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 March 31, 2004

                           Commission File No. 0-29359

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


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


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


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


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

                        Yes:   X                   No: ___

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

                        Yes: ___                   No:   X

         Indicate the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of April 30, 2004:

                  CLASS                                    NUMBER OF SHARES
                  -----                                    ----------------
       Common Stock, $.01 par value                           161,475,804


<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 March 31, 2004 and December 31, 2003....        2

                    Condensed  Consolidated  Statements  of  Operations  for the Three Months Ended
                        March 31, 2004 and 2003... .....................................................        3

                     Condensed Consolidated Statements of Cash Flows for the Three Months Ended
                        March 31, 2004 and 2003.........................................................        4

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

         Item 2.    Management's Discussion and Analysis of Financial Condition and
                        Results of Operations ..........................................................        9

                    General.............................................................................        9

                    Critical Accounting Policies and Estimates..........................................        9

                    Results of Operations...............................................................        10

                    Liquidity and Capital Resources.....................................................        11

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk..........................        13

         Item 4.    Controls and Procedures.............................................................        13

PART II.      OTHER INFORMATION.........................................................................        14

         Item 1.    Legal Proceedings...................................................................        14

         Item 2.    Changes in Securities and Use of Proceeds...........................................        14

         Item 3.    Defaults upon Senior Securities.....................................................        15

         Item 4.    Submission of Matters for a Vote of Security Holders................................        15

         Item 5.    Other Information...................................................................        16

         Item 6.    Exhibits and Reports on Form 8-K....................................................        16

SIGNATURES .............................................................................................        17
</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>
                                                                                 MARCH 31,    DECEMBER 31,
                                                                                  2004           2003
                                                                                ---------      ---------
                                                                                 (Unaudited)
<S>                                                                             <C>            <C>
 ASSETS

Current assets:
     Cash and cash equivalents ............................................     $  10,816      $     568
     Accounts receivable, net .............................................         1,636          1,737
     Other receivables ....................................................            --            534
     Merchandise inventories, net .........................................           201            213
     Prepaid expenses and other current assets ............................           433            115
                                                                                ---------      ---------
Total current assets ......................................................        13,086          3,167

Restricted cash ...........................................................           600             --
Property, equipment and leasehold improvements, net .......................         1,326          1,606
Goodwill, net .............................................................         6,000          6,000
Trade names and other intangible assets, net ..............................           552            804
Deferred debt and other financing expense, net ............................            --          1,091
Other assets ..............................................................           178            297
                                                                                ---------      ---------
                                                                                $  21,742      $  12,965
                                                                                =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable .....................................................     $     568      $   1,472
     Accrued expenses .....................................................           735          3,040
     Bridge note payable, net .............................................            --            625
     Deferred revenue .....................................................           523            673
     Other current liabilities ............................................            11             13
                                                                                ---------      ---------
Total current liabilities .................................................         1,837          5,823

Commitments and contingencies

Stockholders' equity:
     (Common stock,  $.01 par value, authorized: 200,000,000 shares in
     2004 and 2003) issued: 161,332,108 in 2004 and 54,788,618 in 2003              1,613            548
     Additional paid-in capital ...........................................       283,811        271,025
     Accumulated deficit ..................................................      (265,519)      (264,431)
                                                                                ---------      ---------
Total stockholders' equity ................................................        19,905          7,142
                                                                                ---------      ---------
                                                                                $  21,742      $  12,965
                                                                                =========      =========
</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 MARCH 31,
                                                                         ------------------------------
                                                                             2004              2003
                                                                         ------------------------------
<S>                                                                      <C>               <C>
 REVENUES:
      Subscriber ...................................................     $      1,866      $      2,511
      Equipment ....................................................               36               411
      Other ........................................................               46               181
                                                                         ------------      ------------
                                                                                1,948             3,103

 COSTS AND EXPENSES:
      Cost of subscriber airtime ...................................              868               737
      Cost of network operations ...................................              293               712
      Cost of equipment revenue ....................................               34               397
      Sales and marketing ..........................................              169               600
      General and administrative ...................................            1,505             3,463
      Research and development .....................................              191               515
      Depreciation and amortization of fixed assets ................              280               585
      Amortization of other intangibles ............................              252               229
                                                                         ------------      ------------
                                                                                3,592             7,238
                                                                         ------------      ------------
 Loss from operations ..............................................           (1,644)           (4,135)

 Other income (expense):
      Gain on sale of subscribers ..................................               --             1,180
      Settlement gains, net ........................................            1,621                --
      Interest expense, net ........................................           (1,065)              (12)
                                                                         ------------      ------------

 Total other income ................................................              556             1,168
                                                                         ------------      ------------

 Net loss ..........................................................     $     (1,088)     $     (2,967)
                                                                         ============      ============

 Basic net loss per share ..........................................     $      (0.01)     $      (0.05)
                                                                         ============      ============

 Diluted net loss per share ........................................     $      (0.01)     $      (0.05)
                                                                         ============      ============

 Weighted average shares used in computation of basic net loss per
       share .......................................................       79,693,307        54,069,736

 Weighted  average shares used in computation of diluted net loss per
       share .......................................................       79,693,307        54,069,736
</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>
                                                                         THREE MONTHS ENDED MARCH 31,
                                                                       ------------------------------
                                                                            2004           2003
                                                                       ------------------------------
<S>                                                                       <C>           <C>

