UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2005
                          Commission File No. 0-29359

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

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

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

                                 (201) 996-1717
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

      Indicate by check mark whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

      Yes: |X|                No: |_|

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act):

      Yes: |_|                No: |X|

      Indicate  the  number of shares  outstanding  of each of the  Registrant's
classes of common stock, as of July 31, 2005:

           Class                                                Number of Shares
           -----                                                ----------------
Common Stock, $.01 par value                                        2,093,451


<PAGE>

                                 GOAMERICA, INC.

                                TABLE OF CONTENTS

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

      Item 1.  Financial Statements (June 30, 2005 and 2004 are unaudited)... 1

             Condensed Consolidated Balance Sheets as of June 30, 2005
                  and December 31, 2004...................................... 2

             Condensed Consolidated Statements of Operations for the Three
                  and Six Months Ended June 30, 2005 and 2004................ 3

             Condensed Consolidated Statements of Cash Flows for the Six
                  Months Ended June 30, 2005 and 2004........................ 4

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

      Item 2.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations General............... 10

                 Critical Accounting Policies and Estimates.................. 10

                 Results of Operations....................................... 11

                 Liquidity and Capital Resources............................. 18

      Item 3.    Quantitative and Qualitative Disclosures About Market Risk.. 20

      Item 4.    Controls and Procedures..................................... 20

PART II.    OTHER INFORMATION................................................

      Item 1.    Legal Proceedings........................................... 21

      Item 6.    Exhibits.................................................... 21

SIGNATURES................................................................... 22


                                      -i-

<PAGE>


                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements


                                      -1-
<PAGE>

                                 GOAMERICA, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                             June 30,      December 31,
                                                                                               2005            2004
                                                                                            -------------------------
                                                                                            (Unaudited)
<S>                                                                                         <C>             <C>
Assets
Current assets:
       Cash and cash equivalents .....................................................      $   6,077       $   7,098
       Accounts receivable, net ......................................................          1,717           1,530
       Other receivables .............................................................             --             732
       Merchandise inventories, net ..................................................            316             123
       Prepaid expenses and other current assets .....................................            347             219
                                                                                            ---------       ---------
Total current assets .................................................................          8,457           9,702
Restricted cash ......................................................................            300             604
Property, equipment and leasehold improvements, net ..................................            816             940
Goodwill, net ........................................................................          6,000           6,000
Trade names and other intangible assets, net .........................................            197             639
Other assets .........................................................................            156             101
                                                                                            ---------       ---------
                                                                                            $  15,926       $  17,986
                                                                                            =========       =========

Liabilities and stockholders' equity
Current liabilities:
       Accounts payable ..............................................................      $     456       $     348
       Accrued expenses ..............................................................            565             538
       Deferred revenue ..............................................................            132             285
       Other current liabilities .....................................................             --               1
                                                                                            ---------       ---------
Total current liabilities ............................................................          1,153           1,172
Commitments and contingencies

Stockholders' equity:
       Common stock,  $.01 par value, authorized: 200,000,000 shares in
       2005 and 2004; issued: 2,117,514 in 2005 and 2,117,339 in 2004 ................             21              21
       Additional paid-in capital ....................................................        285,856         285,854
       Accumulated deficit ...........................................................       (270,918)       (268,875)
       Treasury stock, at cost, 24,063 shares in 2005 and 2004 .......................           (186)           (186)
                                                                                            ---------       ---------
Total stockholders' equity ...........................................................         14,773          16,814
                                                                                            ---------       ---------
                                                                                            $  15,926       $  17,986
                                                                                            =========       =========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -2-
<PAGE>

                                 GOAMERICA, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                 (In thousands, except share and per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended June 30,          Six Months Ended June 30,
                                                           -----------------------------------------------------------------
                                                               2005             2004              2005              2004
                                                           -----------------------------------------------------------------
<S>                                                        <C>               <C>               <C>               <C>
Revenues:
     Subscriber .....................................      $       632       $     1,523       $     1,419       $     3,389
     Prepaid services ...............................              534                --             1,425                --
     Relay services .................................              312                --               445                --
     Equipment ......................................              139                70               241               106
     Other ..........................................              291                 4               406                50
                                                           -----------       -----------       -----------       -----------
                                                                 1,908             1,597             3,936             3,545
Costs and expenses:
     Cost of subscriber airtime .....................              234               739               519             1,607
     Cost of network operations .....................               71               155               165               448
     Cost of equipment revenue ......................              193                80               298               114
     Cost of prepaid services .......................              581                --             1,411                --
     Sales and marketing, net .......................              342               209               453               378
     General and administrative .....................            1,108             1,325             2,352             2,830
     Research and development .......................              105               117               159               308
     Depreciation and amortization ..................              126               216               256               496
     Amortization of other intangibles ..............              221               183               442               435
                                                           -----------       -----------       -----------       -----------
                                                                 2,981             3,024             6,055             6,616
                                                           -----------       -----------       -----------       -----------
Loss from operations ................................           (1,073)           (1,427)           (2,119)           (3,071)
Other income (expense):
Settlement gains (losses), net ......................               --                --                --             1,621
Interest income (expense), net ......................               38                36                76            (1,029)
                                                           -----------       -----------       -----------       -----------
Total other income (expense), net ...................               38                36                76               592
                                                           -----------       -----------       -----------       -----------
Net loss ............................................      $    (1,035)      $    (1,391)      $    (2,043)      $    (2,479)
                                                           ===========       ===========       ===========       ===========

Basic net loss per share ............................      $     (0.49)      $     (0.68)      $     (0.98)      $     (1.62)
                                                           ===========       ===========       ===========       ===========
Diluted net loss per share ..........................      $     (0.49)      $     (0.68)      $     (0.98)      $     (1.62)
                                                           ===========       ===========       ===========       ===========
Weighted average shares used in computation of
   basic net loss per share .........................        2,093,451         2,056,271         2,093,441         1,526,219

Weighted average shares used in computation of
   diluted net loss per share .......................        2,093,451         2,056,271         2,093,441         1,526,219
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -3-
<PAGE>

                                 GOAMERICA, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Six Months Ended June 30,
                                                                               ---------------------------
                                                                                  2005             2004
                                                                               ---------------------------
<S>                                                                            <C>              <C>
Operating activities
Net loss ................................................................      $   (2,043)      $   (2,479)
Adjustments to reconcile net loss to net cash used in operating
   activities:
  Depreciation and amortization of fixed assets .........................             256              496
  Amortization of other intangible assets ...............................             442              435
  Amortization of deferred financing costs ..............................              --              624
  Amortization of discount on bridge note payable .......................              --              390
  Provision for losses on accounts receivable ...........................              25               --
  Common stock issued for interest expense ..............................              --               19
  Settlement gains, net .................................................              --           (1,621)
    Changes in operating assets and liabilities:
    Increase in accounts receivable .....................................            (212)             (27)
    Decrease in other receivables .......................................             732              534
    (Increase) decrease in merchandise inventories ......................            (193)               4
    Increase in prepaid expenses and other current assets ...............            (128)            (435)
    Increase (decrease) in accounts payable .............................             108           (1,075)
    Increase (decrease) in accrued expenses .............................              27             (334)
    Decrease in deferred revenue ........................................            (153)            (259)
                                                                               ----------       ----------
Net cash used in operating activities ...................................          (1,139)          (3,728)

Investing activities
Change in other assets and restricted cash ..............................             249             (398)
Purchase of property, equipment and leasehold improvements ..............            (132)              --
                                                                               ----------       ----------
Net cash provided by (used in) investing activities .....................             117             (398)

Financing activities
Issuance of common stock, net of related expenses .......................              --           12,770
Issuance of common stock for exercise of stock options and warrants .....               2              211
Purchase of treasury stock ..............................................              --             (180)
Increase in deferred financing costs ....................................              --             (139)
Payments made on capital lease obligations ..............................              (1)              (5)
                                                                               ----------       ----------
Net cash provided by financing activities ...............................               1           12,657
                                                                               ----------       ----------

