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 March 31, 2000
                           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)


401 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:                                     No:  X*
                  -----                                   -----

      Indicate  the  number of shares  outstanding  of each of the  Registrant's
classes of common stock, as of April 30, 2000:

            Class                                          Number of Shares
            -----                                          ----------------

Common Stock, $.01 par value                                  47,204,808


*Registrant became subject to the filing requirements of the Securities Exchange
Act of 1934, as amended,  on April 6, 2000, when its  Registration  Statement on
Form 8-A became effective.


<PAGE>


                                 GOAMERICA, INC.

                                TABLE OF CONTENTS

                                                                            Page

PART I.  FINANCIAL INFORMATION............................................  1

      Item 1. Financial Statements (unaudited)............................  1

           Condensed Consolidated Balance Sheets as of March 31, 2000
               and December 31, 1999......................................  2

           Condensed  Consolidated  Statements  of  Operations  for the
               Three Months Ended March 31, 2000 and 1999.................  3

           Condensed Consolidated Statements of Cash Flows for the
               Three Months Ended March 31, 2000 and 1999.................  4

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

      Item 2. Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................  7

      Item 3. Quantitative and Qualitative Disclosures About Market
              Risk........................................................  12

PART II. OTHER INFORMATION................................................  13

      Item 2. Changes in Securities and Use of Proceeds...................  13

      Item 5. Other Information...........................................  14

      Item 6. Exhibits and Reports on Form 8-K............................  14

SIGNATURES................................................................  15



                                     - i -
<PAGE>















                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                          ----------------------------












                                     - 1 -

<PAGE>


<TABLE>
<CAPTION>
                             GOAMERICA, INC. AND SUBSIDIARY

                          CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             March 31,      December 31,
                                                               2000             1999
                                                           ------------    ------------
                                                           (unaudited)
<S>                                                        <C>             <C>
Assets
Current assets:
    Cash and cash equivalents ..........................   $ 21,334,846    $  6,343,793
    Accounts receivable, net ...........................        749,013         541,865
    Merchandise inventories ............................        702,489         589,307
    Prepaid expenses and other .........................      2,190,214         471,455
                                                           ------------    ------------
Total current assets ...................................     24,976,562       7,946,420
Property, equipment and leasehold improvements, net ....      2,038,177         959,243
Deferred costs .........................................      1,345,446         510,748
Investment in DataRover Mobile Systems, Inc. ...........        255,700         255,700
Other assets ...........................................        198,407          84,573
                                                           ------------    ------------
                                                           $ 28,814,292    $  9,756,684
                                                           ============    ============

Liabilities, redeemable convertible preferred stock
  and stockholders' deficit
Current liabilities:
    Accounts payable ...................................   $  4,631,944    $  3,837,715
    Accrued expenses ...................................      2,012,531       1,460,936
    Capital lease obligations ..........................        101,005         157,854
    Deferred income ....................................         39,526          64,300
                                                           ------------    ------------
Total current liabilities ..............................      6,785,006       5,520,805

Other liabilities ......................................        191,501         139,274

Commitments and contingencies
Series A redeemable convertible preferred stock,
  $.01 par value, authorized: 10,500 shares in 1999
  and 2000; issued and outstanding: 10,500 shares in
  1999 and  2000; $10,500,000 liquidation preference ...     27,375,679      20,755,323
Series B redeemable convertible preferred stock,
  $.01 par value, authorized: none in 1999 and
  648,057 shares in 2000; issued and outstanding:
  none in 1999 and  648,057 shares in 2000;
  $26,000,000 liquidation preference ...................     23,554,744            --

Stockholders' deficit:
  Preferred stock,  $.01 par value, authorized:
    5,000,000 shares in 1999 and 4,351,943 shares in
    2000; issued and outstanding: none in
    1999 and 2000 ......................................           --              --
  Common stock,  $.01 par value, authorized:
    100,000,000 shares in 1999 and 200,000,000
    shares in 2000;  issued and outstanding:
    23,687,184 in 1999 and 23,982,048 in 2000 ..........        239,821         236,872
    Additional paid-in capital .........................      8,403,890       5,483,655
    Deferred employee compensation .....................    (10,473,833)     (7,067,533)
    Accumulated deficit ................................    (27,262,516)    (15,311,712)
                                                           ------------    ------------
Total stockholders' deficit ............................    (29,092,638)    (16,658,718)
                                                           ------------    ------------
                                                           $ 28,814,292    $  9,756,684
                                                           ============    ============


