SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                   FORM 10-K/A

                                (Amendment No. 1)

                 (adding Items 10 -14 and amending Item 15 only)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(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 Identification No.)
 Incorporation or Organization)

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:

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

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

                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>

      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 a 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
<PAGE>

                                EXPLANATORY NOTE

      This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K (the
"Annual  Report") of GoAmerica,  Inc. (the  "Company" or  "GoAmerica")  filed on
March 30, 2007 with the Securities and Exchange  Commission (the "SEC") is filed
solely for the purpose of including  information  that was to be incorporated by
reference  from  the  Registrant's   definitive  proxy  statement   pursuant  to
Regulation 14A of the Securities Exchange Act of 1934. The Company will not file
its proxy  statement for its annual meeting of  stockholders  within 120 days of
its fiscal year ended December 31, 2006 and is therefore  amending and restating
in their  entirety Items 10, 11, 12, 13 and 14 of Part III of the Annual Report.
In addition,  pursuant to Rule 13a-14(a)  under the  Securities  Exchange Act of
1934,  we are  including  with  this  Amendment  No. 1 certain  currently  dated
certifications. Except as described above, no other amendments are being made to
the Annual Report.  This Form 10-K/A does not reflect events occurring after the
March 30,  2007 filing of our Annual  Report or modify or update the  disclosure
contained in the Annual  Report in any way other than as required to reflect the
amendments discussed above and reflected below.

                                TABLE OF CONTENTS

          Item                                                              Page
          ----                                                              ----

PART III  10. Directors and Executive Officers of the Registrant.............  1
          11. Executive Compensation.........................................  5
          12. Security Ownership of Certain Beneficial Owners and
                   Management................................................ 15
          13. Certain Relationships and Related Transactions and Director
                   Independence.............................................. 16
          14. Principal Accountant Fees and Services......................... 17

PART IV   15. Exhibits and Financial Statements.............................. 18

SIGNATURES................................................................... 19

EXHIBIT INDEX................................................................ 20


                                      -i-
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers.

Board of Directors

      We  currently  have  seven  directors.  As set  forth in our  amended  and
restated certificate of incorporation, the terms of office of the members of the
Board of  Directors  are divided  into three  classes:  Class A, whose term will
expire at the 2007  Annual  Meeting  of  Stockholders;  Class B, whose term will
expire at the 2008 Annual Meeting of Stockholders;  and Class C, whose term will
expire at the 2009 Annual Meeting of Stockholders. The current Class A directors
are Janice Dehesh and Joseph Korb, the current Class B directors are Daniel Luis
and David Lyons, and the current Class C directors are Aaron  Dobrinsky,  D. Sue
Decker and King Lee. At each annual meeting of  stockholders,  the successors to
directors  whose  terms  then  expire  will be elected to serve from the time of
election and qualification  until the third annual meeting  following  election.
Our by-laws  permit the Board of  Directors  to increase or decrease the size of
the Board of Directors.  Any additional directorships resulting from an increase
in the number of directors will be distributed  among the three classes so that,
as nearly as possible,  each class will consist of one-third of the total number
of directors.  This classification of the Board of Directors may have the effect
of delaying or preventing  changes in control or  management  of GoAmerica.  The
following  table provides  additional  information  regarding the members of our
Board of Directors:

                                  Served as a           Positions with
Name                Age         Director Since          the Company
----                ---         --------------          --------------
Aaron Dobrinsky      43              1996               Chairman of the Board

Daniel R. Luis       40              2003               Chief Executive Officer
                                                        and Director

D. Sue Decker        49              2006               Director

Janice Dehesh        51              2006               Director

Joseph Korb          55              1996               Director

King Lee             66              2003               Director

David Lyons          57              2004               Director

      Aaron Dobrinsky  founded  GoAmerica in 1996 and has served as our Chairman
of the Board since our inception in 1996. He also served as our President  until
November 2000 and our Chief Executive Officer until January 2003. Since 2006, he
has served as President of Dobrinsky Advisors, Inc., a management consulting and
advisory  firm  providing  strategic  and  operational  guidance to start-up and
mid-stage   companies  in  the   telecommunications,   technology  and  services
industries.  Mr.  Dobrinsky was an executive member of the board of directors of
RoomLinX,  Inc., a provider of wireless high-speed Internet network solutions to
hotels and


                                      -1-
<PAGE>

conference  centers,  from June 2004 through  November  17, 2006,  where he also
served as Chief Executive Officer from June 2004 through November 1, 2005.

      Daniel R. 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.

      D.  Sue  Decker  joined  our  Board of  Directors  in June  2006  upon the
retirement of Alan Docter from the Company's Board of Directors.  Since February
2005, Ms. Decker has served as President of Blue House  Consulting,  LLC, a firm
providing  strategic  planning,  product and marketing counsel to clients in the
United  States  and  Europe.  From 1998 to 2005,  Ms.  Decker  served as General
Manager  for AT&T's  relay  services  division,  where she was  responsible  for
managing  telecommunication  services  focused  on the deaf and hard of  hearing
market,  including  traditional  relay,  operator  services for deaf  consumers,
Internet relay and video relay service. Ms. Decker is also a member of the Board
of Associates at Gallaudet  University in Washington,  D.C., the world leader in
liberal  arts  education  and  career  development  for deaf and hard of hearing
undergraduate students and internationally recognized for its graduate programs.