Net increase (decrease) in cash and cash equivalents ....................          (1,021)           8,531
Cash and cash equivalents at beginning of period ........................           7,098              568
                                                                               ----------       ----------
Cash and cash equivalents at end of period ..............................      $    6,077       $    9,099
                                                                               ==========       ==========

Supplemental Disclosure of Non-Cash Investing Activities:
Common stock issued in connection with conversion of bridge note ........      $       --       $    1,015
Common stock issued in connection with vendor settlements ...............      $       --       $      451
Application of deferred financing costs against proceeds from the
   sale of stock .......................................................       $       --       $     (606)
</TABLE>


                                      -4-
<PAGE>

                                 GOAMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                 (In thousands, except share and per share data)

Note 1 - Basis of Presentation:

      The accompanying  unaudited condensed  consolidated  financial  statements
have been prepared in accordance with accounting  principles  generally accepted
in the United States for interim financial information and with the instructions
to Form  10-Q and Rule  10-01 of  Regulation  S-X and  include  the  results  of
GoAmerica, Inc. and its wholly-owned subsidiaries (collectively, the "Company").
Accordingly,  certain information and footnote disclosures required in financial
statements prepared in accordance with accounting  principles generally accepted
in the United  States  have been  condensed  or  omitted.  In the opinion of the
Company's  management,  the accompanying  unaudited financial statements contain
all  adjustments  (consisting  only of normal  recurring  adjustments  except as
otherwise  disclosed herein) which the Company considers  necessary for the fair
presentation  of its financial  position as of June 30, 2005, the results of its
operations  for the three and six month periods ended June 30, 2005 and 2004 and
its cash flows for the six month  periods  ended June 30,  2005 and 2004.  These
financial  statements  should be read in conjunction with the Company's  audited
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K (as amended) for the year ended December 31, 2004.

      The Company is highly  dependent  on  EarthLink,  Inc.  ("Earthlink")  for
billing and collections,  customer support and technical  support for certain of
the  Company's  subscribers.  Additionally,  the Company is highly  dependent on
EarthLink  and other  third  parties  for  wireless  communication  devices  and
wireless  network  connectivity.  The Company  operates in a highly  competitive
environment  subject  to  rapid  technological   change  and  emergence  of  new
technology.  Although  management  believes  its services  are  transferable  to
emerging  technologies,  rapid  changes  in  technology  could  have an  adverse
financial  impact on the  Company.  In addition,  the majority of the  Company's
other revenue is earned through commissions derived from a master agreement with
T-Mobile.

      During the fourth quarter of 2004, the Company  commenced  selling prepaid
calling card services.  The Company sells prepaid calling cards via two methods:
1) as a distributor in which the Company has no future obligation to provide the
usage embedded in the card and 2) as a Company branded card in which the Company
is obligated to provide usage service utilizing its own infrastructure until the
obligation to provide the service is either completed or the card expires.

      Prepaid airtime sold to customers is recorded as deferred revenue prior to
the  commencement of services and revenue is recognized when airtime is utilized
or the card  expires.  Revenue from calling cards sold to customers in which the
Company has no obligation to provide  airtime service is recorded at the time of
the delivery of the cards to the customer,  provided  that  collection is deemed
probable.

      Commencing  in the later part of March 2005,  the Company  began  deriving
relay  service  revenues  from a wireless  Internet  Relay  service  marketed in
conjunction  with  Sprint  Corporation  and our  i711.com(TM)  branded  Internet
service.  Revenue from relay  services is recognized as the service is provided.
Additionally,  the Company  records  other  revenues from  commissions  received
through the  acquisition of subscribers on behalf of various  network  providers
with which the Compny does not have reseller  agreements.  These commissions are
recognized as revenue in the period earned.

      The Company has incurred significant  operating losses since its inception
and, as of June 30, 2005, has an accumulated deficit of $270,918. During the six
months ended June 30, 2005,  the Company  incurred a net loss of $2,043 and used
$1,139 of cash to fund  operating  activities.  As of June 30, 2005, the Company
had $6,077 in cash and cash equivalents.

      Results for the interim period are not  necessarily  indicative of results
that may be expected for the entire year or for any other interim period.


                                      -5-
<PAGE>

Note 2 - Significant Accounting Policies:

Recent Accounting Pronouncements

      In  January  2003,  the FASB  issued  interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities".  The primary  objectives of this
interpretation  are to provide  guidance on the  identification  of entities for
which  control is  achieved  through  means  other than  through  voting  rights
("variable  interest  entities")  and how to determine  when and which  business
enterprise (the "primary  beneficiary") should consolidate the variable interest
entity.  This new model for  consolidation  applies to an entity in which either
(i) the equity investors (if any) do not have a controlling  financial interest;
or (ii) the equity  investment at risk is  insufficient to finance that entity's
activities  without  receiving  additional  subordinated  financial support from
other parties.  In addition,  FIN 46 requires that the primary  beneficiary,  as
well as all other enterprises with a significant  variable interest entity, make
additional disclosures. Certain disclosure requirements of FIN 46 were effective
for financial  statements  issued after January 31, 2003. In December  2003, the
FASB issued FIN 46 (revised December 2003),  "Consolidation of Variable Interest
Entities"  ("FIN 46-R") to address  certain FIN 46  implementation  issues.  The
effective  dates  and  impact  of FIN 46  and  FIN  46-R  are  as  follows:  (i)
Special-purpose entities ("SPEs") created prior to February 1, 2003. The Company
must apply either the  provisions of FIN 46 or early adopt the provisions of FIN
46-R at the end of the first  interim or annual  reporting  period  ended  after
December 15, 2003. (ii) Non-SPEs  created prior to February 1, 2003. The Company
was  required  to  adopt  FIN 46-R at the end of the  first  interim  or  annual
reporting period ending after March 15, 2004. (iii) All entities,  regardless of
whether  an  SPE,  that  were  created  subsequent  to  January  31,  2003;  the
interpretation  applies immediately.  The Company does not have any arrangements
with  variable  interest  entities  that  will  require  consolidation  of their
financial information in the Company's financial statements.

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

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

      In December 2004, the FASB issued SFAS 123R,  "Share-Based Payment".  SFAS
123R  establishes  that employee  services  received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those  expenses be measured at fair value  determined as of the grant date.
The provisions of SFAS 123R become effective to the Company beginning January 1,
2006.  The Company is currently  evaluating the effect the adoption of SFAS 123R
will have on the Company's financial condition and results of operations.

Note 3 - Earnings Per Share:

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

      Under  the  provisions  of SFAS 128 and SAB 98,  basic  loss per  share is
computed  by   dividing   the   Company's   net  loss  for  the  period  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share  excludes  potential  common  shares if the effect is
anti-dilutive.  Diluted loss per share is determined in the same manner as basic
loss per share except that the number of shares is increased  assuming  exercise
of dilutive stock options and warrants  using the treasury stock method.  As the
Company had a net loss, the impact of the assumed  exercise of the stock options
and warrants is anti-dilutive and as such, these amounts have been excluded from
the  calculation  of diluted  loss per share.  For the six months ended June 30,
2005 and 2004,  290,605  and  242,447 of common  stock  equivalent  shares  were
excluded from the computation of diluted net loss per share.


                                      -6-
<PAGE>

Note 4 - Goodwill and Other Intangible Assets:

      The Company follows SFAS No. 142, "Goodwill and Other Intangible  Assets".
Under SFAS No. 142,  goodwill and other intangible  assets with indefinite lives
are no longer  amortized  but are  reviewed  for  impairment  annually,  or more
frequently if impairment  indicators  arise.  The Company  believes there are no
such impairment indicators at June 30, 2005.


