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, 2001
                          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  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of July 31, 2001:


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

   Common Stock, $.01 par value                      53,531,490



<PAGE>

                                 GOAMERICA, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page

<S>                                                                                                      <C>
PART I. FINANCIAL INFORMATION ........................................................................    1

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

                Condensed Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000 ......    2

                Condensed  Consolidated  Statements of Operations for the Three and Six Months
                     Ended June 30, 2001 and 2000 ....................................................    3

                Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001
                     and 2000 ........................................................................    4

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

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

                General ..............................................................................    7

                Results of Operations ................................................................    7

                Liquidity and Capital Resources ......................................................    9

     Item 3. Quantitative and Qualitative Disclosures About Market Risk ..............................   11

PART II. OTHER INFORMATION ...........................................................................   12

     Item 2. Changes in Securities and Use of Proceeds ...............................................   12

     Item 4. Submission of Matters to a Vote of Security Holders .....................................   12

     Item 6. Exhibits and Reports on Form 8-K ........................................................   13

SIGNATURES ...........................................................................................   14
</TABLE>


                                      -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,
                                                                              2001         2000
                                                                          --------------------------
                                                                          (unaudited)
<S>                                                                         <C>          <C>
Assets
Current assets:
     Cash and cash equivalents ..........................................   $  69,501    $ 114,411
     Accounts receivable, net ...........................................       7,466        5,017
     Merchandise inventories ............................................      14,136       14,021
     Prepaid expenses and other current assets ..........................       6,135        5,802
                                                                            ---------    ---------
Total current assets ....................................................      97,238      139,251

Restricted cash .........................................................         802          738
Property, equipment and leasehold improvements, net .....................       9,639        6,902
Goodwill, net ...........................................................      33,720       40,103
Trade names and other intangible assets, net ............................      17,368       19,978
Other assets ............................................................         799          774
                                                                            ---------    ---------
                                                                            $ 159,566    $ 207,746
                                                                            =========    =========

Liabilities and stockholders' equity
Current liabilities:
     Accounts payable ...................................................   $   6,401    $   9,935
     Accrued expenses ...................................................       9,897       13,088
     Deferred revenue ...................................................       3,660        2,182
     Other current liabilities ..........................................         920          515
                                                                            ---------    ---------
Total current liabilities ...............................................      20,878       25,720

Other liabilities .......................................................         856          496

Commitments and contingencies

Stockholders' equity:
     Preferred stock,  $.01 par value, authorized: 4,351,943 shares in
     2001 and 2000; issued and outstanding: none in 2001 and 2000 .......          --           --
     Common stock,  $.01 par value, authorized: 200,000,000 shares in
     2001 and 2000;  issued and outstanding: 53,365,801 in 2001 and
     53,128,715 in 2000 .................................................         534          531
     Additional paid-in capital .........................................     269,151      268,849
     Deferred employee compensation .....................................      (4,794)      (7,786)
     Accumulated deficit ................................................    (127,059)     (80,064)
                                                                            ---------    ---------
Total stockholders' equity ..............................................     137,832      181,530
                                                                            ---------    ---------
                                                                            $ 159,566    $ 207,746
                                                                            =========    =========
</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,
                                                              ---------------------------------------------------------------------
                                                                   2001              2000               2001              2000
                                                              ---------------------------------------------------------------------
<S>                                                           <C>                <C>                <C>                <C>
Revenues:
     Subscriber ........................................      $      7,080       $      1,233       $     12,445       $      2,010
     Equipment .........................................             2,590                818              4,979              1,477
     Other .............................................               100                  4                345                  9
                                                              ------------       ------------       ------------       ------------
                                                                     9,770              2,055             17,769              3,496
Costs and expenses:
     Cost of subscriber airtime ........................             6,841              1,384              8,571              2,466
     Cost of network operations ........................               947                120              1,702                218
     Cost of equipment revenue .........................             6,812              1,003              9,722              1,893
     Sales and marketing ...............................             8,233              8,509             16,012             13,332
     General and administrative ........................            11,391              8,107             20,731             14,693
     Depreciation and amortization .....................               713                147              1,273                248
     Amortization of goodwill and other intangibles.....             4,537                 75              9,074                 75
                                                              ------------       ------------       ------------       ------------
                                                                    39,474             19,345             67,085             32,925
                                                              ------------       ------------       ------------       ------------
Loss from operations ...................................           (29,704)           (17,290)           (49,316)           (29,429)