      Janice Dehesh  joined  GoAmerica's  Board of Directors in September  2006,
upon the  retirement of Mark  Kristoff  from the  Company's  Board of Directors.
Since 2004,  Ms. Dehesh has run her own  wireless/telecommunications  consulting
firm, Dehesh  International.  From 1987 to 2004, she served in several executive
roles at QUALCOMM.  Most recently,  as a Vice President of Business Development,
Ms.  Dehesh  developed and  implemented  marketing  programs to  accelerate  the
adoption of  QUALCOMM's  Code  Division  Multiple  Access  (CDMA)  products  and
services through strategic  partnerships on a worldwide basis.  Previously,  Ms.
Dehesh served as Vice President of Information Technology at QUALCOMM and helped
create the company's worldwide telecommunications and computing infrastructure.

      Joseph Korb joined  GoAmerica in 1997 as Executive  Vice President and has
been a director since October 1996. From May 2002 to March 2004, Mr. Korb served
as our Executive  Vice  Chairman,  having served as our President  from November
2000 until May 2002.  Mr. Korb is currently a principal in three  privately held
companies  that  specialize  in software  solutions  and  services  for embedded
systems.

      King Lee joined our Board of Directors in January 2003.  Mr. Lee currently
serves as the  Managing  Partner of  Resource  Capitalists,  LLC,  a  management
consulting firm.  During his career he has served as the chief executive officer
of a number of  companies,  both public and private.  Mr. Lee has spent the last
thirteen years  investing in turnaround  companies,  and during that same period
Mr. Lee was also the  co-founder of Wynd  Communications  Corp.,  which became a
wholly-owned  subsidiary of GoAmerica in June 2000.  Mr. Lee served on the board
of directors of Wynd  Communications  Corp. until its acquisition by us. Mr. Lee
also serves on the boards of directors of several privately held companies.


                                      -2-
<PAGE>

      David Lyons joined our Board of Directors  in October  2004.  Mr. Lyons is
currently a Principal of Den Ventures,  LLC, which provides  outsourced business
management services to the medical and communications  industries.  Mr. Lyons is
also a managing  partner of the Nacio  Investment  Group,  LLC,  which  holds an
interest  in Nacio  Systems,  Inc.,  a managed  hosting  company  that  provides
outsourced  infrastructure and communication  services for mid-size  businesses.
From 1998 to 2000,  Mr.  Lyons  served as Vice  President  of  Acquisitions  for
Expanets,  Inc.,  a national  provider  of  converged  communications  solutions
founded by NorthWestern  Corporation that acquired numerous local communications
and data  networking  companies,  as well as  Lucent  Technology's  Growing  and
Emerging  Markets (GEM)  division.  Previously,  he was Chairman,  CEO of Amnex,
Inc.,  President of Walker Telephone Systems,  Inc., and practiced corporate and
securities law with the firm of Certilman Haft in New York City.

Committees and Meetings of the Board

      The Board of Directors held 10 meetings  during 2006.  During this period,
each incumbent  member of the Board of Directors  attended or participated in at
least 75% of the  aggregate  of (i) the total number of meetings of the Board of
Directors (held during the period for which such person has been a director) and
(ii) the total number of meetings  held by all  Committees of the Board on which
each such director served (during the periods such director  served).  The Board
of  Directors  has  three  standing   committees:   the  Audit  Committee,   the
Compensation Committee and the Nominating Committee.

      The Compensation  Committee  approves salaries and incentive  compensation
for our  executive  officers and key  employees,  administers  and grants awards
under the  Company's  1999  Stock  Plan and 2005  Equity  Compensation  Plan and
administers the terms of outstanding  options and restricted  stock awards.  The
Compensation  Committee  is  currently  comprised  of King  Lee (who  serves  as
Chairman),  Jan Dehesh and David  Lyons.  The  Compensation  Committee  held one
meeting during 2006.

      The Audit  Committee's  responsibilities  include:  (i) evaluating and the
engagement of the Company's independent  auditors;  (ii) reviewing and reporting
on the results and scope of their audit findings;  (iii) reviewing the Company's
periodic  reports filed with the  Securities and Exchange  Commission;  and (iv)
monitoring, on a periodic basis, the internal controls of the Company. The Audit
Committee  is  currently  comprised  of King Lee (who serves as  Chairman),  Sue
Decker and David Lyons.  The Audit Committee held four meetings during 2006. The
Company's  Board of Directors has determined that King Lee constitutes an "audit
committee financial expert", as such term is defined by the SEC.

      The Nominating  Committee's  responsibilities  include recommending to the
Board of Directors  qualified  individuals  to serve on the  Company's  Board of
Directors.  The Nominating  Committee will not consider any nominees recommended
by the  Company's  security  holders.  The  Nominating  Committee  is  currently
comprised of King Lee (who serves as Chairman),  Sue Decker and David Lyons. The
Nominating Committee met twice during 2006.

      Each of  Messrs.  Lee and Lyons and Ms.  Decker  and Ms.  Dehesh  has been
determined to be "independent" within the meaning of SEC and Nasdaq regulations.


                                      -3-
<PAGE>

Executive Officers

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

                                           Capacities in            In Current
Name                         Age           Which Serving          Position Since
----                         ---           -------------          --------------
Daniel R. Luis ...........    40     Chief Executive Officer           2003

Donald G. Barnhart (1) ...    50     Chief Financial Officer           2004

Jesse Odom (2) ...........    41     Chief Technology Officer          2000

Wayne D. Smith (3)........    48     Executive Vice President,         2005
                                     General Counsel and Secretary

----------
(1)   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  held  various  finance
      positions with Bogen  Communications (a  telecommunications  manufacturer)
      and operated his own accounting and consulting firm. Mr. Barnhart is a CPA
      in New Jersey.