      The following table summarizes other  intangibles  subject to amortization
at the dates indicated:

<TABLE>
<CAPTION>
                                 June 30, 2005                              December 31, 2004
                       Gross                                     Gross
                     Carrying     Accumulated                    Carrying     Accumulated
                       Amount     Amortization       Net          Amount      Amortization        Net
                    -------------------------------------------------------------------------------------
<S>                 <C>            <C>            <C>           <C>            <C>            <C>
Trade Names         $    4,572     $   (4,572)    $       --    $    4,572     $   (4,388)    $      184
Technology               3,017         (3,017)            --         3,017         (3,017)            --
Customer Lists           2,258         (2,258)            --         2,258         (2,258)            --
Other                      935           (738)           197           935           (480)           455
                    -------------------------------------------------------------------------------------
                    $   10,782     $  (10,585)    $      197    $   10,782     $  (10,143)    $      639
                    ====================================================================================
</TABLE>

      Amortization  expense for other intangibles  totaled $442 and $435 for the
six  months  ended  June  30,  2005 and  2004,  respectively.  Future  aggregate
amortization expense for intangible assets is estimated to be:

Six Months Ending December 31, 2005    $  197

Note 5 - Stock-based Compensation:

      The Company accounts for employee  stock-based  compensation in accordance
with  Accounting  Principles  Board (APB) Opinion No. 25,  "Accounting for Stock
Issued to Employees",  using an intrinsic value approach to measure compensation
expense, if any. Under this method, compensation expense is recorded on the date
of the grant only if the current  market price of the  underlying  stock exceeds
the  exercise  price.  Options  issued to  non-employees  are  accounted  for in
accordance  with  SFAS  123,  "Accounting  for  Stock-Based  Compensation",  and
Emerging  Issues Task Force  ("EITF")  Issue No. 96-18,  "Accounting  for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods and Services", using a fair value approach.

      SFAS No. 123 established  accounting and disclosure  requirements  using a
fair  value-basis  method of accounting for  stock-based  employee  compensation
plans. As presently allowed by SFAS No. 123, the Company has elected to continue
to apply the intrinsic value-based method of accounting described above, and has
adopted the disclosure  requirements of SFAS No. 123. Had the Company elected to
recognize  compensation cost based on the fair value of the stock options at the
date of grant under SFAS 123, such costs would have been recognized ratably over
the vesting period of the underlying  instruments and the Company's net loss and
net  loss per  common  share  would  have  increased  to the pro  forma  amounts
indicated in the table below.

<TABLE>
<CAPTION>
                                                                       Three months ended June 30,      Six months ended June 30,
                                                                       ---------------------------     --------------------------
                                                                           2005           2004             2005           2004
                                                                       -----------     -----------     -----------     -----------
<S>                                                                    <C>             <C>             <C>             <C>
Net loss, as reported .............................................    $    (1,035)    $    (1,391)    $    (2,043)    $    (2,479)

Deduct: Stock-based employee compensation expense included in
reported net loss .................................................             --              --              --              --

Add: Total stock-based employee compensation expense determined
under fair value based method for all awards ......................           (413)           (992)           (826)         (1,984)
                                                                       -----------     -----------     -----------     -----------
Pro forma net loss ................................................    $    (1,448)    $    (2,383)    $    (2,869)    $    (4,463)
                                                                       -----------     -----------     -----------     -----------
Loss per share - basic, as reported ...............................    $     (0.49)    $     (0.68)    $     (0.98)    $     (1.62)
                                                                       -----------     -----------     -----------     -----------
Loss per share - diluted, as reported .............................    $     (0.49)    $     (0.68)    $     (0.98)    $     (1.62)
                                                                       -----------     -----------     -----------     -----------
Pro forma loss per share - basic ..................................    $     (0.69)    $     (1.16)    $     (1.37)    $     (2.92)
                                                                       -----------     -----------     -----------     -----------
Pro forma loss per share - diluted ................................    $     (0.69)    $     (1.16)    $     (1.37)    $     (2.92)
                                                                       -----------     -----------     -----------     -----------
</TABLE>


                                      -7-
<PAGE>

      The pro forma  results  above are not  intended to be  indicative  of or a
projection of future results.

Note 6 - Contingencies:

      On July 31, 2002,  GoAmerica filed suit against Flash Creative Management,
Inc. ("Flash") and certain former officers and shareholders of Flash (the "Flash
Defendants")  in the United States District Court for the District of New Jersey
for alleged  violations of federal and state  securities  law and alleged common
law fraud in connection with  GoAmerica's  acquisition of the assets of Flash in
November 2000. In October 2002,  each of the Flash  Defendants  filed answers to
GoAmerica's  complaint denying all of the Company's charges, with the individual
Flash  Defendants  adding  counterclaims  against the Company and certain  named
officers alleging, among other things, fraudulent misrepresentation,  violations
of state securities law and unjust  enrichment in excess of $1,000.  The parties
have agreed to a mutually satisfactory and confidential settlement of the claims
between them,  pursuant to which no party admitted liability of any kind and any
and all prior  assertions of fraud,  breach of fiduciary duty,  termination with
cause and/or constructive discharge have been withdrawn.

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

      In the first quarter of 2005, the Company  reclassified $300 of restricted
cash to operating  cash to reflect an informal  arrangement  between the Company
and one of its carrier  providers which allowed for a reduction in the amount of
the required letter of credit and related  supporting cash account.  The Company
expects to  finalize  this  arrangement  including a new letter of credit in the
near future.

Note 7 - Business Segment Information:

      The Company has two reportable business segments:  Wireless Data Solutions
and Prepaid  Services.  The  operating  results of these  business  segments are
distinguishable and regularly reviewed by the Company's executive officers.  The
Company  evaluates the  performance of its business  segments based primarily on
operating  income  (loss).  All overhead is allocated to the business  segments,
except for  certain  specific  corporate  costs,  such as  corporate  management
compensation,  corporate  legal,  accounting  and  governance  costs and certain
insurance and facilities  costs.  Operating  results  presented for the business
segments of the Company are as follows (in thousands):

<TABLE>
<CAPTION>
                                                  Wireless Data   Prepaid
                                                    Solutions     Services      Corporate       Total
        Three Months Ended June 30, 2005:           ---------     ---------     ---------     ---------
<S>                                                 <C>           <C>           <C>           <C>
      Revenue ................................      $   1,374     $     534     $      --     $   1,908
      Operating loss .........................      $    (500)    $    (169)    $    (404)    $  (1,073)
                                                    ---------     ---------     ---------     ---------

      Three Months Ended June 30, 2004:

      Revenue ................................      $   1,597     $      --     $      --     $   1,597
      Operating loss .........................      $    (965)    $      --     $    (462)    $  (1,427)
                                                    ---------     ---------     ---------     ---------

        Six Months Ended June 30, 2005:

      Revenue ................................      $   2,447     $   1,489     $      --     $   3,936
      Operating loss .........................      $  (1,005)    $    (309)    $    (805)    $  (2,119)
                                                    ---------     ---------     ---------     ---------

        Six Months Ended June 30, 2004:

      Revenue ................................      $   3,545     $      --     $      --     $   3,545
      Operating loss .........................      $  (2,032)    $      --     $  (1,039)    $  (3,071)
                                                    ---------     ---------     ---------     ---------
</TABLE>


                                      -8-
<PAGE>

Note 8 - Short Term Loan Agreement:

      On May 2, 2005, the Company  entered into a short term loan agreement with
Hands On Video Relay Services,  Inc., a Delaware corporation,  and Hands On Sign
Language Services,  Inc., a California corporation  (collectively,  "Hands On").
The Company may be required to loan Hands On an  aggregate  of $1,000  under the
loan  agreement  under  certain  circumstances.  All  amounts  that the  Company
advances to Hands On pursuant to this agreement will be secured,  initially,  by
the assets  acquired  with such funds and will bear  interest at a defined prime
rate. If Hands On breaches any material  provision of any definitive  agreement,
the balance of principal and accrued  interest will become  immediately  due and
payable  and Hands On will  grant the  Company a broader  security  interest  in
substantially  all of its assets until amounts due under the loan  agreement are
paid.  As of June 30, 2005,  the Company had advanced $124 to Hands On under the
loan agreement.

