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 endedDecember
      31, 2007                                                        
|--------------------------------------------------------------------------------------------------------------
|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.

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(Exact
  Name of Registrant as Specified in Its Charter)


|Delaware                                                                  |  | 22-3693371                                
|------------------------------------------------------------------------- |  | ------------------------------------------
|                                                                         
|(State
      or Other Jurisdiction ofIncorporation
      or Organization) |  | (I.R.S.
      Employer 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:

|     | 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

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(Title
  of Class)


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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. | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large
  Accelerated Filer _____            Accelerated
  Filer ______              Non-accelerated
  filer  _____X_____Smaller reporting
  company _________

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, 2007), was $11,078,740.

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Indicate the number of shares outstanding of each of the registrants classes of common stock as of March 24, 2008:

|Class                         |  | Number of Shares
|----------------------------- |  | ----------------
|Common Stock, $0.01 par value |  | 9,159,092       

Documents Incorporated by Reference:

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 2008 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

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TABLE OF CONTENTS

|                                                                            |  | Item |  |                                                                 |  | Page
|--------------------------------------------------------------------------- |  | ---- |  | --------------------------------------------------------------- |  | ----
|PART I                                                                      |  | 1.   |  | Business of the Company                                         |  | 3   
|                                                                            |  | 1A.  |  | Risk Factors                                                    |  | 19  
|                                                                            |  | 1B.  |  | Unresolved Staff Comments                                       |  | 33  
|                                                                            |  | 2.   |  | Properties                                                      |  | 33  
|                                                                            |  | 3.   |  | Legal Proceedings                                               |  | 33  
|                                                                            |  | 4.   |  | Submission of Matters to a Vote of Security Holders             |  | 34  
|                                                                            |  | 4A.  |  | Executive Officers of the Registrant                            |  | 36  
|PART II                                                                     |  | 5.   |  | Market for the Registrants Common Equity, Related Stockholder  |  |     
|                                                                            |  |      |  | Matters and Issuer Purchases of Equity Securities               |  | 38  
|                                                                            |  | 6.   |  | Selected Consolidated Financial Data                            |  | 39  
|                                                                            |  | 7.   |  | Managements Discussion and Analysis of Financial Condition and |  |     
|                                                                            |  |      |  | Results of Operations                                           |  | 41  
|                                                                            |  | 7A.  |  | Quantitative and Qualitative Disclosures About Market Risk      |  | 54  
|                                                                            |  | 8.   |  | Financial Statements and Supplementary Data                     |  | 55  
|                                                                            |  | 9.   |  | Changes in and Disagreements with Accountants on Accounting     |  |     
|                                                                            |  |      |  | and Financial Disclosure                                        |  | 55  
|                                                                            |  | 9A.  |  | Controls and Procedures                                         |  | 55  
|                                                                            |  | 9B.  |  | Other Information                                               |  | 56  
|PART III                                                                    |  | 10.  |  | Directors, Executive Officers and Corporate Governance          |  | 57  
|                                                                            |  | 11.  |  | Executive Compensation                                          |  | 57  
|                                                                            |  | 12.  |  | Security Ownership of Certain Beneficial Owners and             |  |     
|                                                                            |  |      |  | Management and Related Stockholder Matters                      |  | 57  
|                                                                            |  | 13.  |  | Certain Relationships and Related Transactions, and Director    |  |     
|                                                                            |  |      |  | Independence                                                    |  | 57  
|                                                                            |  | 14.  |  | Principal Accountant Fees and Services                          |  | 58  
|PART IV                                                                     |  | 15.  |  | Exhibits and Financial Statement Schedules                      |  | 58  
|SIGNATURES                                                                  |  |      |  |                                                                 |  | 59  
|EXHIBIT INDEX                                                               |  |      |  | 60                                                             
|INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE |  | F-1 
|                                                                            |  |     



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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. i711 and the i711 logo, and ClickRelay are registered trademarks, and i711.com, i711 Wireless, i711 Call Me, One-Click Call Back, Relay and Beyond, and Clear Mobile are among the 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

statements: (i) our ability to integrate our recent acquisitions into our existing businesses and operations; (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 wireline and 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 generate revenue growth; (vi) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (vii) 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.

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PART I

Item 1. Business of the Company.General; Recent Events

GoAmerica, Inc. (GoAmerica or the Company) is a provider of communications services for people who are deaf, hard-of-hearing, or
speech-disabled. The Companys vision is to improve the quality of life of its customers by being their premier provider of high quality, innovative communication services that break down communications
barriers. For more information on the Company or its services, visithttp://www.goamerica.comor contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717, Internet Relay by visitinghttp://www.i711.com, or video phone by connecting to hovrs.tv.

On January 10, 2008, the Company acquired (1) certain assets of the Telecommunications Relay Services (TRS) division of MCI
Communications Services, Inc. (Verizon), a leading provider of relay services transactions, and (2) Hands On Video Relay Services, Inc., a California-based provider of video relay and interpreting services.

Background on Telecommunications Relay Services

Introduction

Telecommunications relay service (or telerelay service) refers to a range of communications services that enable persons with hearing or
speech disabilities the functionality to place and receive telephone calls. It is available in all 50 states, the District of Columbia, Puerto Rico and the U.S. territories for both local and long distance calls.

The Americans with Disabilities Act of 1990 (the ADA) requires the Federal Communications Commission (the FCC) and each of the
states to ensure that telerelay service is available to persons with hearing or speech disabilities 24 hours per day and federal and state policy-makers have determined that it should be free of charge to eligible users. Therefore, service
providers are wholly reimbursed for such services from either a federal (for state-to-state calls) or a state (for in-state calls) reimbursement fund.

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Broadly speaking, there are two categories of telerelay services. The first is the traditional telecommunications relay service that relies
exclusively on a telephone-typewriter device. The second, more recent variety, is Internet-based services. Telerelay service uses operators, called communications assistants, to facilitate telephone calls between people with hearing
and speech disabilities and hearing individuals. A telerelay service call may be initiated by either a person with a hearing or speech disability, or a person without any such disability. When a person with a hearing or speech disability
initiates such a call, the person uses a telephone-typewriter or an Internet-based device that permits text (such as a computer or a wireless device) to contact a relay center, and gives a communications assistant the telephone
number of the party he or she wishes to call. The communications assistant in turn places an outbound traditional voice call to that person. The communications assistant then serves as a link for the call, voicing to the
called party the text that the communications assistant received from the initiating party, and vice versa.

Conversations are relayed in real-time and communications assistants are not permitted to disclose to any third person not involved in the
call the content of any conversation. Like hearing callers, relay callers are not limited by the type, length or nature of their calls.

An overview of the various forms of telerelay service is provided below.

Traditional
  Telecommunications Relay Service

Traditional telerelay service enables a person with a hearing or speech disability to utilize a text-telephone or captioned telephone device (historically
referred to as a telephone typewriter, or a TTY device), to initiate calls to, and receive calls from, hearing enabled persons.

In order to make such a call, a speech- or hearing-disabled person dials a toll-free number established by the state in which the call originates. The
call is then routed to a calling center authorized by the state. Except for California, which contracts with multiple providers, states typically contract with one provider to operate the calling center. That provider handles all traditional
telerelay calls received by the calling center, both in-state calls, and state-to-state calls. In-state calls are reimbursed from a state fund at state approved rates. State-to-state calls are reimbursed from a federal fund at
FCC-approved rates. We refer to this federal fund as the federal TRS fund. States typically select the chosen provider as a result of a public bid process.

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Key aspects of traditional telerelay service include:

> State telecommunications relay service providers are selected through an open bid process.
>     A state contract generally provides a reasonably consistent revenue stream to the winning telecommunications
> provider for three to seven years.
>     Current state reimbursement rates range from $0.75 to $1.90 per minute (compared to the
> 2007-2008 reimbursement rate for traditional state-to-state telecommunications relay service of $1.592 per conversation minute, except for speech-to-speech service, the rate for which is $2.723 per conversation minute).
>     Similar to traditional state-to-state telerelay service, in-state traditional telerelay service traffic is declining
> due to consumer preference for Internet-based telerelay service.

Internet-Based Telerelay Service

Internet-based forms of telerelay service have developed over the last decade. They are currently treated by the FCC as if they are state-to-state calls
(even when a call is in-state), and such calls are thus regulated by the FCC and service providers are reimbursed via the federal TRS fund. Internet-based telerelay services include the following types of service:

Internet Protocol Relay (IP relay)  IP relay is a text-based form of
telerelay service that uses the Internet, rather than traditional telephone lines, for the leg of the call between the person with a hearing or speech disability and the communications assistant. In all other respects, IP relay calls are
handled in the same manner as text-to-voice traditional telerelay service calls. The user utilizes a computer or other web-enabled device to communicate with the communications assistant rather than a
text-telephone device. IP relay currently represents the most widely used form of Internet-based telerelay service. The current IP relay reimbursement rate is $1.293 per conversation minute. This rate will remain in effect through the 2009-2010 reimbursement year, subject to annual adjustments described in the Funding Mechanisms section below.

Video Relay Service (VRS)  Video relay service is an Internet-based form of
telerelay service that enables persons whose primary language is American Sign Language (ASL) to communicate with a communications assistant in ASL using video conferencing equipment. The user accesses the
communications assistant over an Internet-based device such as a webcam or videophone. The communications assistant receives the ASL communication, and then voices that communication to the hearing party,
and vice versa. Video relay service allows conversations to flow in near real-time and in a faster and more natural manner than text-based telerelay service. Video relay service currently represents the fastest growing form of
telerelay service. According to its May 1, 2007 annual report to the FCC, the National Exchange Carriers Association, or NECA, forecasts 2007 video relay service traffic to increase more than 32% over 2006, from
approximately 44.3 million conversation minutes in 2006 to approximately 58.6 million conversation minutes in 2007. The current VRS reimbursement rate is tiered according to VRS call volumes (measured by monthly minutes of use), at the following rates: (1) for the first 50,000 monthly minutes, $6.77 per minute; (2) for monthly minutes between 50,001 and 500,000, $6.50 per minute; and (3) for monthly minutes above 500,000, $6.30 per minute.This rate will remain in effect through the 2009-2010 reimbursement year, subject to annual adjustments described in the Funding Mechanisms section below.

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Operational and Performance Requirements

Telerelay service providers must offer service that meets certain mandatory minimum standards set by the FCC. These
include:

- The communications assistant answering or placing a telerelay service call must stay with the call for a
minimum of ten minutes to avoid disruptions to the user (15 minutes for speech-to-speech calls).
- Most forms of telerelay service must be available 24 hours a day, seven days a week.
- Telerelay service providers must answer 85% of all calls within ten seconds. As of January 2007, the FCC requires that
video relay service providers answer 80% of all video relay service calls within 120 seconds.
- Telerelay service providers must make best efforts to accommodate a telerelay service users requested
communications assistant gender.
- Communications assistants are prohibited from intentionally altering or disclosing the content of a relayed
conversation and generally must relay all conversation verbatim unless the user specifically requests summarization.
- Telerelay service providers must ensure user confidentiality and communications assistants (with a
limited exception for speech-to-speech) may not keep records of the contents of any conversation.
- The conversation must be relayed in real-time.
- Communications assistants must provide a minimum typing speed for IP relay calls and video
relay service communications assistants must be qualified interpreters.
- For most forms of telerelay service, the provider must be able to handle emergency (911) calls and relay
them to the appropriate emergency services.

Funding Mechanisms

In-State. As noted above, in-state traditional telerelay services are paid for by that
states universal service fund. Each state utilizes its own unique funding formula and mechanism, which can include assessments on carriers operating in the state, assessments built into local or state
telecommunications rates, or taxes administered by the state. Rates are generally set on a multi-year basis.

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State-To-State. State-to-state telerelay services (which include all IP relay and video
relay service regardless of the locations of the persons initiating or receiving a call), are paid for out of the federal TRS fund which was established by the FCC and which is administered by NECA, a non-profit entity described below. The
federal TRS fund receives funds from an assessment the FCC imposes upon all state-to-state telecommunications carriers, which presently number more than 5,800. The carriers generally pass these assessments on
to their customers via a monthly surcharge which is represented as a percentage of a customers monthly state-to-state charges. The FCC establishes an annual per-minute reimbursement rate for each form of
telerelay service and authorizes NECA to administer payments to relay service providers from the federal TRS fund.

The federal TRS fund was established by the FCC in July 1993. Initially only state-to-state traditional telerelay service minutes were reimbursable.
Over the years the FCC has authorized the reimbursement of additional forms of relay services and currently reimburses service providers for traditional telerelay service, IP relay service, speech-to-speech service, captioned telephone service (both traditional and IP)(CAPTEL) and VRS. Currently the
Company does not provide the CAPTEL service.

The federal TRS fund is administered by NECA, a non-profit organization created in 1984 by telecommunications companies to administer
the fees that long distance companies pay to access local telephone networks. NECA was appointed as the fund administrator for telerelay services by the FCC in 1993 for a two-year term, and reappointed in 1995 and 1998 to four-year
terms. Beginning in 2003, NECAs appointment as fund administrator was extended on a month-to-month basis.

The federal TRS fund has experienced significant growth, from $90 million for the 2002-2003 funding period to $553.4 million  for the 2007-2008 funding period (with $430 million of that amount, or nearly 75%, to be used to fund VRS alone). The growth in fund size is attributable in large part to FCC decisions recognizing new forms of telerelay service, such as IP relay and VRS, and to increased consumer demand for these
services.

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In addition to the Company, the following service providers currently receive reimbursement payments from the federal TRS
fund:

- Ameritech
- AT&T
- Communications Access Center for the
Deaf and Hard-of-Hearing (VRS only)
- CSDVRS
- Hamilton Telecommunications
- Hands On Video Relay Services (VRS
only)
- Healinc Telecom LLC
- Kansas Relay Services, Inc.
- MCI
- Nordia
- Snap!VRS
- Sorenson Communications (Internet
and VRS only)
- Sprint



In
previous years, NECA would collect and review projected cost and minutes of use data
submitted by telerelay service providers to determine annual reimbursement rates for the
various forms of telerelay service. The rates would be effective for the fiscal year
ending June 30.  Active relay service providers would submit to NECA their respective
expenses for the previous two years as well as projections for the upcoming two years.
NECA would review the information to develop a methodology for calculating an average
cost per service minute across all providers of each particular form of telerelay
service.  The proposed per minute reimbursement rates would then be submitted to the FCC,
which made a final determination regarding the level of new rates.

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In
November 2007, the FCC released an order that substantially modified the cost recovery
mechanism for all forms of state-to-state telerelay service in the following ways:

Traditional telerelay,
speech-to-speech service, and CAPTEL. Reimbursement rates for these services will now be
calculated according to a Multi-state Average Rate Structure (MARS) plan, which uses a
weighted average of competitively bid reimbursement rates for various types of in-state
telerelay service. Each January, NECA will require each state telerelay administrator
and each provider of the relevant state-to-state telerelay services to submit certain
data related to provision and compensation of those services. NECA will then compute the
weighted average reimbursement rate based on the data provided and submit it to the FCC,
which will make a final determination regarding the reimbursement rate by June 30 of that
year. The following rates apply for the remainder of the 2007-2008 reimbursement year:
(1) for traditional telerelay service, $1.592 per minute; (2) for speech-to-speech
service, $2.723 per minute; and (3) for CAPTEL (both traditional and IP), $1.629 per
minute.

IP Relay. Reimbursement rates for
IP relay will now be established for three-year periods under a price capplan.
The FCC will establish a base reimbursement rate for the period, and that reimbursement
rate will be adjusted for each year of that period based on (1) an established inflation
factor (the Gross Domestic Product Price Index); (2) exogenous costs (costs beyond the
control of telerelay providers that are not reflected in the inflation adjustment); and
(3) an efficiency factor (an annual rate reduction of 0.5%). The current
three-year reimbursement rate of $1.293 per minute will continue (as adjusted) through
the 2009-2010 reimbursement year.