Interest income, net ...................................               842              2,323              2,321              2,511
                                                              ------------       ------------       ------------       ------------
Net loss ...............................................      $    (28,862)      $    (14,967)      $    (46,995)      $    (26,918)

Beneficial conversion feature and accretion of
   redemption value of  mandatorily redeemable
     convertible preferred stock .......................                --               (609)                --            (30,547)
                                                              ------------       ------------       ------------       ------------
Net loss applicable to common stockholders .............      $    (28,862)      $    (15,576)      $    (46,995)      $    (57,465)
                                                              ============       ============       ============       ============

Basic net loss per share applicable to common
   stockholders ........................................      $      (0.55)      $      (0.34)      $      (0.89)      $      (1.65)
Diluted net loss per share applicable to common
   stockholders ........................................      $      (0.54)      $      (0.34)      $      (0.88)      $      (1.65)
                                                              ============       ============       ============       ============
Weighted average shares used in computation of
   basic net loss per share applicable to common
     stockholders ......................................        52,707,741         45,948,316         52,641,757         34,916,673

Weighted average shares used in computation of
   diluted net loss per share applicable to
     common stockholders ...............................        53,274,795         45,957,031         53,208,811         34,933,114
</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,
                                                                             -------------------------
                                                                              2001              2000
                                                                             -------------------------
<S>                                                                        <C>             <C>
Operating activities
Net loss ............................................................      $ (46,995)      $ (26,918)
Adjustments to reconcile net loss to net cash used in operating
   activities:
  Depreciation and amortization .....................................          1,273             248
  Amortization of intangible assets .................................          9,074              75
  Provision for losses on accounts receivable .......................            880             140
  Non-cash employee compensation ....................................          2,356          11,061
  Non-cash rent expense .............................................             39              73
  Non-cash marketing charges ........................................          1,341              --
    Changes in operating assets and liabilities:
    Increase in accounts receivable .................................         (3,329)           (706)
    Increase in merchandise inventories .............................           (115)           (149)
    Increase in prepaid expenses and other assets ...................         (1,317)         (4,737)
    Decrease in accounts payable ....................................         (3,534)         (1,641)
    (Decrease) increase in accrued expenses .........................         (2,137)          2,216
    Increase (decrease) in deferred revenue .........................          1,478             (42)
                                                                           ---------       ---------
Net cash used in operating activities ...............................        (40,986)        (20,380)

Investing activities
Purchase of property, equipment and leasehold improvements ..........         (3,799)         (2,901)
Acquisition of business, net of acquired cash .......................            (82)           (237)
                                                                           ---------       ---------
Net cash used in investing activities ...............................         (3,881)         (3,138)

Financing activities
Proceeds from sale of common stock and stock purchase warrants, net .            176         146,843
Proceeds from sale of preferred stock ...............................             --          24,637
Payments made on capital lease obligations ..........................           (219)            (91)
                                                                           ---------       ---------
Net cash (used in) provided by financing activities .................            (43)        171,389
                                                                           ---------       ---------

(Decrease) increase in cash and cash equivalents ....................        (44,910)        147,871
Cash and cash equivalents at beginning of period ....................        114,411           6,344
                                                                           ---------       ---------
Cash and cash equivalents at end of period ..........................      $  69,501       $ 154,215
                                                                           =========       =========

Non-cash investing and financing activities
Acquisition of equipment through capital leases .....................      $     211       $      --

Issuance of common stock purchase warrants in exchange for sales and
marketing services ..................................................      $     765       $      --

Common stock issued in connection with sale of preferred stock ......      $      --       $   3,649

Common stock and stock options issued in connection with
acquisitions ........................................................      $      --       $  43,490

Common stock issued in connection with cashless warrant exercise ....      $      --       $   3,088
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       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 and  include  the  results  of  GoAmerica,  Inc.  (the
"Company") and its wholly-owned subsidiaries.  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 the Company's  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
its financial position as of June 30, 2001 and the results of its operations and
its cash flows for the three and six month periods ended June 30, 2001 and 2000.
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 for the year ended December 31, 2000.