Note 9 - Subsequent Event:

      On July 6,  2005,  the  Company  entered  into an  Agreement  and  Plan of
Reorganization  with Hands On.  Under the  agreement,  the two Hands On entities
will merge with two newly formed  acquisition  subsidiaries of the Company,  and
the  shareholders  of Hands On will receive a number of shares of the  Company's
common stock approximately equal to the number of shares of the Company's common
stock outstanding immediately prior to the closing.  Completion of the merger is
subject to shareholder approval by the shareholders of the Company and Hands On,
and other customary closing conditions. Pursuant to the agreement, the principal
shareholders  of Hands  On have  agreed  to vote  their  shares  in favor of the
merger.  Completion of the merger is expected to occur during the fourth quarter
of 2005.


                                      -9-
<PAGE>

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

      General

      GoAmerica(R) is a communications service provider,  offering wireless data
solutions  primarily  for  consumers  who  are  deaf,  hard  of  hearing  and/or
speech-impaired  and  telecommunication  services in the form of prepaid calling
cards.  We currently  develop,  market and support most wireless data  solutions
through Wynd Communications Corporation, a wholly owned subsidiary of GoAmerica.
Wynd   Communications   offers  enhanced   services  known  as  WyndTell(R)  and
WyndPower(TM),   which  assist  our  deaf  or  hard  of  hearing   customers  in
communicating  from most  major  metropolitan  areas in the  continental  United
States and parts of Canada.  WyndTell and WyndPower  allow customers to send and
receive email messages to and from any email  service,  provide for delivery and
acknowledgements  of sent messages that are read, send and receive TTY/TDD (text
telephone or teletypewriter)  messages,  faxes, and text-to-speech messages, and
access the Internet using such wireless computing devices as Research in Motion,
or RIM,  wireless  handheld  devices,  certain  Motorola  paging devices and the
T-Mobile  Sidekick,  Fido hiptop,  and SunCom hiptop  devices  running on Danger
Inc.'s hiptop platform. In addition to Wyndtell, we began offering "Sprint Relay
Wireless, Powered By GoAmerica" as a standard feature across all of the WyndTell
service  offerings that operate on certain RIM handheld devices and the T-Mobile
Sidekick.  Additionally,  GoAmerica  continues to support  customers who use our
proprietary   software  technology  called  Go.Web(TM).   By  utilizing  Go.Web,
businesses can improve the productivity of employees by enabling secure wireless
access  to  corporate  data on many  wireless  computing  devices  and over many
wireless data networks.  Our Go.Web  technology can be hosted and supported in a
secure  network  operations  center  maintained  by GoAmerica or its third party
outsourcing  provider  or  installed  behind an  enterprise's  network  security
system, commonly know as the firewall. Customers who opt to install the software
do so by purchasing our proprietary Go.Web Enterprise Server,  formally known as
Go.Web  OnPrem(TM),  technology.  The Wynd  Communications  and Go.Web  services
transmit over most major  wireless data  networks in North  America.  During the
fourth quarter of 2004, we commenced  selling prepaid calling card services.  We
sell prepaid calling cards in two methods:  1) as a distributor in which we have
no future  obligation  to  provide  the usage  embedded  in the card and 2) as a
Company  branded  card in  which  we are  obligated  to  provide  usage  service
utilizing our own infrastructure  until the obligation to provide the service is
either  completed  or the card  expires.  Commencing  in the later part of March
2005,  the Company began offering our  i711.com(TM)  branded  Internet  service,
which uses Nordia, Inc.'s technology platform and relay operators (also referred
to as Communication Assistants or "CA's") to facilitate calls.

      Our  wireless  data  solutions  revenues  are  derived   principally  from
subscription  to our  value-added  wireless data services,  for which  customers
typically  pay  monthly  recurring  fees.  We derive  additional  wireless  data
solutions   revenue   from  the  sale  of   wireless   communications   devices.
Additionally,  the Company  derives  other  revenues from  commissions  received
through the  acquisition of subscribers on behalf of various  network  providers
with which we do not have  reseller  agreements.  We continue  to  engineer  our
technology to operate with new versions of wireless devices as they emerge.

         Critical Accounting Policies and Estimates

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


                                      -10-
<PAGE>

      Management  believes the following  critical  accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its  consolidated  financial  statements.  Historically,  we have
derived our revenue  primarily from the sale of basic and  value-added  wireless
data  services  and the  sale of  related  mobile  devices.  Subscriber  revenue
consists  primarily of monthly charges for access and usage and is recognized as
the services are provided.  Equipment revenue is recognized upon shipment to the
end user.  Prepaid  airtime sold to  customers  is recorded as deferred  revenue
prior to the  commencement of services and revenue is recognized when airtime is
utilized or the card  expires.  Revenue from calling  cards sold to customers in
which the Company has no  obligation to provide  airtime  service is recorded at
the time of the delivery of the cards to the customer,  provided that collection
is deemed probable.  Revenue from relay services is recognized as the service is
provided.  Commissions received through the acquisition of subscribers on behalf
of various network  providers with which we do not have reseller  agreements are
recognized as revenue in the period earned.  We estimate the  collectibility  of
our  trade  receivables.  A  considerable  amount of  judgment  is  required  in
assessing the ultimate  realization of these receivables,  including analysis of
historical  collection  rates and the current  credit-worthiness  of significant
customers. Significant changes in required reserves have been recorded in recent
periods and may occur in the future due to the  current  market  conditions.  We
write down  inventory for estimated  excess or obsolete  inventory  equal to the
difference  between the cost of inventory and the  estimated  market value based
upon  assumptions  about future demand and market  conditions.  If actual market
conditions  are less favorable  than those  projected by management,  additional
inventory  write-downs may be required.  In assessing the  recoverability of our
goodwill,   other  intangibles  and  other  long-lived   assets,  we  must  make
assumptions regarding estimated future cash flows. If such assumptions change in
the future, we may be required to record impairment charges for these assets not
previously recorded.

Results of Operations

      The  following  table sets forth,  for the three and six months ended June
30, 2005 and 2004, the percentage  relationship to net revenues of certain items
included in the Company's unaudited consolidated statements of operations.

<TABLE>
<CAPTION>
                                                    Three Months Ended June 30,                  Six Months Ended June 30,
                                              --------------------------------------------------------------------------------------
             (In thousands)                         2005                   2004                  2005                   2004
                                              --------------------------------------------------------------------------------------
                                                 $           %         $           %         $           %         $            %
<S>                                           <C>         <C>      <C>          <C>       <C>         <C>       <C>         <C>
Revenues:
       Subscriber ........................... $   632        33.0   $ 1,523        95.4   $ 1,419        36.1   $ 3,389        95.6
       Prepaid services .....................     534        28.0        --          --     1,425        36.2        --          --
       Relay services .......................     312        16.4        --          --       445        11.3        --          --
       Equipment ............................     139         7.3        70         4.4       241         6.1       106         3.0
       Other ................................     291        15.3         4         0.3       406        10.3        50         1.4
                                              -------     -------   -------     -------   -------     -------   -------     -------
                                                1,908       100.0     1,597       100.0     3,936       100.0     3,545       100.0
Costs and expenses:
       Cost of subscriber airtime ...........     234        12.3       739        46.3       519        13.2     1,607        45.3
       Cost of network operations ...........      71         3.7       155         9.7       165         4.2       448        12.6
       Cost of equipment revenue ............     193        10.1        80         5.0       298         7.6       114         3.2
       Cost of prepaid services .............     581        30.5        --          --     1,411        35.8        --          --
       Sales and marketing, net ............      342        17.9       209        13.1       453        11.5       378        10.7
       General and administrative ...........   1,108        58.0     1,325        83.0     2,352        59.8     2,830        79.8
       Research and development .............     105         5.5       117         7.3       159         4.0       308         8.7
       Depreciation and amortization ........     126         6.6       216        13.5       256         6.5       496        14.0
       Amortization of other intangibles ....     221        11.6       183        11.5       442        11.2       435        12.3
                                              -------     -------   -------     -------   -------     -------   -------     -------
                                                2,981       156.2     3,024       189.4     6,055       153.8     6,616       186.6
                                              -------     -------   -------     -------   -------     -------   -------     -------
Loss from operations ........................  (1,073)      (56.2)   (1,427)      (89.4)   (2,119)      (53.8)   (3,071)      (86.6)
Other income (expense):
Settlement gains, net .......................      --          --        --          --        --          --     1,621        45.7
Interest income (expense), net ..............      38         2.0        36         2.3        76         1.9    (1,029)      (29.0)
                                              -------     -------   -------     -------   -------     -------   -------     -------
Total other income ..........................      38         2.0        36         2.3        76         1.9       592        16.7
                                              -------     -------   -------     -------   -------     -------   -------     -------
Net loss .................................... $(1,035)      (54.2)  $(1,391)      (87.1)  $(2,043)      (51.9)  $(2,479)      (69.9)
                                              =======     =======   =======     =======   =======     =======   =======     =======
</TABLE>