OPERATING ACTIVITIES

Net loss ............................................................     $ (1,088)     $ (2,967)
Adjustments to reconcile net loss to net cash used in operating
   activities:
  Depreciation and amortization of fixed assets .....................          280           585
  Amortization of other intangible assets ...........................          252           229
  Amortization of deferred financing costs ..........................          624            --
  Amortization of discount on bridge note payable ...................          390            --
  Provision for losses on accounts receivable .......................            1            85
  Common stock issued for interest expense ..........................           19            --
  Settlement gains, net .............................................       (1,621)           --
  Accrued loss on sublease ..........................................           --           611
  Gain on sale of subscribers .......................................           --        (1,180)
  Non-cash employee compensation ....................................           --            79
  Non-cash rent expense .............................................           --             5
    Changes in operating assets and liabilities:

    Decrease in accounts receivable .................................          100         2,145
    Decrease in other receivables ...................................          534            --
    Decrease in merchandise inventories .............................           12           305
    (Increase) decrease in prepaid expenses and other current assets          (318)          242
    Decrease in accounts payable ....................................         (904)         (620)
    Decrease in accrued expenses and other liabilities ..............         (233)       (2,416)
        Decrease in deferred revenue ................................         (150)         (875)
                                                                          --------      --------
Net cash used in operating activities ...............................       (2,102)       (3,772)

INVESTING ACTIVITIES

Change in other assets and restricted cash ..........................         (481)          492
Proceeds from sale of subscribers ...................................           --         1,180
Acquisition of subscribers ..........................................           --           (50)
                                                                          --------      --------
Net cash (used in)  provided by investing activities ................         (481)        1,622

FINANCING ACTIVITIES

Issuance of common stock, net of related expenses ...................       12,770            --
Issuance of common stockfor exercise of stock options ...............          144            13
Increase in deferred financing costs ................................          (81)           --
Payments made on capital lease obligations ..........................           (2)          (45)
                                                                          --------      --------
Net cash provided by (used) in financing activities .................       12,831           (32)
                                                                          --------      --------

Net increase (decrease) in cash and cash equivalents ................       10,248        (2,182)
Cash and cash equivalents at beginning of period ....................          568         4,982
                                                                          --------      --------
Cash and cash equivalents at end of period ..........................     $ 10,816      $  2,800
                                                                          ========      ========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued in connection with conversion of bridge note ....     $  1,015      $     --
Common stock issued in connection with vendor settlements ...........     $    451      $     --
Application of deferred financing costs against proceeds from the ...
   sale of stock ....................................................     $   (548)     $     --
</TABLE>

During 2003, the Company  acquired through its subsidiary,  Wynd  Communications
Corporation,  approximately  3,229  subscribers  from  Boundless  Depot LLC. The
purchase  price was  approximately  $418 (of which $50 has been paid as of March
31, 2003).

   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>

                                 GOAMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


NOTE 1 - BASIS OF PRESENTATION:

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with accounting  principles  generally accepted
in the United States for interim financial information and with the instructions
to Form  10-Q and Rule  10-01 of  Regulation  S-X and  include  the  results  of
GoAmerica, Inc. (the "Company") and its wholly-owned subsidiaries.  Accordingly,
certain information and footnote  disclosures  required in financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States have been  condensed or omitted.  In the opinion of the Company's
management,   the  accompanying   unaudited  financial  statements  contain  all
adjustments (consisting only of normal recurring adjustments except as otherwise
disclosed   herein)  which  the  Company   considers   necessary  for  the  fair
presentation  of its financial  position as of March 31, 2004 and the results of
its  operations  and its cash flows for the three month  periods ended March 31,
2004 and 2003. These financial statements should be read in conjunction with the
Company's  audited  financial  statements  and  notes  thereto  included  in the
Company's  Annual  Report on Form 10-K (as amended) for the year ended  December
31, 2003.

         The Company is highly dependent on EarthLink,  Inc.  ("Earthlink")  for
billing and collections,  customer support and technical  support for certain of
our  subscribers.  The  Company  operates  in a highly  competitive  environment
subject to rapid technological change and emergence of new technology.  Although
management  believes  its services are  transferable  to emerging  technologies,
rapid  changes  in  technology  could have an  adverse  financial  impact on the
Company.  Additionally,  the Company is highly  dependent on EarthLink and other
third  parties  for  wireless   communication   devices  and  wireless   network
connectivity.

         The  Company  has  incurred  significant  operating  losses  since  its
inception  and, as of March 31, 2004,  has an  accumulated  deficit of $265,519.
During the three months ended March 31, 2004, the Company incurred a net loss of
$1,088 and used  $2,102 of cash to fund  operating  activities.  As of March 31,
2004, the Company had $10,816 in cash and cash equivalents.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

 Recent Accounting Pronouncements

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


                                      -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 SEC Staff Accounting  Bulletin No.
98 (SAB 98).

Under the provisions of SFAS 128 and SAB 98, basic loss per share is computed by
dividing the Company's net loss for the period by the weighted-average number of
shares of common stock outstanding during the period. Diluted net loss per share
excludes potential common shares if the effect is antidilutive. Diluted loss per
share is  determined  in the same manner as basic loss per share except that the
number of shares is increased  assuming  exercise of dilutive  stock options and
warrants  using the treasury  stock method.  As the Company had a net loss,  the
impact  of  the  assumed   exercise  of  the  stock   options  and  warrants  is
anti-dilutive and as such, these amounts have been excluded from the calculation
of diluted  loss per share.  For the three months ended March 31, 2004 and 2003,
approximately   22,846,229  and  14,645,119,   respectively,   of  common  stock
equivalent  shares were  excluded from the  computation  of diluted net loss per
share.