     Results for the interim  period are not  necessarily  indicative of results
that may be expected for the entire year.  During the first quarter of 2001, the
Company renegotiated certain contractual  obligations.  As a result, the Company
recorded  a  $1.9   million   one-time   reduction   of  accruals   for  certain
subscriber-related costs recorded in prior periods.

Note 2 - Significant Accounting Policies:

Cost of Network Operations

     Effective  January 1, 2001,  the Company  began  reporting  cost of network
operations as a separate cost component in the  statements of operations.  Costs
included  are  facility  lease  and  related  employee  salaries  and  benefits.
Previously,   these  costs  were   reported  as  a  component   of  general  and
administrative expenses. All prior period results reflect such reclassification.

Recent Accounting Pronouncements

     In May 2000, the Emerging Issues Task Force,  or EITF,  reached a consensus
on EITF  00-14,  "Accounting  for  Certain  Sales  Incentives",  which  provides
guidance on accounting for  discounts,  coupons,  rebates and free products,  as
well as the  classification  of  these  discounts,  coupons,  rebates  and  free
products in the statement of operations.  The Company  adopted the provisions of
EITF 00-14  effective  April 1, 2001. The adoption of the consensus  resulted in
the  reclassification  of certain sales  incentives as a reduction of subscriber
revenues. All prior period results reflect such reclassification. Prior to April
1, 2001, such incentives were recorded as reductions to equipment  revenue.  The
adoption of this consensus had no impact on total revenues or on net loss.

     On July 20, 2001, the Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  141,   "Business
Combinations"  and SFAS No. 142,  "Goodwill and Other  Intangible  Assets".  The
Company is  required to adopt these  pronouncements  beginning  January 1, 2002.
SFAS No. 141 requires all business combinations initiated after June 30, 2001 to
be accounted for using the purchase method of accounting. The impact of adopting
SFAS No.  141 is not  expected  to be  significant.  SFAS No.  142  changes  the
accounting for goodwill and other intangible assets.  Goodwill will no longer be
subject to amortization over its estimated useful life. Rather, goodwill will be
subject  to  at  least  an  annual  assessment  for  impairment  by  applying  a
fair-value-based  test.  All other  acquired  intangibles  should be  separately
recognized  if  the  benefit  of  the  intangible   asset  is  obtained  through
contractual  or other  legal  rights,  or if the  intangible  asset can be sold,
transferred,  licensed, or exchanged,  regardless of the acquirer's intent to do
so. Other  intangibles  will be amortized  over their useful lives.  The Company
will apply the new rules on accounting for goodwill and other intangible  assets
beginning  in the first  quarter  of 2002.  Application  of the  nonamortization
provisions  of the SFAS No. 142 is  expected  to result in a decrease in the net
loss of approximately $12.8 million ($0.24 per share) per year. During 2002, the
Company will perform the first of the required  impairment tests of goodwill and
indefinite  lived  intangible  assets as of  January  1,  2002 and as such,  the
Company  has not yet been  determined  what the effect of these tests will be on
the results of operations and financial position of the Company.


                                        5
<PAGE>

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 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 applicable 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.
The weighted average number of shares utilized in arriving at basic earnings per
share reflects an adjustment to exclude  567,055 common shares for the three and
six month  periods ended June 30, 2001 and 8,715 and 4,537 common shares for the
three and six month periods ended June 30, 2000,  respectively,  for outstanding
shares held in escrow as a result of the  Company's  acquisitions  during  2000.
Diluted  earnings per share is determined  in the same manner as basic  earnings
per share except that the number of shares does not include the  adjustment  for
escrowed shares and is increased assuming exercise of dilutive stock options and
warrants using the treasury stock method.  The weighted average number of shares
utilized in arriving at diluted earnings per share presented reflect adjustments
to include  12,084  common  shares for the six month  period ended June 30, 2000
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 issued for nominal
consideration)  have been excluded from the calculation of diluted  earnings per
share.

Note 4 - Inventory:

     During the quarter ended June 30, 2001,  the Company  recorded a write-down
of approximately $3.8 million in order to reflect inventory at the lower of cost
or market. The write-down  primarily relates to wireless modems supporting older
PALM OS based models for which sales were lower than expected and a charge for a
lower of cost to market  adjustment  related to other  equipment  which remained
unsold.