                                      -11-
<PAGE>

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

<TABLE>
<CAPTION>
                                                    Three Months Ended June 30,                  Six Months Ended June 30,
                                              --------------------------------------------------------------------------------------
             (In thousands)                                                Change                                     Change
                                              --------------------------------------------------------------------------------------
                                               2005         2004        $          %        2005        2004       $            %
<S>                                           <C>         <C>       <C>           <C>     <C>         <C>       <C>           <C>
Revenues:
       Subscriber ........................... $   632     $ 1,523   $  (891)      (58.5)  $ 1,419     $ 3,389   $(1,970)      (58.1)
       Prepaid services .....................     534          --       534          --     1,425          --     1,425          --
       Relay services .......................     312          --       312          --       445          --       445          --
       Equipment ............................     139          70        69        98.6       241         106       135       127.4
       Other ................................     291           4       287      7175.0       406          50       356       712.0
                                              -------     -------   -------     -------   -------     -------   -------     -------
                                                1,908       1,597       311        19.5     3,936       3,545       391        11.0
Costs and expenses:
       Cost of subscriber airtime ...........     234         739      (505)      (68.3)      519       1,607    (1,088)      (67.7)
       Cost of network operations ...........      71         155       (84)      (54.2)      165         448      (283)      (63.2)
       Cost of equipment revenue ............     193          80       113       141.3       298         114       114       161.4
       Cost of prepaid services .............     581          --       581          --     1,411          --     1,411          --
       Sales and marketing, net ............      342         209       133        63.6       453         378        75        19.8
       General and administrative ...........   1,108       1,325      (217)      (16.4)    2,352       2,830      (478)      (16.9)
       Research and development .............     105         117       (12)      (10.3)      159         308      (149)      (48.4)
       Depreciation and amortization ........     126         216       (90)      (41.7)      256         496      (240)      (48.4)
       Amortization of other intangibles.....     221         183        38        20.8       442         435         7         1.6
                                              -------     -------   -------     -------   -------     -------   -------     -------
                                                2,981       3,024       (43)       (1.4)    6,055       6,616      (561)       (8.5)
                                              -------     -------   -------     -------   -------     -------   -------     -------
Loss from operations ........................  (1,073)     (1,427)      354       (24.8)   (2,119)     (3,071)      952       (31.0)
Other income (expense):
Settlement gains, net .......................      --          --        --          --        --       1,621    (1,621)     (100.0)
Interest income (expense), net ..............      38          36         2         5.6        76      (1,029)    1,105      (107.4)
                                              -------     -------   -------     -------   -------     -------   -------     -------
Total other income ..........................      38          36         2         5.6        76         592      (516)      (87.2)
                                              -------     -------   -------     -------   -------     -------   -------     -------
Net loss .................................... $(1,035)    $(1,391)  $   356       (25.6)  $(2,043)    $(2,479)  $   436       (17.6)
                                              =======     =======   =======     =======   =======     =======   =======     =======
</TABLE>

      In the following  descriptions  of our results of  operations,  we provide
information  about our  expectations  for the future.  Such  expectations do not
reflect the pending  Hands On merger,  which is not  expected to be  consummated
until the fourth quarter of 2005.

Three months ended June 30, 2005 Compared to Three months ended June 30, 2004

 Consolidated

      Subscriber revenue.  Subscriber revenue decreased 59%, to $632,000 for the
three  months  ended June 30, 2005 from $1.5  million for the three months ended
June 30, 2004.  This  decrease was primarily due to declines in our full service
offering  subscriber base and was partially  offset by increased  subscribers to
our value added  WyndPower  service.  Our  subscriber  base  decreased to 51,297
subscribers  at June 30,  2005 from 64,332  subscribers  at June 30,  2004.  Our
average  revenue per user,  ARPU,  decreased to $4.05 for the three months ended
June 30, 2005 from $7.91 for the three  months  ended June 30,  2004.  We expect
subscriber  revenue to  decline  slightly  as  subscribers  to our  higher  ARPU
full-service  offerings continue to decline and are replaced with subscribers to
our lower ARPU value added services.

      Prepaid services revenue. We began marketing prepaid calling cards in late
2004 and  recognized  $534,000 of prepaid  service  revenue for the three months
ended  June  30,  2005.  We  did  not  market  prepaid  calling  cards  for  the
corresponding prior period.

      Relay services  revenue.  We began  providing relay services in late March
2005 and recognized $312,000 of relay service revenue for the three months ended
June 30, 2005. We did not provide  relay  services for the  corresponding  prior
period.

      Equipment  revenue.  Equipment revenue increased to $139,000 for the three
months  ended June 30,  2005 from  $70,000 for the three  months  ended June 30,
2004.  This increase was  primarily  due to higher sales of mobile  devices as a
result of our Global  Interactive  product line. We expect equipment  revenue to
increase  as we  continue  to  provide  devices to new  subscribers  of our Wynd
services  and from our sales of equipment  to  subscribers  on behalf of various
wireless network providers.


                                      -12-
<PAGE>

      Other  revenue.  Other revenue  increased to $291,000 for the three months
ended June 30, 2005 from $4,000 for the three months  ended June 30, 2004.  This
increase primarily  reflects  commissions from the acquisition of subscribers on
behalf of various wireless network providers,  principally  T-Mobile.  We expect
other revenue to increase as commissions  earned from various  wireless  network
providers increase.

      Cost of subscriber  airtime.  Cost of subscriber airtime decreased 68%, to
$234,000 for the three  months  ended June 30, 2005 from  $739,000 for the three
months ended June 30, 2004.  This  decrease was primarily due to the decrease in
our subscriber  base described  above.  We expect cost of subscriber  airtime to
decline  slightly  as  subscribers  to our higher  ARPU  full-service  offerings
continue to decline and are replaced  with  subscribers  to our lower ARPU value
added services.

      Cost of prepaid services revenue. We began marketing prepaid calling cards
in late 2004 and incurred  $581,000 of costs related to prepaid  service revenue
for the three  months  ended June 30, 2005.  We did not market  prepaid  calling
cards for the corresponding prior period.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$71,000 for the three  months  ended June 30, 2005 from  $155,000  for the three
months  ended June 30,  2004 as a result of the  consolidation  of our GoWeb and
WyndTell  production systems into a single data center operated by a third party
provider. We expect our cost of network operations to decline as a percentage of
revenue during 2005.

      Cost of equipment  revenue.  Cost of equipment  revenue increased 141%, to
$193,000  for the three  months  ended June 30, 2005 from  $80,000 for the three
months ended June 30, 2004.  This  increase was primarily due to higher sales of
mobile  devices as a result of our Global  Interactive  product  line. We expect
cost of equipment  revenue to increase as we continue to provide  devices to new
subscribers  of our Wynd  services  and from the cost of  equipment  provided to
subscribers on behalf of various wireless network providers.

      Sales and marketing.  Sales and marketing  expenses  increased to $342,000
for the three  months  ended June 30, 2005 from  $209,000  for the three  months
ended June 30, 2004. This increase  primarily was due to our introduction of new
products and services to the consumer  marketplace as well as increased payments
to third parties as compensation  for marketing these products.  We expect sales
and marketing expenses to increase as demand for these new products and services
increases.

      General and administrative.  General and administrative expenses decreased
16%, to $1.1  million for the three months ended June 30, 2005 from $1.3 million
for the three months ended June 30, 2004 This decrease  primarily was due to our
consolidation  of operations  completed  during April of 2004. We expect general
and administrative expenses to decline as a percentage of revenue during 2005.