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS:

         The Company follows SFAS No. 141, "Business Combinations", and SFAS No.
142,  "Goodwill and Other  Intangible  Assets".  SFAS No.141  requires  business
combinations initiated after July 1, 2001 to be accounted for using the purchase
method of accounting.  It also specifies the types of intangible assets that are
required to be recognized and reported  separate from  goodwill.  Under SFAS No.
142,  goodwill and other  intangible  assets with indefinite lives are no longer
amortized  but are reviewed  for  impairment  annually,  or more  frequently  if
impairment indicators arise.

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

<TABLE>
<CAPTION>
                                   March 31, 2004                             December 31, 2003
                       Gross                                          Gross
                     Carrying        Accumulated                    Carrying       Accumulated
                       Amount       Amortization        Net           Amount       Amortization        Net
                  -------------------------------------------------------------------------------------------
<S>                  <C>             <C>             <C>            <C>             <C>             <C>
Trade Names          $  4,572        $ (4,111)       $    461       $  4,572        $ (4,019)       $    553
Technology              3,017          (2,971)             46          3,017          (2,925)             92
Customer Lists          2,258          (2,213)             45          2,258          (2,168)             90
Other                     418            (418)             --            418            (349)             69
Patents                 1,000          (1,000)             --          1,000          (1,000)             --
                  -------------------------------------------------------------------------------------------
                     $ 11,265        $(10,713)       $    552       $ 11,265        $(10,461)       $    804
                  ==========================================================================================
</TABLE>


         Amortization  expense for other  intangibles  totaled $252 and $229 for
the  three  months  ended  March  31,  2004 and  2003,  respectively.  Aggregate
amortization expense for intangible assets is estimated to be:


Nine Months Ending December 31, 2004          $ 369

Year Ending December 31, 2005                   183


                                      -6-
<PAGE>


NOTE 5 - STOCK-BASED COMPENSATION:

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

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


<PAGE>

<TABLE>
<CAPTION>
                                                                                    Three months ended March 31,
                                                                                     ------------------------
                                                                                        2004          2003
                                                                                     ---------      ---------
<S>                                                                                  <C>            <C>
Net loss, as reported ..........................................................     $  (1,088)     $  (2,967)
Deduct: Stock-based employee compensation expense included in reported net loss             --             79

Add: Total stock-based employee compensation expense determined under fair value
based method for all awards ....................................................          (992)        (1,149)
                                                                                     ---------      ---------
Pro forma net loss .............................................................     $  (2,080)     $  (4,037)
                                                                                     =========      =========
Loss per share - basic, as reported ............................................     $   (0.01)     $   (0.05)
                                                                                     =========      =========
Loss per share - diluted, as reported ..........................................     $   (0.01)     $   (0.05)
                                                                                     =========      =========
Pro forma loss per share - basic ...............................................     $   (0.03)     $   (0.07)
                                                                                     =========      =========
Pro forma loss per share - diluted .............................................     $   (0.03)     $   (0.07)
                                                                                     =========      =========
</TABLE>


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

NOTE 6 - CONTINGENCIES:

         On December 23, 2003, the Company executed a settlement  agreement with
Eastern Computer  Exchange,  Inc.  ("Eastern  Computer") with respect to certain
payment obligations  pursuant to two equipment leases (the "Leases") by agreeing
to pay Eastern  Computer  $350 upon closing the financing in exchange for a full
release of the  Company  and its  affiliates.  Eastern  Computer  had filed suit
against  the  Company  on  July  2,  2003,  seeking  monetary  amounts  of up to
approximately  $800 and dismissed the action  without  prejudice in October 2003
pending settlement discussions.  As of March 31, 2004, the Company had fulfilled
all its obligations under the settlement agreement with Eastern Computer.

         In  December  2003,  the  Company   executed  a  series  of  settlement
agreements  with various  vendors that provided,  upon their  consummation,  for
their reduction of amounts owed by the Company to these vendors.  Generally, the
terms of the  settlement  agreements  called for the  Company to make fixed cash
payments  or  the  issuance  of  shares  of  the  Company's  common  stock.  The
consummation  of the settlement  agreements  was  contingent  upon the Company's
complying with all of the terms of the individual  agreements,  certain of which
are as follows:

      o     Cash  payments  of  approximately  $300 to  vendors  with  which the
            Company had established settlement agreements.

      o     Establishment  of a standby  letter of credit in favor of  Cingular,
            which resulted in restricted cash in the amount of $600.


                                      -7-
<PAGE>


      All such terms and conditions were satisfied and, as a result, the Company
recorded  approximately  $1,621 in additional  settlement gains during the three
months  ended  March  31,  2004.  In  addition,  approximately  $451  of  vendor
liabilities  were  satisfied  through  the  issuance  of  775,000  shares of the
Company's common stock.