Note 5 - Warrant Issuance

     During January 2001, the Company entered into a service agreement with Sony
Electronics Inc.  ("Sony") with an initial term of one year. In conjunction with
this  agreement,  the  Company  issued  Sony a warrant to purchase up to 500,000
shares of the Company's  common stock at an exercise  price of $16.00 per share.
This  warrant was  exercisable  at the date of grant and expires in three years.
The  warrant  had an  estimated  fair  market  value  at the  date of  grant  of
approximately  $765,000 of which  approximately  $383,000 was  recognized by the
Company  during  the six  months  ended  June 30,  2001 as sales  and  marketing
expense.  The Company will recognize the unamortized  portion over the remaining
term of the agreement. Such warrant remains outstanding as of June 30, 2001.




                                    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, instant messaging, mobile office 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 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 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.

     The Company  maintains its inventory  levels to ensure  adequate  supply of
wireless devices to its customers.  The increase in inventory levels during 2000
and 2001 is based upon the  anticipation  that the demand for such  devices will
continue to increase over future quarters.  The Company regularly  evaluates the
carrying  value of its inventory to ensure that  adequate  provision is made for
potential excess or obsolete  inventory.  This evaluation includes an assessment
of days sales in inventory  based on  anticipated  future  sales,  technological
advances  within the wireless  industry and  historical  sales as relevant.  The
principal  element  in  the  evaluation  of  inventory  levels  is the  days  of
anticipated  future days sales in inventory given the Company's  rapidly growing
subscriber  base and  anticipated  customer growth over the next 90 to 180 days.
Projection  of future  sales  levels  is  highly  subjective  and  actual  sales
activities may differ from the Company's projections. Should actual sales levels
be less than  Management's  projections or if changes in technology occur beyond
those anticipated by Management, the Company could be exposed to the possibility
of having  excess or obsolete  inventory on hand.  During the quarter ended June
30, 2001,  the Company  recorded a write-down of  approximately  $3.8 million in
order to  reflect  inventory  at the  lower of cost or  market.  The  write-down
primarily  relates to wireless modems  supporting older PALM OS based models for
which sales were lower than  expected and a charge for a lower of cost to market
adjustment related to other equipment which remained unsold.

Results of Operations

Three months ended June 30, 2001 Compared to Three months ended June 30, 2000

     Subscriber revenue.  Subscriber revenue increased 474%, to $7.1 million for
the three  months  ended June 30, 2001 from $1.2  million  for the three  months
ended June 30, 2000. The increase was due to increased subscriber levels as well
as the June 2000 acquisition of Wynd Communications  Corporation  ("Wynd").  Our
subscriber  base  increased to 100,647  subscribers at June 30, 2001 from 18,367
subscribers  at June 30,  2000.  We expect  the number of our  subscribers  will
increase as a result of our expanded  sales and marketing  efforts.  Our average
monthly  revenue per user (ARPU)  decreased to $27.41 for the three months ended
June 30, 2001 from $36.81 for the three months ended June 30, 2000.  The decline
in ARPU was due to an increase in the number of new subscribers  from our Go.Web
channel  partners.  During the third quarter 2001, we are  implementing new CDPD
plans which offer  unlimited usage within a designated  nationwide  service area
with a limited  amount of roaming for a flat  monthly  fee.  Additional  roaming
usage under these plans will be billed to the subscriber by the kilobyte.

     Equipment  revenue.  Equipment  revenue increased 217%, to $2.6 million for
the three  months  ended June 30, 2001 from  $818,000 for the three months ended
June 30, 2000.  This  increase was primarily due to an increase in the number of
mobile  devices sold during the three months ended June 30, 2001 compared to the
three months ended June 30, 2000.


                                       7

<PAGE>

     Other revenue.  Other revenue,  which consists primarily of revenue derived
from consulting services,  increased to $100,000 for the three months ended June
30, 2001 from $4,000 for the three months ended June 30, 2000. This increase was
primarily due to the November 2000  acquisition  of Flash  Creative  Management,
Inc. ("Flash").  We have not pursued consulting projects and consulting services
to third parties.