VRS. Reimbursement rates for VRS
will continue to be based on providers projected costs and minutes of use, but the
rates will now be established for three-year periods, subject to an annual rate reduction
of 0.5%. However, the FCC will no longer use a single weighted average reimbursement
rate for all VRS providers. Instead, it has adopted a tiered reimbursement structure for
VRS based on call volumes (measured by minutes of use), with the following current rates:
(1) for the first 50,000 monthly minutes, $6.77 per minute; (2) for monthly minutes
between 50,001 and 500,000, $6.50 per minute; and (3) for monthly minutes above 500,000,
$6.30 per minute. These current three-year reimbursement rates will continue (as
adjusted) through the 2009-2010 reimbursement year.

Non-Rate
  Government Regulation

GoAmerica is certificated by the FCC to provide IP relay and VRS and to receive reimbursement from the federal TRS fund. Consistent with
that certification, GoAmerica must adhere to certain operational and performance standards, discussed above.

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Our Business

Integrated
  Products and Services Offered

After the Companys January 10, 2008 acquisitions of Verizons TRS division and Hands On, we currently have five lines of business:

- Internet
    Text Relay Services  Internet text relay services enable deaf or hard
    of hearing callers
    to use a Web-connected computer or wireless handheld device to place
    calls, which
    are connected to a relay operator. The relay operator calls the voice number
    and then
    verbally speaks the text message typed by the deaf caller to the hearing
    recipient, and
    types the hearing partys responses back to the deaf party. The Company
    provides versions
    of this service under the IP-Relay brand acquired from Verizon TRS and
    the existing
    i711 brand from GoAmerica.
- Video
    Relay Services (VRS)  Using VRS, a deaf caller begins a
    call by communicating
    directly with a sign language interpreter over a live video connection,
    either
    on a webcam-equipped PC or a set-top videophone; the interpreter places
    the call on
    the deaf persons behalf, and translates the callers sign language into audible
    speech for
    the hearing person, and back into sign language for the deaf caller. The Company
    provides
    versions of this service primarily under the Hands On Video Relay Services
    (HOVRS)
    and i711 brands. In addition, the Company offers a white label solution
    by providing
    the infrastructure and interpreting services for video relay services offered
    by Sprint
    and AT&T.
- Community
    Interpreting Services  Certified sign language interpreters provide
    interpreting
    services in situations where relay services may not be available or ideal,
    such as
    a doctor appointment or in-person business meeting.
- Wireless
    Devices and Services  The Company provides wireless devices, such
    as the T- Mobile
    Sidekick, or other devices that are hearing-aid compatible, and value-added
    wireless
    services customized for deaf or hard of hearing consumers.
- State Telecommunications Relay Services  Traditional relay service enables a person with a hearing or speech
disability to use a text-telephone device (historically referred to as a telephone typewriter, or a TTY device), to initiate calls to, and receive calls from, hearing persons. The Company has contracts to provide these services in California, Tennessee, and the District of
Columbia.

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Relay
  Services

Our i711.com text and VRS permit deaf consumers to contact a 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. We developed our i711.com web portal and service with distinctive calling features and a community
orientation in order to be a user friendly, familiar and  preferred Internet-based relay service.

As a result of our acquisition of the assets of Verizons TRS division in January 2008, we now provide traditional telerelay service (both in-state and
state-to-state) under contracts from three jurisdictions  California, Tennessee and the District of Columbia. In recent years, traditional telerelay service revenue has experienced a steady decline due to product substitution as
state telerelay service customers switch to Internet-based relay services (IP relay and VRS).

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Hands On Products and Services

Our Hands On subsidiary, acquired in January 2008, currently provides customers with the following products related to the VRS business and
community interpreter business:

|VRS
      Core Services    |  | Description                                                                                
|-------------------------- |  | -------------------------------------------------------------------------------------------
|Dlink
      Video Phone    |  | Hands
        On deployed and installed new video phone                                    
|(new)                      |  |                                                                                            
|                           |  |                                                                                            
|Video
      Phone          |  | The
        addition of Hands On VRS to a competitors video phones                        
|(converts)                 |  |                                                                                            
|                           |  |                                                                                            
|VideoSign      
      2.5  |  | PC
        application to initiate and receive point to point (P2P) and VRS
        calls
|(PC)                       |  |                                                                                            
|                           |  |                                                                                            
|Hands
      OnWidget       |  | Dashboard
        widget (mini-application) for Apple MacIntosh OS X                       
|                           |  |                                                                                            
|                           |  |                                                                                            
|Hands
      OnIM           |  |                                                                                            
|                           |  |                                                                                            
|Spanish
      Language     |  | The
        ability to interpret between ASL and spoken Spanish                            
|to
      ASL               |  |                                                                                            
|                           |  |                                                                                            
|Business
      VRS         |  | Web
        button to initiate a VRS call from an ASL user to a business                   
|Web
      Button           |  |                                                                                            
|                           |  |                                                                                            
|VRSAncillary               |  |                                                                                            
|Services                   |  |                                                                                            
|Voice
      to
      Video |  | Ability
        to receive calls from a hearing person to VRS user                         
|(V2V)                      |  |                                                                                            
|                           |  |                                                                                            
|Video
      Mail           |  |                                                                                            
|                           |  |                                                                                            
|VPChat                     |  |                                                                                            
|                           |  |                                                                                            
|Community                  |  |                                                                                            
|Interpreting               |  |                                                                                            
|On-Site
      ASL          |  | Providing
        on-site live ASL interpreters                                            
|Interpreting               |  |                                                                                            
|                          

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Hands On is headquartered in Rocklin (Sacramento area), California, and currently maintains call centers in Rocklin, Oakland, San Diego, Long Beach
and Temecula, California; Vancouver, Washington; Salem/Portland, Oregon; and, through subcontractor relationships, in Orlando, Florida and San Juan, Puerto Rico. Hands On is also in the process of opening call centers in Las Vegas, Nevada;
Honolulu, Hawaii; Seattle, Washington; Tampa, Florida; Richmond, Virginia; Chicago, Illinois; Atlanta, Georgia and Madison Wisconsin.

Hands On is also a provider of community interpreter services. Typically, Hands Ons customers contact the company to schedule an
interpreter and then Hands On will assign a qualified interpreter to meet the customers needs. Hands On currently concentrates its services in the Northern California region, but can provide nationwide, 24-hour a day, sign language
interpreting services through its network of interpreters.

Wireless
  Subscription Services

Our wireless subscription services operate over the T-Mobile wireless data network and currently 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. We anticipate that the resale of recurring data-only services
will cease on or about March 31, 2008. During 2006, we ceased offering our WyndTell services, which operated on older wireless networks using devices no longer manufactured by RIM. We also currently provide our proprietary software technology
called Go.Web on a limited basis. 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 Wireless Subscription Services to the Company continues to decline, and we do not foresee devoting significant resources to
this business during 2008 and beyond.

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.

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Marketing & Outreach

Part of our obligations under our regulatory certification is that we conduct on-going outreach and educational activities designed to make consumers;
both hearing and deaf, aware of telecommunications relay services.

To accomplish this objective, we have a combination of full-time staff and independent contractors located throughout the United States who
meet with consumers in large and small groups primarily to educate them about the services offered by the Company.

To further educate consumers about our services we will often attend local tradeshows and advertise in appropriate online and print venues aimed at
deaf and hard of hearing audiences.

Sales

For services such as our wireless equipment sales or interpreting services, we use both direct and indirect channels of distribution to reach our
customers.

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, or hearing customers who are
looking to arrange in-person interpreting services. Our telesales representatives respond to queries generated as a result of website 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.

Dealers offer our wireless 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.

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Competition

The relay services market consists of well-funded competitors such as AT&T Inc., Sprint Nextel Corp., Hamilton Telecommunications
and Sorenson Communications, Inc. (Sorenson). Each of these companies offers text relay services similar to the services the Company offers, 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. Sorenson currently is the largest provider of VRS in the United States.

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

With time and capital, it would be possible for competitors to replicate the services currently provided by the Company. The Company
competes primarily on the basis of the functionality, breadth and the quality of our services.

Many of our existing and potential competitors have substantially greater financial, technical, marketing and distribution resources than
GoAmerica; however, few of such competitors focus on deaf or hard-of-hearing customers to the same degree as 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 can GoAmerica. Competitive pressures may have a material adverse effect on our business and reduce
our market share.

Technology and Operations

Service Infrastructure

We use reliable third-party information technology firms to host many of our service applications. This data center strategy for our network
connectivity and server hosting 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.

Call Center Operations

For our text relay services we continue to partner with Stellar Nordia to handle the call center operations; which includes recruiting, training, and on-going
management of the call centers consistent with our quality and service standards.

For our video relay services, we handle call center operations internally and with a limited number of independent interpreting agencies who supply
qualified interpreters to assist with call handling functions. In the case of VRS call centers, we identify potential locations for the center, complete the build out and then recruit, staff, and manage the on-going operations of each
center.

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Software Technology

For our i711.com text- and video- based relay services business, we have developed a standards-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.

The same Internet-based text relay platform that we use for our i711 services will be used for the integration of the TRS assets acquired from
MCI / Verizon.

Our Hands On subsidiary uses an internally developed technology platform to provide its services in combination with some licensed technology and
has proprietary PC software called VIDEOSIGN which is used by consumers to access our VRS through computers.

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.

Licensed Software Technology

Video
  Relay Service

Our VRS service offerings operate in conjunction with internally developed and licensed technology which allows numerous users to interface
simultaneously with the service.

Customer
  Service, Billing and Fulfillment

We provide tier-1 customer support for users of all our products and services. We use a combination of internally developed and licensed applications
to make sure we follow up with customers who are having technical or service related issues with our offerings.

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

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

Research and Development

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.

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Government Regulation

See Background on Telecommunications Relay Services for a description of how our business is regulated. 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 federal TRS Fund. Consistent with this certification, to remain compliant we must adhere to certain technical,
operational and performance standards described above.

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, 2008, the Company had a total of 393 full-time or full-time equivalent employees. None of our employees is covered by a
collective bargaining agreement. We believe that our relations with our employees are good.

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Item 1A. Risk FactorsRisks Particular To GoAmerica

We must integrate three businesses that previously operated independently: GoAmerica, Verizions TRS division and Hands On. We cannot assure you that we will be able to
integrate and manage these businesses effectively.

On January 10, 2008, GoAmerica acquired (1) certain assets of the Telecommunications Relay Services (TRS) division of MCI
Communications Services, Inc. (Verizon), a leading provider of relay services transactions, and (2) Hands On Video Relay Services, Inc., a California-based provider of video relay and interpreting services. Although the businesses of
these companies are complementary, the integration of the departments, systems business units, operating procedures and information technologies of the three businesses present a significant challenge to
management. We cannot assure you that we will be able to integrate and manage these operations effectively or improve the historical financial performances of GoAmerica, Verizons TRS division, and Hands On. The
failure to successfully integrate these systems and procedures could have a material adverse effect on the results of operations and financial condition of the combined company. The difficulties of combining the
companies operations include:

- the necessity of coordinating geographically separated organizations;
- integrating personnel with diverse business backgrounds;
- integrating the businesses technology and products;
- combining different corporate cultures;
- the fact that Hands On has been a privately held company and will now become a subsidiary of a public
company;
- retaining key employees;
- retaining existing customers;
- maintaining product development schedules;
- creating uniform standards, controls, procedures, policies and information systems;
- integrating sales and business development operations; and
- preserving important distribution relationships.

In addition, the process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of
the combined companys businesses. The diversion of managements attention and any delays or difficulties encountered in connection with the integration process could have a material adverse effect on our business
and results of operations.

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The successful integration of Verizons TRS division depends in part on the performance of Stellar Nordia under a managed services agreement it has entered into with
the Company.

The Company is relying on a managed services agreement it has executed with Stellar Nordia to assist it in integrating Verizons TRS division
into the Companys combined operations. Under this agreement, Stellar Nordia is acting as GoAmericas subcontractor, and is assuming facilities, employees, and operational responsibilities at the two primary
call centers associated with Verizons TRS division business. Although we have a good relationship with Stellar Nordia and are confident in its capabilities, if Stellar Nordia is unable to satisfactorily fulfill its obligations under the
managed services agreement, we will be required to provide these services, which would place increased demands on our resources.

As described under Item 1. Business of the Company, NECA could decrease its reimbursement rates in the future, which could materially adversely affect the
Company.

As a provider of telerelay services, the Company is reimbursed monthly from the federal TRS fund for
each IP relay and VRS conversation minute.  The current IP relay rate is $1.293 per minute, and although this
rate has been established for three years  through the 2009-2010 reimbursement year  it is subject to an annual
0.5% reduction (among other fluctuating adjustments that may or may not raise the rates).  The current
reimbursement rate for VRS, which is $6.77 per minute for the first 50,000 monthly minutes, $6.50 per minute for
monthly minutes between 50,001 and 500,000, and $6.30 per minute for monthly minutes above 500,000, has also been
established (subject to an annual 0.5% reduction) for the three-year period ending in the 2009-2010 reimbursement
year.  Although these three-year reimbursement rate plans provide increased rate stability from year to year,
unanticipated changes to these rates by the FCC or decreases in future three-year reimbursement rates could
materially adversely affect our revenues.

We incurred significant debt in connection with acquiring Verizons TRS division and Hands On. The recent sub-prime mortgage financial crisis has resulted in increased
volatility in the capital markets, which could affect our ability to repay or refinance such indebtedness.

We financed the acquisition of Verizons TRS division through $33.5 million of equity financing and $30 million of senior secured debt
financing. We financed the acquisition of Hands On through $40 million of senior secured debt financing and $5 million of equity financing. The recent sub-prime mortgage financial crisis has resulted in increased
volatility in the capital markets. We cannot predict the effect such volatility, if it continues or increases, will have on our stock price in general or on our ability to repay or refinance the indebtedness we incurred in connection with these
acquisitions.

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If the growth of the VRS market is less than what we anticipate, the Companys financial results could be adversely affected.

We anticipate significant growth in the VRS market, which currently represents the fastest growing form of telerelay service. If actual growth in this
market is less than what we anticipate, the Companys financial results could be adversely affected.

If we cannot attract and retain interpreters, our ability to provide VRS could be adversely affected.

The success of our VRS business depends on the availability of highly specialized interpreters. To the extent we are not able to attract and retain these
interpreters, our ability to provide V RS could be adversely affected.

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

GoAmerica has never earned a profit. We had net losses of $3.8 million, $2.0 million and $4.4 million for the years ended
December 31, 2007, 2006 and 2005, respectively. While we believe our acquisitions of Verizons TRS division and Hands On will enable us to achieve scale in IP relay and VRS in a quicker-to-market and more cost effective manner
than would be the case if GoAmerica were to grow these businesses, particularly the VRS business, organically, we can give no assurance that we will attain the type of revenue enhancements and cost savings necessary to achieve or sustain
our revenue or profit goals.

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:

- our
    competitors announce and develop, or to the extent permitted by
    applicable regulations
    lower the prices of, competing services;
- 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
- 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.

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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:

- 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.
- 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.

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. 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.

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As a result of the acquisitions of Verizons TRS division and Hands On, control of the Company is concentrated in Clearlake Capital Group, L.P. and its
affiliates and certain former stockholders of Hands On, who own in the aggregate, assuming all of the Companys outstanding Series A Preferred Stock is converted into common stock, approximately 87.2% of the outstanding
shares of common stock of the Company. If funds are raised in the future through the issuance of equity securities, the percentage ownership of our then-current stockholders will be reduced further 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.

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.

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:

- failure
    to integrate the acquired assets and/or companies with our current business;
- the
    price we pay may exceed the value we eventually realize;
- loss
    of share value to our existing stockholders as a result of issuing equity
    securities as
    part or all of the purchase price;
- potential
    loss of key employees from either our current business or the acquired
    business;
- entering
    into markets in which we have little or no prior experience;
- diversion
    of managements attention from other business concerns;
- assumption
    of unanticipated liabilities related to the acquired assets; and
- 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.