NOTE 7 - FINANCING:

      On March 10, 2004, the Company's  stockholders at a special meeting of the
stockholders approved the following:

      o     Approved the issuance of 89,900,000  shares of the Company's  common
            stock in exchange for cash consideration of $13,485.

      o     Authorized  the Board of Directors to amend the  Company's  restated
            certificate of  incorporation to effect a reverse stock split at one
            of five different ratios.

      o     Authorized  the Board of Directors to amend the  Company's  restated
            certificate  of  incorporation  to increase  the number of shares of
            common stock the Company is authorized to issue from  200,000,000 to
            350,000,000 shares,  resulting in an increase in the total number of
            authorized shares of capital stock from 204,351,943 to 354,351,943

      As a result, the Company issued a total of 96,820,797 shares of its common
stock, comprised of the 89,900,000 shares referred to above and 6,920,797 shares
upon the mandatory  conversion  of the Bridge Notes Payable and related  accrued
interest.  Approximately 5,000,000 additional shares of Common Stock were issued
to  the  offering   placement  agent  in  partial  payment  of  their  fees  and
approximately  3,000,000  additional  shares of Common  Stock were issued to the
investors in the Company's private placement,  for no additional  consideration,
related to registration statement filing requirements.  The Company received net
proceeds of approximately  $12,000 after deducting the $714 cash payment made to
the offering placement agent and deferred offering expenses such as professional
fees.  The Company  utilized  certain of the net proceeds to satisfy  settlement
agreements (see note 6).

      In connection with a bridge financing  effected on December 19, 2003 which
was part of a private  placement of securities  that was  consummated in part on
March 10, 2004,  the Company  issued to the  investors in its private  placement
warrants  convertible  into 1,353,333 shares of the Company's Common Stock at an
exercise  price of  $0.15  per  share.

      Warrants for an aggregate of 763,933  unregistered  shares of Common Stock
were exercised between February 11, 2004 and February 18, 2004.

NOTE 8 - SUBSEQUENT EVENT:

      On  May  6,  2004,   the  Company's   Board  of  Directors   approved  the
implementation  of a one-for-10  reverse  stock  split,  which is expected to be
effective as of 5:00 p.m. on May 14,  2004,  and the  Company's  Common Stock is
expected to begin  trading on a  split-adjusted  basis when trading opens on May
17, 2004.



                                      -8-
<PAGE>


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

GENERAL

GoAmerica(R)  is a  wireless  data  communications  service  provider,  offering
solutions  primarily  for  consumers  who  are  deaf,  hard  of  hearing  and/or
speech-impaired. We currently develop, market and support most of these services
through Wynd Communications Corporation, a wholly owned subsidiary of GoAmerica.
Wynd   Communications   offers  enhanced   services  known  as  WyndTell(R)  and
WyndPower(TM),   which  assist  our  deaf  or  hard  of  hearing   customers  in
communicating  from most  major  metropolitan  areas in the  continental  United
States and parts of Canada.  WyndTell and WyndPower  allow customers to send and
receive email messages to and from any email  service,  provide for delivery and
acknowledgements  of sent messages that are read, send and receive TTY/TDD (text
telephone or teletypewriter)  messages,  faxes, and text-to-speech messages, and
access the Internet using such wireless computing devices as Research in Motion,
or RIM,  wireless  handheld  devices,  certain  Motorola  paging devices and the
T-Mobile  Sidekick,  Fido hiptop,  and SunCom hiptop  devices  running on Danger
Inc.'s hiptop platform.  Additionally,  GoAmerica continues to support customers
who use  our  proprietary  software  technology  called  Go.Web(TM).  Go.Web  is
designed for use mainly by enterprise customers to enable secure wireless access
to  corporate  data and the  Internet on  numerous  wireless  computing  devices
(RIM's,  BlackBerry and interactive handheld devices;  Microsoft Pocket PC-based
personal digital  assistants;  Palm operating  system-based  handheld  computing
devices;  and laptop  computers).  The Wynd  Communications  and Go.Web services
transmit over most major wireless data networks in North  America.  Our revenues
are derived  principally  from  subscription  to our  value-added  wireless data
services,  for which customers  typically pay monthly  recurring fees. We derive
additional  revenue  from  the  sale  of  wireless  communications  devices  and
commissions  from the  acquisition of subscribers on behalf of various  wireless
network  providers.  We continue to engineer our  technology to operate with new
versions of wireless devices as they emerge.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

         Management believes the following critical accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its  consolidated  financial  statements.  Historically,  we have
derived our revenue  primarily from the sale of basic and  value-added  wireless
data  services  and the  sale of  related  mobile  devices.  Subscriber  revenue
consists  primarily of monthly charges for access and usage and is recognized as
the services are provided. We also generally charge a non-refundable  activation
fee upon initial subscription. To the extent such fees exceed the related costs,
they are deferred and  recognized  ratably over the life of the related  service
contracts,  which is  generally  six  months,  one year or two years.  Equipment
revenue is  recognized  upon  shipment  to the end user.  We have also  provided
mobile  devices to our  customers  at prices below our costs as  incentives  for
customers to enter into service  agreements.  Such  incentives are recorded as a
deferred asset and amortized  against  subscriber gross margins over the life of
the service agreement.  We estimate the collectibility of our trade receivables.
A  considerable  amount of  judgment  is  required  in  assessing  the  ultimate
realization of these receivables,  including  analysis of historical  collection
rates and the current  credit-worthiness of significant  customers.  Significant
changes in required  reserves have been recorded in recent periods and may occur
in the future due to the current market conditions.  We write down inventory for
estimated excess or obsolete  inventory equal to the difference between the cost
of inventory and the estimated market value based upon assumptions  about future
demand and market  conditions.  If actual market  conditions  are less favorable
than those  projected by management,  additional  inventory  write-downs  may be
required. In assessing the recoverability of our goodwill, other intangibles and
other long-lived  assets,  we must make assumptions  regarding  estimated future
cash flows.  If such  assumptions  change in the  future,  we may be required to
record impairment charges for these assets not previously recorded.


