.24
Granted ............................................      122,500         4.02
Vested .............................................      (81,667)        5.24
Forfeited ..........................................           --           --
                                                         --------        -----
Non vested stock at December 31, 2006 ..............      285,833        $4.72
                                                         ========        =====

      As of December 31, 2006, $1,207 of total unrecognized compensation costs
is expected to be recognized over the remaining service period of 2 years.

12. Income Taxes

      Significant components of the Company's deferred tax assets and
liabilities are as follows:

                                                        December 31,
                                                   ----------------------
                                                     2006          2005
                                                   --------      --------
      Deferred tax assets:
        Net operating loss carryforwards .....     $ 69,466      $ 69,238
        Deferred compensation ................        9,318         9,121
        Reserves and accruals ................           60           105
        Amortization of goodwill .............        3,398         3,524
        Other ................................        2,444         2,648
      Less valuation allowance ...............      (84,685)      (84,635)
                                                   --------      --------
      Deferred tax assets ....................            1             1
      Deferred tax liabilities:
        Intangible assets ....................           (1)           (1)
                                                   --------      --------
      Net deferred tax assets ................     $     --      $     --
                                                   ========      ========

      A reconciliation setting forth the differences between the effective tax
rate of the Company and the U.S. statutory rate is as follows:

                                                     Year ended December 31,
                                                   ---------------------------
                                                    2006      2005      2004
                                                   -----    -------    -------
Statutory federal income tax benefit at 34% ....   $(667)   $(1,487)   $(1,511)
State income tax benefit, net of federal benefit    (890)    (1,002)      (962)
Non-deductible expenses ........................       4        168         23
Other, primarily changes in net operating loss
  carryforwards available ......................     715      3,178      2,763
Change in valuation allowance ..................      49     (1,621)    (1,045)
                                                   -----    -------    -------
Total ..........................................   $(789)   $  (764)   $  (732)
                                                   =====    =======    =======

      The state tax benefits recorded in 2006, 2005 and 2004 of $789, $764 and
$732, respectively, are attributable to the Company's sale of certain state net
operating loss carryforwards.


                                      F-21
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

      At December 31, 2006, the Company had federal and state net operating loss
("NOL") carryforwards of approximately $181,500 and $129,400, respectively. The
federal NOL carryforwards expire beginning in 2011 and state NOL's beginning in
2007. The Tax Reform Act of 1986 enacted a complex set of rules limiting the
potential utilization of net operating loss and tax credit carryforwards in
periods following a corporate "ownership change." In general, for federal income
tax purposes, an ownership change is deemed to occur if the percentage of stock
of a loss corporation owned (actually, constructively and, in some cases,
deemed) by one or more "5% shareholders" has increased by more than 50
percentage points over the lowest percentage of such stock owned during a
three-year testing period. During 1999, such a change in ownership occurred. As
a result of the change, the Company's ability to utilize certain of its net
operating loss carryforwards will be limited to approximately $1,400 of taxable
income, per year. In addition, the Company acquired additional net operating
losses through its acquisitions of Wynd and Hotpaper. The Company believes that
an ownership change has occurred with respect to these entities. The effect of
an ownership change would be the imposition of an annual limitation on the use
of net operating loss carryforwards attributable to periods before the change.
The Company has not performed a detailed analysis to determine the amount of the
potential limitations. In addition, the Company has not performed a detailed
analysis to determine the amount of the potential limitations as a result of the
March 2004 Financing, described in Note 10.

13. Quarterly Financial Data (Unaudited)

      The table below summarizes the Company's unaudited quarterly operating
results for the years ended December 31, 2006 and 2005.

<TABLE>
<CAPTION>
                                                                                        Quarter Ended
                                                                  ---------------------------------------------------------------
2006                                                              March 31          June 30         September 30      December 31
----                                                              --------          -------         ------------      -----------
<S>                                                               <C>               <C>               <C>               <C>
Net revenue ................................................      $ 1,636           $ 2,388           $ 4,551           $ 4,201
Cost of revenue ............................................         (291)             (954)           (2,812)           (2,754)
Operating expenses .........................................       (1,786)           (1,636)           (1,832)           (2,188)
Depreciation and amortization expenses .....................         (144)             (126)             (104)               12
Other (expense) income, net ................................         (374)               43                46               (36)
                                                                  -------           -------           -------           -------
Loss before benefit from income taxes ......................         (959)             (285)             (151)             (765)
Benefit from income taxes ..................................           --                --                --               789
                                                                  -------           -------           -------           -------
(Loss) income from continuing operations ...................         (959)             (285)             (151)               24
Loss from discontinued operations ..........................         (119)              (81)             (371)              (18)
                                                                  -------           -------           -------           -------
Net (loss) income ..........................................      $(1,078)          $  (366)          $  (522)          $     6
                                                                  =======           =======           =======           =======
Loss per share - Basic and diluted:
  - Loss from continuing operations ........................      $ (0.45)A         $ (0.13)A         $ (0.07)A         $ (0.00)
  - Loss from discontinued operations ......................      $ (0.06)A         $ (0.04)A         $ (0.18)A         $ (0.00)
                                                                  -------           -------           -------           -------
Basic and diluted net loss per share .......................      $ (0.51)A         $ (0.17)A         $ (0.25)A         $ (0.00)
                                                                  =======           =======           =======           =======
</TABLE>