      Research and development.  Research and development  expense  decreased to
$105,000 for the three  months  ended June 30, 2005 from  $117,000 for the three
months ended June 30, 2004.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
increased to $221,000 for the three months ended June 30, 2005 from $183,000 for
the three months ended June 30, 2004.

      Interest income  (expense),  net. Interest income increased to $38,000 for
the three  months  ended June 30, 2005 from  $36,000 for the three  months ended
June 30, 2004.

Wireless Data Solutions Segment

      Subscriber revenue.  Subscriber revenue decreased 59%, to $632,000 for the
three  months  ended June 30, 2005 from $1.5  million for the three months ended
June 30, 2004.  This  decrease was primarily due to declines in our full service
offering  subscriber base and was partially  offset by increased  subscribers to
our value added  WyndPower  service.  Our  subscriber  base  decreased to 51,297
subscribers at June 30, 2005 from 64,332  subscribers at June 30, 2004. Our ARPU
decreased  to $4.05 for the three  months ended June 30, 2005 from $7.91 for the
three  months  ended  June 30,  2004.  We expect  subscriber  revenue to decline
slightly as subscribers to our higher ARPU  full-service  offerings  continue to
decline  and are  replaced  with  subscribers  to our  lower  ARPU  value  added
services.

      Relay services  revenue.  We began  providing relay services in late March
2005 and recognized $312,000 of relay service revenue for the three months ended
June 30, 2005. We did not provide  relay  services for the  corresponding  prior
period.


                                      -13-
<PAGE>

      Equipment  revenue.  Equipment revenue increased to $139,000 for the three
months  ended June 30,  2005 from  $70,000 for the three  months  ended June 30,
2004.  This increase was  primarily  due to higher sales of mobile  devices as a
result of our Global  Interactive  product line. We expect equipment  revenue to
increase  as we  continue  to  provide  devices to new  subscribers  of our Wynd
services  and from our sales of equipment  to  subscribers  on behalf of various
wireless network providers.

      Other  revenue.  Other revenue  increased to $291,000 for the three months
ended June 30, 2005 from $4,000 for the three months  ended June 30, 2004.  This
increase   primarily  reflects  revenue  generated  from  commissions  from  the
acquisition of subscribers on behalf of various wireless network  providers.  We
expect other  revenue to increase as  commissions  earned from various  wireless
network providers increases.

      Cost of subscriber  airtime.  Cost of subscriber airtime decreased 68%, to
$234,000 for the three  months  ended June 30, 2005 from  $739,000 for the three
months ended June 30, 2004.  This  decrease was primarily due to the decrease in
our subscriber  base described  above.  We expect cost of subscriber  airtime to
decline  slightly  as  subscribers  to our higher  ARPU  full-service  offerings
continue to decline and are replaced  with  subscribers  to our lower ARPU value
added services.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$49,000 for the three  months  ended June 30, 2005 from  $155,000  for the three
months  ended June 30,  2004 as a result of the  consolidation  of our GoWeb and
WyndTell  production systems into a single data center operated by a third party
provider. We expect our cost of network operations to decline as a percentage of
revenue during 2005.

      Cost of equipment  revenue.  Cost of equipment  revenue increased 141%, to
$193,000  for the three  months  ended June 30, 2005 from  $80,000 for the three
months ended June 30, 2004.  This  increase was primarily due to higher sales of
mobile  devices as a result of our Global  Interactive  product  line. We expect
cost of equipment  revenue to increase as we continue to provide  devices to new
subscribers  of our Wynd  services  and from the cost of  equipment  provided to
subscribers on behalf of various wireless network providers.

      Sales and marketing.  Sales and marketing  expenses  increased to $342,000
for the three  months  ended June 30, 2005 from  $209,000  for the three  months
ended June 30, 2004. This increase  primarily was due to our introduction of new
products and services to the consumer  marketplace as well as increased payments
to third parties as compensation  for marketing these products.  We expect sales
and marketing expenses to increase as demand for these new products and services
increases.

      General and administrative.  General and administrative expenses decreased
30%, to $604,000 for the three months ended June 30, 2005 from  $863,000 for the
three  months  ended  June 30,  2004.  This  decrease  primarily  was due to our
consolidation  of operations  completed  during April of 2004. We expect general
and administrative expenses to decline as a percentage of revenue during 2005.

      Research and development.  Research and development  expense  decreased to
$105,000 for the three  months  ended June 30, 2005 from  $117,000 for the three
months ended June 30, 2004.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
increased to $221,000 for the three months ended June 30, 2005 from $183,000 for
the three months ended June 30, 2004.


                                      -14-
<PAGE>

Prepaid Services Segment

      We have provided  certain  information  regarding  results for the quarter
ended  June  30,  2005.  We  did  not  market  prepaid  calling  cards  for  the
corresponding prior period.

      Prepaid services revenue. We began marketing prepaid calling cards in late
2004 and  recognized  $534,000 of prepaid  service  revenue for the three months
ended  June  30,  2005.  We  did  not  market  prepaid  calling  cards  for  the
corresponding prior period.

      Cost of prepaid services revenue. We began marketing prepaid calling cards
in late 2004 and incurred  $581,000 of costs related to prepaid  service revenue
for the three  months  ended June 30, 2005.  We did not market  prepaid  calling
cards for the corresponding prior period.

      Cost of  network  operations.  Cost of network  operations  related to our
prepaid calling cards was $22,000 for the three months ended June 30, 2005.

      General and  administrative.  General  and  administrative  expenses  were
$100,000 for the three months ended June 30, 2005.

Corporate Segment

      General and administrative.  General and administrative expenses decreased
to $404,000 for the three months ended June 30, 2005 from $462,000 for the three
months ended June 30, 2004. This decrease primarily was due to our consolidation
of  operations   completed   during  April  of  2004.  We  expect   general  and
administrative expenses to decline as a percentage of revenue during 2005.

      Interest income  (expense),  net. Interest income increased to $38,000 for
the three  months  ended June 30, 2005 from  $36,000 for the three  months ended
June 30, 2004.

Six months ended June 30, 2005 Compared to Six months ended June 30, 2004

Consolidated

      Subscriber revenue.  Subscriber revenue decreased 58%, to $1.4 million for
the six months  ended June 30, 2005 from $3.4  million for the six months  ended
June 30, 2004.  This  decrease was primarily due to declines in our full service
offering  subscriber base and was partially  offset by increased  subscribers to
our value added  WyndPower  service.  Our  subscriber  base  decreased to 51,297
subscribers at June 30, 2005 from 64,332  subscribers at June 30, 2004. Our ARPU
decreased to $4.41 for the six months ended June 30, 2005 from $8.55 for the six
months ended June 30, 2004.

      Prepaid services revenue. We began marketing prepaid calling cards in late
2004 and recognized  $1.4 million of prepaid  service revenue for the six months
ended  June  30,  2005.  We  did  not  market  prepaid  calling  cards  for  the
corresponding prior period.

      Relay services  revenue.  We began  providing relay services in late March
2005 and recognized  $445,000 of relay service  revenue for the six months ended
June 30, 2005. We did not provide  relay  services for the  corresponding  prior
period.

      Equipment  revenue.  Equipment  revenue  increased to $241,000 for the six
months ended June 30, 2005 from $106,000 for the six months ended June 30, 2004.
This increase was primarily due to higher sales of mobile devices as a result of
our Global Interactive product line.

      Other  revenue.  Other  revenue  increased  to $406,000 for the six months
ended June 30, 2005 from $50,000 for the six months  ended June 30,  2004.  This
increase primarily  reflects  commissions from the acquisition of subscribers on
behalf of various wireless network providers.


                                      -15-
<PAGE>

      Cost of subscriber  airtime.  Cost of subscriber airtime decreased 68%, to
$519,000  for the six months  ended June 30, 2005 from $1.6  million for the six
months ended June 30, 2004.  This  decrease was primarily due to the decrease in
our subscriber base described above.

