EXHIBIT 99.1

RISK FACTORS

RISKS PARTICULAR TO GOAMERICA

WE HAVE  HISTORICALLY  INCURRED  LOSSES AND THESE  LOSSES  WILL  CONTINUE IN THE
FORESEEABLE FUTURE.

      We have never  earned a profit.  We had net losses of $4.4  million,  $8.2
million, and $55.9 million for the years ended December 31, 2004, 2003 and 2002,
respectively. Since our inception, we have invested significant capital to build
our wireless  network  operations and e-commerce  systems as well as our billing
system.  We also have  provided  mobile  devices  made by third  parties  to our
customers at prices below our costs for such devices.  In addition,  although we
have reduced our exposure to  subscriber-related  costs through our relationship
with EarthLink,  our costs of subscriber revenue,  consisting principally of our
purchase of wireless airtime from network carriers,  have historically  exceeded
our subscriber  revenue.  Further,  we have  experienced  negative overall gross
margins,  which consist of margins on our subscriber  revenues,  equipment sales
and other revenue,  and may experience  negative  overall gross margins again in
the future. We will need to generate  increased revenue to become profitable and
sustain profitability on a quarterly and annual basis.

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

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

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

      o     prices for our  services  decrease as a result of reduced  demand or
            competitive pressures.

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

WE MAY BE UNABLE TO EXECUTE OUR BUSINESS STRATEGY.

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

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

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

      o     Streamlining of operations to enable superior customer support.  Our
            business  model  will be  materially  adversely  affected  if we are
            unable  to  offer  superior  customer  support  to deaf  and hard of
            hearing customers. In the past, capital constraints have limited our
            customer  support  functions.  We rely  upon  EarthLink  to  provide
            customer support in other aspects of our business,  but will need to
            provide  customer  support on our own or through  outsourcing in our
            Wynd Communications  business.  In order to provide such support, we
            have  contracted  with an experienced  third party  organization  to
            provide  secondary  customer and technical  support while leveraging
            internal resources to provide primary support.  We cannot assure you
            that our efforts in this area will be  successful  in improving  the
            quality of the interaction our customers have with us.

      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.

      Our strategy is centered on the pursuit of three  priorities,  centered on
our deaf,  hard of hearing and/or speech impaired  busineses:  (a) growth of our
core  wireless  services   business;   (b)  development  and  marketing  of  new
communications  services,  including  branded Internet  protocol and video relay
services;  and (c) effective  management of our  streamlined  operations.  If we
continue to operate unprofitably, if unanticipated contingencies arise or if new
business opportunities are presented to us, it will be necessary for us to raise
additional  capital either through public or private equity or debt financing to
primarily  finance the execution of our anticipated  strategic  initiatives.  At
this time,  we do not have any bank  credit  facility or other  working  capital
credit line under which we may borrow funds for working capital or other general
corporate  purposes.  If our  plans  or  assumptions  change  or are  inaccurate
regarding  new lines of  business  within  our  target  market,  timeliness  and
effectiveness  of  implementation  of new  services  we expect to offer,  and/or
weakness or lack of appreciable growth in our core business,  we may be required
to seek additional capital.
<PAGE>

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

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

OUR LIMITED CASH  RESOURCES  WILL LIKELY  RESTRICT OUR  FLEXIBILITY  AND OVERALL
OPERATIONS.

      In order for us to execute our new business plan, it will be necessary for
us to  continue  to  operate  under  significant  budgetary  constraints.  These
constraints limit our ability to respond to business  opportunities or issues as
they arise. Since the wireless communications industry remains in an early stage
and its needs are dynamic,  our budgetary  constraints may adversely  affect our
ability to respond to market demands and our ability to compete.

WE HAVE ONLY A LIMITED OPERATING  HISTORY,  WHICH MAKES IT DIFFICULT TO EVALUATE
AN INVESTMENT IN OUR COMMON STOCK.

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

      o     manage our  dependence  on wireless  data  services  which have only
            limited market acceptance to date;

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

      o     negotiate and maintain favorable usage rates with telecommunications
            carriers;

      o     retain and expand our subscriber base at profitable rates;

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

      o     manage  expanding  operations,  including  our ability to expand our
            systems if our subscriber base grows substantially;

      o     attract and retain management and technical personnel; and

      o     anticipate  and  respond  to  market   competition  and  changes  in
            technologies such as wireless data protocols and wireless devices.

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

WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR STOCKHOLDERS AND DISRUPTION OF OUR BUSINESS.