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

(3)   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.

      For a  description  of Mr.  Luis's  business  background,  see  "Board  of
Directors".  None of our  executive  officers is related to any other  executive
officer or to any director of the Company.  Our  executive  officers are elected
annually by the Board of Directors and usually serve until their  successors are
duly elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  requires  our  directors,   officers,  and  stockholders  who
beneficially own more than 10% of any class of our equity securities  registered
pursuant to Section 12 of the Exchange Act, to file initial reports of ownership
and reports of changes in ownership with respect to our equity  securities  with
the Securities and Exchange  Commission.  All reporting  persons are required to
furnish us with copies of all reports that such reporting  persons file with the
SEC pursuant to Section  16(a).  Based on our review of the copies of such forms
received by us or written representations from such reporting persons, each such
reporting person filed all of their respective reports pursuant to Section 16(a)
on a timely basis during 2006.


                                      -4-
<PAGE>

Code of Ethics

      GoAmerica  maintains  a  code  of  ethics  applicable  to  its  directors,
executive officers and other senior financial personnel.  A copy of this code of
ethics      is      posted      on     our      website,      accessible      at
http://www.goamerica.com/Company_info/ethics_execs.php.

Item 11. Executive Compensation

Compensation Discussion and Analysis

      General

      During 2006, the SEC  substantially  revised the  disclosures  that we are
required to make with  respect to executive  compensation.  As part of the SEC's
revised executive compensation discussion  requirements,  issuers must provide a
"Compensation  Discussion  and Analysis" in which  issuers  explain the material
elements  of  their   compensation  of  executive  officers  by  describing  the
following:

      o     the objectives of the issuer's compensation programs;

      o     the conduct that the compensation programs are designed to reward;

      o     the elements of the compensation program;

      o     the rationale for each of the elements of the compensation program;

      o     how the issuer  determines the amount (and,  where  applicable,  the
            formula) for each element of the compensation program; and

      o     how each element and the issuer's  decisions  regarding that element
            fit into the issuer's  overall  compensation  objectives  and affect
            decisions regarding other elements of the compensation program.

      Our  overall  compensation  policies  are  monitored  by the  Compensation
Committee  of our Board of  Directors.  The duties and  responsibilities  of the
Compensation Committee,  which consists entirely of independent directors of the
Board, are to:

      o     administer the employee benefit plans of the Company  designated for
            such administration by the Board;

      o     establish the compensation of the Company's Chief Executive  Officer
            (subject to the terms of any existing employment agreement);

      o     with input from the Company's Chief Executive Officer,  establish or
            recommend  to the  Board the  compensation  of the  Company's  other
            executive officers (subject to the terms of any existing  employment
            agreements); and

      o     monitor the Company's overall  compensation  policies and employment
            benefit plans.


                                      -5-
<PAGE>

      Daniel Luis, our Chief Executive  Officer,  participates in determinations
regarding the compensation and design of our benefit programs for all employees,
including our other  executive  officers.  However,  he does not  participate in
determining his own compensation.

      Our Compensation Objectives and the Focus of Our Compensation Rewards

      We believe that an appropriate  compensation program should draw a balance
between  providing  rewards  to  executive  officers  while  at  the  same  time
effectively  controlling  compensation  costs. We reward  executive  officers in
order to attract highly qualified individuals,  to retain those individuals in a
highly  competitive  marketplace  for  executive  talent and to motivate them to
perform in a manner that maximizes our corporate performance.

      We view executive compensation as having three key elements:

      o     a current cash  compensation  program  consisting of salary and cash
            bonus incentives;

      o     long-term  equity  incentives  reflected in grants of stock  options
            and/or restricted stock awards; and

      o     other benefits and perquisites.

These  programs  aim to  provide  our  executives  with an  overall  competitive
compensation  package  that  seeks  to  align  individual  performance  with our
long-term business objectives.

      We annually  review our mix of short term  performance  incentives  versus
longer term incentives. We do not have set percentages of short term versus long
term  incentives.  Instead,  we look to  provide a  reasonable  balance of those
incentives.

      During  2006 we did not rely  upon  consultants  to set our  salaries,  to
establish  salary  ranges or to  provide  advice  regarding  other  compensation
matters. We compare our salaries and other elements of compensation  against the
salaries  and other  compensation  measures  of other  public  companies  in our
industry by reviewing the proxy statements of such other companies.  However, we
do not prepare formal benchmarking studies.

      Specific Elements of Our Compensation Program

      We have described below the specific elements of our compensation  program
for executive officers.

            Salary.  We pay  salaries  to our Named  Officers in order to fairly
      compensate  them for their  day-to-day  responsibilities  in managing  our
      business.  Each of our Named Officers has an employment agreement with the
      Company,  which is described under  "Employment  Agreements with Executive
      Officers." Each employment  agreement provides for a specified increase in
      base salary as of the end of the Company's  first fiscal quarter for which
      the  Company   reports  (or  would  have  been  able  to  report  but  for
      extraordinary charges that are not expected to recur) EBITDA profitability
      as determined by the Company's independent auditors.


                                      -6-
<PAGE>

            Bonus.  Bonuses are  designed to motivate  executives  by  rewarding
      their individual  performance and contribution to the Company's  financial
      performance. None of the Named Officers received a bonus for 2006.