       The accompanying notes are an integral part of these financial statements.
</TABLE>



                                         - 2 -
<PAGE>


<TABLE>
<CAPTION>
                           GOAMERICA, INC. AND SUBSIDIARY

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)

                                                          For the Three Months
                                                             Ended March 31,
                                                      ----------------------------
                                                          2000            1999
                                                      ------------    ------------

<S>                                                   <C>             <C>
Revenues:
    Subscriber ...................................    $    830,535    $    138,420
    Equipment ....................................         605,591         151,494
    Other ........................................           4,541          64,864
                                                      ------------    ------------
                                                         1,440,667         354,778
Costs and expenses:
    Cost of subscriber revenue ...................       1,082,060         228,162
    Cost of equipment revenue ....................         890,637         190,789
    Sales and marketing ..........................       4,822,733         318,846
    General and administrative ...................       6,683,635         540,065
    Depreciation and amortization ................         100,547          52,843
                                                      ------------    ------------
                                                        13,579,612       1,330,705
                                                      ------------    ------------
Loss from operations .............................     (12,138,945)       (975,927)

Interest income, net .............................         188,141          14,647
                                                      ------------    ------------
Net loss .........................................    $(11,950,804)   $   (961,280)

Beneficial conversion feature and accretion of
  redemption value of mandatorily redeemable
  convertible preferred stock ....................     (30,175,100)       (961,280)
                                                      ------------    ------------
Net loss applicable to common stockholders .......    $(42,125,904)   $   (961,280)
                                                      ============    ============

Basic net loss per share applicable to common
  stockholders....................................    $      (1.76)   $      (0.05)
Diluted net loss per share applicable to common
  stockholders ...................................    $      (1.76)   $      (0.04)
                                                      ============    ============
Weighted average shares used in computation of
  basic net loss per share applicable to common
  stockholders ...................................      23,885,029      21,327,776
Weighted average shares used in computation of
  diluted net loss per share applicable to
  common stockholders ............................      23,909,198      21,762,800


     The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       - 3 -
<PAGE>


<TABLE>
<CAPTION>
                           GOAMERICA, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)

                                                          For the Three Months
                                                             Ended March 31,
                                                       ----------------------------

                                                           2000            1999
                                                       ------------    ------------

<S>                                                    <C>             <C>
Operating activities
Net loss ...........................................   $(11,950,804)   $   (961,280)
Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation and amortization ....................        100,547          52,843
  Non-cash employee compensation ...................      5,050,380            --
  Non-cash rent expense ............................         52,227            --
  Changes in operating assets and liabilities:
   Increase in accounts receivable .................       (207,148)         (8,613)
   Increase in inventory ...........................       (113,182)        (14,785)
   Increase in prepaid expenses and other assets ...     (1,845,093)       (100,102)
   Increase in accounts payable ....................        794,229         490,509
   Increase/(decrease) in accrued expenses .........        551,595        (339,998)
   (Decrease)/increase in deferred income ..........        (24,774)          1,421
                                                       ------------    ------------
Net cash used in operating activities ..............     (7,592,023)       (880,005)

Investing activities
Purchase of property, equipment and leasehold
improvements .......................................     (1,166,981)        (85,051)
                                                       ------------    ------------
Net cash used in investing activities ..............     (1,166,981)        (85,051)

Financing activities
Proceeds from sale of common stock and stock
  purchase warrants ................................          4,504          71,439
Proceeds from sale of preferred stock ..............     24,637,100            --
Deferred financing costs ...........................       (834,698)           --
Payments made on capital lease obligations .........        (56,849)           --
                                                       ------------    ------------
Net cash provided by financing activities ..........     23,750,057          71,439
                                                       ------------    ------------

Increase/(decrease) in cash and cash equivalents ...     14,991,053        (893,617)
Cash and cash equivalents at beginning of period ...      6,343,793       1,960,954
                                                       ------------    ------------
Cash and cash equivalents at end of period .........   $ 21,334,846    $  1,067,337
                                                       ============    ============
Non Cash financing activities