     Cost of subscriber  airtime.  Cost of subscriber airtime increased 394%, to
$6.8  million for the three months ended June 30, 2001 from $1.4 million for the
three  months  ended  June  30,  2000.  This  increase  was due to  higher  than
anticipated  roaming costs incurred,  the completion of the acquisition of Wynd,
an  increase in our  subscriber  base and a related  increase  in airtime  usage
during the three months  ended June 30, 2001  compared to the three months ended
June 30,  2000.  Roaming  costs  increased  to $2.4 million for the three months
ended June 30, 2001. We expect the number of subscribers  and related use of our
services to increase which will result in increased costs of subscriber airtime.

     Cost of network operations.  Cost of network operations  increased 689%, to
$947,000 for the three  months  ended June 30, 2001 from  $120,000 for the three
months ended June 30, 2000. This increase was due to the opening of our Wireless
Internet  Connectivity Center in New York City on October 31, 2000.

     Cost of equipment  revenue.  Cost of equipment  revenue  increased 579%, to
$6.8  million for the three months ended June 30, 2001 from $1.0 million for the
three  months  ended  June 30,  2000.  This  increase  primarily  was due to the
write-down of equipment of approximately $3.8 million discussed above as well as
an increase in the number of mobile  devices  sold during the three months ended
June 30, 2001 compared to the three months ended June 30, 2000.

     Sales and marketing. Sales and marketing expenses decreased to $8.2 million
for the three  months ended June 30, 2001 from $8.5 million for the three months
ended June 30, 2000.  This decrease  primarily was due to decreased  advertising
costs paid to third parties and was partially  offset by increased  salaries and
benefits  for  personnel  performing  sales  and  marketing  activities  and was
incrementally  increased as a result of the acquisition of Wynd. We expect sales
and  marketing  expenses  to remain flat to  slightly  lower as we leverage  our
channel relationships.

     General and administrative.  General and administrative  expenses increased
to $11.4  million for the three months ended June 30, 2001 from $8.1 million for
the three  months  ended  June 30,  2000.  This  increase  primarily  was due to
increased salaries and benefits for personnel  performing  business  development
and  general  corporate  activities,  a one time  severance  payment to a former
Hotpaper.com,  Inc.  ("Hotpaper")  executive in the amount of $242,000 increased
facility costs and was  incrementally  increased as a result of the acquisitions
of  Wynd,  Hotpaper  and  Flash  and  was  partially  offset  by a  decrease  of
approximately  $5.0 million in stock-based  compensation.  We expect general and
administrative  expenses to increase as we add  personnel  and incur  additional
expenses related to the anticipated growth of our business.

     Amortization of goodwill and other intangibles.  For the three months ended
June 30, 2001, the Company incurred $4.5 million of amortization of goodwill and
other intangibles arising from the acquisitions of Wynd, Hotpaper and Flash.

     Interest income. Interest income decreased to $842,000 for the three months
ended June 30, 2001 from $2.3  million for the three months ended June 30, 2000.
This  decrease  primarily was due to  utilization  of funds for  operations  and
infrastructure build out.

Six months ended June 30, 2001 Compared to Six months ended June 30, 2000

     Subscriber revenue. Subscriber revenue increased 519%, to $12.4 million for
the six months  ended June 30, 2001 from $2.0  million for the six months  ended
June 30, 2000.  The increase was due to increased  subscriber  levels as well as
the June 2000  acquisition  of Wynd.  Our  subscriber  base increased to 100,647
subscribers at June 30, 2001 from 18,367 subscribers at June 30, 2000. We expect
the number of our  subscribers  will increase as a result of our expanded  sales
and  marketing  efforts.  Our ARPU  decreased to $27.98 for the six months ended
June 30, 2001 from $34.68 for the six months ended June 30, 2000. The decline in
ARPU was due to an  increase  in the number of new  subscribers  from our Go.Web
channel partners.

     Equipment  revenue.  Equipment  revenue increased 237%, to $5.0 million for
the six months  ended June 30, 2001 from $1.5  million for the six months  ended
June 30, 2000.  This  increase was primarily due to an increase in the number of
mobile  devices sold during the six months  ended June 30, 2001  compared to the
six months ended June 30, 2000.


                                       8

<PAGE>


     Other revenue.  Other revenue,  which consists primarily of revenue derived
from  consulting  services,  increased to $345,000 for the six months ended June
30, 2001 from $9,000 for the six months ended June 30, 2000.  This  increase was
primarily due to the November 2000 acquisition of Flash.