            Long-Term Incentive Compensation. We provide long-term incentives to
      our executive officers through our 2005 Equity Compensation Plan. We refer
      to this as our Stock Option Plan.  Our Stock Option Plan permits the grant
      of  stock  options  and  restricted  stock  awards.   Stock  options  were
      previously  granted to our Named Officers.  In addition,  restricted stock
      awards were previously granted to our Named Officers to reward performance
      and in accordance with their respective  employment  agreements.  No stock
      options or restricted  stock awards were granted to the Named  Officers in
      2006. The  Compensation  Committee may grant  additional  stock options or
      restricted  stock  awards  to the  Named  Officers  in the  future  in its
      discretion.

            Other Elements of Compensation for Executive  Officers.  In order to
      attract  and  retain  qualified  executives,  we provide  executives  with
      retirement  benefits  through our 401(k) plan and the use of  automobiles.
      Details of the values of these  benefits and  perquisites  may be found in
      the narratives to the summary compensation table.

      Employment Agreements.

      See "Employment  Agreements with Executive  Officers" for a description of
our employment agreements with our executives.

      Compliance with Sections 162(m) and 409A of the Internal Revenue Code

      Section  162(m) of the  Internal  Revenue  Code denies a deduction  to any
publicly held corporation for compensation  paid to certain "covered  employees"
in a taxable  year to the extent  that  compensation  exceeds  $1,000,000  for a
covered employee. Certain performance-based  compensation that has been approved
by our  shareholders  is not  subject  to this  limitation.  As a result,  stock
options  granted under our Stock Option Plan are not subject to the  limitations
of Section 162(m). However,  restricted stock awards under our Stock Option Plan
generally  will not be treated  as  performance-based  compensation.  Restricted
stock  award  grants  made to date under the Stock  Option Plan have not been at
levels that, together with other compensation,  approached the $1,000,000 limit.
Also, since we retain discretion over cash bonuses,  those bonuses also will not
qualify for the exemption for performance-based compensation.  Since none of the
Company's  executive officers had compensation in excess of $1,000,000 for 2006,
Section 162(m) was not applicable.

      It  is  also  our  intention  to  maintain  our   executive   compensation
arrangements in conformity with the requirements of Section 409A of the Internal
Revenue  Code,  which  imposes  certain  restrictions  on deferred  compensation
arrangements.  We are in the process of reviewing and  modifying,  as necessary,
our deferred  compensation  arrangements  since the enactment of Section 409A in
2004 in order to  remain  compliant  with  provisional  guidance  issued  by the
Internal Revenue Service under Section 409A.


                                      -7-
<PAGE>

Summary of Cash and Certain other Compensation

      The following  table sets forth,  for the year ended  December 31, 2006, a
summary of the  compensation  earned by our Chief Executive  Officer,  our Chief
Financial Officer and our two other most highly compensated  executive officers.
We refer to the executive  officers named in this table as the "Named Officers."
None of the Named Officers  received a bonus,  stock award or stock option grant
during  2006.  The  Company  does  not  have any  pension  plan or any  deferred
compensation plan.

                           SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------
                                                     All Other
                                        Salary      Compensation        Total
   Name and Principal Position            ($)           ($)              ($)
--------------------------------------------------------------------------------
Daniel R. Luis......................   200,000         14,632          214,632
Chief Executive Officer
--------------------------------------------------------------------------------
Donald G. Barnhart..................   165,000         14,220          179,220
Chief Financial Officer since March
2004; Principal Accounting Officer
since September 2003
--------------------------------------------------------------------------------
Jesse Odom.........................    165,000         14,220          179,220
Chief Technology Officer
--------------------------------------------------------------------------------
Wayne D. Smith.....................    165,000         14,220          179,220
Executive Vice President, General
Counsel and Secretary
--------------------------------------------------------------------------------

In the table above:

      o     "all other compensation" includes the following:

            o     for  Mr.  Luis:  $9,000  for the  use of an  automobile  and a
                  contribution of $5,632 to the Company's  401(k) Plan on behalf
                  of Mr. Luis to match a pre-tax elective deferral  contribution
                  (included under "Salary") made by Mr. Luis to that Plan;

            o     for Mr.  Barnhart:  $9,000 for the use of an automobile  and a
                  contribution of $5,220 to the Company's  401(k) Plan on behalf
                  of  Mr.  Barnhart  to


                                      -8-
<PAGE>

                  match a pre-tax elective deferral contribution (included under
                  "Salary") made by Mr. Barnhart to that Plan;

            o     for  Mr.  Odom:  $9,000  for the  use of an  automobile  and a
                  contribution of $5,220 to the Company's  401(k) Plan on behalf
                  of Mr. Odom to match a pre-tax elective deferral  contribution
                  (included under "Salary") made by Mr. Odom to that Plan;

            o     for Mr.  Smith:  $9,000  for the  use of an  automobile  and a
                  contribution of $5,220 to the Company's  401(k) Plan on behalf
                  of Mr. Smith to match a pre-tax elective deferral contribution
                  (included under "Salary") made by Mr. Smith to that Plan;

Grants of Plan Based Awards

      None of the  Named  Officers  was  granted a stock  option or stock  award
during 2006.


                                      -9-
<PAGE>

Outstanding Equity Awards at December 31, 2006

      The  following  table  sets  forth,   for  each  of  the  Named  Officers,
information regarding stock options and stock awards outstanding at December 31,
2006. All of the outstanding  options held by the Named Officers at December 31,
2006 were exercisable.