                                      -9-
<PAGE>


RESULTS OF OPERATIONS

Three months ended March 31, 2004 Compared to Three months ended March 31, 2003

         Subscriber  revenue.  Subscriber revenue decreased 26%, to $1.9 million
for the three months ended March 31, 2004 from $2.5 million for the three months
ended March 31, 2003. This decrease was primarily due to declines in higher ARPU
full service  offering  subscribers as part of our effort to improve the payment
profile  of our  subscriber  base.  Our  subscriber  base  decreased  to  70,303
subscribers  at March 31, 2004 from 85,389  subscribers  at March 31, 2003.  Our
ARPU  decreased  to $9.00 for the three  months ended March 31, 2004 from $11.71
for the three months  ended March 31,  2003.  The decline in ARPU was due to the
payment  profile effort  referenced  above. We expect revenue and ARPU to remain
relatively  constant from our continued  leveraging of strategic  agreements for
the sale of our  Go.Web  value  added  services  and  higher  ARPU  full-service
offerings through Wynd.

         Equipment revenue. Equipment revenue decreased to $36,000 for the three
months  ended March 31, 2004 from  $411,000 for the three months ended March 31,
2003.  This  decrease was  primarily  due to lower sales of mobile  devices.  We
expect equipment  revenue to increase slightly as we continue to provide devices
to new subscribers of our Wynd services

         Other revenue.  Other revenue decreased to $46,000 for the three months
ended March 31, 2004 from  $181,000  for the three  months ended March 31, 2003.
This decrease was primarily due to a decline in consulting  services provided to
third parties.  We anticipate that consulting services will decrease as a result
of our  decision  not to  pursue  certain  consulting  projects  and  consulting
services to third parties during 2004.

         Cost of subscriber  airtime.  Cost of subscriber airtime increased 18%,
to $868,000  for the three  months  ended March 31, 2004 from  $737,000  for the
three months  ended March 31,  2003.  This  increase  was  primarily  due to the
recording of one-time reductions of accruals during the three months ended March
31, 2003 for certain  subscriber-related  costs  recorded in prior  periods.  We
expect the number of our subscribers to remain relatively  constant to levels at
March 31, 2004 as we continue to improve our subscriber profile, which we expect
will result in comparable costs.

         Cost of network  operations.  Cost of network  operations  decreased to
$293,000 for the three  months ended March 31, 2004 from  $712,000 for the three
months ended March 31, 2003. This reduction reflects our recent consolidation of
our Go.Web and WyndTell production systems into a single data center operated by
a third  party  provider.  We expect our cost of network  operations  to decline
further as a result of our  recent  consolidation  of our  Go.Web  and  WyndTell
production systems into a single data center operated by a third party provider.

         Cost of equipment revenue.  Cost of equipment revenue decreased 91%, to
$34,000 for the three  months  ended March 31, 2004 from  $397,000 for the three
months ended March 31, 2003.  This decrease  primarily was due to lower sales of
mobile  devices.  In  addition,  during  the first  quarter  of 2003 a  non-cash
inventory  charge of $131,000 was  recorded to value a portion of our  remaining
inventory at the lower of cost or market. We expect cost of equipment revenue to
increase  slightly as we continue to provide  devices to new  subscribers of our
Wynd services.

         Sales and  marketing.  Sales and marketing  expenses  decreased 72%, to
$169,000 for the three  months ended March 31, 2004 from  $600,000 for the three
months  ended March 31,  2003.  This  decrease  primarily  was due to  decreased
advertising and marketing activities,  including advertising costs paid to third
parties and a decrease in salaries and benefits for personnel  performing  sales
and marketing activities.  We expect sales and marketing expenses to increase as
a percentage  of sales as we introduce new products and services to the consumer
marketplace.

         General  and  administrative.   General  and  administrative   expenses
decreased  57%, to $1.5  million for the three  months ended March 31, 2004 from
$3.5 million for the three months ended March 31, 2003. This decrease  primarily
was due to decreased  professional fees for infrastructure  buildout and general
corporate  activities,  decreased salaries and benefits for personnel performing
business  development and general  corporate  activities,  amounts paid to third
parties  for  professional  services,  a decrease  in our bad debt  expense  and
decreased  facility  costs.  We expect  general and  administrative  expenses to
decline slightly as a result of our consolidation of business operations.

         Research and development. Research and development expense decreased to
$191,000 for the three  months ended March 31, 2004 from  $515,000 for the three
months ended March 31, 2003.  This decrease  primarily was due to a reduction in
personnel performing research and development activities.


                                      -10-
<PAGE>


         Amortization of other  intangibles.  Amortization of other  intangibles
increased  for the three months ended March 31, 2004 to $252,000  from  $229,000
for the three months ended March 31, 2003.  This  increase  primarily was due to
our 2003 subscriber acquisition.  We expect amortization of other intangibles to
decrease slightly as a result of the previously mentioned subscriber acquisition
being fully amortized.