     Cost  of  subscriber  airtime.   During  the  first  quarter  of  2001,  we
renegotiated  certain contractual  obligations.  As a result, we recorded a $1.9
million  one-time  reduction  of accruals for certain  subscriber-related  costs
recorded in prior periods.  Cost of subscriber  airtime  increased 248%, to $8.6
million  for the six months  ended June 30,  2001 from $2.5  million for the six
months  ended  June  30,  2000.  Excluding  the  one-time  adjustment,  cost  of
subscriber  airtime  increased  326%,  to $10.5 million for the six months ended
June 30, 2001 from $2.5  million for the six months  ended June 30,  2000.  This
increase  was  due to  higher  than  anticipated  roaming  costs  incurred,  the
completion of the  acquisition of Wynd, an increase in our subscriber base and a
related  increase  in airtime  usage  during the six months  ended June 30, 2001
compared to the six months ended June 30, 2000.  Roaming costs increased to $3.1
million  for the six  months  ended  June 30,  2001.  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 network operations.  Cost of network operations  increased 680%, to
$1.7  million for the six months  ended June 30, 2001 from  $218,000 for the six
months ended June 30, 2000. This increase was due to the opening of our Wireless
Internet Connectivity Center in New York City on October 31, 2000.

     Cost of equipment  revenue.  Cost of equipment  revenue  increased 414%, to
$9.7  million for the six months  ended June 30, 2001 from $1.9  million for the
six  months  ended  June  30,  2000.  This  increase  primarily  was  due to the
write-down of equipment of approximately $3.8 million discussed above as well as
an increase  in the number of mobile  devices  sold during the six months  ended
June 30, 2001 compared to the six months ended June 30, 2000.

     Sales  and  marketing.  Sales and  marketing  expenses  increased  to $16.0
million for the six months  ended June 30,  2001 from $13.3  million for the six
months  ended  June 30,  2000.  This  increase  primarily  was due to  increased
salaries and benefits for personnel  performing sales and marketing  activities,
was  incrementally  increased  as a result  of the  acquisition  of Wynd and was
partially offset by decreased advertising costs paid to third parties.

     General and administrative.  General and administrative  expenses increased
to $20.7  million for the six months ended June 30, 2001 from $14.7  million for
the six months ended June 30, 2000. This increase primarily was due to increased
salaries and benefits for personnel  performing business development and general
corporate activities, increased facility costs, was incrementally increased as a
result of the acquisitions of Wynd,  Hotpaper and Flash and was partially offset
by a decrease of approximately $8.7 million in stock-based compensation.

     Amortization  of goodwill and other  intangibles.  For the six months ended
June 30, 2001, the Company incurred $9.1 million of amortization of goodwill and
other intangibles arising from the acquisitions of Wynd, Hotpaper and Flash.

     Interest  income.  Interest  income  decreased  to $2.3 million for the six
months  ended June 30, 2001 from $2.5  million for the six months ended June 30,
2000. This decrease primarily was due to utilization of funds for operations and
infrastructure build out.

Liquidity and Capital Resources

     Since our  inception  through  April 12, 2000,  we financed our  operations
primarily through private placements of our equity securities and our redeemable
convertible preferred stock. On April 12, 2000, we consummated an initial public
offering of  10,000,000  shares of our Common  Stock at a price to the public of
$16.00 per share, all of which shares were issued and sold by us. As of June 30,
2001,  we had $69.5  million in cash and cash  equivalents  and $76.4 million of
working capital.

     Net cash used in operating  activities increased from $20.4 million for the
six months  ended June 30, 2000 to $41.0  million for the six months  ended June
30, 2001. This increase primarily was due to increased losses from operations.

     Net cash used in investing  activities  was $3.9 million for the six months
ended June 30, 2001. Cash used in investing  activities for the six months ended
June 30, 2001 was principally for purchases of property, equipment and leasehold
improvements.


                                       9


<PAGE>


     Net cash used by financing  activities was $43,000 for the six months ended
June 30, 2001.  Cash used in financing  activities for the six months ended June
30,  2001 was for  repayment  of  capital  leases  and was  partially  offset by
proceeds from the exercise of stock options.