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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:

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

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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:

- effectively
    use and integrate new technologies;
- continue
    to develop our technical expertise;
- enhance
    our engineering and system design capabilities;
- develop
    applications for new networks and services;
- develop
    services that meet changing customer needs;
- influence
    and respond to emerging industry standards and other changes; and
- 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 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.

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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.

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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.

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 compete primarily on the basis of the functionality, breadth, quality and price of our services. Our current and potential competitors include:

- relay
    providers such as AT&T, Sprint Nextel, Sorenson, Hamilton and
    Communications
    Services for the Deaf; and
- wireless carriers, such as Cingular, Sprint Nextel and T-Mobile, and distributors such as RACO, WirelessRain and
Venecom

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.

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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.

28

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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:

- the demand for and market acceptance of our services;
- downward price adjustments by our competitors on services they offer that are similar to ours;
- changes in the mix of services sold by our competitors;
- technical difficulties or network downtime;
- the ability to meet any increased technological demands of our customers; and
- 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 and experience growth in our business, 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:

- fire, flood, and other natural disasters;
- 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
- 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.

29

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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. Maintaining FCC certification has a material impact on our 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.

As described elsewhere in Risk Factors, aspects of our relay 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.

In particular, the FCC recently issued an order requiring telerelay service providers to provide
appropriate call routing for emergency calls (E911) within 30 days of the orders publication in the Federal
Register, and if the Company is unable to comply with this requirement by the compliance deadline, we may be
subject to materially adverse FCC action.  In addition, the FCCs November 19, 2007 declaratory ruling may be
interpreted to prohibit some or all of the Companys marketing activities and direct customer contact.  On March
17, 2008, the Company filed a petition for review in the United States Court of Appeals for the District of
Columbia Circuit challenging this declaratory ruling.  However, if the Companys challenge is unsuccessful, our
potential inability to market our services or to contact our customers could materially adversely affect our
revenues.

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.

30

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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:

- announcements of technological or competitive developments;
- acquisitions or strategic alliances by us or our competitors;
- the gain or loss of a significant customer or order;
- changes in estimates of our financial performance or changes in recommendations by securities analysts
regarding us or our industry; or
- 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.

31

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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.

As mentioned elsewhere under Risk Factors, the recent sub-prime mortgage crisis has resulted in volatility in the capital markets, and we
cannot predict the effect such volatility, if it continues or increases, will have on our stock price.

Ownership of our common stock is concentrated in a few holders who are in a position to control substantially all significant corporate transactions we may
consider.

As a result of the acquisitions of Verizons TRS division and Hands On, control of the Company is concentrated in Clearlake Capital Group, L.P. and its
affiliates and certain former stockholders of Hands On, who own in the aggregate, assuming all of the Companys outstanding Series A Preferred Stock is converted into common stock, approximately 87.2% of the outstanding
shares of common stock of the Company. As a result of their stock ownership, these stockholders are in a position to control substantially all significant corporate transactions we may consider in the future.

Our ability to issue additional shares of preferred stock and common stock in the future may be construed as having an anti-takeover effect.

The issuance in the future of additional authorized shares of preferred stock or common stock, which our restated certificate of incorporation
permits us to do, 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 preferred stock and 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. 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 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. Holders of our Series A Preferred Stock receive cumulative dividends. To the extent that such dividends are not paid in cash to the holders of Series A Preferred Stock, further dilution may occur to our holders
of common stock upon the conversion of the accrued and unpaid dividends into shares of common stock.

32

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Item
  1B. Unresolved Staff CommentsNot
  applicable.Item
  2. Properties.

We own no real property.  We lease office space located at 433 Hackensack Avenue in Hackensack, New Jersey, consisting of approximately 10,000 square
feet that we lease through December 2009 and Rocklin, California, consisting of approximately 23,800 square feet that we lease through July 2009. We also lease small suites in Schaumburg, Illinois,  Oakland, San Diego, Long Beach and Temecula, California, Vancouver, Washington, Salem/Portland, Oregon 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 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 was scheduled for February 2006 and later deferred due to settlement discussions. The plaintiffs have not moved to reschedule the arbitration proceeding. We intend to defend this action vigorously and may elect to
pursue counterclaims.

33

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On May 2, 2005, we entered into a loan agreement with Hands On Video Relay Services, Inc., a Delaware corporation, and Hands On Sign Language Services, Inc., a California corporation
(collectively, Hands On). Pursuant to that agreement, all amounts that we advanced to Hands On were secured, initially, by the assets acquired with such funds with interest at a defined prime rate. On July 6, 2005, we entered into a
merger agreement with the Hands On Entities and their principal shareholders (collectively, Hands On). On March 7, 2006, we announced our determination not to pursue the proposed merger with Hands On. As a result of
the merger agreement termination, Hands Ons repayment obligations under the loan agreement began July 1, 2006. After we received all such payments due through September 30, 2006, Hands On ceased making
payments due. In December 2006, we commenced litigation against Hands On, seeking recovery of approximately $562,000. In April 2007, we executed a settlement agreement and mutual release related to our
litigation with Hands On in exchange for an immediate $400,000 cash payment, termination of litigation, mutual release of all loan- and merger-related claims (asserted and otherwise), and other consideration.
On January 10, 2008, the Company acquired Hands On (see Item 1. Business of the Company).

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

The Annual Meeting of Stockholders was held on December 13, 2007. The matters voted upon at the Annual Meeting and the voting results were as
follows:

|(a)
      Shares
      were voted as follows with respect to proposal 1(a), the acquisition by
      GoAmerica    
|------------------------------------------------------------------------------------------------------------------
|of
      Verizons TRS division:                                                                                  
|                                                                                                                  
|For:1,696,414                                                                                                     
|                                                                                                                  
|(b)
      Shares
      were voted as follows with respect to proposal 1(b), the adoption of the
      TRS         
|amended
      and restated certificate of incorporation:                                                          
|                                                                                                                  
|For:1,695,974                                                                                                     
|                                                                                                                  
|(c)
      Shares
      were voted as follows with respect to proposal 2(a), GoAmericas
      acquisition of      
|Hands
      On pursuant to a merger agreement:                                                                    
|                                                                                                                  
|For:1,690,339                                                                                                     
|                                                                                                                  
|(d)    
      Shares
      were voted as follows with respect to proposal 2(b), the adoption of the
      Hands On
|amended
      and restated certificate of incorporation:                                                          
|                                                                                                                  
|For:1,694,878                                                                                                     

34

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(e)      Shares
  were voted as follows with respect to proposal 2(c), the issuance of 967,118
  shares of Series A Preferred Stock to partially fund the Hands On merger:

|For:296,228 |  | Against: 0 |  | Abstentions: 0 |  | Broker Non-Votes: 0
|----------- |  | ---------- |  | -------------- |  | -------------------

(f)      
  Shares were voted as follows with respect to proposal 3, the approval of certain
  amendments to the Companys 2005 Equity Compensation
  Plan:

|For:1,463,183 |  | Against:231,300 |  | Abstentions:40,812 |  | Broker
      Non-Votes:661,269
|------------- |  | --------------- |  | ------------------ |  | ------------------------------

(g)
      With respect to proposal 4(a), the following number
  of shares were voted for, and the following number of shares withheld authority
  for, the following persons for election of two Class A directors:

|Director            |  | For       |  | AuthorityWithheld
|------------------- |  | --------- |  | -----------------
|Joseph
      Korb   |  | 2,365,410 |  | 31,154           
|Janice
      Dehesh |  | 2,362,115 |  | 34,449           

(h)
       Shares were voted as follows with respect to proposal
  4(b), the election of Behdad Eghbali as a Series A Preferred Stock director:

|For:
      296,228 |  | Authority
      Withheld: 0
|------------------ |  | ---------------------------

(i)         
  Shares were voted as follows with respect to proposal 5, the possible adjournment
  of the annual meeting if necessary to solicit additional proxies if there
  are insufficient votes at the time of the meeting to approve the proposals
  related to the acquisition of Verizons TRS division or the Hands On merger:

|For:2,346,214 |  | Against:41,846 |  | Abstentions:8,504 |  | Broker
      Non-Votes: 0
|------------- |  | -------------- |  | ----------------- |  | -------------------------

35

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Accordingly, all proposals were approved. Upon the Companys closings on January 10, 2008 of its asset purchase of the Verizon Telecommunications Relay Services (TRS) division and its merger with Hands On Video Relay Services, Inc., Sue Decker, Joseph Korb, Janice Dehesh and David Lyons submitted their resignations from GoAmericas board of directors, and Steven C. Chang, Steven Eskenazi, Bill McDonagh and Edmond Routhier were appointed to GoAmericas board of directors. King Lee resigned from, and Christopher Gibbons was appointed to, the board on March 20, 2008.  Accordingly, GoAmericas board of directors currently consists of Aaron Dobrinsky, Daniel R. Luis, Behdad Eghbali, Steven C. Chang, Steven Eskenazi, Bill McDonagh, Edmond Routhier and Christopher Gibbons.

Item 4A. Executive Officers of the Registrant

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

|NAME                  |  | AGE |  | CAPACITIES
        INWHICH SERVING         |  | IN
      CURRENTPOSITION
      SINCE
|--------------------- |  | --- |  | ------------------------------------------ |  | ------------------------------------
|Daniel
      R. Luis  |  | 41  |  | Chief
      Executive Officer and Director |  | 2003                                
|Edmond
      Routhier |  | 40  |  | President, Vice Chairman                   |  | 2008                                
|Donald
      Barnhart |  | 50  |  | Senior
      V.P., and Secretary           |  | 2004                                
|Jesse
      Odom      |  | 41  |  | Senior
      Vice President                |  | 2000                                

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.

Edmond Routhier joined Hands On as its President on September 2006. Prior to joining Hands On, Mr. Routhier was Managing Member of Caymus Investment Group, which makes private equity and debt investments. Mr. Routhier served as the chief executive officer of Sportsuniverse, Inc., an application service provider for a patented channel management software solution, from 1997 to 1999. In 1999, Sportsuniverse, Inc. was acquired by Fogdog.com, which went public in December 1999. Prior to joining Sportsuniverse, Inc. and Fogdog.com, from 1992 to 1997, Mr. Routhier was founder and chief executive officer of RockN Tacos, Inc., the parent company of RockN Tacos, JuiceGym and Rojoz Restaurants. RockN Tacos, Inc. was sold in 1997.

36

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Donald Barnhart joined GoAmerica in 1999 and became its Vice President and Controller in 2000. He was appointed Chief Financial Officer in March 2004
and served in that capacity until January 2008. Mr. Barnhart currently serves as Senior Vice President. 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 and
served in that capacity until January 2008. Mr. Odom currently serves as Senior Vice President.

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

37

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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, 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
| | March
      31, 2007     |  | $10.30 |     | $6.10
| | June
      30, 2007      |  | $6.93  |     | $5.06
| | September
      30, 2007 |  | $6.16  |     | $4.86
| | December
      31, 2007  |  | $7.24  |     | $5.23

As of March 24, 2008, 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, 2007. These plans were the Companys only equity compensation plans in existence as of December 31, 2007.

|                                |  |                                                                                                                     |  |                                                                                               |  | (c)Number
      of SecuritiesRemaining
      Available
      forFuture
      Issuance Under EquityCompensation
      Plans(Excluding
      SecuritiesReflected
      inColumn
      (a))
|------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |  | (a)Number
      Of Securities to beIssued
      Upon Exercise ofOutstanding
      Options,Warrants
      and Rights |  | (b)Weighted-Average
      ExercisePrice
      of OutstandingOptions,
      Warrants andRights | 
|                                |  |                                                                                                                     | 
|                                |  |                                                                                                                     | 
|                                |  |                                                                                                                     | 
|                                |  |                                                                                                                     | 
|Equity
      Compensation Plans |  |                                                                                                                     |  |                                                                                               |  |                                                                                                                                                                                         
|Approved
      by               |  |                                                                                                                     |  |                                                                                               |  |                                                                                                                                                                                         
|Shareholders                    |  | 165,149                                                                                                             |  | $44.01                                                                                        |  | 1,632,500                                                                                                                                                                               
|                                |  |                                                                                                                     |  |                                                                                               |  |                                                                                                                                                                                         
|Equity
      Compensation Plans |  |                                                                                                                     |  |                                                                                               |  |                                                                                                                                                                                         
|Not
      Approved by           |  |                                                                                                                    |  |                                                                                              |  |                                                                                                                                                                                        
|Shareholders                    |  |                                                                                                                     |  |                                                                                               |  |                                                                                                                                                                                         
|                                |  |                                                                                                                     |  |                                                                                               |  |                                                                                                                                                                                         
|Total                           |  | 165,149                                                                                                             |  | $44.01                                                                                        |  | 1,632,500                                                                                                                                                                               

38

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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. Holders of our Series A Preferred Stock are entitled to receive cumulative dividends. To the extent that such dividends are not paid in cash to the holders of Series A Preferred Stock the accrued and unpaid dividends can be
converted into shares of common stock.

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, 2007, 2006
and 2005, and with respect to the consolidated balance sheet data at December 31, 2007 and 2006 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, 2004 and 2003 and consolidated balance sheet data as of December 31, 2005, 2004 and 2003 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.

39

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|                                                                                          | Years Ended
      December 31,                           
|----------------------------------------------------------------------------------------- | ---------------------------------------------------------
|                                                                                          | (In thousands,
      except for share and per share data)
|                                                                                          | 2007                                                     
|Consolidated Statement of Operations
      Data:                                          |                                                          
|Revenues:                                                                                 |                                                          
|Relay
      services                                                                      | $16,325                                                  
|Subscriber                                                                                | 1,106                                                    
|Commissions                                                                               | 711                                                      
|Equipment                                                                                 | 431                                                      
|Other                                                                                     | 52                                                       
|                                                                                          |                                                          
|Total revenue                                                                             | 18,625                                                   
|                                                                                          |                                                          
|Costs and expenses:                                                                       |                                                          
|Cost
      of relay services                                                              | 10,538                                                   
|Cost
      of subscriber revenue                                                          | 1,068                                                    
|Cost
      of equipment revenue                                                           | 944                                                      
|Cost
      of network operations                                                          | 116                                                      
|Sales
      and marketing                                                                 | 2,293                                                    
|General
      and administrative                                                          | 7,405                                                    
|Research
      and development                                                            | 547                                                      
|Depreciation
      and amortization of fixed assets                                       | 356                                                      
|Amortization
      of other intangibles                                                   |                                                         
|Impairment
      of goodwill                                                              |                                                         
|Impairment
      of other long-lived assets                                               |                                                         
|                                                                                          |                                                          
|Total costs and expenses                                                                  | 23,267                                                   
|                                                                                          |                                                          
|Loss from operations                                                                      | (4,642)                                                  
|                                                                                          |                                                          
|Other income:                                                                             |                                                          
|Terminated
      merger costs                                                             |                                                         
|Gain
      on sale of subscribers                                                         |                                                         
|Settlement
      losses, net                                                              | (162                                                     
|Interest
      (expense) income, net                                                      | (106                                                     
|                                                                                          |                                                          
|Total other income (expense)                                                              | (268                                                     
|                                                                                          |                                                          
|Loss before benefit from income
      taxes                                               | (4,910                                                   
|Income tax benefit, net                                                                   | 1,210                                                    
|                                                                                          |                                                          
|Loss from continuing operations                                                           | (3,700                                                   
|Loss from discontinued operations                                                         |                                                         
|                                                                                          |                                                          
|Net loss                                                                                  | (3,700                                                   
|Preferred dividends                                                                       | (50                                                      
|                                                                                          |                                                          
|Net loss applicable to common
      stockholders                                          | $ 
      (3,750                                          
|                                                                                          |                                                          
|Loss per share-basic and diluted:                                                         |                                                          
|Loss
      from continuing operations                                                     | $    (1.68                                               
|                                                                                          |                                                          
|Loss
      from discontinued operations                                                   | $        
                                              
|                                                                                          |                                                          
|Basic and diluted net loss per
      share                                                | $   
      (1.68                                         
|                                                                                          |                                                          
|Weighted average shares used in
      computation of basic and diluted net loss per share | 2,239,080                                                
|                                                                                          |                                                          

40

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|                                 | As
      of December 31,
|-------------------------------- | ------------------------
|                                 | (In
      thousands)    
|                                 | 2007                    
|Balance Sheet Data:              |                         
|Cash and cash equivalents        | $2,368                  
|Working capital (deficit)        | (3,918                  
|Total assets                     | 18,298                  
|Total stockholders
      equity | 9,552                   
|                                 |                         

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® is a communications service provider, offering solutions primarily for consumers who are deaf, hard of hearing and/or speech impaired, including Internet relay services, wireless subscription and value added services, and wireless devices and accessories. On January 10, 2008, the Company acquired (1) certain assets of the Telecommunications Relay Services (TRS) division of MCI Communications Services, Inc. (Verizon), a leading provider of relay services transactions, and (2) Hands On Video Relay Services, Inc., a California-based provider of video relay and interpreting services. Our i711.com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 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. We sell wireless devices and services 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.
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.