         Gain on sale of subscribers.  Gain on sale of subscribers resulted from
our  comprehensive  strategic  alliance whereby  EarthLink  purchased all of the
Company's  cellular digital packet data (CDPD) subscribers as well as certain of
the  Company's  Cingular and Motient  network  subscribers.  As a result of this
agreement,  we recorded a gain on the sale of subscribers of approximately  $1.2
million during the three months ended March 31, 2003.

         Settlement gains.  Settlement gains in the amount of approximately $1.6
million resulted from our consummation of certain settlement  agreements entered
into during 2003 with contingent  provisions satisfied by the Company during the
three months ended March 31, 2004.

         Interest  expense.   Interest  expense  primarily   resulted  from  the
amortization of debt discount and deferred debt expense which were incurred as a
result of the December 2003 Bridge Note Financing.



LIQUIDITY AND CAPITAL RESOURCES

         Since  our  inception,  we  financed  our  operations  through  private
placements of our equity  securities  and our redeemable  convertible  preferred
stock,  which resulted in aggregate net proceeds of approximately  $18.4 million
through December 31, 1999.  During the first quarter of 2000, we issued and sold
648,057  shares of Series B Preferred  Stock for net  proceeds of  approximately
$24.6  million.  In April 2000, we consummated  our 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 were issued and sold for net proceeds of $146.2 million.

         On December  19,  2003,  we entered  into  definitive  agreements  with
multiple investors  providing for the investors to purchase shares of our Common
Stock and  warrants,  for an  aggregate  purchase  price of $14.5  million  in a
private  placement  offering (the  "Financing").  As part of the  Financing,  on
December 19, 2003, we received an  approximately  $1 million secured bridge loan
from the investors.  The notes issuable in connection with the bridge  financing
converted into Common Stock upon  consummation of the Financing.  The closing of
the Financing  occurred on March 10, 2004,  immediately  after our  stockholders
approved the issuance of the securities issuable pursuant to the Financing.  The
Company received net proceeds (after  estimated  expenses) from the Financing of
approximately  $13  million,  including  the  amount  loaned to the  Company  on
December 19, 2003. Approximately $300,000 of the net proceeds were used to repay
existing indebtedness,  consisting of $120,000 to Verizon Wireless,  $100,000 to
Metricom and $80,000 to Motient. In addition,  $600,000 of the net proceeds were
used to  support  a letter  of  credit  in favor of  Cingular.  Pursuant  to the
Financing,  we issued  96,820,796  shares of Common Stock and issued warrants to
purchase a total of  11,578,512  shares of Common Stock at an exercise  price of
$0.15 per share.  As of March 31,  2004,  we had $10.8  million in cash and cash
equivalents  (exclusive  of $600,000 in restricted  cash  supporting a letter of
credit) and working capital of $11.2 million.

         We have incurred  significant  operating losses since our inception and
as of March 31, 2004 have an accumulated  deficit of $265.5 million.  During the
three months  ended March 31,  2004,  we incurred a net loss of $1.1 million and
used $2.1 million of cash to fund operating activities.  Our 2004 operating plan
includes  further  reductions  in facility  costs as a result of our  successful
renegotiation of long term lease  obligations and  consolidation of our business
operations.  This will be partially  offset by increases in sales and  marketing
expenditures  from levels  incurred during 2003 as we introduce new products and
services to the consumer marketplace. We currently anticipate that our available
cash resources  will be sufficient to fund our operating  needs for at least the
next 12 months.  At this time, we do not have any bank credit  facility or other
working  capital credit line under which we may borrow funds for working capital
or other general corporate purposes.

         Net cash used in operating  activities amounted to $2.1 million for the
three months ended March 31, 2004  principally  reflecting  our net loss and the
reduction of accounts payable and accrued  expenses  occurring after the closing
of the Financing described above.

         We used  $481,000  in cash in  investing  activities  during  the three
months  ended  March 31,  2004,  which  primarily  resulted  from an increase in
restricted cash.


                                      -11-
<PAGE>


         Net cash  provided by financing  activities  was $12.8  million for the
three months ended March 31, 2004,  which  primarily  resulted  from closing the
Financing described above.

         As  of  March  31,  2004,  our  principal   commitments   consisted  of
obligations  outstanding  under operating  leases.  As of March 31, 2004, future
minimum payments for  non-cancelable  operating leases having terms in excess of
one year amounted to $28,000, of which  approximately  $19,000 is payable in the
next twelve months.

         The following table summarizes GoAmerica's  contractual  obligations at
March 31,  2004,  and the effect such  obligations  are  expected to have on its
liquidity and cash flow in future periods.