Common stock issued in connection with sale of
  preferred stock ..................................   $  3,402,243    $       --


     The accompanying notes are an integral part of these financial statements.
</TABLE>



                                        - 4 -
<PAGE>


                                 GOAMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 -- Basis of Presentation:
--------------------------------

      The accompanying  unaudited condensed  consolidated  financial  statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Rule 10-01 of Regulation  S-X.  Accordingly,  certain  information  and footnote
disclosures  required  in  financial  statements  prepared  in  accordance  with
generally accepted accounting  principles have been condensed or omitted. In the
opinion of  GoAmerica,  Inc.'s  (the  "Company")  management,  the  accompanying
unaudited  financial  statements  contain all  adjustments  (consisting  only of
normal recurring adjustments) which the Company considers necessary for the fair
presentation  of the Company's  financial  position as of March 31, 2000 and the
results of its operations and its cash flows for the  three-month  periods ended
March  31,  2000  and  1999.  These  financial  statements  should  be  read  in
conjunction with the Company's audited  financial  statements for the year ended
December 31, 1999,  which were  included as part of the  Company's  Registration
Statement on Form S-1 (Registration No. 333-94801), as declared effective by the
Securities and Exchange Commission (the "Commission") on April 6, 2000.

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


Note 2 -- Initial Public Offering:
----------------------------------

      On April 12, 2000, the Company  consummated an initial public  offering of
10,000,000  shares of its  Common  Stock at a price to the  public of $16.00 per
share, all of which shares were issued and sold by the Company.  Upon closing of
the  initial  public  offering,  all issued and  outstanding  shares of Series A
Preferred  Stock and Series B Preferred Stock were converted to shares of Common
Stock. See Note 3.

      The net  proceeds  received by the Company upon the  consummation  of such
offering,   pending   specific   application,   were  invested  in   short-term,
investment-grade, interest-bearing instruments.


Note 3 -- Series B Redeemable Convertible Preferred Stock:
----------------------------------------------------------

      On  January  31,  2000,  the  Company  sold  648,057  shares  of  Series B
Redeemable  Convertible  Preferred Stock ("Series B Preferred Stock") to various
investors at a purchase  price of $40.12 per share  resulting in net proceeds of
approximately  $24,637,000.  The  Company  recorded  an  adjustment  to net loss
applicable to common stockholders of approximately  $21,235,000  relating to the
beneficial  conversion  feature  inherent  in  the  issuance.  This  amount  was
determined based upon the excess of the fair value of the Company's Common Stock
into which the Series B Preferred  Stock was  immediately  convertible  less the
initial conversion price



                                     - 5 -
<PAGE>


of $5.02  per  share  and in  accordance  with  EITF  No.  98-5  Accounting  for
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion Ratios limited to the amount of proceeds received for the
648,057 shares of Series B Preferred Stock. Each share of the Series B Preferred
Stock had a liquidation  value of $40.12 per share and converted  into shares of
Common  Stock at a  conversion  price of $5.02 per share at the  closing  of the
Company's initial public offering.


Note 4 -- Earnings Per Share
----------------------------

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

      Under the  provisions  of SFAS 128 and SAB 98,  basic and diluted net loss
per share is computed by dividing the net loss available to common  stockholders
for the  period  by the  weighted-average  number  of  shares  of  Common  Stock
outstanding  during the period.  The  calculation  of diluted net loss per share
excludes  potential common shares if the effect is antidilutive.  Basic earnings
per  share  is  computed  by  dividing  income  or  loss  applicable  to  common
stockholders  by  the   weighted-average   number  of  shares  of  Common  Stock
outstanding  during the period.  Diluted earnings per share is determined in the
same  manner as basic  earnings  per share  except  that the number of shares is
increased  assuming  exercise of dilutive  stock options and warrants  using the
treasury  stock method and assuming  conversion  of the  Company's  Series A and
Series B Preferred  Stock.  The weighted  average  number of shares  utilized in
arriving at diluted earnings per share presented reflect adjustments for 435,024
common shares and 24,169 common shares in 1999 and 2000, respectively,  issuable
pursuant to warrants which were previously issued for nominal consideration.  As
the  Company  had a net loss,  the impact of the  assumed  exercise of the stock
options,  warrants and the assumed  preferred stock  conversion is anti-dilutive
and  as  such,  these  amounts  (except  for  warrants  as  issued  for  nominal
consideration)  have been excluded from the calculation of diluted  earnings per
share.