41

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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 accomplish this through the successful integration of our acquired businesses.

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 87.7%, 68.1% and 25.6% of our total revenue during 2007, 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 5.9%, 9.3% and 47.6% of our total revenue during 2007, 2006 and 2005, respectively. 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. We anticipate subscription revenues to decline further as we do not intend to concentrate marketing efforts on these services.

Revenue from commissions is recognized upon activation of subscribers on behalf of third party wireless network providers. Commission
revenue accounted for approximately 3.8%, 19.2% and 15.3% of our total revenue during 2007, 2006 and 2005, respectively. Declines in revenue from commissions is a result of our increased focus on relay service
offerings.

We also typically sell third-party mobile devices in conjunction with a service agreement to a new subscriber. Equipment revenue accounted for
approximately 2.3%, 3.4% and 9.0% of our total revenue during 2007, 2006 and 2005, 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 2007 and do not anticipate generating revenues from professional services during 2008.

42

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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 during 2008 as compared to 2007 as we expand our user base for both our video and telecommunication relay
services through our January 10, 2008 acquisitions. 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 increase. 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 expense consists primarily of interest incurred on debt and is partially offset by interest earned on cash and cash equivalents. We expect net
interest expense to increase during 2008 as a result of  the debt raised by the Company to partially fund our January 10, 2008 acquisitions.

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.

43

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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. Recently, we have derived our revenue primarily from relay services. Revenue from relay services is recognized as revenue when services are provided or earned.
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 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.

44

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Results of Operations

The following table sets forth, for the years ended December 31, 2007, 2006, and 2005, the percentage relationship to net revenues of certain items included in the Companys consolidated statements of operations.

|(In thousands)                                | 2007    | 2006 | 2005 
|--------------------------------------------- | ------- | ---- | -----
|                                              |        
|                                              | $       | %    | $    
|Revenues:                                     |         |      |      
|Relay
        services                        | $16,325 |      | 87.7 
|Subscriber                                    | 1,106   |      | 5.9  
|Commissions                                   | 711     |      | 3.8  
|Equipment                                     | 431     |      | 2.3  
|Other                                         | 52      |      | 0.3  
|                                              |         |      |      
|                                              | 18,625  |      | 100.0
|                                              |         |      |      
|Costs and expenses:                           |         |      |      
|Cost
        of relay services                | 10,538  |      | 56.6 
|Cost
        of subscriber revenue            | 1,068   |      | 5.7  
|Cost
        of equipment revenue             | 944     |      | 5.1  
|Cost
        of network operations            | 116     |      | 0.6  
|Sales
        and marketing                   | 2,293   |      | 12.3 
|General
        and administrative            | 7,405   |      | 39.8 
|Research
        and development              | 547     |      | 2.9  
|Depreciation
        and amortization         | 356     |      | 1.9  
|Amortization
        of other intangibles     |        |      |     
|                                              |         |      |      
|                                              | 23,267  |      | 124.9
|                                              |         |      |      
|Loss from operations                          | (4,642  | )    | (24.9
|                                              |         |      |      
|                                              |         |      |      
|Other income (expense):                       |         |      |      
|Terminated merger costs                       |        |      |     
|Settlement losses                             | (162    | )    | (0.9 
|Interest income (expense), net                | (106    | )    | (0.6 
|                                              |         |      |      
|Total other income (expense)                  | (268    | )    | (1.5 
|                                              |         |      |      
|Loss before benefit from income
        taxes | (4,910  | )    | (26.4
|Income tax benefit, net                       | 1,210   |      | 6.5  
|                                              |         |      |      
|Loss from continuing operations               | (3,700  | )    | (19.9
|Loss from discontinued operation              |        |      |     
|                                              |         |      |      
|Net loss                                      | (3,700  | )    | (19.9
|Preferred dividends                           | (50     | )    | (0.3 
|                                              |         |      |      
|Net loss applicable to common stockholders    | $(3,750 | )    | (20.2
|                                              |         |      |      

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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.

|                                                 | Years Ended December
      31, | Years Ended December
      31,
|------------------------------------------------ | ------------------------------ | ------------------------------
|(In thousands)                                   | Change                         | Change                        
|                                                 | 2007                           | 2006                          
|Revenues:                                        |                                |                               
|Relay
      services                             | $ 16,325                       |                               
|Subscriber                                       | 1,106                          |                               
|Commissions                                      | 711                            |                               
|Equipment                                        | 431                            |                               
|Other                                            | 52                             |                               
|                                                 |                                |                               
|                                                 | 18,625                         |                               
|Costs and expenses:                              |                                |                               
|Cost
      of relay services                     | 10,538                         |                               
|Cost
      of subscriber revenue                 | 1,068                          |                               
|Cost
      of equipment revenue                  | 944                            |                               
|Cost
      of network operations                 | 116                            |                               
|Sales
      and marketing                        | 2,293                          |                               
|General
      and administrative                 | 7,405                          |                               
|Research
      and development                   | 547                            |                               
|Depreciation
      and amortization              | 356                            |                               
|Amortization
      of other intangibles          |                               |                               
|                                                 |                                |                               
|                                                 | 23,267                         |                               
|                                                 |                                |                               
|Loss from operations                             | (4,642                         | )                             
|                                                
|Other income (expense):                          |                                |                               
|Terminated merger costs                          |                               |                               
|Settlement losses                                | (162                           | )                             
|Interest income (expense),
      net             | (106                           | )                             
|                                                 |                                |                               
|Total other income (expense)                     | (268                           | )                             
|                                                 |                                |                               
|Loss before benefit from
      income taxes      | (4,910                         | )                             
|Income tax benefit,
      net                    | 1,210                          |                               
|                                                 |                                |                               
|Loss from continuing
      operations            | (3,700                         | )                             
|Loss from discontinued
      operation           |                               |                               
|                                                 |                                |                               
|Net loss                                         | (3,700                         | )                             
|Preferred dividends                              | (50                            | )                             
|                                                 |                                |                               
|Net loss applicable to
      common stockholders | $ (3,750                       | )                             
|                                                 |                                |                               

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Relay services revenue.Relay service revenue increased to $16.3 million
for the year ended December 31, 2007 from $8.7 million for the year ended December 31, 2006. This increase was primarily due to our obtaining FCC certification in June 2006, allowing us to bill directly for service usage as opposed to submitting through a third party provider as in prior periods, as well as increased usage of our i711.com telecommunications relay service which was launched in March 2005. In addition, during December 2006, we began offering our i711® 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 through our January 10, 2008 acquisition of certain assets of the Telecommunications Relay Services
(TRS) division of MCI Communications Services, Inc. (Verizon), a leading provider of relay services transactions, and Hands On Video Relay Services, Inc., a California-based provider of video relay and interpreting services.

Subscriber revenue.Subscriber revenue decreased slightly to $1.1 million
for the year ended December 31, 2007 from $1.2 million for the year ended December 31, 2006. This decrease was primarily due to declines in our full service offering subscriber base. We anticipate subscription revenues to decline further as we do not intend to concentrate marketing efforts on these services.

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Commission revenue.Commission revenue decreased to
$711,000 for the year ended December 31, 2007 from $2.5 million for the year ended December 31, 2006. This decrease primarily was due to decreased acquisition of subscribers on behalf of wireless network providers
through our indirect distribution channel. We expect commission revenue to decrease as we do not intend to devote significant resources to these services.

Equipment revenue.Equipment revenue for the year ended December
31, 2007 was $431,000 which approximated equipment revenue for the year ended December 31, 2006. We expect equipment revenue to decrease as a percentage of revenue as we concentrate our efforts on the relay services portion
of our revenue streams.

Other revenue.Other revenue increased to $52,000 for the year ended
December 31, 2007 from $8,000 for the year ended December 31, 2006.

Cost of relay services revenue.Cost of relay services revenue increased to
$10.5 million for the year ended December 31, 2007 from $5.3 million for the year ended December 31, 2006. This increase was due to increased third party service fees related to our i711.com
telecommunications relay service and our i711® Video Relay Service (VRS). We began offering VRS during December 2006. Cost of Video Relay Service revenue was $1.2 million for the year ended December 31, 2007. We
expect cost of relay services revenue to increase as we expand our user base for both our video and telecommunication relay services through our January 10, 2008 acquisitions described above.

Cost of subscriber revenue.Cost of subscriber revenue increased to
$1,068,000 for the year ended December 31, 2007 from $845,000 for the year ended December 31, 2006. This increase was primarily due to increased costs in our text based wireless services. We expect cost of subscriber
revenue to decline as we do not intend to concentrate marketing efforts on these services.

Cost of equipment revenue.Cost of equipment revenue increased to
$944,000 for the year ended December 31, 2007 from $536,000 for the year ended December 31, 2006. We expect cost of equipment revenue to decrease as we concentrate our efforts on the relay services portion of our
business.

Cost of network operations.Cost of network operations remained relatively
constant at $116,000 for the year ended December 31, 2007 from $110,000 for the year ended December 31, 2006. We expect our cost of network operations to decline as a percentage of sales during 2008.

Sales and marketing.Sales and marketing expenses were $2.3
million for the year ended December 31, 2007 which approximated sales and marketing expenses of $2.5 million for the year ended December 31, 2006. We expect sales and marketing expenses to increase during 2008
as we continue to introduce new products and services to the consumer marketplace through our January 10, 2008 acquisitions described above.

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General and administrative.General and administrative expenses
increased to $7.4 million for the year ended December 31, 2007 from $4.6 million for the year ended December 31, 2006. This increase primarily was due to increased payments to certain contractors, outside
consultants and professional service providers. We expect general and administrative expenses to increase as a result of our January 10, 2008 acquisitions described above.

Research and development. Research and development expense increased
to $547,000 for the year ended December 31, 2007 compared to $359,000 for the year ended December 31, 2006. This increase was due to increased personnel performing research and development functions. We expect
research and development expenses to increase as a result of our January 10, 2008 acquisitions described above.

Interest (expense) income, net.The Company incurred net interest
expense of $106,000 for the year ended December 31, 2007 compared to net interest income, net of $169,000 for the year ended December 31, 2006. This increase was due to interest expense incurred in connection with a
credit agreement more fully described in note 5 to the consolidated financial statements. We expect net interest expense to increase as a result of the debt raised by the Company to partially fund our January 10, 2008 acquisitions
described above. (See note 14 to the consolidated financial statements)

Income tax benefit. Income tax benefit, which consists of the sale of
certain state Net Operating Loss Carryforwards, was $1,210,000 and $789,000 for the years ended December 31, 2007 and 2006, respectively.

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 telecommunications relay service which was launched in March 2005. In addition, during December
2006, we began offering our i711® Video Relay Service (VRS).

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.

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.

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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.

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 relay services revenue.Cost of relay services revenue was $5.3
million for the year ended December 31, 2006. This consisted of third party service fees related to our i711.com telecommunications relay service. This   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, on a net basis, as in prior periods. In addition, during December 2006, we began offering our i711® Video Relay
Service (VRS). There was no such corresponding cost in 2005.

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.

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.

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.

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.

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.

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.

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.

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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.

Liquidity and Capital Resources

We have incurred significant operating losses since our inception and as of December 31, 2007 had an accumulated deficit of $279.0 million.
During 2007, we incurred a net loss of $3.8 million, but provided $148,000 of cash to fund operating activities. As of December 31, 2007 we had $2.4 million in cash and cash equivalents.

On January 10, 2008, we acquired (1) certain assets of the Telecommunications Relay Services (TRS) division of MCI
Communications Services, Inc. (Verizon), a leading provider of relay services transactions, and (2) Hands On Video Relay Services, Inc., a California-based provider of video relay and interpreting services. We have also secured a $15
million unfunded credit revolver which creates additional liquidity for the Company as needed. We currently anticipate that our available cash resources will be sufficient to fund our operating needs for at least the next 12
months.

In conjunction with these  transactions, the Company issued an aggregate of 7,736,944 shares of preferred stock, including 290,135 shares issued in August
2007 as described in note 10 to the consolidated financial statements, to an investor group led by Clearlake Capital and approximately  6,700,000 shares of common stock to the stockholders of Hands On.

The Company has also completed debt financing of $40 million in first lien debt and $30 million in second lien debt. To create
additional flexibility to pursue strategic opportunities, the Company has also secured a $15 million unfunded credit revolver which creates additional liquidity for the Company as needed.

We anticipate generating revenues from the five lines of business more fully described in Item 1. We anticipate that these revenues will be
partially offset by increases in sales and marketing expenditures from levels incurred during 2007 as we introduce new products and services to the consumer marketplace and as a result of the acquisitions referred to
above.

Net
  cash provided by operating activities for the year ended December 31, 2007
  was $148,000. The principle sources of this cash were non cash compensation
  expense and increases in operating liabilities which were largely offset by
  our loss from operations. Net cash used in operating activities for the
  years ended December 31, 2006 and 2005 was $518,000 and $1.7

50

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million, 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 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 were secured, initially, by the assets acquired with such funds with interest at a
defined prime rate. Hands On had indicated that it did not intend to make any more payments to the Company under the existing terms of the loan agreement and that Hands On was attempting to restructure its
debts and raise new capital. In December 2006, the Company commenced litigation against Hands On, seeking recovery of its loan receivable.

In April 2007, the Company executed a settlement agreement and mutual release related to its litigation with Hands On in exchange for an
immediate $400,000 cash payment, termination of litigation, mutual release of all loan- and merger-related claims (asserted and otherwise), and other consideration and recorded a settlement loss of
$162,000.

Net cash used in investing activities was $2.5 million, $355,000 and $553,000 for the years ended December 31, 2007, 2006 and 2005,
respectively. For the year ended December 31, 2007, we used cash in investment activities principally to fund deferred acquisition costs associated with the acquisitions referred to above, as well as purchases of property, equipment
and leasehold improvements. 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 which was terminated during March 2006. During 2008, we expect to use cash in investing
activities principally through capital expenditures.

Net cash provided by/(used in) financing activities was $889,000, ($61,000) and ($62,000) for the years ended December 31, 2007, 2006 and 2005,
respectively. For 2007 this primarily resulted from the issuance of preferred stock (see note 10 to the consolidated financial statements) and from the issuance of debt (see note 5 to the consolidated financial statements)
which were partially offset by proceeds withheld to fund deferred financing and deferred acquisition costs. For 2006 and 2005, this resulted primarily from payments made on lease obligations and was partially offset by the
issuance of Common Stock.

As of December 31, 2007, our principal commitments consisted of obligations outstanding under operating leases. As of December 31,
2007, future minimum payments for non-cancelable operating leases having terms in excess of one year amounted to $1,055,000, of which $420,000 is payable in 2008.