      Cost of prepaid services revenue. We began marketing prepaid calling cards
in late 2004 and  incurred  $1.4  million of costs  related  to prepaid  service
revenue  for the six months  ended  June 30,  2005.  We did not  market  prepaid
calling cards for the corresponding prior period.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$165,000 for the six months ended June 30, 2005 from $448,000 for the six months
ended June 30, 2004 as a result of the  consolidation  of our GoWeb and WyndTell
production systems into a single data center operated by a third party provider.

      Cost of equipment  revenue.  Cost of equipment  revenue increased 161%, to
$298,000 for the six months ended June 30, 2005 from $114,000 for the six months
ended June 30, 2004.  This  increase was primarily due to higher sales of mobile
devices as a result of our Global Interactive product line.

      Sales and marketing.  Sales and marketing  expenses  increased to $453,000
for the six months  ended June 30, 2005 from  $378,000  for the six months ended
June 30,  2004.  This  increase  primarily  was due to our  introduction  of new
products and services to the consumer  marketplace as well as increased payments
to third parties as compensation for marketing these products.

      General and administrative.  General and administrative expenses decreased
17%, to $2.4  million for the six months  ended June 30, 2005 from $2.8  million
for the six months ended June 30, 2004 This  decrease  primarily  was due to our
consolidation of operations completed during April of 2004.

      Research and development.  Research and development  expense  decreased to
$159,000 for the six months ended June 30, 2005 from $308,000 for the six months
ended June 30, 2004.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
increased to $442,000  for the six months ended June 30, 2005 from  $435,000 for
the six months ended June 30, 2004.

      Settlement gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result,  the Company
recorded settlement gains totaling $1.6 million in 2004.

      Interest income  (expense),  net. Interest income increased to $76,000 for
the six months ended June 30, 2005 from interest expense of $1.0 million for the
six  months  ended  June  30,  2004.  This  change  was  primarily  due  to  the
amortization  of deferred  debt  expense and  discount  recorded on bridge notes
payable during the three months ended March 31, 2004.

Wireless Data Solutions Segment

      Subscriber revenue.  Subscriber revenue decreased 58%, to $1.4 million for
the six months  ended June 30, 2005 from $3.4  million for the six months  ended
June 30, 2004.  This  decrease was primarily due to declines in our full service
offering  subscriber base and was partially  offset by increased  subscribers to
our value added  WyndPower  service.  Our  subscriber  base  decreased to 51,297
subscribers at June 30, 2005 from 64,332  subscribers at June 30, 2004. Our ARPU
decreased to $4.41 for the six months ended June 30, 2005 from $8.55 for the six
months ended June 30, 2004.

      Relay services  revenue.  We began  providing relay services in late March
2005 and recognized  $445,000 of relay service  revenue for the six months ended
June 30, 2005. We did not provide  relay  services for the  corresponding  prior
period

      Equipment  revenue.  Equipment  revenue  increased to $177,000 for the six
months ended June 30, 2005 from $106,000 for the six months ended June 30, 2004.
This increase was primarily due to higher sales of mobile devices as a result of
our Global Interactive product line.


                                      -16-
<PAGE>

      Other  revenue.  Other  revenue  increased  to $406,000 for the six months
ended June 30, 2005 from $50,000 for the six months  ended June 30,  2004.  This
increase primarily  reflects  commissions from the acquisition of subscribers on
behalf of various wireless network providers.

      Cost of subscriber  airtime.  Cost of subscriber airtime decreased 68%, to
$519,000  for the six months  ended June 30, 2005 from $1.6  million for the six
months ended June 30, 2004.  This  decrease was primarily due to the decrease in
our subscriber base described above.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$121,000 for the six months ended June 30, 2005 from $448,000 for the six months
ended June 30, 2004 as a result of the  consolidation  of our GoWeb and WyndTell
production systems into a single data center operated by a third party provider.

      Cost of equipment  revenue.  Cost of equipment  revenue increased 161%, to
$244,000 for the six months ended June 30, 2005 from $114,000 for the six months
ended June 30, 2004.  This  increase was primarily due to higher sales of mobile
devices as a result of our Global Interactive product line.

      Sales and marketing.  Sales and marketing  expenses  increased to $453,000
for the six months  ended June 30, 2005 from  $378,000  for the six months ended
June 30,  2004.  This  increase  primarily  was due to our  introduction  of new
products and services to the consumer  marketplace as well as increased payments
to third parties as compensation for marketing these products.

      General and administrative.  General and administrative expenses decreased
30%, to $1,258,000  for the six months ended June 30, 2005 from  $1,791,000  for
the six  months  ended  June 30,  2004 This  decrease  primarily  was due to our
consolidation of operations completed during April of 2004.

      Research and development.  Research and development  expense  decreased to
$159,000 for the six months ended June 30, 2005 from $308,000 for the six months
ended June 30, 2004.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
increased to $442,000  for the six months ended June 30, 2005 from  $435,000 for
the six months ended June 30, 2004.

      Settlement gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result,  the Company
has recorded settlement gains totaling $1.6 million in 2004.

Prepaid Services Segment

      We have provided certain information  regarding results for the six months
ended  June  30,  2005.  We  did  not  market  prepaid  calling  cards  for  the
corresponding prior period.

Prepaid services revenue.

      We began marketing  prepaid calling cards in late 2004 and recognized $1.4
million of prepaid service revenue for the six months ended June 30, 2005.

      Equipment  revenue.  We  recognized  $64,000  of  equipment  revenue  from
ClearMobile,  our prepaid  phone  product line for the six months ended June 30,
2005.

      Cost of prepaid services revenue. We began marketing prepaid calling cards
in late 2004 and  incurred  $1.4  million of costs  related  to prepaid  service
revenue for the six months ended June 30, 2005.

      Cost of  network  operations.  Cost of network  operations  related to our
prepaid calling cards was $44,000 for the six months ended June 30, 2005.

      Cost of equipment  revenue.  Cost of equipment revenue was $54,000 for the
six months ended June 30, 2005.

      General and  administrative.  General  and  administrative  expenses  were
$289,000 for the six months ended June 30, 2005.


                                      -17-
<PAGE>

Corporate Segment

      General and administrative.  General and administrative expenses decreased
to $805,000 for the six months ended June 30, 2005 from $1.0 million for the six
months ended June 30, 2004. This decrease primarily was due to our consolidation
of operations completed during April of 2004.

      Interest income  (expense),  net. Interest income increased to $76,000 for
the six months ended June 30, 2005 from interest expense of $1.0 million for the
six  months  ended  June  30,  2004.  This  change  was  primarily  due  to  the
amortization  of deferred  debt  expense and  discount  recorded on bridge notes
payable during the three months ended March 31, 2004.

Liquidity and Capital Resources

      Since our inception,  we financed our operations through a public offering
and private  placements of our equity securities.  We have incurred  significant
operating losses since our inception and as of June 30, 2005 have an accumulated
deficit  of $270.9  million.  During  the six months  ended  June 30,  2005,  we
incurred a net loss of $2.0 million, used $1.1 million of cash to fund operating
activities  and overall  experienced  a decline of $1.0  million in our cash and
cash equivalents. We currently anticipate that our available cash resources will
be sufficient to fund our  operating  needs for at least the next 12 months.  At
this time,  we do not have any bank  credit  facility or other  working  capital
credit line under which we may borrow funds for working capital or other general
corporate purposes.

      Net cash used in operating activities amounted to $1.1 million for the six
months ended June 30, 2005  principally  reflecting our net loss and an increase
in our accounts  receivables  which was partially offset by a reduction in other
receivables.

      We provided  $117,000  in cash from  investing  activities  during the six
months ended June 30, 2005,  which  primarily  resulted from a reduction in cash
utilized to support a letter of credit and was partially  offset by  capitalized
costs  associated  with the  development of our  i711.com(TM)  branded  Internet
service.

      Net cash  provided by financing  activities  was $1,000 for the six months
ended June 30, 2005,  which resulted from the issuance of stock from exercise of
certain warrants.