Note 5 - Stock Option Plans and Other Stock-Based Compensation
--------------------------------------------------------------

      For certain options granted during 2000, the Company has recorded pursuant
to  APB  No.  25  approximately  $8,457,000  of  deferred  compensation  expense
representing  the  difference  between the exercise price thereof and the deemed
market value of the common stock at the date of grant. This compensation expense
is amortized over the vesting  period of each option  granted.  Amortization  of
such deferred compensation amounted to approximately $5,050,000 during the three
months  ended  March  31,  2000.  As of  March  31,  2000  unamortized  deferred
compensation expense amounted to $10,474,000.



                                     - 6 -
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.
------------------------------------------------------------------------


General
-------

      GoAmerica,  Inc., a Delaware corporation ("We," "Us" or the "Company"), is
a nationwide  wireless Internet services provider.  We enable our individual and
business  subscribers  to access  remotely  the  Internet,  email and  corporate
intranets  in  real  time  through  a  wide  variety  of  mobile  computing  and
communications  devices.  Through our Wireless Internet  Connectivity Center, we
offer our  subscribers  comprehensive  and flexible  mobile data  solutions  for
wireless Internet access by providing wireless network services, mobile devices,
software and subscriber service and support.

      We derive our revenue  primarily  from the sale of wireless  data services
and the sale of related mobile devices to our subscribers. During March 1997, we
commenced  offering  our  services  to  individuals  and  businesses.  Since our
inception,  we have invested  significant  capital to build our wireless network
operations  and  customer  support  centers  as well as our  customized  billing
system.  Recently, we have invested additional capital in the development of our
software  application  Go.Web and other  software  applications.  Our plan is to
continue to invest in our network  operations and customer support  centers,  as
well as to expand our sales and  marketing  efforts.  We  provide  and expect to
continue to provide  mobile  devices made by third  parties to our  customers at
prices  below our costs for such  devices.  We also  expect to continue to incur
significant  sales  and  marketing,   systems   development  and  administrative
expenses.  We have incurred  operating  losses since our inception and expect to
continue  to incur  increasing  operating  losses for at least the next  several
quarters.  Therefore,  we will need to  generate  significant  revenue to become
profitable  and sustain  profitability  on a quarterly or annual basis.  We will
have to  increase  substantially  our  subscriber  base in order to achieve  our
business plan.

      Our subscriber  revenue primarily  consists of monthly service fees, which
we  recognize as services are  provided to the  subscriber.  Subscriber  revenue
accounted for  approximately  39% and 58% of our total revenue  during the three
months ended March 31, 1999 and 2000, respectively. We currently offer two types
of mobile data service  plans.  Our  Go.Unlimited  Plan provides  unlimited data
usage on any mobile device for a fixed monthly fee, which currently  ranges from
$49.95 to $59.95 for  retail  subscribers.  Our  Go.Lite  Plan  provides a fixed
amount of data usage on any mobile  computing  device for a significantly  lower
base monthly fee,  which is currently  $9.95 for retail  subscribers.  Under the
Go.Lite Plan,  subscribers incur additional  charges for data usage in excess of
the  predetermined  volume.  However,  we do  not  charge  our  subscribers  any
additional  amounts for  roaming,  which is using a mobile  device  outside of a
designated   geographical  area.  We  also  generally  charge  a  non-refundable
activation  fee upon initial  subscription.  We offer new  subscribers  a 14-day
trial  period  during  which they can cancel our service  without  any  penalty,
although  we do not refund the  pro-rated  fee for that trial  period,  which we
include in our revenue.  Subscribers  to our plans are subject to a six-month or
one-year contract which provides for an early cancellation fee.