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The following table summarizes our contractual obligations at December 31, 2007, and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

|December 31, (In thousands)              |  | Total   | Less
      than 
      1 Year | 1-3
      
      Years | 4-5
      Years | After
      5 
      Years
|---------------------------------------- |  | ------- | ----------------------------- | ---------------------- | --------------- | --------------------------
|                                        
|Contractual Obligations:                 |  |         |                               |                        |                 |                           
|Capital
      Lease Obligations          |  | $   195 |                               | $   108                |                 | $  87                     
|Operating
      Lease Obligations        |  | 1,055   |                               | 420                    |                 | 532                       
|Loan
      payable                       |  | 3,532   |                               | 3,532                  |                 |                          
|                                         |  |         |                               |                        |                 |                           
|Total
      Contractual Cash Obligations |  | $4,782  |                               | $4,060                 |                 | $619                      
|                                         |  |         |                               |                        |                 |                           

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.

Changes to Certain Employment Arrangements.

Donald G. Barnharts prior employment agreement was superseded on January 10, 2008 by an Agreement Regarding Basic Terms of Employment (the Superseding Employment Agreement), pursuant to which Mr. Barnhart will serve the Company as Senior Vice President, Accounting, at a base annual salary of $185,000.
The Superseding Employment Agreement provides that Mr. Barnhart will serve on an at will basis, without a specific term of employment. He will be eligible to receive a bonus, and will receive an option grant of 70,000 shares.
The options will vest at the rate of one-forty-eighth of such shares per month, provided Mr. Barnhart remains employed with the Company on each vesting date. If Mr. Barnharts employment is terminated without Cause or for Good Reason (in each case as defined in the Superseding Employment Agreement), Mr. Barnhart will be entitled to receive 12 months
severance.

Jesse Odoms prior employment
agreement was superseded on January 10, 2008 by an Agreement
Regarding Basic Terms of Employment (the Second Superseding Employment Agreement), pursuant to which Mr. Odom will serve the Company as
Senior Vice President, Technology, at a base annual salary of $200,000.
The Second Superseding Employment Agreement provides that Mr. Odom will serve on an at will basis, without a specific term of employment.
He will be eligible to receive a bonus, and will receive an option grant of 100,000 shares. The options will vest at the rate of one-forty-eighth
of such shares per month, provided Mr. Odom remains employed with the Company on each vesting date.
If Mr. Odoms employment is terminated without Cause or for Good Reason (in each case as defined in the Superseding Employment Agreement),
Mr. Odom will be entitled to receive 12 months severance.

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On March 20, 2008, the Company  entered into new  employment agreements with Daniel R. Luis, its Chief Executive Officer, and with Edmond Routhier, its
President and Vice Chairman of the Board (collectively, the Executives). Each employment agreement  is substantially the same and they  are more fully described in note 14 to the consolidated financial statements.

Effective November 1, 2007, Wayne D. Smith resigned from all of his positions with the Company. Mr. Smith will receive one years
severance, continuing medical benefits, and all restrictions remaining on restricted stock grants of the Companys Common Stock previously made to him have lapsed. Mr. Smith will be entitled to receive a
bonus, relating to 2007, in an amount equal to any bonus that may be paid to any other executive officer of the Company.

As of December 31, 2007, we had net operating loss carryforwards of approximately $185.2 million for federal income tax purposes that
will expire through 2024. The state tax benefit during 2007 of $1.2 million 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, 2004, and again in 2008, the utilization of net
operating loss carryforwards that arose prior to such ownership changes are subject to an annual limitation. 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 including those that may result from our January 2008 acquisitions.

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 did not 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 was effective for financial
statements issued for fiscal years beginning after November 15, 2007, with earlier application encouraged, but the issuance of FASB Staff Position SFAS No. 157-2 has delayed the effective date to fiscal years beginning after November
15, 2008 as it relates to non-financial assets and non-financial liabilities. 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 adoption of SFAS No. 157 is not expected to have a material effect on the Companys financial condition or results of operations.

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

In December 2007, the FASB issued SFAS 141 (revised 2007),Business
Combinations(SFAS 141(R)), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R applies to fiscal
years beginning on or after December 18, 2008. Earlier adoption is prohibited. The Company is currently evaluating the impact of adopting SFAS 141(R) on its results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in
Consolidated Financial Statements  an amendment of ARB No. 51. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and
to the noncontrolling interest. SFAS 160 applies to fiscal years beginning on or after December 18, 2008. Earlier adoption is prohibited. The Company is currently evaluating the impact of adopting SFAS 160 on its results of operations
and financial condition.

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, 2007, 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 $24,000 based on cash and cash equivalent balances at December 31, 2007. We currently hold no derivative instruments and do not earn foreign-source income.

54

---

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

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us (including our consolidated subsidiaries) in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules a
nd forms and is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We based our evaluation on criteria set forth in Internal Control  Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission (COSO).

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting in the fiscal year ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

55

---

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers
and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States and includes those policies and procedures that:

- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Item 9B. Other InformationNone

56

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

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 athttp://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.

57

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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.

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 60.                                                                                                                                                                                                                       

58

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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 28th day of March, 2008.

| | GOAMERICA,
      INC.
| | ---------------------
| | By:                  
| |                      
| |                      

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
      28, 2008 | 
|                              |  |                                     
|Aaron
      Dobrinsky         |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Daniel R. Luis      |  | Chief
      Executive Officer        |  | March
      28, 2008 | 
|                              |  | (Principal
      Executive Officer) 
|Daniel
      R. Luis          |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Edmond Routhier     |  | President and Vice Chairman          |  | March
      28, 2008 | 
|                              |  |                                     
|Edmond
      Routhier         |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Donald G. Barnhart  |  | Senior
      Vice President          |  | March
      28, 2008 | 
|                              |  | (Principal
      Accounting Officer)
|Donald
      G. Barnhart      |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Behdad Eghbali      |  | Director                             |  | March
      28, 2008 | 
|                              |  |                                     
|Behdad
      Eghbali          |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Steven Chang        |  | Director                             |  | March
      28, 2008 | 
|                              |  |                                     
|Steven
      Chang            |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Bill McDonagh       |  | Director                             |  | March
      28, 2008 | 
|                              |  |                                     
|Bill
      McDonagh           |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Steve Eskenazi      |  | Director                             |  | March
      28, 2008 | 
|                              |  |                                     
|Steve
      Eskenazi          |  |                                      |  |                      | 
|                              |  |                                      |  |                      | 
|/s/
      Christopher Gibbons |  | Director                             |  | March
      28, 2008 | 
|                              |  |                                     
|Christopher
      Gibbons     |  |                                      |  |                      | 

59

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EXHIBIT
  INDEXITEM 15(b)

|Exhibit
      No. | Description
        of Exhibit                                                                                                                                                                                                                                                                                                                                                
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                               
|2.1               | Asset
      Purchase Agreement, dated as of August 1, 2007, by and between MCI
      Communications Services, Inc. and GoAmerica Relay Services
      Corp. (formerly Acquisition 1 Corp.) (Incorporated by reference to
      Annex A to GoAmericas Definitive Proxy Materials filed with the SEC
      on November 9, 2007)                                                
|                 
|2.2               | Amended
      and Restated Stock Purchase Agreement, dated as of September 12,
      2007, by and between GoAmerica and the Investors parties thereto (Incorporated
      by reference to Annex B to GoAmericas Definitive Proxy Materials filed
      with the SEC on November 9, 2007)                                                                                     
|                 
|2.3               | Agreement
      and Plan of Merger, dated as of September 12, 2007, by and among
      GoAmerica, HOVRS Acquisition Corporation, Hands On Video Relay Services,
      Inc. and Bill M. McDonagh, as Stockholder Representative, as amended
      (Incorporated by reference to Annex D to GoAmericas Definitive Proxy
      Materials filed with the SEC on November 9, 2007)
|                 
|3.1               | Amended
      and Restated Certificate of Incorporation of GoAmerica, Inc., as filed
      with the Secretary of State of the State of Delaware on January 10, 2008
      (Incorporated by reference to Exhibit 3.1 to GoAmericas Current Report
      on Form 8-K filed with the Securities and Exchange Commission
      on January 16, 2008)                              
|                 
|3.2               | Amended
      and Restated By-laws of GoAmerica, Inc. (as amended and restated
      through February 11, 2008) (Incorporated by reference to Exhibit 3.2 to
      GoAmericas Current Report on Form 8-K filed with the Securities
      and Exchange Commission on February 15, 2008)                                                                                       
|                 
|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)                                                                                                                    
|                 
|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)                                                                                    
|                 
|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)                                                                            
|                 
|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) (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) (File
      No. 333-94801)                                                                                                                                        
|                 

60

---

|Exhibit
      No. | Description
        of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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)                                                                                                                                                                                                    
|                 
|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)
|                 
|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)                                                                                                                                                                                                              
|                 
|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)                                                                                                                                                                                                      
|                 
|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)                                                                                                                                                                                                                                     
|                 
|10.8              | GoAmerica
      Communications Corp. 1999 Stock Option Plan (Incorporated by reference
      to GoAmericas Registration Statement on Form S-1) (File
      No. 333- 94801)                                                                                                                                                                                                                                                                                                                                
|                 
|10.9              | GoAmerica,
      Inc. 1999 Stock Plan (Incorporated by reference to GoAmericas Registration
      Statement on Form S-1) (File No. 333-94801)                                                                                                                                                                                                                                                                                                                                                             
|                 
|10.10             | GoAmerica,
      Inc. Employee Stock Purchase Plan (Incorporated by reference to GoAmericas
      Registration Statement on Form S-1) (File No. 333-94801)                                                                                                                                                                                                                                                                                                                                                
|                 
|10.11             | GoAmerica,
      Inc. Amended and Restated 2005 Equity Compensation Plan (Incorporated
      by reference to Annex I to GoAmericas Definitive Proxy Materials filed
      with the SEC on November 9, 2007)                                                                                                                                                                                                                                                                                               
|                 
|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)                                                                                                                                                                                                                 
|                 

61

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|Exhibit
      No. | Description
        of Exhibit                                                                                                                                                                                                                                                                                                                                                     
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.14             | Registration
      Rights 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)                                                                        
|                 
|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)                                                                                           
|                 
|10.16             | First
      Lien Credit Agreement, dated as of January 10, 2008, by and among
      GoAmerica as borrower, the lenders party thereto, Churchill Financial
      LLC, as administrative agent and Ableco Financial LLC, as collateral
      agent (Incorporated by reference to Exhibit 10.1 to GoAmericas Current
      Report on Form 8-K filed with the SEC on January 16, 2008)
|                 
|10.17             | Second
      Lien Credit Agreement, dated as of January 10, 2008, by and among
      GoAmerica, as borrower, the lenders party thereto and Clearlake Capital
      Group, L.P., as administrative agent (Incorporated by reference to
      Exhibit 10.2 to GoAmericas Current Report on Form 8-K filed with
      the SEC on January 16, 2008)                                   
|                 
|10.18             | First
      Lien Guaranty and Security Agreement, dated as of January 10, 2008,
      among GoAmerica, as borrower, and each grantor from time
      to time party thereto and Ableco Financial LLC, as collateral agent
      (Incorporated by reference to Exhibit 10.3 to GoAmericas Current Report
      on Form 8-K filed with the SEC on January 16, 2008)                  
|                 
|10.19             | Second
      Lien Guaranty and Security Agreement, dated as of January 10, 2008,
      among GoAmerica, as borrower, and each grantor from time
      to time party thereto and Clearlake Capital Group, L.P., as administrative
      agent (Incorporated by reference to Exhibit 10.4 to GoAmericas Current
      Report on Form 8-K filed with the SEC on January 16, 2008)    
|                 
|10.20             | Intercreditor
      Agreement, dated as of January 10, 2008, by and among Churchill
      Financial, LLC, Ableco Financial LLC and Clearlake Capital Group, L.P. (Incorporated
      by reference to Exhibit 10.5 to GoAmericas Current Report on Form
      8-K filed with the SEC on January 16, 2008)                                                                          
|                 
|10.21             | Amended
      and Restated Investor Rights Agreement, dated as of January 10, 2008,
      by and among GoAmerica, certain Clearlake entities and certain
      former shareholders of Hands On Video Relay Services, Inc. (Incorporated
      by reference to Exhibit 10.6 to GoAmericas Current Report on Form
      8-K filed with the SEC on January 16, 2008)                 
|                 
|10.22             | Lock-Up
      and Registration Rights Agreement, dated January 10, 2008, among
      GoAmerica and certain former stockholders of Hands On Video Relay
      Services, Inc. (Incorporated by reference to Exhibit 10.7 to GoAmericas
      Current Report on Form 8-K filed with the SEC on January 16, 2008)                                                                     
|                 
|10.23             | Agreement
      Regarding Basic Terms of Employment between GoAmerica
      and Donald G. Barnhart                                                                                                                                                                                                                                                                                 
|                 

62

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|Exhibit
      No. | Description
        of Exhibit                                                                                                                                                                                                                        
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                       
|10.24             | Agreement
      Regarding Basic Terms of Employment between GoAmerica
      and Jesse Odom                                                                                                                                                            
|                 
|10.25             | Executive Employment Agreement, dated March 19, 2008, between GoAmerica and Daniel R. Luis (Incorporated by reference to Exhibit 10.1 to GoAmericas Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2008)  
|                  |                                                                                                                                                                                                                                                       
|10.26             | Executive Employment Agreement, dated March 19, 2008, between GoAmerica and  Edmond Routhier (Incorporated by reference to Exhibit 10.2 to GoAmericas Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2008)
|                  |                                                                                                                                                                                                                                                       
|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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

63

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|GOAMERICA,
      INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTSAND
      FINANCIAL STATEMENT SCHEDULE
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|Report
      of Independent Registered Public Accounting Firm                                         
|Consolidated
      Balance Sheets as of December 31, 2007 and 2006                                    
|Consolidated
      Statements of Operations for the years ended December 31, 2007,                    
|2006
      and 2005                                                                                   
|Consolidated
      Statements of Stockholders Equity for the years ended December
      31,          
|2007,
      2006 and 2005                                                                             
|Consolidated
      Statements of Cash Flows for the years ended December 31, 2007,                    
|2006
      and 2005                                                                                   
|Notes
      to Consolidated Financial Statements                                                      
|Financial
      Statement Schedule:                                                                   
|Valuation
      and Qualifying Accounts and Reserves for the years ended                              
|December
      31, 2007, 2006 and 2005                                                                

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

---

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, 2007 and 2006, 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, 2007. Our audits also included
  the consolidated financial statement schedule for the years ended December
  31, 2007, 2006 and 2005 as listed in the index. These consolidated financial
  statements and schedule are the responsibility of the Companys
  management. Our responsibility is to express an opinion on these consolidated
  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 consolidated financial statements are free of material misstatement.
  An audit includes examining, on a test basis, evidence supporting the amounts
  and disclosures in the consolidated 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 consolidated financial statements referred to above present
  fairly, in all material respects, the consolidated financial position of
  GoAmerica, Inc. as of December 31, 2007 and 2006, and the consolidated
  results of their operations and their cash flows for each of the years in the
  three year period ended December 31, 2007 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.

/s/
  WithumSmith + Brown, P.C.