--------------------------------------------------------------------------------
                            Option Awards                    Stock Awards
--------------------------------------------------------------------------------
                                                                      Market
               Number of                                Number of    Value of
               Securities                               Shares or   Shares or
               Underlying                               Units of     Units of
              Unexercised     Option                      Stock     Stock That
                Options      Exercise        Option     That Have    Have Not
                  (#)         Price        Expiration   Not Vested    Vested
   Name       Exercisable      ($)            Date         (#)         ($)
    (a)           (b)          (e)            (f)          (g)         (h)
--------------------------------------------------------------------------------
                1,523          84.00       12/30/2008
                1,978         167.20       3/30/2010
                  625         600.00       11/20/2010
Daniel R.       1,688         151.20       1/16/2012    53,333      435,197
Luis            2,500          43.20       5/28/2012
                3,828          23.20       12/15/2012
                4,375          16.00        4/6/2014
--------------------------------------------------------------------------------
                  150         104.80        8/2/2009
                  350         401.60        1/5/2010
                  125         162.48       3/29/2011
Donald G.          94         151.20       1/16/2012     36,667      299,203
Barnhart          250          26.40       7/28/2012
                1,016          23.20       12/15/2012
                3,422          16.00        4/6/2014
--------------------------------------------------------------------------------
                3,375         104.80        8/2/2009
                  375         151.20       1/16/2012
Jesse Odom      3,129          23.20       12/15/2012    36,667      299,203
                3,422          16.00        4/6/2014
--------------------------------------------------------------------------------
                  375          43.20       5/28/2012
Wayne D.        1,094          23.20       12/15/2014    36,667      299,203
Smith           3,047          16.00        4/6/2014
--------------------------------------------------------------------------------

In the table above, we are disclosing:


                                      -10-
<PAGE>

      o     in column (b), the number of shares of our common  stock  underlying
            unexercised  stock options that were  exercisable as of December 31,
            2006;

      o     in  columns  (e) and  (f),  respectively,  the  exercise  price  and
            expiration  date for each stock  option that was  outstanding  as of
            December 31, 2006;

      o     in column (g), the number of shares of our common  stock  covered by
            stock awards that were not vested as of December 31, 2006; and

      o     in column (h), the aggregate market value as of December 31, 2006 of
            the stock awards referenced in column (g).

      In calculating  market values in the table above,  we have  multiplied the
closing  market price of our common stock on December 29, 2006, the last trading
day in 2006 -  $8.16 - by the  applicable  number  of  shares  of  common  stock
underlying the Named Officers'  unvested stock awards.  One half of the unvested
stock awards in the table above vest on November 8, 2007 and the remaining stock
awards vest on November 8, 2008.

Options Exercised and Stock Awards Vested

      None of the Named  Officers  exercised any stock options  during 2006. The
following  table  sets  forth,  for  each  of the  Named  Officers,  information
regarding  stock awards that vested during 2006.  The phrase "value  realized on
vesting" represents the number of shares of common stock set forth in column (d)
multiplied  by the  market  price of our  common  stock on the date on which the
Named Officer's stock award vested.

        -------------------------------------------------------
                                             Stock Awards
        -------------------------------------------------------
                                                        Value
                                                       Realized
                                     Number of            on
                                       Shares           Vesting
              Name                  Acquired on          ($)
              (a)                  Vesting (#)(d)        (e)
        -------------------------------------------------------
        Daniel R. Luis                 26,667           85,751
        -------------------------------------------------------
        Donald G. Barnhart             18,333           58,954
        -------------------------------------------------------
        Jesse Odom                     18,333           58,954
        -------------------------------------------------------
        Wayne D. Smith                 18,333           58,954
        -------------------------------------------------------

Employment Agreements with Executive Officers

      Mr. Luis is a party to an amended and restated agreement with the Company,
effective  as of  November  8,  2005,  under  which he now  serves  as our Chief
Executive Officer at an initial


                                      -11-
<PAGE>

base salary of  $200,000.  Mr.  Barnhart  is a party to an amended and  restated
agreement  with the Company,  effective  as of November 8, 2005,  under which he
serves as the  Company's  Chief  Financial  Officer at an initial base salary of
$165,000.  Mr. Odom is a party to an amended  and  restated  agreement  with the
Company,  effective  as of  November  8,  2005,  under  which he  serves  as the
Company's Chief  Technology  Officer at an initial base salary of $165,000.  Mr.
Smith is a party to an agreement with the Company, dated as of November 8, 2005,
under which he serves as the Company's Executive Vice President, General Counsel
and Secretary at an initial salary of $165,000.  The Compensation  Committee may
award any or all of the Named  Executives  additional  bonus  payments or option
grants in its  discretion.  The current term of each agreement is for two years;
each  such  agreement  provides  for an annual  salary  review  and a  specified
increase in base salary as of the end of the Company's  first fiscal  quarter in
2006 or  thereafter  for which the  Company  reports (or would have been able to
report but for  extraordinary  charges  that are not  expected to recur)  EBIDTA
profitability as determined by the Company's  independent auditors. In the event
any of  Messrs.  Luis,  Barnhart,  Odom or Smith is  terminated  without  cause,
resigns for good reason (including after a change in control) or, in the case of
Mr. Luis,  is not reelected to the  Company's  Board of  Directors,  he shall be
entitled to receive  enhanced  severance;  specifically,  an amount equal to one
year's base salary.  In the event of  non-renewal  of an agreement  with a Named
Officer,  the Named  Officer  will be entitled to receive an amount equal to six
months of base  salary.  Each of Messrs.  Luis,  Odom,  Barnhart  and Smith also
receives up to $500 per month in  automobile  allowances  and will be reimbursed
for additional  automobile expenses incurred in connection with his duties. Each
employment   agreement   also  contains   certain   invention   assignment   and
confidentiality  provisions  and  requires  that the Company  maintain  standard
directors and officers insurance of no less than $10 million.