      We also typically sell  third-party  mobile devices in conjunction  with a
service  agreement  to  a  new  subscriber.   Equipment  revenue  accounted  for
approximately  43% and 42% of our total



                                     - 7 -
<PAGE>


revenue during the three months ended March 31, 1999 and 2000, respectively.  We
recognize  equipment revenue at the time of the shipment of the mobile device to
a subscriber. During the three months ended March 31, 2000, approximately 53% of
our subscribers purchased a mobile device upon their initial subscription.  Over
time, we expect that such  percentage  will decrease as mobile  devices for data
transmission become more prevalent.

      In addition to our subscriber and equipment revenue,  we historically have
generated  other revenue which consists of consulting  services  relating to the
development and  implementation  of wireless data systems for certain  corporate
customers.  We do not intend for consulting services to be a significant element
of our business in the future. Such consulting revenue is recognized as the work
is performed.

      We have  experienced  negative  overall  gross  margins,  which consist of
margins on our  subscriber  revenue,  equipment  revenue and other  revenue.  We
expect to  continue to  experience  negative  overall  gross  margins  primarily
because of negative  margins on our resale of  equipment  and on our  subscriber
revenue.  We believe that our gross margins on  subscriber  revenue will improve
during  2000.  Our cost of  subscriber  revenue  consists  primarily of wireless
airtime  costs.  Our airtime  costs are  determined  by  agreements we have with
several wireless carriers. Typically, we have one to three-year contracts to buy
data network capacity either for an agreed amount of kilobytes per subscriber at
a flat fee or on a  cents-per-kilobyte  basis.  We intend to pass through to our
subscribers  all the airtime  charges that we incur from our wireless  carriers;
however,  we have not always  been and will not  always be able to pass  through
such charges  because the pricing plans  offered to us by our wireless  carriers
and to which we assign  our  subscribers  may not  allow us to always  cover our
subscriber costs. For example, if we assign our Go.Unlimited Plan subscribers to
a carrier plan that charges us an increasing fee as subscriber  usage increases,
then as subscriber usage and our related airtime costs increase,  our margins on
subscriber  revenues would decrease and may become  negative.  Our airtime costs
also increase  substantially  when subscribers use our services outside of their
pre-determined  geographic  area,  which results in roaming charges to us by the
carriers  that we do not  pass on to our  subscribers.  Our  cost of  subscriber
revenue for the three months ended March 31, 2000 was approximately $1.1 million
compared to subscriber revenue of $831,000 for such period.  Such negative gross
margin has  improved  over prior  periods,  due  primarily  to our  placement of
subscribers in more competitive  carrier plans. Such gross margin was negatively
impacted,  however,  by excessive roaming usage by a few subscribers.  We do not
have and may not be able to develop the automated  systems  necessary to monitor
our  subscribers'  usage and roaming patterns and quickly switch our subscribers
to a  more  appropriate,  lower  cost  airtime  plan.  We  intend  to  implement
alternative  automated  systems by mid-2000.  In addition,  while we continually
seek to negotiate better pricing of wireless airtime plans with our carriers, we
cannot assure you that we will be successful in that regard.

      We also have experienced,  and expect to continue to experience,  negative
gross margins on the mobile  devices that we resell.  We currently are exploring
an outsourcing  arrangement with a third party computer hardware aggregator that
will serve as our  primary  source of mobile  devices.  We believe  that if such
arrangement is implemented,  we should be able to reduce our equipment costs and
inventory  risks by taking  advantage of such  partner's  volume  discounts  and
inventory protection programs offered to them by device manufacturers. We cannot
assure you



                                     - 8 -
<PAGE>


that we will be able to consummate  such  outsourcing  arrangement  on favorable
terms,  if at all.  Further,  such  arrangement may not result in positive gross
margins on our equipment sales.

      Our sales and marketing  expenses  consist  primarily of  advertising  and
promotions,  cash compensation and related costs for marketing personnel, travel
and  entertainment  and other  related  costs.  In 2000, we expect our sales and
marketing  expense  to  increase  substantially  as a  percentage  of our annual
revenues.  Our general and  administrative  expenses  consist  primarily of cash
compensation and related costs for general corporate,  business  development and
technology development  personnel,  along with rent and other related costs. Our
costs  of   performing   consulting   services   is   recorded  as  general  and
administrative  expense.  We  expect  general  and  administrative  expenses  to
decrease as a percentage of our annual  revenues.  Depreciation and amortization
expenses  consist  primarily of  depreciation  expenses  arising from  equipment
purchased  for our network  operations  center and other  property and equipment
purchases.