New
  Brunswick, New JerseyMarch 28, 2008

F-2

---

|GOAMERICA,
      INC.CONSOLIDATED
      BALANCE SHEETS(In
      thousands, except share and per share data)
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|Assets                                                                                                     
|Current
      assets:                                                                                      
|Cash
      and cash equivalents                                                                            
|Accounts
      receivable, less allowance for doubtful accounts of $292                                    
|in
      2007 and $157 in 2006                                                                             
|Other
      receivable                                                                                     
|Merchandise
      inventories, net                                                                         
|Prepaid
      expenses and other current assets                                                            
|                                                                                                           
|Total
      current assets                                                                                 
|                                                                                                           
|Restricted
      cash                                                                                      
|Property,
      equipment and leasehold improvements, net                                                  
|Goodwill,
      net                                                                                        
|Deferred
      acquisition costs                                                                           
|Deferred
      financing costs                                                                             
|Other
      assets                                                                                         
|                                                                                                           
|Total
      assets                                                                                         
|                                                                                                           
|Liabilities
      and Stockholders Equity                                                                 
|Current
      liabilities:                                                                                 
|Accounts
      payable                                                                                     
|Accrued
      expenses                                                                                     
|Accrued
      preferred dividends                                                                          
|Deferred
      revenue                                                                                     
|Loans
      payable                                                                                        
|Other
      current liabilities                                                                            
|                                                                                                           
|Total
      current liabilities                                                                            
|                                                                                                           
|Other
      long term liabilities                                                                          
|Commitments
      and contingencies                                                                        
|Stockholders
      equity:                                                                                
|Preferred
      stock, $.01 par value, authorized: 4,351,943 shares in                                     
|2007
      and 2006;                                                                                       
|Series
      A issued and outstanding: 290,135 in 2007 and none in 2006;                                   
|$1,500,000
      liquidation preference                                                                    
|Common
      stock, $.01 par value; authorized: 200,000,000 in 2007                                        
|and
      2006; issued: 2,486,668 in 2007 and 2006                                                         
|Additional
      paid-in capital                                                                           
|Deferred
      employee compensation                                                                       
|Accumulated
      deficit                                                                                  
|Treasury
      stock, at cost, 24,063 shares in 2007 and 2006                                              
|                                                                                                           
|Total
      stockholders equity                                                                           
|                                                                                                           
|Total
      liabilities and stockholders equity                                                           
|                                                                                                           
|See
      accompanying notes.                                                                              

F-3

---

GOAMERICA,
  INC.

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

|                                                               | Years
      ended December 31,
|-------------------------------------------------------------- | ------------------------------
|                                                               |                               
|                                                               | 2007                          
|                                                               |                               
|Revenues:                                                      |                               
|Relay
      services                                           | $16,325                       
|Subscriber                                                     | 1,106                         
|Commissions                                                    | 711                           
|Equipment                                                      | 431                           
|Other                                                          | 52                            
|                                                               |                               
|                                                               | 18,625                        
|                                                               |                               
|Costs
      and expenses:                                      |                               
|Cost
      of relay services                                   | 10,538                        
|Cost
      of subscriber revenue                               | 1,068                         
|Cost
      of equipment revenue                                | 944                           
|Cost
      of network operations                               | 116                           
|Sales
      and marketing                                      | 2,293                         
|General
      and administrative                               | 7,405                         
|Research
      and development                                 | 547                           
|Depreciation
      and amortization of fixed assets            | 356                           
|Amortization
      of other intangibles                        |                              
|                                                               |                               
|                                                               | 23,267                        
|                                                               |                               
|Loss
      from operations                                     | (4,642                        
|                                                               |                               
|                                                              
|Other
      income (expense):                                  |                               
|Terminated
      merger costs                                  |                              
|Settlement
      losses                                        | (162                          
|Interest
      (expense) income, net                           | (106                          
|                                                               |                               
|                                                               | (268                          
|                                                               |                               
|Loss
      before benefit from income taxes                    | (4,910                        
|Income
      tax benefit, net                                  | 1,210                         
|                                                               |                               
|Loss
      from continuing operations                          | (3,700                        
|Loss
      from discontinued operations                        |                              
|                                                               |                               
|Net
      loss                                                 | (3,700                        
|Preferred
      dividends                                      | (50                           
|                                                               |                               
|Net
      loss applicable to common stockholders               | $ (3,750                      
|                                                               |                               
|Loss
      per share-Basic and Diluted:                        |                               
|Loss
      from continuing operations                          | $   (1.68                     
|                                                               |                               
|Loss
      from discontinued operations                        | $                            
|                                                               |                               
|Basic
      and Diluted net loss per share                     | $   (1.68                     
|                                                               |                               
|                                                               |                               
|Weighted
      average shares used in computation of basic and |                               
|diluted net loss per share                                     | 2,239,080                     

See
  accompanying notes.

F-4

---

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

|                                                                                        | Preferred Stock | Common Stock |  |    |  | Treasury Stock | 
|--------------------------------------------------------------------------------------- | --------------- | ------------ |  | -- |  | -------------- | 
|
|Balance at January 1, 2005                                                              |                 |             |  | $ |  | 2,117,339      | 
|Issuance of common stock 
             pursuant to exercise of 
             warrants   |                 |             |  |   |  | 175            | 
|Issuance of restricted stock
             pursuant to employment
             contracts |                 |             |  |   |  | 245,000        | 
|Amortization of deferred
             employee compensation                             |                 |             |  |   |  |               | 
|Net loss                                                                                |                 |             |  |   |  |               | 
|                                                                                        |                 |              |  |    |  |                | 
|Balance at December 31, 2005                                                            |                 |             |  |   |  | 2,362,514      | 
|Elimination of deferred employee                                                        |                
|compensation against ADPIC                                                              |                
|upon adoption of  FAS 123                                                              |                 |             |  |   |  |               | 
|Issuance of restricted stock to                                                         |                
|directors                                                                               |                 |             |  |   |  | 92,500         | 
|Issuance of restricted stock to                                                         |                
|consultants                                                                             |                 |             |  |   |  | 30,000         | 
|Issuance of common stock                                                                |                
|pursuant to exercise of                                                                 |                
|options                                                                                 |                 |             |  |   |  | 1,654          | 
|Stock based consulting expense                                                          |                 |             |  |   |  |               | 
|Stock based                                                                             |                
|compensation-employees                                                                  |                
|and directors                                                                           |                 |             |  |   |  |               | 
|Net loss                                                                                |                 |             |  |   |  |               | 
|                                                                                        |                 |              |  |    |  |                | 
|Balance at December 31, 2006                                                            |                 |             |  |   |  | 2,486,668      | 
|Issuance of preferred stock, net                                                        |                
|of associated costs                                                                     |                 | 290,135      |  | 3  |  |               | 
|Stock based consulting expense                                                          |                 |             |  |   |  |               | 
|Stock based                                                                             |                
|compensation-employees                                                                  |                
|and directors                                                                           |                 |             |  |   |  |               | 
|Preferred dividend                                                                      |                 |             |  |   |  |               | 
|Net loss                                                                                |                 |             |  |   |  |               | 
|                                                                                        |                 |              |  |    |  |                | 
|Balance at December 31, 2007                                                            |                 | 290,135      |  | $3 |  | 2,486,668      | 
|                                                                                        |                 |              |  |    |  |                | 
|                                                                                        |                 |              |  |    |  |                | 

See
  accompanying notes.

F-5

---

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

|                                                                       | Years
      ended December 31,
|---------------------------------------------------------------------- | ------------------------------
|                                                                       |                               
|                                                                       | 2007                          
|                                                                       |                               
|Operating
      activities                                             |                               
|Net
      loss                                                         | $(3,700                       
|Adjustments
      to reconcile net loss to net cash provided by (used  |                               
|in)
      operating activities:                                        |                               
|Depreciation
      and amortization                                    | 356                           
|Amortization
      of debt discount and deferred financing costs       | 35                            
|Gain
      on sale of business                                         |                              
|Provision
      for losses on accounts receivable                      | 407                           
|Settlement
      losses                                                | 162                           
|Non-cash
      stock compensation and expense                          | 781                           
|Write-off
      of capitalized terminated merger costs                 |                              
|Changes
      in operating assets and liabilities, net of effects from |                               
|divestiture
      of business:                                         |                               
|(Increase)
      decrease in accounts receivable                       | (476                          
|Decrease
      in other receivables                                    | 48                            
|Decrease
      (increase) in inventory                                 | 123                           
|(Increase)
      decrease in prepaid expenses and other current        |                               
|assets                                                                 | (35                           
|Increase
      (decrease) in accounts payable                          | 726                           
|Increase
      in accrued expenses and other liabilities               | 1,727                         
|(Decrease)
      increase in deferred revenue                          | (6                            
|                                                                       |                               
|Net
      cash provided by (used in) operating activities              | 148                           
|                                                                      
|Investing
      activities                                             |                               
|Purchase
      of property, equipment and leasehold improvements       | (518                          
|Deferred
      acquisition costs                                       | (2,255                        
|Proceeds
      from sale of business                                   |                              
|Change
      in other assets and restricted cash                       | 234                           
|                                                                       |                               
|Net
      cash used in investing activities                            | (2,539                        
|                                                                      
|Financing
      activities                                             |                               
|Proceeds
      from the sale of preferred stock                        | 427                           
|Proceeds
      from the issuance of debt                               | 563                           
|Issuance
      of common stock, net of related expenses                |                              
|Payments
      made on capital lease obligations                       | (101                          
|                                                                       |                               
|Net
      cash provided by (used in) financing activities              | 889                           
|                                                                       |                               
|Decrease
      in cash and cash equivalents                            | (1,502                        
|Cash
      and cash equivalents at beginning of year                   | 3,870                         
|                                                                       |                               
|Cash
      and cash equivalents at end of year                         | $ 2,368                       
|                                                                       |                               

See
  accompanying notes.

F-6

---

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

1.
  Description of Business and Basis of Presentation

GoAmerica®
  is a communications service provider, offering solutions primarily
  for consumers who are deaf, hard of hearing and/or speech impaired,
  including Internet relay services, wireless subscription and value added services,
  and wireless devices and accessories. Our i711.com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 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, 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. We continue to engineer our technology to operate with
  new versions of wireless devices as they emerge.

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, 2007, had an accumulated deficit of $278,957.
  During 2007, the Company incurred a net loss of $3,700, but provided
  $148 of cash to fund operating activities. As of December 31, 2007
  the Company had $2,368 in cash and cash equivalents.

F-7

---

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

2.
  Significant Accounting PoliciesBasis 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 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.

F-8

---

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

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. 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. All other costs associated with internal
  use software are expensed when incurred.

Deferred
  Acquisition and Financing Costs

The
  Company has capitalized allowable amounts in accordance with FAS 141
  Business Combinations (as amended) associated with the acquisitions
  discussed in note 14. As of December 31, 2007, approximately $5
  million has been capitalized as deferred acquisition costs. These amounts
  will be considered in conjunction with the purchase price allocation to be completed
  by the Company.

The
  Company has capitalized allowable amounts in accordance with EITF
  95-13 Classifications of Debt Issue Costs in a Statement of Cash
  Flows and APB Opinion No. 21 Interest on Receivables and Payables (as
  amended). As of December 31, 2007, approximately $1 million
  has been capitalized as deferred financing costs. These costs shall be amortized
  over the term of the debt.

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 are being amortized on a straight-line basis over the estimated
  useful life of the related asset, generally one to five years.

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-9

---

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, 2007, 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 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.

The
  Company collects sales taxes from its customers when required
  and maintains a policy to classify these tax collections as a current liability
  until remitted to the appropriate state agency and a corresponding reduction
  of revenue.

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 (see Note 4).

Cost
  of Revenues

Cost
  of relay revenue consists principally of charges related to outsourced relay
  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.

F-10

---

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

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.

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 did not have a material effect on the Companys financial condition or results of operations.

Advertising
  Costs

Advertising
  costs are expensed as incurred. During 2007, 2006 and 2005, advertising expense
  was approximately $105, $97 and $110, respectively.

Research
  and Development Costs

Research
  and development costs are expensed as incurred.

Stock-Based
  Employee Compensation

At
  December 31, 2007, 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.

F-11

---

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

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)), which vested during 2006. The Company
  did not issue any new stock options during the years  ended December 31,
  2007 and 2006. The Companys adoption of SFAS 123R had no effect on
  the Companys basic and diluted net loss per share for the  years ended
  December 31, 2007 and  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 has 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-12

---

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 preferred
  stock and 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, 2007, 2006 and 2005, a total of 576,950, 453,344
  and 426,428 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,
|--------------------------------- |  | ------------------------------
|                                  |  | 2007                          
|                                 
|Options                           |  | 80,829                        
|Warrants                          |  | 84,320                        
|Preferred
      stock             |  | 290,135                       
|Non-vested
      restricted stock |  | 121,666                       
|                                  |  |                               
|Total                             |  | 576,950                       
|                                  |  |                               

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, 2007 and 2006, the Company had 83% and 61%, respectively,
  of its accounts receivable with the National Exchange Carriers Association (NECA).
  For the years ended December 31, 2007 and 2006, the Company generated
  88% and 68%, respectively, of its total revenue with NECA. As of December
  31, 2007 and 2006, the Company had 7% and 11%, respectively, of its accounts
  receivable with T-Mobile. For the years ended December 31, 2007 and 2006,
  the Company generated 4% and 19%, 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. The Company is heavily reliant upon Visual
  Language Interpreting, Inc. for specialized labor supporting its Video Relay
  Service, launched in December 2006.

F-13

---

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.

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 did not 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 was effective for financial statements issued for fiscal years
  beginning after November 15, 2007, with earlier application encouraged,
  but the issuance of FASB Staff Position SFAS No. 157-2 has delayed the effective
  date to fiscal years beginning after November 15, 2008 as it relates to
  non-financial assets and non-financial liabilities. 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 adoption
  of SFAS No. 157 is not expected to have a material effect on the Companys
  financial condition or results of operations.

F-14

---

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

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

In
  December 2007, the FASB issued SFAS 141 (revised 2007),Business
  Combinations(SFAS
  141(R)), which establishes principles and requirements for how an
  acquirer recognizes and measures in its financial statements the identifiable
  assets acquired, the liabilities assumed, and any noncontrolling interest
  in an acquiree, including the recognition and measurement of goodwill
  acquired in a business combination. SFAS 141(R ) applies to fiscal years
  beginning on or after December 18, 2008. Earlier adoption is prohibited.
  The Company is currently evaluating the impact of adopting SFAS 141(R)
  on its results of operations and financial condition.

In
  December 2007, the FASB issued SFAS No. 160,Noncontrolling
  Interests in Consolidated Financial Statements  an amendment
  of ARB No. 51.
  SFAS 160 amends ARB 51 to establish accounting and reporting standards
  for the noncontrolling interest in a subsidiary and for the deconsolidation
  of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary,
  which is sometimes referred to as minority interest, is an ownership
  interest in the consolidated entity that should be reported as equity in the
  consolidated financial statements. Among other requirements,
  this statement requires consolidated net income to be reported at
  amounts that include the amounts attributable to both the parent and
  the noncontrolling interest. It also requires disclosure, on the face of the
  consolidated income statement, of the amounts of consolidated
  net income attributable to the parent and to the noncontrolling interest.
  SFAS 160 applies to fiscal years beginning on or after December 18, 2008.
  Earlier adoption is prohibited. The Company is currently evaluating the
  impact of adopting SFAS 160 on its results of operations and financial
  condition.

F-15

---

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

3.
  Settlement of Hands On Litigation

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

On
  March 1, 2006, the Company announced its receipt of a letter from
  Hands On in which Hands On purportedly terminated the merger agreement
  among the parties. Subsequent discussions between the parties did not provide
  a basis to pursue the merger. Hands On stockholders had approved the proposed
  merger with GoAmerica at special Hands On stockholder meetings
  held on February 22, 2006. A Special Meeting of GoAmerica Stockholders
  relating to the Companys proposed merger with Hands On was scheduled
  for March 13, 2006, adjourned from February 27, 2006 in order to allow
  GoAmerica to achieve a quorum with respect to the Special Meeting.
  As of March 6, 2006, the Company had achieved a quorum and received
  votes overwhelmingly in favor of the Hands On merger. On March 7,
  2006, the Company announced its cancellation of its Special Meeting of
  Stockholders and its determination not to pursue its proposed merger
  with Hands On. As a result of the merger agreement termination,
  Hands Ons repayment obligations under the loan agreement began
  July 1, 2006. After the Company received all such payments due through
  September 30, 2006, Hands On ceased making payments due leaving
  an outstanding receivable of $562 at December 31, 2006.

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

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

As
  a result of the terminated merger, the Company wrote off a total
  of $490 of merger related expenses during the year ended December
  31, 2006 and such write off is included in other income (expense), net.

On
  September 12, 2007, the Company entered into a definitive merger
  agreement with Hands On Video Relay Services, Inc. (Hands On). (see note
  14)

F-16

---

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

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 to be received in five  monthly
  installments beginning on October 31, 2006.