     As of June 30, 2001,  our principal  commitments  consisted of  obligations
outstanding under operating leases. As of June 30, 2001, future minimum payments
for non-cancelable  operating leases having terms in excess of one year amounted
to $12.8  million,  of which  approximately  $1.5  million  is  payable  for the
remainder  of  2001.  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.  Additionally,  we  have  existing  supply  agreements  with
equipment manufacturers under which we are obligated to purchase an aggregate of
approximately $5 million of wireless devices during 2001.

     We believe that our existing  available  cash,  including the proceeds from
our initial public offering, will be adequate to satisfy our current and planned
operations for at least the next 15 months. There can be no assurance,  however,
that we will not  require  additional  financing  prior to such time to fund our
operations or possible acquisitions.

Forward Looking Statements

     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 and offer new services;  (v)
our dependence on wireless carrier  networks;  (vi) our need to expand our sales
and marketing  activities  and build the GoAmerica  brand;  (vii) our ability to
respond to increased  competition  in the  wireless  data  industry;  (viii) our
ability to integrate acquired  businesses and technologies;  (ix) our ability to
leverage  strategic  alliances to generate  revenue  growth;  (x) our ability to
increase  or  maintain  gross  margins,  profitability,  liquidity  and  capital
resources;  and (xi) our ability to manage expanded  operations.  As a result of
such risks and others expressed from time to time in the Company's  filings with
the Securities and Exchange Commission,  the Company's actual results may differ
materially  from the  results  discussed  in or implied  by the  forward-looking
statements contained herein.

Recent Accounting Pronouncements

     In May 2000, the Emerging Issues Task Force,  or EITF,  reached a consensus
on EITF  00-14,  "Accounting  for  Certain  Sales  Incentives",  which  provides
guidance on accounting for  discounts,  coupons,  rebates and free products,  as
well as the  classification  of  these  discounts,  coupons,  rebates  and  free
products in the statement of operations.  The Company  adopted the provisions of
EITF 00-14  effective  April 1, 2001. The adoption of the consensus  resulted in
the  reclassification  of certain sales  incentives as a reduction of subscriber
revenues. All prior period results reflect such reclassification. Prior to April
1, 2001,  such  incentives  were  recorded  entirely as  reductions to equipment
revenue. The adoption of this consensus had no impact on net loss.



                                       10

<PAGE>


     On July 20, 2001, the Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  141,   "Business
Combinations"  and SFAS No. 142,  "Goodwill and Other  Intangible  Assets".  The
Company is  required to adopt these  pronouncements  beginning  January 1, 2002.
SFAS No. 141 requires all business combinations initiated after June 30, 2001 to
be accounted for using the purchase method of accounting. The impact of adopting
SFAS No.  141 is not  expected  to be  significant.  SFAS No.  142  changes  the
accounting for goodwill and other intangible assets.  Goodwill will no longer be
subject to amortization over its estimated useful life. Rather, goodwill will be
subject  to  at  least  an  annual  assessment  for  impairment  by  applying  a
fair-value-based  test.  All other  acquired  intangibles  should be  separately
recognized  if  the  benefit  of  the  intangible   asset  is  obtained  through
contractual  or other  legal  rights,  or if the  intangible  asset can be sold,
transferred,  licensed, or exchanged,  regardless of the acquirer's intent to do
so. Other  intangibles  will be amortized over their useful lives. We will apply
the new rules on accounting for goodwill and other  intangible  assets beginning
in the first quarter of 2002.  Application of the nonamortization  provisions of
the  SFAS  No.  142 is  expected  to  result  in a  decrease  in the net loss of
approximately  $12.8  million  ($0.24 per share) per year.  During 2002, we will
perform the first of the required  impairment  tests of goodwill and  indefinite
lived  intangible  assets as of  January  1,  2002 and as such,  we have not yet
determined  what the effect of these tests will be on the results of  operations
and financial position of the Company.

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,  2001 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 net loss of approximately $695,000 based on cash and cash equivalent balances
at June 30, 2001. We currently  hold no derivative  instruments  and do not earn
foreign-source income.


                                       11

<PAGE>


                           PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

Changes in Securities

     None.