      During 1999 and the first quarter of 2000,  we granted  options to certain
of our employees at exercise prices deemed to be below the fair market value per
share  of  our  common  stock.   Such  grants  resulted  in  non-cash   employee
compensation expenses which have been recorded to account for the difference, on
the date of grant, between the fair market value and the exercise price of stock
options granted to employees.  The resulting deferred employee compensation will
be  amortized  over the vesting  periods of the grants.  During the three months
ended  March 31,  2000,  we incurred an  aggregate  of $5.1  million in non-cash
employee compensation expense as a result of stock option grants during the last
six months of 1999 and the first  quarter  of 2000 which were  granted at prices
below the deemed fair market value of our common stock.

      During 2000, we recorded an  adjustment  to net loss  applicable to common
stockholders of approximately  $21,235,000 relating to the beneficial conversion
feature  inherent in the issuance of our Series B Preferred  Stock.  This amount
was determined  based upon the excess of the fair value of our common stock into
which the Series B Preferred Stock was immediately  convertible less the initial
conversion price of $5.02 per share. In accordance with EITF No. 98-5 Accounting
for Convertible  Securities with Beneficial  Conversion Features or Contingently
Adjustable  Conversion  Ratios this charge was limited to the amount of proceeds
received for the 648,057 shares of Series B Preferred Stock.

      Net interest income consists primarily of interest earned on cash and cash
equivalents.

      Statements  contained  in this Form 10-Q that are not based on  historical
fact are  "forward-looking  statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended.  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 need to  substantially  increase the number of our
subscribers;  (iii) our need to improve  our  systems to  monitor  our  wireless
airtime  costs  more  effectively;  (iv) our  ability  to  respond  to the rapid
technological  change of the  wireless  data  industry;  (v) our  dependence  on
wireless  carrier  networks;  (vi) our need to expand  our  sales and  marketing
activities  and build the GoAmerica  brand;  and (vii) our ability to respond to
increased  competition in the wireless data industry.  As a



                                     - 9 -
<PAGE>


result of such risks and  others  expressed  from time to time in the  Company's
filings with the Commission,  the Company's actual results may differ materially
from the  results  discussed  in or  implied by the  forward-looking  statements
contained herein.


Results of Operations
---------------------

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

      Subscriber  revenue.  Subscriber revenue increased 500%, from $138,000 for
the three  months  ended March 31, 1999 to $831,000  for the three  months ended
March 31, 2000.  The increase  primarily  was due to having a larger  subscriber
base in the three  months  ended March 31, 2000 than in the three  months  ended
March 31, 1999.  Our subscriber  base increased from 2,036  subscribers at March
31, 1999 to 8,698  subscribers  at March 31,  2000.  We expect the number of our
subscribers to increase as a result of our expanded sales and marketing efforts.

      Equipment revenue. Equipment revenue increased 300%, from $151,000 for the
three  months  ended March 31, 1999 to $606,000 for the three months ended March
31, 2000.  This  increase  primarily was due to an increase in the number of the
mobile devices sold during the three months ended March 31, 2000 compared to the
three months ended March 31, 1999.

      Other revenue.  Other revenue  decreased from $65,000 for the three months
ended March 31, 1999 to $5,000 for the three months  ended March 31, 2000.  This
decrease  primarily was due to the  performance of a single systems  integration
consulting  project  during  the 1999  period.  We have not  pursued  consulting
projects and consulting services are not expected to be a significant element of
our business in the future.

      Cost of subscriber  revenue.  Cost of subscriber  revenue  increased 374%,
from  $228,000 for the three months ended March 31, 1999 to $1.1 million for the
three  months  ended  March 31,  2000.  This  increase  primarily  was due to an
increase in our subscriber  base and a related  increase in airtime usage during
the three months  ended March 31, 2000  compared to the three months ended March
31, 1999. Our cost of subscriber  revenue consists primarily of wireless airtime
costs.  Our  negative  gross  margin for the three  months  ended March 31, 2000
improved over prior periods due  primarily to our  placement of  subscribers  in
more  competitive  carrier plans.  Such gross margins were negatively  impacted,
however,  by extensive roaming usage by a few subscribers.  We expect the number
of subscribers  and related use of our services to increase which will result in
increased costs of subscriber revenue.