Total
  revenues related to the discontinued operations were $3,582 and $3,147
  for the years ended December 31, 2006 and 2005, respectively. There were
  no assets or liabilities of GA Prepaid in the Consolidated Balance Sheet as
  of December 31, 2007 and 2006 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.

5.
  Credit Agreement

On
  August 1, 2007, the Company entered into a Credit Agreement, (the
  Credit Agreement), with to Clearlake Capital Group (Clearlake)
  as administrative agent and collateral agent, pursuant to which the Company
  received a $1,000 bridge loan, which was increased by $1,750 on September
  14, 2007 and an additional increase of $750 on October 29, 2007. Interest
  on the loan is payable on the first business day following the end of each month,
  at the LIBOR rate, plus 8%. LIBOR rate utilized for interest calculations at
  December 31, 2007 was 5.125%. Interest is payable in cash, except that
  a portion of the interest equal to 4% is payable in kind in the form of
  additional loans. The loan is secured by substantially all of the assets of
  GoAmerica and its principal subsidiaries and the stock of such principal
  subsidiaries. The credit agreements contain customary operating and
  financial covenants, including restrictions on the Companys ability
  to pay dividends to its common stockholders, make investments,
  undertake affiliate transactions, and incur additional indebtedness, in addition
  to financial compliance requirements. Subsequent to December
  31, 2007, the loan was repaid upon the closing of the Verizon transaction described
  in note 14.

At
  December 31, 2007, the Company had $3,532 outstanding under the
  agreement.

6.
  Goodwill

The
  Companys annual impairment test under SFAS No. 142 indicated
  that no impairment had occurred during 2007, 2006 and 2005 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, 2007.

F-17

---

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

7.
  Supplemental Balance Sheet InformationMerchandise
  inventories:

During
  2007, the Company recorded write-downs of approximately $18 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 phones which remained unsold. There were no write-downs recorded
  during 2006.

Property,
  equipment and leasehold improvements:

Property,
  equipment and leasehold improvements consisted of the following:

|                                                | December
      31,
|----------------------------------------------- | ------------------
|                                                | 2007              
|Furniture,
      fixtures and equipment         | $    211          
|Computer
      equipment and software           | 2,996             
|Leasehold
      improvements                    | 11                
|                                                |                   
|                                                | 3,218             
|Accumulated
      depreciation and amortization | (2,301            
|                                                |                   
|                                                | $    917          
|                                                |                   

The
  Company recorded depreciation expense of $356, $362 and $485
  for the years ended December 31, 2007, 2006 and 2005, respectively. In
  addition, during 2007, the Company wrote off retired assets that were fully
  depreciated in the amount of $3,960.

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

|                               | December
      31,
|------------------------------ | ------------------
|                               | 2007              
|Cost                           | $340              
|Accumulated
      amortization | (97               
|                               |                   
|Net
      assets               | $243              
|                               |                   

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, 2007 and 2006, such amortization amounted
  to $55 and $37, respectively.

F-18

---

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

Accounts
  Payable and Accrued expenses:

Accounts
  Payable and Accrued expenses consisted of the following:

|                            | December
      31,
|--------------------------- | ------------------
|                            | 2007              
|Relay
      services        | $1,422            
|Dealer
      commissions    | 20                
|Professional
      fees     | 2,426             
|Employee
      compensation | 746               
|Franchise
      taxes       |                  
|Interest                    | 36                
|Carrier
      services      | 177               
|Insurance                   | 9                 
|Equipment
      purchases   | 3                 
|Other                       | 69                
|                            |                   
|                            | $4,908            
|                            |                   

8.
  Commitments and Contingencies

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 contingent consideration is owed to Boundless Depot or
  either of its shareholders since conditions of the Deafwireless Agreement
  were not met and the Company incurred costs for which it is entitled
  to receive reimbursement from Boundless Depot or offset against
  any amounts that may become payable to Boundless Depot. Upon
  petition by GoAmerica and Wynd Communications, the Court has
  ordered this matter into arbitration, which was scheduled for February
  2006 and later deferred due to settlement discussions. The plaintiffs have
  not moved to reschedule the arbitration proceeding. We intend to defend
  this action vigorously and may elect to pursue counterclaims.

F-19

---

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

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, 2007 are as follows:

|Year ending December
      31,                                | Capital
      Leases | Operating
      Leases
|------------------------------------------------------------- | -------------------- | ----------------------
|2008                                                          |                      | $108                  
|2009                                                          |                      | 76                    
|2010                                                          |                      | 11                    
|2011                                                          |                      |                      
|2012                                                          |                      |                      
|Thereafter                                                    |                      |                      
|                                                              |                      |                       
|Total minimum lease payments                                  |                      | 195                   
|Less amount representing
      interest                       |                      | (33                   
|                                                              |                      |                       
|Present value of net minimum
      capital lease payments     |                      | 162                   
|Less current portion of
      capital lease obligations       |                      | (88                   
|                                                              |                      |                       
|Obligations under capital
      lease, net of current portion |                      | $  74                 
|                                                              |                      |                       

During
  2007, 2006 and 2005, total rent expense was approximately $441, $306
  and $301, respectively.

Effective
  November 1, 2007, Wayne D. Smith resigned from all of his positions
  with the Company. Mr. Smith will receive one years severance,
  continuing medical benefits, and all restrictions remaining on restricted
  stock grants of the Companys Common Stock previously made
  to him have lapsed resulting in a charge of $84 to the statement
  of operations. Mr. Smith will be entitled to receive a bonus, relating
  to 2007, in an amount equal to any bonus that may be paid to any other
  executive officer of the Company. The Company has accrued $193
  as of December 31, 2007 for such obligations.

At
  December 31, 2007, $200 of the Companys cash was held in
  escrow in support of a performance bond issued in favor of the State of
  Tennessee in order to secure transfer approval of the state TRS contract that
  is pending final approval. (see note 14)

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. In December
  2007, certain agreements were amended in anticipation of the pending
  transactions. (see note 14)

Subsequent
  to December 31, 2007, the Company entered into and assumed additional
  agreements in conjunction with the transactions further discussed in note
  14.

F-20

---

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

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 2007, 2006 and 2005 was $53,
  $39 and $42, respectively.

10.
  Stockholders Equity

On
  August 1, 2007, the Company filed a Certificate of  Designations,Powers, Preferences and Rights of the Series A Preferred Stock  (Series A Preferred Stock) with the Secretary of  State of the State of Delaware.
  Such certificate authorized and designated 290,135 shares of Series A Preferred
  Stock with a par value of $0.01 per share. The Series A Preferred Stock,
  plus all accrued and unpaid dividends, has a liquidation value of $5.17
  per share and is convertible into shares of Common Stock, at any time
  after the date of issue, at a conversion price of $5.17, subject to adjustment
  for stock splits, stock dividends and issuances of additional shares of common
  stock for no consideration or for consideration that is less than the conversion
  price that is then in effect. The Series A Preferred Stock may be redeemed at the option of the holder or by the Company under certain circumstances.

Each holder shall be entitled to the number of votes equal
  to the number of shares of Common Stock the Series A Preferred Stock could be
  converted into. The shares of Series A Preferred Stock will accrue cumulative
  cash dividends at a rate of 8% per annum, compounded quarterly from
  the date of issuance. Payment of dividends on the Series A Preferred Stock
  will be paid in preference to any dividend on Common Stock.

On
  August 1, 2007, the Company sold 290,135 shares of Series A Preferred Stock to Clearlake Capital Group (Clearlake) at
  a purchase price of $5.17 per share resulting in net proceeds of approximately
  $1,460,000. On August 1, 2007, the  Company also entered into an agreement with Clearlake, which was later amended on September 12, 2007,
  allowing for the purchase of 7,446,809 additional shares of preferred stock, subject to the Company filing, an amended and restated certificate of incorporation increasing the authorized number of shares of Series A Preferred Stock,
  in connection with the acquisitions more fully described in note 14. As
  of December 31, 2007, the Company had accrued approximately $50
  of preferred dividends.

F-21

---

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

As
  of December 31, 2007, the Company had the following warrants outstanding
  and exercisable:

|                                            
|--------------------------------------------
|Private placement
      agent-2004 financing
|2004 investors                              
|Landlord                                    
|                                            
|Total                                       
|                                            

As
  of December 31, 2007, the Company had reserved shares of common
  stock for issuance as follows:

|Exercise of common
      stock options or additional common stock awards |  | 1,713,329 | 
|------------------------------------------------------------------------ |  | --------- | 
|Exercise of common stock
      purchase warrants                         |  | 84,320    | 
|Employee Stock Purchase
      Plan                                       |  | 48,335    | 
|Exercise of right to convert
      of preferred shares                   |  | 290,135   | 

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. In December of 2007, the Companys shareholders
  amended the plan, pursuant to which 1,600,000 additional shares of the
  Companys common stock have been reserved for issuance to selected
  employees, non-employee directors and consultants bringing the total
  available under the plan to 2,000,000.

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.

F-22

---

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

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. 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 the stock option activity on a combined basis for
  the Companys stock based compensation plans during 2007, 2006 and 2005:

|                                              
|----------------------------------------------
|Outstanding at
      January 1, 2005          
|Granted                                       
|Exercised                                     
|Cancelled                                     
|                                              
|Outstanding at December
      31, 2005        
|Granted                                       
|Exercised                                     
|Cancelled                                     
|                                              
|Outstanding at December
      31, 2006        
|Granted                                       
|Exercised                                     
|Cancelled                                     
|                                              
|Outstanding at December
      31, 2007        
|                                              
|Exercisable at December
      31, 2007        
|                                              
|Exercisable at December
      31, 2006        
|                                              
|Exercisable at December
      31, 2005        
|                                              
|Available for grant at
      December 31, 2007
|                                              

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, 2007, 2006 and 2005 was none, $9 and none,
  respectively.

F-23

---

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, 2007:

|                               
|-------------------------------
|Range of 
      Exercise Prices
|$2.35-$4.19                    
|$16.00-$26.40                  
|$43.20-$44.80                  
|$84.00-$84.80                  
|$104.80-$151.20                
|$162.48-$167.20                
|$401.60-$600.00                
|$1200.00-$1280.00              
|                               
|                               
|                               
|Ending exercisable             

|                                | Exercisable              
|------------------------------- | -------------------------
|Range of 
      Exercise Prices | Number 
      Exercisable
|$2.35-$4.19                     | 15,524                   
|$16.00-$26.40                   | 38,139                   
|$43.20-$44.80                   | 5,875                    
|$84.00-$84.80                   | 4,271                    
|$104.80-$151.20                 | 6,222                    
|$162.48-$167.20                 | 2,881                    
|$401.60-$600.00                 | 5,750                    
|$1200.00-$1280.00               | 500                      
|                                |                          
|                                | 79,162                   
|                                |                          

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 31, 2007 and the exercise price, times the number
  of shares) that would have been received by the option holders had all option
  holders exercised their in the money options on December 31, 2007. This amount
  changes based on the fair market value of the Companys stock.

F-24

---

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

The
  weighted average grant date fair value of options granted during 2005 was $2.79.
  There were no options granted during 2007 and 2006.

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, 2007:

|                                                                | Year
      EndedDecember
      31, 2007
|--------------------------------------------------------------- | ---------------------------------------
|                                                                |                                        
|Selling,
      general and administrative                       | $
      781                            
|                                                                |                                        
|Stock-based
      compensation expense before income taxes      | 781                                    
|Income
      tax benefit                                        |                                       
|                                                                |                                        
|Total
      stock-based compensation expense after income taxes | $
      781                            
|                                                                |                                        

As
  of December 31, 2007, approximately $2 of total unrecognized compensation cost
  related to stock options issued prior to 2006 is expected to be recognized over
  a weighted-average period of 1 year.

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 year ended December 31, 2005:

|                                                                                 | December
      31,2005
|-------------------------------------------------------------------------------- | ----------------------
|                                                                                 |                       
|Net
      loss, as reported                                                      | $
      (4,372        
|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                  
|                                                                                 |                       
|Pro
      forma net loss                                                         | $
      (4,887        
|Loss
      per share  basic, as reported                                        | $  
      (2.09       
|                                                                                 |                       
|Loss
      per share  diluted, as reported                                      | $  
      (2.09       
|                                                                                 |                       
|Pro
      forma loss per share - basic                                           | $  
      (2.33       
|                                                                                 |                       
|Pro
      forma loss per share - diluted                                         | $  
      (2.33       
|                                                                                 |                       

F-25

---

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

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: 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.

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.

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,
  with the exception of certain shares which vesting was accelerated (see note
  8).

The
  following table summarizes the Companys nonvested restricted stock activity
  for the year ended December 31, 2007:

|                                           
|-------------------------------------------
|Non vested stock
      at January 1, 2005  
|Granted                                    
|Vested                                     
|Forfeited                                  
|                                           
|Non vested stock at December
      31, 2005
|Granted                                    
|Vested                                     
|Forfeited                                  
|                                           
|Non vested stock at December
      31, 2006
|Granted                                    
|Vested                                     
|Forfeited                                  
|                                           
|Non vested stock at December
      31, 2007
|                                           

F-26

---

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

As
  of December 31, 2007, $290 of total unrecognized compensation costs which will
  be recognized in January 2008. (see note 14)

12.
  Income Taxes

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

|                                      
|--------------------------------------
|2007                                  
|Deferred tax
      assets:            
|Net
      operating loss carryforwards
|Deferred
      compensation           
|Reserves
      and accruals           
|Amortization
      of goodwill        
|Other                                 
|Less valuation allowance              
|                                      
|Deferred tax assets                   
|Deferred tax liabilities:             
|Intangible
      assets               
|                                      
|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:

|                                                                            
|----------------------------------------------------------------------------
|2007                                                                        
|Statutory federal
      income tax benefit at 34%                           
|State income tax benefit,
      net of federal benefit                      
|Non-deductible expenses                                                     
|Other, primarily changes
      in net operating loss carryforwards available
|Change in valuation allowance                                               
|                                                                            
|Total                                                                       
|                                                                            

The
  state tax benefits recorded in 2007, 2006 and 2005 of $1,222, $789 and $764,
  respectively, are attributable to the Companys sale of certain state net
  operating loss carryforwards.

F-27

---

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

At
  December 31, 2007, the Company had federal and state net operating
  loss (NOL) carryforwards of approximately $185,200 and $116,900,
  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, 2004 and
  again in 2008, 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. 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
  including those that may result from the Companys January
  2008 acquisitions.

13.
  Related party transactions

The
  Company entered into certain financing and equity agreements with
  Clearlake as a result of the transactions described in note 14. As a result,
  the Company paid Clearlake approximately $1,200 of capitalized
  deferred financing fees and $200 of expense reimbursements which
  have been charged to the statement of operations. Such amounts are
  also included as borrowings under the credit agreement described in note
  5. In addition, during 2007 the Company paid Clearlake approximately
  $106 of interest of which $32 was paid in cash and the balance has been
  added to the outstanding balance. The Company also accrued $36 of interest
  as of December 31, 2007.

14.
  Subsequent events

Acquisitions

Verizon
  TRS division acquisition

On
  January 10, 2008, the Company acquired the assets of Verizons TRS
  division for $46 million in cash and up to an additional $8 million
  in contingent cash consideration.The
  Verizon acquisition  was financed through $35 million of
  equity financing and $30 million of  senior debt
  financing, funded in each case by funds managed by Clearlake. Concurrently
  with the execution of the Verizonacquisition, Clearlakepurchased  an additional 6,479,691 shares of Series A Preferred Stock
    at a price of $5.17 per share. The Company consummated the acquisition   in an effort to increase its volume and improve its results of operations.