Compensation of Directors

      The  following  table  sets  forth  certain   information   regarding  the
compensation we paid to our directors,  other than Daniel R. Luis,  during 2006.
None of the directors received a stock option grant during 2006.

       --------------------------------------------------------------------
                          Fees
                        Earned or                     All
                         Paid in      Stock          Other
                           Cash      Awards       Compensation       Total
             Name          ($)         ($)            ($)             ($)
             (a)           (b)         (c)            (g)             (j)
       --------------------------------------------------------------------
       Aaron Dobrinsky    37,000     80,400          3,498          120,898
       --------------------------------------------------------------------
       D. Sue Decker      10,417     40,200            877           51,494
       --------------------------------------------------------------------
       Janice Dehesh         833     40,200            516           41,549
       --------------------------------------------------------------------
       Joseph Korb        26,500     80,400              0          106,900
       --------------------------------------------------------------------


                                      -12-
<PAGE>

       --------------------------------------------------------------------
       King Lee           34,000     80,400              0          114,400
       --------------------------------------------------------------------
       David Lyons        28,000     50,250            113           78,363
       --------------------------------------------------------------------

In the table above:

      o     when we refer to "Fees Earned or Paid in Cash",  we are referring to
            all cash fees that we paid or were accrued in 2006, including annual
            retainer fees, committee and/or chairmanship fees and meeting fees;

      o     when we refer to "stock  awards,"  we are  referring  to the  dollar
            amount  recognized  by  us  for  financial   statement  purposes  in
            accordance with FAS 123R;

      o     the aggregate number of option awards  outstanding for each director
            at December 31, 2006 were: for Mr. Dobrinsky, 8,065; for Ms. Decker,
            0; for Ms. Dehesh,  0; for Mr. Korb,  6,828; for Mr. Lee, 4,258; and
            for Mr. Lyons,  10,000; and the aggregate number of restricted stock
            awards  outstanding for each director at December 31, 2006 were: for
            Mr. Dobrinsky, 20,000 shares; for Ms. Decker, 10,000 shares; for Ms.
            Dehesh,  10,000 shares;  for Mr. Korb,  20,000 shares;  for Mr. Lee,
            20,000 shares and for Mr. Lyons, 12,500 shares; and

      o     the  amounts  included  as "all  other  compensation"  were  paid to
            reimburse the respective  directors for travel expenses  incurred in
            connection with their Board service.

      Non-employee  directors serving on our Board of Directors receive a $5,000
per quarter  retainer  and per meeting fees of $1,250 for each  in-person  Board
meeting  attended,  and $750 for each telephonic  Board meeting  attended.  Each
Committee member receives $500 for each Board Committee meeting attended, except
when a Committee meeting is held reasonably  contiguous to a Board meeting. Each
Committee  Chairman  receives an additional  $1,500 per quarter if the Committee
which he or she chairs has met during that quarter. In addition, Aaron Dobrinsky
receives a  quarterly  fee of $2,500 for  serving as our  Chairman of the Board.
Each  director  is  reimbursed  by us for  reasonable  expenses  they  incur  in
connection with their participation in our Board meetings.

      On November 7, 2006, we granted  restricted  stock awards covering a total
of 92,500  shares of our Common  Stock to  non-employee  members of our Board of
Directors for serving on our Board (10,000  shares to each of Ms. Decker and Ms.
Dehesh,  an aggregate of 20,000  shares to each of Messrs.  Dobrinsky,  Korb and
Lee, and an aggregate of 12,500 shares to Mr.  Lyons).  A total of 15,000 of the
restricted  stock  awards  granted  to Messrs.  Dobrinsky,  Korb and Lee vest as
follows: 5,000 shares vested on January 2, 2007, 5,000 shares vest on January 2,
2008  and  5,000  shares  vest on  January  2,  2009.  A total  of  5,000 of the
restricted  stock  awards  granted  to Messrs.  Dobrinsky,  Korb and Lee vest as
follows:  1,667 shares vest on January 2, 2008,  1,667 shares vest on January 2,
2009  and  1,666  shares  vest on  January  2,  2010.  A total  of  7,500 of the
restricted  stock  awards  granted to Mr.  Lyons vest as follows:  2,500  shares
vested on January 2, 2007, 2,500 shares vest on January 2, 2008 and 2,500 shares
vest on January 2, 2009.  The


                                      -13-
<PAGE>

remaining  5,000 of the  restricted  stock  awards  granted to Mr. Lyons vest as
follows:  1,667 shares vest on January 2, 2008,  1,667 shares vest on January 2,
2009 and 1,666 shares vest on January 2, 2010.  Ms.  Decker's  restricted  stock
awards vest as follows:  3,333 shares vest on June 1, 2007, 3,333 shares vest on
June 2, 2008 and 3,334  shares  vest on June 1, 2009.  Ms.  Dehesh's  restricted
stock awards vest as follows:  3,333  shares vest on  September  4, 2007,  3,333
shares vest on September 2, 2008 and 3,334 shares vest on September 1, 2009.  We
also granted  restricted  stock awards  covering a total of 30,000 shares of our
Common  Stock  to two  former  directors  who now  serve as  consultants  to the
Company.