<TABLE>
<CAPTION>
                                           Less than 1   1-3       4-5      After
March 31, (In thousands)            Total     Year      Years     Years    5 Years
<S>                                 <C>       <C>       <C>       <C>       <C>
Contractual Obligations:
    Capital Lease Obligations       $  11     $  11     $  --     $  --     $  --
    Operating Lease                    28        19         9        --        --
       Obligation
                                    -----     -----     -----     -----     -----
    Total Contractual Cash          $  39     $  30     $   9     $  --     $  --
       Obligation
                                    =====     =====     =====     =====     =====

Other Commercial Commitments:
    Standby Letter of Credit        $ 600       $--     $ 600     $  --     $  --
                                    -----     -----     -----     -----     -----
    Total Commercial Commitment     $ 600       $--     $ 600     $  --     $  --
                                    =====     =====     =====     =====     =====
</TABLE>


FORWARD LOOKING STATEMENTS

         The statements contained in this Quarterly Report on Form 10-Q that are
not  historical  facts are  forward-looking  statements  (within  the meaning of
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended).  Such
forward-looking  statements  may be  identified  by the  use of  forward-looking
terminology  such  as  "may,"  "will,"   "expect,"   "estimate,"   "anticipate,"
"continue," or similar terms,  variations of such terms or the negative of those
terms.  Such   forward-looking   statements  involve  risks  and  uncertainties,
including,  but not  limited  to: (i) our limited  operating  history;  (ii) our
ability to successfully manage our strategic alliance with EarthLink;  (iii) our
dependence on EarthLink to provide  billing,  customer and technical  support to
certain  of  our  subscribers;   (iv)  our  ability  to  respond  to  the  rapid
technological  change of the wireless data industry and offer new services;  (v)
our  dependence  on wireless  carrier  networks;  (vi) our ability to respond to
increased  competition  in the  wireless  data  industry;  (vii) our  ability to
integrate acquired  businesses and technologies;  (viii) our ability to generate
revenue  growth;  (ix) our  ability  to  increase  or  maintain  gross  margins,
profitability,  liquidity and capital  resources;  (x) our ability to manage our
remaining  operations;  and (xi) difficulties inherent in predicting the outcome
of regulatory  processes.  Such risks and others are more fully described in the
Risk Factors set forth in Exhibit 99.1 to our Annual Report on Form 10-K for the
year ended December 31, 2003. Our actual  results could differ  materially  from
the results expressed in, or implied by, such forward-looking statements.

RECENT ACCOUNTING PRONOUNCEMENTS

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


                                      -12-
<PAGE>


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, 2004,  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 $120,000 based on cash and cash equivalent balances
at March 31, 2004. We currently hold no derivative  instruments  and do not earn
foreign-source income.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

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

Changes in internal controls.

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


                                      -13-
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS.

         On February 15, 2002,  Eagle Truck Lines Inc.  (a/k/a Air Eagle,  Inc.)
filed  suit  against  GoAmerica,  Inc.  in the  Superior  Court of the  State of
California for the County of Los Angeles seeking payment of $590,000, plus other
damages,  expenses,  interest and costs of suit.  This action was removed to the
United  States  District  Court  for the  Central  District  of  California  and
subsequently,  pursuant to a motion  brought by  GoAmerica,  transferred  to the
District of New Jersey where  GoAmerica has moved to have it  consolidated  with
the action described in the next paragraph.  (This motion will be decided once a
decision  in the  various  motions to dismiss is  rendered  in the Flash  action
discussed below.) Air Eagle alleges that GoAmerica,  as successor in interest to
Flash Creative  Management,  Inc.  ("Flash"),  failed to perform its obligations
under a consulting contract dated July 2, 1999 (the "Contract"),  by and between
Flash and Air Eagle.  Air Eagle  alleges that  GoAmerica  assumed the rights and
liabilities under this Contract as a result of its purchase of substantially all
of the assets of Flash in November  2000.  On June 3, 2002,  GoAmerica  filed an
amended answer and  counterclaim,  denying the  allegations of the complaint and
seeking  payment  from Air  Eagle of an  amount  not less  than  $589,993,  plus
expenses,  interest  and costs of suit based on Air  Eagle's  failure to pay for
services rendered by Flash and GoAmerica under the Contract. The Company intends
to defend this action and pursue its counterclaim vigorously.

         In a separate but related  matter,  on July 31, 2002,  GoAmerica  filed
suit against Flash and certain former  officers and  shareholders  of Flash (the
"Flash  Defendants") in the United States District Court for the District of New
Jersey for  violations of federal and state  securities law and common law fraud
in  connection  with the sale of the  assets of Flash to  GoAmerica.  In October
2002,  each of the Flash  Defendants  filed  answers  to  GoAmerica's  complaint
denying all of the Company's  charges,  with one of the Flash Defendants  adding
counterclaims  against the Company and certain named  officers  alleging,  among
other things, fraudulent  misrepresentation,  violations of state securities law
and unjust  enrichment in excess of $1 million.  The other Flash Defendants have
been  granted  leave to amend  their  answer to  include  substantially  similar
counterclaims  against the Company and Company officer  defendants.  The Company
has filed a motion to dismiss the Flash Defendants' counterclaims, and the Flash
defendants  have filed  cross-motions  for  judgment  on the  pleadings  and for
summary  judgment  seeking  dismissal of the Company's  claims against them. All
pending  motions are briefed and have been  submitted to the Court for decision.
The Company intends to vigorously  pursue its claims against Flash and the other
named defendants in this action, and to defend the counterclaims asserted.