                                      F-22
<PAGE>

                                GOAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
2005                                                       March 31        June 30       September 30     December 31
----                                                       --------        -------       ------------     -----------
<S>                                                        <C>             <C>             <C>             <C>
Net revenue .......................................        $ 1,073         $ 1,374         $ 1,267         $ 1,217
Cost of revenue ...................................           (406)           (476)           (377)           (524)
Operating expenses ................................         (1,221)         (1,455)         (1,326)         (2,304)
Depreciation and amortization expenses ............           (351)           (347)           (241)           (185)
Interest (expense) income, net ....................             38              38              29              55
                                                           -------         -------         -------         -------
Loss before benefit from income taxes .............           (867)           (866)           (648)         (1,741)
Benefit from income taxes .........................             --              --              --             764
                                                           -------         -------         -------         -------
Loss from continuing operations ...................           (867)           (866)           (648)           (977)
Loss from discontinued operations .................           (141)           (169)           (346)           (358)
                                                           -------         -------         -------         -------
Net (loss) ........................................        $(1,008)        $(1,035)        $  (994)        $(1,335)
                                                           =======         =======         =======         =======
Loss per share - Basic and diluted:
  - Loss from continuing operations ...............        $ (0.41)        $ (0.41)        $ (0.31)        $ (0.47)A
  - Loss from discontinued operations .............        $ (0.07)        $ (0.08)        $ (0.17)        $ (0.17)A
                                                           -------         -------         -------         -------
Basic and diluted net loss per share ..............        $ (0.48)        $ (0.49)        $ (0.48)        $ (0.64)A
                                                           =======         =======         =======         =======
</TABLE>

      A: Restated for the weighted average number of shares utilized in the
computation -- see Note 2.

14. Supplemental Cash Flow Information

      The table below presents the Company's supplemental disclosure of cash
flow information for the years ended December 31, 2006, 2005 and 2004.

                                                        Years ended December 31,
                                                        ------------------------
                                                         2006    2005     2004
                                                        ------  ------   -------

Supplemental disclosure of cash flow information:
  Interest paid .......................................  $ 10   $   28   $   32
Non-cash investing and financing activities:
  Acquisition of equipment through
    capital leases ....................................   203      108       --
  Issuance of shares pursuant to
    employment contracts ..............................    --    1,245       --
  Conversion of bridge note payable into
    common stock ......................................    --       --    1,015
  Application of deferred financing costs against
    proceeds from the sale of stock ...................    --       --      606
Issuance of shares for vendor settlements .............    --       --      450
Issuance of shares to acquire intangible assets .......    --       --      442


                                      F-23
<PAGE>

                                                                     Schedule II

                                 GOAMERICA, INC.
                          FINANCIAL STATEMENT SCHEDULE

                 Valuation and Qualifying Accounts and Reserves

                  Years Ended December 31, 2006, 2005 and 2004

<TABLE>
<CAPTION>
                                                               Balance at         Additions:                         Balance at
                                                              Beginning of     Charged to Costs                        End of
                                                                 Period          and Expenses       Deductions         Period
                                                              ------------     ----------------     ----------       ----------
<S>                                                              <C>                  <C>              <C>               <C>
Year Ended December 31, 2006

  Allowance for doubtful accounts .........................      $  278               $156             $277(1)           $157

Year Ended December 31, 2005

  Allowance for doubtful accounts .........................      $  603               $318             $643(1)           $278

  Inventory Reserve .......................................          --                 12               12(2)             --

Year Ended December 31, 2004

  Allowance for doubtful accounts .........................      $1,213               $239             $849(1)           $603

  Inventory Reserve .......................................          --                 84               84(2)             --
</TABLE>

----------
(1)   Uncollectible accounts written-off, net of recoveries.
(2)   Inventory discounts charged to reserve.


                                      S-1