      Mr. Dobrinsky is a party to an agreement with the Company, effective as of
May 6, 2002 and amended as of March 10,  2004,  under which he now serves as the
Company's Chairman of the Board,  receiving  director  compensation equal to the
Company's independent directors but receiving no salary. Mr. Korb is party to an
agreement with the Company,  dated as of March 10, 2004, under which he receives
director  compensation equal to the Company's independent directors but receives
no  salary.  Mr.  Dobrinsky  is  eligible  to be a  beneficiary  of a term  life
insurance  policy in his name,  in the face  amount of up to $1.0  million,  for
which the Company would pay the premiums.

Compensation Committee Interlocks and Insider Participation

      The Compensation  Committee  currently consists of King Lee (who serves as
Chairman),  Jan Dehesh and David Lyons.  None of these  individuals is or was at
any time an officer or employee of the Company. During 2006, Messrs. Alan Docter
and Mark  Kristoff  (both  currently  retired)  also  served as  members  of the
Compensation  Committee.  Messrs.  Docter and Kristoff  were never  employees or
officers of the Company.

      No executive  officer of the Company has served as a director or member of
the Compensation Committee (or other committee serving an equivalent purpose) of
any other entity, one of whose executive officers served as a director or member
of the  Compensation  Committee of the  Company.  No  interlocking  relationship
exists between our Board of Directors or Compensation Committee and the board of
directors or compensation committee of any other company.

Compensation Committee Report

      The  Compensation  Committee has reviewed and  discussed  the  information
provided  under the caption  "Compensation  Discussion  and  Analysis" set forth
above.  Based on that review and those discussions,  the Compensation  Committee
recommended  to our Board that such  "Compensation  Discussion  and Analysis" be
included in this Annual Report on Form 10-K.

      King Lee (Chairperson)
      Janice Dehesh
      David Lyons


                                      -14-
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Common Stock

      The following table sets forth certain  information,  as of April 1, 2007,
with respect to holdings of the Company's  Common Stock by each of the Company's
directors and Named Officers,  and all directors and current executive  officers
as a group. The Company does not believe that any person  beneficially owns more
than 5% of the total  number of shares of Common  Stock  outstanding  as of such
date, based on currently available Schedules 13D and 13G filed with the SEC.

                                             Amount and Nature of     Percent
Name of Beneficial Owner                    Beneficial Ownership(1)  of Class(2)
------------------------                    -----------------------  -----------
Directors and Named Executives:
Donald Barnhart.............................      63,213 (3)             2.6
Aaron Dobrinsky.............................      59,390 (4)             2.4
D. Sue Decker...............................      10,000 (5)               *
Janice Dehesh...............................      10,000 (6)               *
Joseph Korb.................................      31,215 (7)             1.3
King Lee....................................      24,746 (8)             1.0
Daniel R. Luis..............................      98,816 (9)             4.0
David Lyons.................................      20,000 (10)              *
Jesse Odom..................................      65,301 (11)            2.7
Wayne D. Smith..............................      59,641 (12)            2.4
All directors and executive officers as a
group (10 persons)..........................     442,322 (13)           18.0%

----------
*     Less than one percent.

(1)   Except  as set  forth  in the  footnotes  to this  table  and  subject  to
      applicable  community  property  law, the persons  named in the table have
      sole  voting and  investment  power  with  respect to all shares of Common
      Stock shown as beneficially owned by such stockholder.

(2)   Applicable  percentage  of ownership is based on an aggregate of 2,462,605
      shares  of  Common  Stock  outstanding  on April 1,  2007,  plus any stock
      options and warrants held by each such holder which are  exercisable as of
      April 1, 2007 or become exercisable within 60 days after such date.

(3)   Includes  approximately  5,416 shares of Common Stock  underlying  options
      which are exercisable as of April 1, 2007 or become  exercisable within 60
      days  after  such  date and an  aggregate  of  36,667  shares  subject  to
      restricted stock awards which had not vested as of April 1, 2007.

(4)   Includes  five  shares  held  for the  benefit  of Mr.  Dobrinsky's  minor
      children.  Mr. Dobrinsky has voting and dispositive  power with respect to
      such shares. Also includes 8,065 shares of Common Stock underlying options
      which are  exercisable  as of April 1, 2007 or within 60


                                      -15-
<PAGE>

      days  after  such  date and an  aggregate  of  15,000  shares  subject  to
      restricted stock awards which had not vested as of April 1, 2007.

(5)   Represents shares of Common Stock subject to restricted stock awards which
      had not vested as of April 1, 2007.

(6)   Represents shares of Common Stock subject to restricted stock awards which
      had not vested as of April 1, 2007.

(7)   Includes  6,828  shares  of  Common  Stock  underlying  options  which are
      exercisable as of April 1, 2007 or become exercisable within 60 days after
      such date and an aggregate of 15,000 shares  subject to  restricted  stock
      awards which had not vested as of April 1, 2007.

(8)   Includes  4,258  shares  of  Common  Stock  underlying  options  which are
      exercisable  as of April 1, 2007 or within 60 days  after such date and an
      aggregate of 15,000 shares  subject to  restricted  stock awards which had
      not vested as of April 1, 2007.  Also  includes 584 shares held by the Lee
      Living Trust, of which Mr. Lee is a co-trustee, but not a beneficiary.

(9)   Includes  16,516  shares  of Common  Stock  underlying  options  which are
      exercisable as of April 1, 2007 or become exercisable within 60 days after
      such date and an aggregate of 53,333 shares  subject to  restricted  stock
      awards which had not vested as of April 1, 2007.

(10)  Includes  7,500  shares  of  Common  Stock  underlying  options  which are
      exercisable  as of April 1, 2007 or within 60 days  after such date and an
      aggregate of 10,000 shares  subject to  restricted  stock awards which had
      not vested as of April 1, 2007.