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

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

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

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

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

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

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

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

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

STEPS WE HAVE TAKEN IN THE PAST FEW YEARS TO RESPOND TO OUR DIMINISHED LIQUIDITY
MAY NEGATIVELY IMPACT OUR ABILITY TO DO BUSINESS IN THE FUTURE.

      We have taken many steps  since 2002 that we may not have taken had we had
substantial   additional  liquidity.   In  addition  to  our  relationship  with
EarthLink,  we have implemented  substantial  cost-cutting  measures in order to
survive. Among other things, we:
<PAGE>

      o     reduced our headcount  from 225 employees at December 31, 2001 to 35
            employees at December 31, 2004;

      o     reduced  our   expenditures   on  development   from   approximately
            $4,174,000 in 2001 to approximately $507,000 in 2004;

      o     reduced  our   expenditures   on  advertising   from   approximately
            $4,900,000 in 2001 to approximately $17,000 in 2004; and

      o     reduced our office space under lease from approximately 66,000 total
            square  feet at  December  31, 2001 to  approximately  10,000  total
            square feet at December 31, 2004.

      We  understand  that our  capacity to do business may have been damaged by
the cutbacks which we were forced to implement.  If we are unable to restore our
capacity, our business could be significantly and adversely affected.

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.  Even  with  the net  proceeds  from our
recently completed private placement, we may be unable to develop and expand our
systems and operations or implement our new business plan for one or more of the
following reasons:

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

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

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

      o     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 wireless  data services if we experience
            rapid growth could significantly adversely affect our reputation and
            brand name which could reduce  demand for our services and adversely
            affect our business, financial condition and operating results.

OUR BUSINESS PROSPECTS DEPEND IN PART ON OUR ABILITY TO MAINTAIN AND IMPROVE OUR
SERVICES AS WELL AS TO DEVELOP NEW SERVICES.

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

IF WE DO NOT RESPOND  EFFECTIVELY  AND ON A TIMELY BASIS TO RAPID  TECHNOLOGICAL
CHANGE, OUR BUSINESS COULD SUFFER.

      The wireless  and data  communications  industries  are  characterized  by
rapidly  changing   technologies,   industry   standards,   customer  needs  and
competition,  as well as by frequent new product and service introductions.  Our
services  are  integrated  with  wireless  handheld  devices  and  must  also be
compatible  with the data networks of wireless  carriers.  In certain aspects of
our  business,  our services  must be  integrated  with the computer  systems of
corporate customers. We must respond to technological changes affecting both our
customers and  suppliers.  We may not be successful in developing and marketing,
on a timely and cost-effective basis, new services that respond to technological
changes,  evolving  industry  standards or changing customer  requirements.  Our
success will depend,  in part, on our ability to accomplish all of the following
in a timely and cost-effective manner:

      o     effectively use and integrate new technologies;

      o     continue to develop our technical expertise;

      o     enhance our wireless data, engineering and system design services;

      o     develop applications for new wireless networks and services;

      o     develop services that meet changing customer needs;

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

      o     advertise and market our services.

WE DEPEND UPON WIRELESS 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 wireless  carriers  such as Velocita
(formerly  Cingular  Interactive),  Motient  and  WebLink  Wireless  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
recent years, certain wireless carriers experienced  financial  difficulties and
sought  protection  under the  bankruptcy  laws. We cannot assure you that these
companies  will emerge  from  bankruptcy  or that  others will not seek  similar
protection.  Such bankruptcies may result in discontinued or interrupted service
and fewer network alternatives. In addition, although we have some forward price
protection  in our  existing  agreements  with  certain  carriers,  we  could be
adversely  affected if wireless  carriers  were to increase  the prices of their
services.  Our existing  agreements  with the wireless  carriers  generally have
one-to-three  year terms.  Some of these wireless carriers are, or could become,
our competitors.
<PAGE>

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
wireless  data   communications   services.   Should  our   relationships   with
distribution parties cease or be less successful than anticipated,  our business
results of operations,  and financial  conditions 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. A major  part of our  compensation  to our key  employees  is in the form of
stock option  grants.  The  prolonged  depression in our stock price has made it
difficult  for us to retain  our  employees  and  recruit  additional  qualified
personnel.

WIRELESS  DATA  SYSTEMS  FAILURES  COULD  HARM  OUR  BUSINESS  BY  INJURING  OUR
REPUTATION  OR LEAD TO CLAIMS OF LIABILITY  FOR  DELAYED,  IMPROPER OR UNSECURED
TRANSMISSION OF DATA.