      Cost of equipment revenue.  Cost of equipment revenue increased 367%, from
$191,000  for the three  months  ended March 31, 1999 to $891,000  for the three
months ended March 31, 2000.  This  increase was primarily due to an increase in
the number of mobile  devices  sold during the three months ended March 31, 2000
compared to the three months ended March 31, 1999.

      Sales and marketing.  Sales and marketing expenses increased from $319,000
for the three  months  ended March 31, 1999 to $4.8 million for the three months
ended March 31, 2000.  This increase was primarily due to increased  advertising
costs paid to third parties and the salaries and benefits, including $615,000 in
stock-based   compensation,   for  personnel   performing



                                     - 10 -
<PAGE>


sales and  marketing  activities.  We expect  sales and  marketing  expenses  to
further  increase  as we  expand  our  advertising  program  to  increase  brand
awareness and add personnel to our sales and marketing department.

      General and administrative.  General and administrative expenses increased
from  $540,000 for the three months ended March 31, 1999 to $6.7 million for the
three months  ended March 31,  2000.  This  increase  was  primarily  due to the
addition  of  salaries  and  benefits,  including  $4.4  million in  stock-based
compensation,   for  personnel   performing  business  development  and  general
corporate activities.  We expect general and administrative expenses to increase
as we add personnel and incur  additional  expenses  related to the  anticipated
growth of our  business  and costs  associated  with our  operation  as a public
company.

      Interest  income.  Interest  income  increased  from $15,000 for the three
months  ended March 31, 1999 to $188,000  for the three  months  ended March 31,
2000.  Such income was primarily  due to increased  cash balances as a result of
our private placement financings completed in 1999 and 2000.


Liquidity and Capital Resources
-------------------------------

      Since our inception  through  March 31, 2000,  we financed our  operations
primarily through private placements of our equity securities and our redeemable
convertible  preferred stock. As of March 31, 2000, we had $21.3 million in cash
and cash equivalents and $18.2 million of working capital.

      Net cash used in operating  activities was $7.6 million. The principal use
of cash in such period was to fund our losses from operations.

      Net cash  used in  investing  activities  was $1.2  million  for the three
months ended March 31, 2000.  Cash used in  investing  activities  for the three
months  ended  March 31,  2000 was for  purchases  of  property,  equipment  and
leasehold improvements.

      Net cash provided by financing  activities was $23.8 million for the three
months  ended March 31, 2000.  Cash  provided by  financing  activities  in this
period was primarily  attributable to proceeds from additional  private sales of
our equity  securities,  including  the issuance  and sale of 648,057  shares of
Series B Preferred Stock for net proceeds of approximately $25.2 million.

      As of March 31, 2000, our principal  commitments  consisted of obligations
outstanding  under  operating  leases.  As of March  31,  2000,  future  minimum
payments for non-cancelable  operating leases having terms in excess of one year
amounted to $3.9 million,  of which $638,000 is payable for the remainder  2000.
We  anticipate  a  substantial  increase in our capital  expenditures  and lease
commitments consistent with our anticipated growth in operations, infrastructure
and personnel, including the deployment of additional network equipment.

      Subsequent to the end of the first quarter, on April 12, 2000, the Company
consummated an initial public offering of 10,000,000  shares of its Common Stock
at a price to the public of $16.00 per share, all of such shares were issued and
sold by the  Company.  The  proceeds  to the  Company  from  the  offering  were
approximately $148.8 million before expenses.



                                     - 11 -
<PAGE>


      The net  proceeds  received by the Company upon the  consummation  of such
offering,   pending   specific   application,   were  invested  in   short-term,
investment-grade, interest-bearing instruments.

      The Company  believes  that its existing  available  cash,  including  the
proceeds  from its  initial  public  offering,  will be  adequate to satisfy its
current and planned operations for at least the next 24 months.  There can be no
assurance, however, that the Company will not require additional financing prior
to such time to fund its operations or possible acquisitions.