(11)  Includes  10,301  shares  of Common  Stock  underlying  options  which are
      exercisable as of April 1, 2007 or become exercisable within 60 days after
      such date and an aggregate of 36,667 shares  subject to  restricted  stock
      awards which had not vested as of April 1, 2007.

(12)  Includes  4,516  shares  of  Common  Stock  underlying  options  which are
      exercisable as of April 1, 2007 or become exercisable within 60 days after
      such date and an aggregate of 36,667 shares  subject to  restricted  stock
      awards which had not vested as of April 1, 2007.

(13)  Includes an aggregate of 63,400 shares of Common Stock underlying  options
      which are exercisable as of April 1, 2007 or become  exercisable within 60
      days  after  such date and an  aggregate  of  238,334  shares  subject  to
      restricted stock awards which had not vested as of April 1, 2007.

      See the  Company's  Annual Report filed with the  Securities  and Exchange
Commission on March 30, 2007 for the information  required by Item 201(d) of the
SEC's Regulation S-K.

Item 13. Certain Relationships and Related Transactions, and
         Director Independence

      Each of  Messrs.  Lee and Lyons and Ms.  Decker  and Ms.  Dehesh  has been
determined to be "independent" within the meaning of SEC and Nasdaq regulations.
Accordingly  all of the members of the Company's  Compensation,  Nominating  and
Audit Committees are independent.

      There have been no related party transactions  requiring  disclosure under
the SEC's rules since January 1, 2006.


                                      -16-
<PAGE>

      The  Audit  Committee  of the  Board  of  Directors  has  adopted  written
procedures  governing related party  transactions.  These procedures require the
Audit Committee to review all related party transactions in advance. In general,
the Audit Committee reviews related party  transactions on a quarterly basis. By
"related party transaction," we mean a transaction between the Company or any of
its  subsidiaries,  on the one  hand,  and an  executive  officer,  director  or
immediate  family  member of an  executive  officer or a director,  on the other
hand.

Item 14. Principal Accountant Fees and Services

      In accordance with the requirements of the  Sarbanes-Oxley Act of 2002 and
the  Audit  Committee's  charter,  all  audit  and  audit-related  work  and all
non-audit   work   performed   by   the   Company's   independent   accountants,
WithumSmith+Brown  P.C.  ("WithumSmith"),  is  approved  in advance by the Audit
Committee,  including  the proposed fees for such work.  The Audit  Committee is
informed of each service actually rendered.

      Audit  Fees.  Audit fees billed or expected to be billed to the Company by
WithumSmith for the audit of the financial  statements included in the Company's
Annual Reports on Form 10-K, reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-Q and reviews of other regulatory filings
of the Company with the Securities and Exchange Commission,  for the years ended
December  31,  2006  and  2005  totaled  approximately  $133,756  and  $132,000,
respectively.

      Audit-Related Fees. The Company was billed  approximately $530 and $22,000
by WithumSmith for assurance and related services rendered by WithumSmith during
the fiscal years ended  December 31, 2006 and 2005,  respectively,  that are not
reported under the immediately preceding paragraph.

      Tax  Fees.  The  Company  was  billed  $0 and $0 by  WithumSmith  for  tax
services,   during  the  fiscal   years  ended   December  31,  2006  and  2005,
respectively.

      All Other Fees.  The Company was billed $0 and $0 by  WithumSmith  for the
fiscal years ended December 31, 2006 and 2005 for other services.

      Other  Matters.  The  Audit  Committee  of  the  Board  of  Directors  has
considered whether the provision of the  Audited-Related  Fees, Tax Fees and All
Other Fees are compatible  with  maintaining  the  independence of the Company's
principal accountant.

      Applicable law and  regulations  provide an exemption that permits certain
services to be provided by the Company's  outside  auditors even if they are not
pre-approved. The Company has not relied on this exemption at any time since the
Sarbanes-Oxley Act was enacted.


                                      -17-
<PAGE>

                                    PART IV

Item 15. Exhibits and Financial Statements.

(a)(3)     Exhibits.

31.1       Certification  of the Chief  Executive  Officer as  required  by Rule
           13a-14(a),  as adopted pursuant to Section 302 of the  Sarbanes-Oxley
           Act of 2002.

31.2       Certification  of  Chief  Financial   Officer  as  required  by  Rule
           13a-14(a),  as adopted pursuant to Section 302 of the  Sarbanes-Oxley
           Act of 2002.


                                      -18-
<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 Amendment No. 1 to the
Registrant's  Annual  Report  on Form  10-K to be  signed  on its  behalf by the
undersigned, thereunto duly authorized this 30th day of April, 2007.

                                               GOAMERICA, INC.

                                               By:  /s/ Daniel R. Luis
                                                    ----------------------------
                                                    Daniel R. Luis,
                                                    Chief Executive Officer

                                                    /s/ Donald G. Barnhart
                                                    ----------------------------
                                                    Donald G. Barnhart,
                                                    Chief Financial Officer


                                      -19-
<PAGE>

                                  EXHIBIT INDEX

31.1       Certification  of the Chief  Executive  Officer as  required  by Rule
           13a-14(a),  as adopted pursuant to Section 302 of the  Sarbanes-Oxley
           Act of 2002.

31.2       Certification  of  Chief  Financial   Officer  as  required  by  Rule
           13a-14(a),  as adopted pursuant to Section 302 of the  Sarbanes-Oxley
           Act of 2002.


                                      -20-