      A significant  barrier to the growth of  electronic  commerce and wireless
data  services  has been  the  need for  secure  and  reliable  transmission  of
confidential  information.  Our existing wireless data 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 wireless 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.  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.
<PAGE>

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 wireless data services,  we
rely on wireless 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 in the wireless data  communications
market 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  wireless
carriers,   wireless  handheld  device  manufacturers  and  data  providers  are
non-exclusive.  Our  competitors  may use the  same  products  and  services  in
competition with us. With time and capital, it would be possible for competitors
to replicate our services and offer similar services at a lower price. We expect
that we will  compete  primarily  on the  basis of the  functionality,  breadth,
quality  and  price of our  services.  Our  current  and  potential  competitors
include:

      o     wireless network carriers,  such as Cingular AT&T Wireless,  Verizon
            Wireless,  Velocita, Sprint PCS, T-Mobile and Nextel Communications,
            Inc.;

      o     wireless software application  developers such as IBM, Microsoft and
            Sybase and

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

OUR  INTELLECTUAL  PROPERTY  RIGHTS MAY NOT BE  ADEQUATELY  PROTECTED  UNDER THE
CURRENT STATE OF THE LAW.

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

WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS AND
WE MAY INCUR DEFENSE COSTS AND POSSIBLY ROYALTY OBLIGATIONS OR LOSE THE RIGHT TO
USE TECHNOLOGY IMPORTANT TO OUR BUSINESS.

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

WE MAY BE SUBJECT TO LIABILITY FOR  TRANSMITTING  CERTAIN  INFORMATION,  AND OUR
INSURANCE COVERAGE MAY BE INADEQUATE TO PROTECT US FROM THIS LIABILITY.

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

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT  FLUCTUATIONS AND, AS
A RESULT,  PERIOD-TO-PERIOD  COMPARISONS  OF OUR RESULTS OF  OPERATIONS  ARE NOT
NECESSARILY MEANINGFUL.

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

      o     the demand for and market acceptance of our services;

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

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

      o     technical   difficulties  or  network  downtime  affecting  wireless
            communications generally;

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

      o     economic conditions specific to our industry.

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

IF WE FAIL TO MANAGE GROWTH  EFFECTIVELY,  OUR BUSINESS COULD BE DISRUPTED WHICH
COULD HARM OUR OPERATING RESULTS.

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

WE ARE VULNERABLE TO CIRCUMSTANCES  OUTSIDE OF OUR CONTROL WHICH COULD SERIOUSLY
DISRUPT OUR BUSINESS.

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

      o     fire, flood, and other natural disasters;

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

      o     computer viruses.

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

RISKS PARTICULAR TO OUR INDUSTRY

THE MARKET FOR OUR SERVICES IS HIGHLY UNCERTAIN.

      The market for wireless  data  services has grown  rapidly in recent years
and the number and  variety of  competitive  services  is  significant.  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 wireless data 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.

<PAGE>

NEW LAWS AND  REGULATIONS  THAT IMPACT OUR INDUSTRY COULD  MATERIALLY  ADVERSELY
AFFECT OUR BUSINESS.

      We  are  not  currently  subject  to  direct  regulation  by  the  Federal
Communications   Commission  or  any  other  governmental   agency,  other  than
regulations applicable to businesses in general.  However, in the future, we may
become  subject  to  regulation  by the FCC or  another  regulatory  agency.  In
addition,  the wireless carriers who supply us airtime 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.

RISKS PARTICULAR TO STOCK PRICE

OUR  STOCK  PRICE,  LIKE  THAT OF MANY  TECHNOLOGY  COMPANIES,  HAS BEEN AND MAY
CONTINUE TO BE VOLATILE.

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

      o     announcements of technological or competitive developments;

      o     acquisitions or strategic alliances by us or our competitors;

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

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

      o     general market or economic conditions.

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

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

WE HAVE ISSUED A  SUBSTANTIAL  NUMBER OF WARRANTS  THAT ENABLE THEIR  HOLDERS TO
PURCHASE OUR COMMON STOCK AT A PRICE OF $12.00 PER SHARE,  WHICH COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

As a result of our 2004  private  placement,  we  issued  warrants  to  purchase
144,731   shares  of  our   common   stock  at  a  price  of  $12.00  per  share
(splits-adjusted).

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

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

WE HAVE  ANTI-TAKEOVER  DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION  AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

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

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.