> 

F-28

---

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

The
  funding of the estimated purchase price of the acquisition is as follows:

|Value of preferred
      stock issued    |  | $ 35,000 |  
|---------------------------------------- |  | -------- | -
|Senior debt issuance                     |  | 30,000   |  
|Acquired working capital                 |  | (6,000   | )
|Additional working capital
      raised  |  | (11,000  | )
|Estimated direct transaction
      costs |  | 4,000    |  
|                                         |  |         
|Total estimated purchase
      price     |  | $ 52,000 |  
|                                         |  |         

The
  components of the purchase price are as follows:

|Cash consideration                                       |  | $ 46,000 |  
|-------------------------------------------------------- |  | -------- | -
|Contingent consideration                                 |  | 8,000    |  
|Transaction costs                                        |  | 4,000    |  
|                                                         |  |         
|Total purchase consideration
      and transaction costs |  | 58,000   |  
|Acquired working capital                                 |  | (6,000   | )
|                                                         |  |         
|Total estimated purchase
      price                     |  | $ 52,000 |  
|                                                         |  |         

Under
  the purchase method of accounting, the total estimated purchase price,
  as shown in the table above, is allocated to net tangible assets acquired based
  on their estimated fair values as of the date of the completion of
  the acquisition. The fair value of these assets is subject to change based on
  additional information that may come to managements
  attention, restructuring decisions made upon completion of the acquisition
  or results of the fund-raising effort referenced above. Amounts represented
  in this table assume the payment of the contingent consideration and
  do not reflect the acquired working capital. The preliminary estimated
  purchase price is allocated as follows:

|Identifiable
      intangible assets |  | $  5,200 | 
|------------------------------------ |  | -------- | 
|Goodwill                             |  | 46,800   | 
|                                     |  |         
|Total estimated purchase
      price |  | $52,000  | 
|                                     |  |         

F-29

---

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

The
  Company is currently in the process of determining identifiable intangible
  assets and their associated useful lives. In addition, the Company is
  also evaluating what, if any, amount of goodwill is expected to be tax
  deductible. The Company is currently evaluating future organizational structure
  and therefore has not identified amounts by reportable segment.

In
  connection with the Verizon acquisition, the Company entered into a Managed
  Services Agreement, dated August 1, 2007, with Stellar Nordia Services
  LLC (Stellar Nordia). Under that agreement, Stellar Nordia
  will assume facilities, employee and operational responsibilities
  for the two primary call centers associated with Verizons TRS division
  business.

Stellar
  Nordia will provide inbound call relay services to the Company, utilizing
  Stellar Nordias proprietary platform and software for the newly acquired
  traffic from Verizon and for the Companys existing text traffic.
  In addition, pursuant to a related agreement, Stellar Nordia will, as subcontractor
  to the Comapny, assume and operate under the Companys supervision,
  the call centers being acquired under the asset purchase agreement for
  Verizons TRS division as well as the current, pre-acquisition traffic
  of the Company. The Company expects to realize material cost
  savings as compared to Verizon from utilizing the Stellar Nordia arrangement
  described in this paragraph.

The
  managed services agreement also provides that Stellar Nordia will
  undertake capital expenditures and hiring in preparation for the TRS acquisition,
  such that Stellar Nordia will be in a position to service existing TRS division
  traffic upon consummation of the closing. The managed services
  agreement obligates the Company to pay certain fees to Stellar Nordia
  if the Company elects to terminate the managed services agreement
  early.

The
  managed services agreement   replaced the Companys existing
  agreement with Stellar Nordia upon the closing of the acquisition of Verizons
  TRS division. Under the new agreement, provided that one or more of
  the state contracts are in effect, the Company has agreed to provide Stellar
  Nordia with rolling forecasts of its IP relay traffic demand forecasts,
  and has agreed to certain minimum call traffic commitments
  with financial penalties for failure to achieve either the traffic forecasts
  or the call traffic commitments as to such state contracts. The
  Company has agreed to pay Stellar Nordia monthly and Stellar Nordia
  has agreed to bill the Company in U.S. dollars, except that IP relay traffic
  handled by Stellar Nordia in Canada will be billed in Canadian dollars, the
  exchange rate for which has been fixed within an exchange rate band. In addition,
  provided that one or more of the state contracts are in effect at the time
  of closing of the acquisition, the Company has agreed to pay Stellar Nordia,
  over sixteen quarters, a transition fee equal to the lesser of an established
  fee or, in the event of loss of the state TRS service, 50% of any actual, direct
  and documented loss by Stellar Nordia. The maximum amount
  the Company may be liable for under such agreement will not exceed
  $5.5 million.

Hands
  On acquisition

On
  January 10, 2008, the Company acquired Hands On for $35 million
  in cash and approximately 6,700,000 shares of its
  common stock. The cash portion of the consideration was funded by the sale of 967,118shares of Series A Preferred Stock to a fund managed
  by Clearlake and the issuance of new debt. The Company consummated the merger in an effort to increase its volume and improve its results of operations.

F-30

---

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

The
    total purchase price of the merger based on an average market
  price per share of the Companys common stock of $5.17
  is as follows:

|Value of common
      stock issued       |  | $ 34,630 |  
|---------------------------------------- |  | -------- | -
|Senior debt issuance                     |  | 40,000   |  
|Assumption of Hands On
      options     |  | 1,805    |  
|Acquired net assets                      |  | (2,070   | )
|Additional working capital
      raised  |  | (5,000   | )
|Estimated direct transaction
      costs |  | 4,000    |  
|                                         |  |         
|Total estimated purchase
      price     |  | $ 73,365 |  
|                                         |  |         

In
  accordance with the merger agreement 220,498   Hands On stock options
  were exchanged for 276,238 stock options of the Company. The fair market
  value of the Company options exceeded the fair market value of the
  Hands On options by $1,805.

Under
  the purchase method of accounting, the total estimated purchase price,
  as shown in the table above, is allocated to Hands On net tangible assets based
  on their estimated fair values as of the date of the completion of
  the merger. The fair value of these assets is subject to change based on
  additional information that may come to managements
  attention, restructuring decisions made upon completion of the merger
  or results of the fund raising effort referenced above. The preliminary
  estimated purchase price is allocated as follows:

|Identifiable
      intangible assets |  | $29,346 | 
|------------------------------------ |  | ------- | 
|Goodwill                             |  | 44,019  | 
|                                     |  |        
|Total estimated purchase
      price |  | $73,365 | 
|                                     |  |        

F-31

---

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

The
  Company is currently in the process of determining identifiable intangible
  assets and their associated useful lives. In addition, the Company is also
  evaluating what, if any, amount of goodwill is expected to be tax deductible.
  The Company is currently evaluating future organizational structure and
  therefore has not identified amounts by reportable segment.

In
  conjunction with the closing of the Hands On acquisition, the Company assumed
  certain outstanding operating and capital leases agreements in force on
  the date of closing.

To
  create additional flexibility to pursue strategic opportunities, the Company
  has also secured a $15 million unfunded credit revolver, with a term of five years and interest rates to be determined at time of utilization which creates
  additional liquidity for the Company as needed.

Restricted
  Stock

During
  January 2008, the Company vested 121,666 shares of restricted stock which
  represented all remaining restricted shares held by executive management
  and directors that were unvested at December 31, 2007. As a result, the
  Company will recognize $290 of non cash compensation expense during
  the quarter ending March 31, 2008.

Employment
  Agreements

Effective
  with the closing of the transactions referred to above there were changes to
  the following employment arrangements:

- Donald
    G. Barnharts prior employment agreement was superseded by
    an Agreement Regarding
    Basic Terms of Employment (the Superseding Employment
    Agreement), pursuant
    to which Mr. Barnhart will serve the Company as Senior Vice President,
    Accounting,
    at a base annual salary of $185. The Superseding Employment
    Agreement provides
    that Mr. Barnhart will serve on an at will basis, without a specific term
    of employment.
    He will be eligible to receive a bonus, and will receive an option grant of
    70,000
    shares. The options will vest at the rate of one-forty-eighth of such shares
    per month,
    provided Mr. Barnhart remains employed with the Company on
    each vesting date.If
    Mr. Barnharts employment is terminated without Cause or for
    Good Reason (in eachcase
    as defined in the Superseding Employment Agreement), Mr. Barnhart
    will be entitled to receive 12 months severance.
- Jesse
    Odoms prior employment agreement was superseded by an
    Agreement Regarding Basic
    Terms of Employment (the Second Superseding Employment
    Agreement), pursuant
    to which Mr. Odom will serve the Company as Senior Vice President,
    Technology,
    at a base annual salary of $200. The Second Superseding Employment
    Agreement
    provides that Mr. Odom will serve on an at will basis, without a specific
    term of
    employment. He will be eligible to receive a bonus, and will receive
    an option grant of 100,000
    shares. The options will vest at the rate of one-forty-eighth of such shares
    per month,
    provided Mr. Odom remains employed with the Company on
    each vesting date. If Mr.
    Odoms employment is terminated without Cause or for Good
    Reason (in each case as defined
    in the Superseding Employment Agreement), Mr. Odom will
    be entitled to receive 12 months severance.

F-32

---

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

On
  March 20, 2008, the Company entered into new  employment agreements
  with Daniel R. Luis, its Chief Executive Officer, and with Edmond Routhier,
  its President and Vice Chairman of the Board (collectively, the Executives).
  In addition, each will receive an option grant of 400,000 shares. Each employment agreement is substantially the same.

The
  employment agreements provide that both Executives are to receive
  an initial base salary of $275,000. The Compensation Committee
  may award one or both Executives additional bonus payments, option
  grants or restricted stock awards in its discretion.

The
  agreements are each of indefinite term; each such agreement provides
  for an annual salary review, at which time the salaries paid under such
  agreements may be increased (but not decreased) in the discretion
  of the Compensation Committee.

In
  the event that either Executive is terminated without cause or resigns
  for good reason (as each such term is defined in the agreements),
  he shall be entitled to receive enhanced severance, in an amount equal
  to one years base salary, as well as the right to continue in Company
  health and welfare benefit plans for one year after termination and 90
  days outplacement services at a level commensurate with
  his position.

In
  the event of a change of control of the Company, as defined in the employment
  agreements, 25% of the Executives then-unvested stock options shall
  immediately vest. In addition, after a change of control of the Company,
  all remaining unvested stock of either Executive shall immediately
  vest if (a) such Executives aggregate compensation is substantially
  diminished, or (b) such Executive is required to relocate more than
  100 miles from his then-current residence in order to continue to
  perform his duties.

Each
  Executive also receives a $1,000 per month expense allowances and is
  reimbursed for additional business travel and entertainment expenses
  incurred in connection with their duties. Each employment agreement
  also contains certain confidentiality provisions and requires that the Company
  maintain standard directors and officers insurance in the same amount
  as the Company maintains for other directors and officers.

Amendment
  of 2005 Equity Compensation Plan

On
  March 20, 2008 the Board of Directors of the Company amended its
  2005 Equity Compensation Plan to increase the total number of shares
  available for award thereunder from 2,000,000 shares to 2,600,000 shares.
  The Company intends to seek stockholder approval of such amendment
  as soon as practicable.

Amendments to Articles
of Incorporation or By-Laws

On
January 10, 2008, the Company filed an Amended and Restated  Certificate of Incorporation
 with the Secretary of State of  Delaware  (theNew  Charter).  As  described  in the
 Companys  proxy  materials  for its 2007  annual meeting, the New Charter:

- increases the number of authorized
 shares of the Companys  preferred stock and Series A Preferred           Stock,

- decreases the number of authorized
shares of the Companys common stock,

- removes the provisions creating and
maintaining a classified board of directors,

- results in Go Americas  opting out
of Section 203 of the General  Corporation  Law of the State of           Delaware
 regarding  restrictions  on the  Company  engaging  in business  combinations  with
 interested           stockholders,

- authorizes  the holders of the
Series A Preferred  Stock to appoint two  directors to the Companys           board,

- provides for automatic  conversion
of the Series A Preferred Stock to common stock if the sale of Go           America
 common stock yields $50 million or more in gross  proceeds in an  underwritten  public
 offering           and the average closing price of the common stock is $15.00 or more
per share over a 90-day period, and

- provides  for a reduction  in the
rate of dividends  payable on the Series A Preferred  Stock from 8%           per year to
3% per year if the  average  closing  price of the  common  stock is $20.00 or more per
share           over a 90-day period at any time one year or more after completion of the
Hands On merger.

F-33

---

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

15.
  Quarterly Financial Data (Unaudited)

The
  table below summarizes the Companys unaudited quarterly operating results for
  the years ended December 31, 2007 and 2006.

|                                                         
|---------------------------------------------------------
|March 31                                                 
|Net revenue                                              
|Cost of revenue                                          
|Operating expenses                                       
|Depreciation and amortization
      expenses             
|Other (expense) income,
      net                        
|Loss before benefit from
      income taxes              
|Benefit from income taxes                                
|Net (loss) income                                        
|Preferred dividends                                      
|Net (loss) income applicable
      to common stockholders
|                                                         
|Loss per share  Basic
      and diluted:                
|-
      Loss from continuing operations                  
|-
      Loss from discontinued operations                
|Basic and diluted net loss
      per share               
|                                                         
|March 31                                                 
|Net revenue                                              
|Cost of revenue                                          
|Operating expenses                                       
|Depreciation and amortization
      expenses             
|Other (expense) income,
      net                        
|Loss before benefit from
      income taxes              
|Benefit from income taxes                                
|(Loss) income from continuing
      operations           
|                                                         
|Loss from discontinued
      operations                  
|Net (loss) income                                        
|Loss per share  Basic
      and diluted:                
|-
      Loss from continuing operations                  
|-
      Loss from discontinued operations                
|Basic and diluted net loss
      per share               
|                                                         

F-34

---

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

16.
  Supplemental Cash Flow Information

The
  table below presents the Companys supplemental disclosure of cash flow information
  for the years ended December 31, 2007, 2006 and 2005.

|                                                                                         | Years ended December 31,
|---------------------------------------------------------------------------------------- | ------------------------
|
|Supplemental
      disclosure of cash flow information:                                  |                         
|                                                                                         |                         
|Interest
      paid                                                                      |                         
|                                                                                         |                         
|Non-cash investing and
      financing activities:                                       |                         
|                                                                                         |                         
|Deferred
      financing costs withheld from proceeds from the sale of preferred stock   |                         
|                                                                                         |                         
|Deferred
      financing costs withheld from proceeds from the issuance of debt          |                         
|                                                                                         |                         
|Deferred
      acquisition costs withheld from proceeds from the sale of preferred stock |                         
|                                                                                         |                         
|Deferred
      acquisition costs withheld from proceeds from the issuance of debt        |                         
|                                                                                         |                         
|Costs
      associated with the sale of preferred stock                                  |                         
|                                                                                         |                         
|Cost
      of issuance of debt withheld from proceeds from the sale of preferred stock   |                         
|                                                                                         |                         
|Accrued
      preferred stock dividend                                                   |                         
|                                                                                         |                         
|Interest
      paid in kind                                                              |                         
|                                                                                         |                         
|Acquisition
      of equipment through capital leases                                    |                         
|                                                                                         |                         
|Issuance
      of shares pursuant to management contract                                 |                         

F-35

---

Schedule
  II

GOAMERICA,
  INC. 
  FINANCIAL STATEMENT SCHEDULE

Valuation
  and Qualifying Accounts and Reserves 
  Years Ended December 31, 2007, 2006 and 2005

|                                      | Balance at 
      Beginning of 
      Period | Additions: 
      Charged to Costs 
      and Expenses | Deductions | Balance at 
      End of 
      Period
|------------------------------------- | -------------------------------------------- | ------------------------------------------------------ | ---------- | --------------------------------------
|Year Ended
      December 31, 2007    |                                              |                                                        |            |                                       
|Allowance
      for doubtful accounts |                                              | $157                                                   |            | $407                                  
|Inventory
      Reserve               |                                              |                                                       |            | 18                                    
|                                      |                                              |                                                        |            |                                       
|Year Ended December
      31, 2006    |                                             
|Allowance
      for doubtful accounts |                                              | $278                                                   |            | $156                                  
|                                      |                                              |                                                        |            |                                       
|Year Ended December
      31, 2005    |                                             
|Allowance
      for doubtful accounts |                                              | $603                                                   |            | $318                                  
|Inventory
      Reserve               |                                              |                                                       |            | 12                                    

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

F-36

---