      As of June 30, 2005,  our principal  commitments  consisted of obligations
outstanding under operating leases. As of June 30, 2005, future minimum payments
for non-cancelable  operating leases having terms in excess of one year amounted
to  $571,000,  of which  approximately  $288,000  is payable in the next  twelve
months.

      The following table summarizes GoAmerica's contractual obligations at June
30, 2005, and the effect such  obligations are expected to have on its liquidity
and cash flow in future periods.

<TABLE>
<CAPTION>
                                                     Less than 1
June 30, (In thousands)                  Total           Year         1-3 Years       4-5 Years     After 5 Years
                                      ----------      ----------      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>             <C>             <C>
Contractual Obligations:
    Operating Lease                   $      571      $      288      $      283      $       --      $       --
       Obligation
                                      ----------      ----------      ----------      ----------      ----------
    Total Contractual Cash            $      571      $      288      $      283      $       --      $       --
       Obligation
                                      ==========      ==========      ==========      ==========      ==========

Other Commercial Commitments:
    Standby Letter of Credit          $      300             $--      $      300      $       --      $       --
                                      ----------      ----------      ----------      ----------      ----------
    Total Commercial Commitments      $      300             $--      $      300      $       --      $       --
                                      ==========      ==========      ==========      ==========      ==========
</TABLE>


                                      -18-
<PAGE>

      On May 2, 2005, the Company  entered into a short term loan agreement with
Hands On Video Relay Services,  Inc., a Delaware corporation,  and Hands On Sign
Language Services, Inc., a California corporation (collectively, "Hands On"). We
may be required to loan Hands On up to an aggregate of $1,000,000 under the loan
agreement under certain circumstances.  Pursuant to that agreement,  all amounts
that the Company advances to Hands On will be secured,  initially, by the assets
acquired  with such funds and will bear  interest at a defined  prime  rate.  If
Hands On breaches  any  material  provision  of any  definitive  agreement,  the
balance of  principal  and  accrued  interest  will become  immediately  due and
payable  and Hands On will  grant the  Company a broader  security  interest  in
substantially  all of  Hands  On's  assets  until  amounts  due  under  the loan
agreement  are paid. As of June 30, 2005,  the Company had advanced  $124,000 to
Hands On under the loan agreement.

Forward Looking Statements

      The statements  contained in this  Quarterly  Report on Form 10-Q that are
not  historical  facts are  forward-looking  statements  (within  the meaning of
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended).  Such
forward-looking  statements  may be  identified  by the  use of  forward-looking
terminology  such  as  "may",  "will",   "expect",   "estimate",   "anticipate",
"continue",  or similar terms, variations of such terms or the negative of those
terms.  Such   forward-looking   statements  involve  risks  and  uncertainties,
including,  but not  limited  to: (i) our limited  operating  history;  (ii) our
ability  to  successfully  manage our  relationship  with  EarthLink;  (iii) our
dependence on EarthLink to provide  billing,  customer and technical  support to
certain  of  our  subscribers;   (iv)  our  ability  to  respond  to  the  rapid
technological  change of the wireless data industry and offer new services;  (v)
our  dependence  on wireless  carrier  networks;  (vi) our ability to respond to
increased  competition  in the  wireless  data  industry;  (vii) our  ability to
integrate  acquired  businesses  and  technologies,  including  Hands On (if the
mergers are completed);  (viii) our ability to generate revenue growth; (ix) our
ability to increase or maintain  gross  margins,  profitability,  liquidity  and
capital  resources;  (x)  difficulties  inherent  in  predicting  the outcome of
regulatory  processes;  (xi) our limited  experience in offering prepaid calling
cards;  and (xii) difficulty in predicting the consequences of our entering into
a merger  agreement  with Hands On. Many of such risks and others are more fully
described in the Risk Factors set forth in Exhibit 99.1 to our Annual  Report on
Form 10-K for the year ended  December 31, 2004. Our actual results could differ
materially  from the results  expressed in, or implied by, such  forward-looking
statements.

Recent Accounting Pronouncements

      In  January  2003,  the FASB  issued  interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities".  The primary  objectives of this
interpretation  are to provide  guidance on the  identification  of entities for
which  control is  achieved  through  means  other than  through  voting  rights
("variable  interest  entities")  and how to determine  when and which  business
enterprise (the "primary  beneficiary") should consolidate the variable interest
entity.  This new model for  consolidation  applies to an entity in which either
(i) the equity investors (if any) do not have a controlling  financial interest;
or (ii) the equity  investment at risk is  insufficient to finance that entity's
activities  without  receiving  additional  subordinated  financial support from
other parties.  In addition,  FIN 46 requires that the primary  beneficiary,  as
well as all other enterprises with a significant  variable interest entity, make
additional disclosures. Certain disclosure requirements of FIN 46 were effective
for financial  statements  issued after January 31, 2003. In December  2003, the
FASB issued FIN 46 (revised December 2003),  "Consolidation of Variable Interest
Entities"  ("FIN 46-R") to address  certain FIN 46  implementation  issues.  The
effective  dates  and  impact  of FIN 46  and  FIN  46-R  are  as  follows:  (i)
Special-purpose  entities  ("SPEs")  created  prior to February 1, 2003. We must
apply either the  provisions of FIN 46 or early adopt the provisions of FIN 46-R
at the end of the first interim or annual  reporting period ended after December
15, 2003.  (ii) Non-SPEs  created prior to February 1, 2003. We were required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.  (iii) All  entities,  regardless  of whether an SPE, that
were  created  subsequent  to  January  31,  2003;  the  interpretation  applies
immediately.  We do not have any arrangements  with variable  interest  entities
that will require  consolidation of their financial information in the Company's
financial statements.

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


                                      -19-
<PAGE>

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

      In December 2004, the FASB issued SFAS 123R,  "Share-Based Payment".  SFAS
123R  establishes  that employee  services  received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those  expenses be measured at fair value  determined as of the grant date.
The provisions of SFAS 123R become  effective to the Company on January 1, 2006.
The Company is  currently  evaluating  the effect the adoption of SFAS 123R will
have on our financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      We believe  that we have  limited  exposure  to  financial  market  risks,
including  changes in interest  rates.  At June 30, 2005,  all of our  available
excess  funds  are  cash or cash  equivalents.  The  value  of our cash and cash
equivalents  is  not  materially  affected  by  changes  in  interest  rates.  A
hypothetical  change in interest  rates of 1.0% would result in an annual change
in our net loss of  approximately  $64,000  based  on cash  and cash  equivalent
balances at June 30, 2005. We currently  hold no derivative  instruments  and do
not earn foreign-source income.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

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

Changes in internal controls.

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


                                      -20-
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

      On July 31, 2002,  GoAmerica filed suit against Flash Creative Management,
Inc. ("Flash") and certain former officers and shareholders of Flash (the "Flash
Defendants")  in the United States District Court for the District of New Jersey
for alleged  violations of federal and state  securities  law and alleged common
law fraud in connection with  GoAmerica's  acquisition of the assets of Flash in
November 2000. In October 2002,  each of the Flash  Defendants  filed answers to
GoAmerica's  complaint denying all of the Company's charges, with the individual
Flash  Defendants  adding  counterclaims  against the Company and certain  named
officers alleging, among other things, fraudulent misrepresentation,  violations
of state  securities  law and unjust  enrichment  in excess of $1  million.  The
parties have agreed to a mutually  satisfactory and  confidential  settlement of
the claims between them,  pursuant to which no party  admitted  liability of any
kind and any and all prior  assertions  of  fraud,  breach  of  fiduciary  duty,
termination with cause and/or constructive discharge have been withdrawn.

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

Item 6. Exhibits.

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

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

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

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


                                      -21-
<PAGE>

                                                        SIGNATURES


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

                                GOAMERICA, INC.


DATE: August 11, 2005           By: /s/ Daniel R. Luis
                                    --------------------------------------------
                                    Daniel R. Luis
                                    Chief Executive Officer
                                    (Principal Executive Officer)


DATE: August 11, 2005           By: /s/ Donald G. Barnhart
                                    --------------------------------------------
                                    Donald G. Barnhart
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                      -22-