Use of Proceeds

     On April 6,  2000,  the  Commission  declared  effective  our  Registration
Statement on Form S-1 (No. 333-94801) as filed with the Commission in connection
with our 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, now CSFBdirect. Pursuant to such Registration Statement, on April 12,
2000 we consummated  the issuance and sale of an aggregate of 10,000,000  shares
of our Common Stock,  for a gross aggregate  offering price of $160 million.  We
incurred underwriting  discounts and commissions of approximately $11.2 million.
In connection  with such offering,  we incurred total expenses of  approximately
$2.6  million.  As of June 30, 2001,  approximately  $69.5 million of the $146.2
million in net  proceeds  received  by us upon  consummation  of such  offering,
pending  specific  application,  were invested in short-term,  investment-grade,
interest-bearing  instruments.  The remaining  $76.7 million of the net proceeds
have been specifically  applied as follows: (i) $5.1 million for the acquisition
of other businesses;  (ii) $23.1 million for sales and marketing expenses; (iii)
$5.7  million for the  purchase of capital  assets;  and (iv) $42.8  million for
working capital needs.

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

     The Annual Meeting of Stockholders was held on May 2, 2001.

     There were present at the Annual Meeting in person or by proxy stockholders
holding an aggregate of 44,420,390  shares of Common Stock out of a total number
of 53,239,963 shares of Common Stock issued and outstanding and entitled to vote
at the Annual Meeting. The results of the vote taken at such Annual Meeting with
respect to the  election of the  nominees to be our Class A directors as elected
by the holders of the Common Stock to hold office until the 2004 Annual  Meeting
were as follows:

Nominees                                     For                     Withheld
--------                                     ---                     --------
Joseph Korb                           44,109,711 Shares           310,679 Shares
Mark Kristoff                         44,109,711 Shares           310,679 Shares

     Brian  Bailey  and  Robi  Blumenstein  continued  their  terms  as  Class B
directors, such terms expiring at the 2002 Annual Meeting of Stockholders.  Adam
Dell,  Aaron  Dobrinsky  and  Alan  Docter  continued  their  terms  as  Class C
directors, such terms expiring at the 2003 Annual Meeting of Stockholders.

     A proposal was  introduced  to approve the amendment to our 1999 Stock Plan
to increase the maximum number of shares of Common Stock available for the award
of  incentive  stock  options  under  the 1999  Stock  Plan  from  4,800,000  to
10,624,743.  This  proposal was approved with the  following  votes:  31,677,437
shares voted in favor of such proposal, 1,009,380 shares were voted against such
proposal,  37,418 shares abstained from voting, and there were 11,696,155 broker
non-votes.

     In addition,  a vote of the stockholders was taken at the Annual Meeting on
the proposal to ratify the  appointment of Ernst & Young LLP as our  independent
auditors for the fiscal year ending  December 31, 2001.  The results of the vote
taken were as follows: 44,387,310 shares voted in favor of such proposal, 27,077
shares were voted against such proposal and 6,003 shares abstained from voting.


                                       12

<PAGE>


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

     (a)  Exhibits

          10.1**-  Amendment to Supply  Agreement by and between  GoAmerica  and
Sierra Wireless Data, Inc., dated June 29, 2001.

     **Confidential  treatment has been  requested for a portion of this Exhibit
and the Company is awaiting a final  determination..  Confidential material have
been omitted and filed separately with the Securities and Exchange Commission.


     (b)  Reports on Form 8-K.

     On June 21, 2001,  we filed a Form 8-K/A  (Amendment  No. 2 to the Form 8-K
originally  filed on  September  15, 2000 and amended on November 14, 2000) with
respect to our  acquisition of  Hotpaper.com,  Inc. to insert in the Independent
Auditors'  Report the name of the city and state where the Independent  Auditors
are located.

     On June 22, 2001,  we filed a Form 8-K/A  (Amendment  No. 2 to the Form 8-K
originally  filed on July 12,  2000 and  amended  on  September  11,  2000) with
respect to our acquisition of Wynd  Communications  Corporation to insert in the
Independent  Auditors'  Report  the  name  of  the  city  and  state  where  the
Independent Auditors are located.


                                       13


<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 14, 2001                  By:    /s/ Aaron Dobrinsky
                                                   -----------------------------
                                                   Aaron Dobrinsky
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)





DATE:      August 14, 2001                  By:    /s/ Francis J. Elenio
                                                   -----------------------------
                                                   Francis J. Elenio
                                                   Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)



                                       14