Recent Accounting Pronouncements
--------------------------------

      In June 1998, the FASB issued Statement of Financial  Accounting Standards
No. 133,  "Accounting for Derivatives and Hedging  Activities" (SFAS 133), which
establishes  accounting  and  reporting  standards for  derivative  instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively referred to as derivatives) and for hedging activities.  SFAS 133,
as amended, is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. As we do not currently intend to engage in derivatives or hedging
transactions,  we do not anticipate that there will be any impact on our results
of operations, financial position or cash flows upon the adoption of SFAS 133.


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 March 31, 2000,  all of our available
excess funds are cash or cash equivalents  whose value is not subject to changes
in interest rates.  We currently hold no derivative  instruments and do not earn
foreign-source  income.  We expect to invest  our cash only in debt  obligations
issued by the U.S.  government or its agencies with  maturities of less than one
year whose value may be subject to fluctuations in interest rates.



                                     - 12 -
<PAGE>


PART II.  OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
---------------------------------------------------


Changes in Securities
---------------------

      The following information relates to all securities of the Company sold by
the  Company  within  the past  quarter  which  were not  registered  under  the
securities laws at the time of grant, issuance and/or sale:

      1.    The Company has,  during the first  quarter of 2000,  granted  stock
            options pursuant to its 1999 Stock Plan which, at the time of grant,
            had not yet been registered under the securities laws. The following
            table sets forth certain  information  regarding  such grants during
            the quarter:

                                                            Weighted
                                                             Average
                               Date of           Number     Exercise
                               Issuance         of shares     Price
                               --------         ---------     -----
                        January 6, 2000.....      848,000     $5.02
                        February 23, 2000...       64,000    $15.00
                        March 7, 2000.......      647,700    $15.00

      The Company did not employ an underwriter in connection  with the issuance
of the securities described above. The Company believes that the issuance of the
foregoing  securities was exempt from registration under either (i) Section 4(2)
of the  Securities  Act of 1933,  as amended (the "Act"),  as  transactions  not
involving  any public  offering  and such  securities  having been  acquired for
investment and not with a view to  distribution,  or (ii) Rule 701 under the Act
as transactions made pursuant to a written compensatory benefit plan or pursuant
to a written  contract  relating to  compensation.  All  recipients had adequate
access to information about the Company.


Use of Proceeds
---------------

      On  April  6,  2000,  the  Commission  declared  effective  the  Company's
Registration Statement  (Registration Statement No. 333-94801) as filed with the
Commission in connection  with the Company's  initial public  offering of Common
Stock,  which was managed by Bear,  Stearns & Co., Inc., Chase H&Q, U.S. Bancorp
Piper  Jaffray,  Wit  SoundView  and  DLJdirect.  Pursuant to such  Registration
Statement, on April 12, 2000 the Company consummated the issuance and sale of an
aggregate  of  10,000,000  shares of its  Common  Stock,  for a gross  aggregate
offering price of $160 million. The Company incurred underwriting  discounts and
commissions of  approximately  $11.2 million.  In connection with such offering,
the Company incurred total expenses of approximately  $1.4 million.  As of April
30, 2000, all of the $148.8 million in net proceeds received by the Company upon
consummation of such offering,  pending specific  application,  were invested in
short-term, investment-grade, interest-bearing instruments.



                                     - 13 -
<PAGE>


ITEM 5.   OTHER INFORMATION.
----------------------------


Initial Public Offering
-----------------------

      On April 12, 2000, the Company  consummated an initial public  offering of
10,000,000  shares of its  Common  Stock at a price to the  public of $16.00 per
share, in which all of such shares were issued and sold by the Company.

      The net  proceeds  received by the Company upon the  consummation  of such
offering,   pending   specific   application,   were  invested  in   short-term,
investment-grade, interest-bearing instruments.



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.
-------------------------------------------

      (a)   Exhibits.

            27    Financial Data Schedule

      (b)   Reports on Form 8-K.

            No reports on Form 8-K were filed  during the quarter for which this
            report on Form 10-Q is filed.



                                     - 14 -
<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:   May 8, 2000                    By: /s/ Aaron Dobrinsky
                                           -------------------------------------
                                           Aaron Dobrinsky
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



DATE:   May 8, 2000                    By: /s/ Francis J. Elenio
                                           -------------------------------------
                                           Francis J. Elenio
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)



                                     - 15 -
<PAGE>