         In September 2003, Michael Marts, an individual residing in California,
sued Boundless Depot,  Scott Johnson and Robert  Rademacher  (collectively,  the
"Boundless Depot  Defendants"),  among others, with respect to claims for breach
of  contract  by  some  or  all  of  the  Boundless   Depot   Defendants.   Wynd
Communications   was   named   as  a   co-defendant   in  the   action   as  the
successor-in-interest  to the  Deafwireless  assets  that  Wynd and the  Company
acquired as of March 1, 2003 from the Boundless Depot Defendants  pursuant to an
asset  purchase  agreement  dated as of  February  8, 2003.  All of the  claims,
aggregating  approximately  $433,000,  arose  prior to  execution  of the  asset
purchase agreement,  with more than half of the damages claimed arising prior to
2003. Wynd and the Company intend to defend themselves  vigorously as well as to
seek to be dismissed from the action and to enforce indemnification  obligations
of the Boundless Depot Defendants pursuant to the asset purchase agreement.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Changes in Securities

During the first quarter of 2004, the Company issued securities as follows:

(a) On December 19, 2003, we entered into  definitive  agreements  with multiple
investors providing for the investors to purchase shares of our Common Stock and
warrants,  for an  aggregate  purchase  price  of  $14.5  million  in a  private
placement  offering  referred  to  herein  as  the  Financing.  As  part  of the
Financing, on December 19, 2003, we received an approximately $1 million secured
bridge loan from the investors.  The closing of the Financing  occurred on March
10,  2004,  immediately  after our  stockholders  approved  the  issuance of the
securities issuable pursuant to the Financing. The Company received net proceeds
(after  estimated  expenses)  from the Financing of  approximately  $13 million,
including the amount loaned to the Company on December 19, 2003. Pursuant to the
Financing,  we issued  96,820,796  shares of Common Stock  (including  6,920,797
shares issued upon conversion of convertible  notes described  below) and issued
warrants to purchase a total of 11,578,512 shares of Common Stock at an exercise
price of $0.15 per share.


                                      -14-
<PAGE>


(b)  Warrants  issued  in  the  Financing   covering  an  aggregate  of  763,933
unregistered shares of Common Stock were exercised between February 11, 2004 and
February  18,  2004  (all of  which  shares  were  registered  as  described  in
subsection  (c) below).  See Note 7 of the Notes to the  Company's  Consolidated
Financial Statements.

(c) Convertible notes equal to $1,015,000 aggregate principal amount were issued
by the Company as part of the  above-mentioned  bridge financing on December 19,
2003; such notes were convertible into shares of the Company's Common Stock at a
rate of  $0.15  per  share  (for a total of  6,920,797  shares)  and were  fully
converted  on  March  10,  2004.  See  Note 7 of  the  Notes  to  the  Company's
Consolidated Financial Statements.

(d) On March 10, 2004,  the Company filed a  Registration  Statement on Form S-3
covering a total of 117,774,503  shares of the Company's  Common Stock issued or
issuable in connection with the Financing. On March 22, 2004, the Securities and
Exchange Commission declared the Registration Statement effective.

The proceeds of the bridge financing and private placement  described above were
used to obtain funds needed to support the Company's  current  business plan and
to continue its operations.  Approximately  $1,824,000 of the proceeds were used
to pay  certain  creditors,  the cash  portion  of the  placement  agent's  fee,
professional  expenses,  registration and listing fees, and $600,000 was used to
support a letter of credit.  The Financing was structured as a private placement
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
Investors were limited to accredited  investors who made appropriate  investment
representations to the Company. Pending transfer pursuant to the above-mentioned
Registration Statement,  the securities issued in the Financing were legended to
reflect applicable restrictions on transfer.

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 March 31, 2004,  the remaining  $146.2  million of the net
proceeds  have been  specifically  applied as follows:  (i) $5.1 million for the
acquisition  of other  businesses;  (ii) $38.2  million for sales and  marketing
expenses; (iii) $10.9 million for the purchase of capital assets; and (iv) $92.0
million for working capital needs.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.  SUBMISSION OF MATTERS FOR A VOTE OF SECURITY HOLDERS.

         A Special Meeting of  Stockholders  of GoAmerica,  Inc. (the "Company")
was held on March  10,  2004.  The  following  matters  were  voted  upon at the
meeting:  (1) a proposal to approve,  for  purposes  of NASD  Marketplace  Rules
4350(i)(1)(B)  and  4350(i)(1)(D)(ii),  the issuance of shares of the  Company's
Common  Stock,  which may be deemed  to  result  in a change  of  control  under
applicable  NASD  rules;  (2) a proposal to  authorize  the  Company's  Board of
Directors to amend the Company's restated certificate of incorporation to effect
a reverse stock split at one of five different  ratios,  if required to maintain
the  Company's  listing on the Nasdaq  SmallCap  Market;  and (3) a proposal  to
authorize  the  Company's  Board of  Directors to amend the  Company's  restated
certificate  of  incorporation  to increase the number of shares of Common Stock
the Company is authorized to issue from 200,000,000 to 350,000,000 shares, which
will result in an increase in the total number of  authorized  shares of capital
stock  from  204,351,943  to  354,351,943  (including  4,351,943  of  authorized
preferred shares).

         There  were  present  at the  Special  Meeting,  in person or by proxy,
stockholders  holding an aggregate of 47,679,905 shares of Common Stock out of a
total number of  55,696,868  shares of Common Stock issued and  outstanding  and
entitled to vote at the Special  Meeting.  The results of the vote taken at such
Special Meeting with respect to the three proposals presented were as follows:



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<PAGE>


The votes cast for, against or abstaining from the approval of the Financing:

     FOR                       WITHHELD                  ABSTENTIONS
     ---                       --------                  -----------
  14,001,527                  1,175,151                   166,444

The votes cast for, against or abstaining from the approval of the reverse stock
split:

     FOR                       WITHHELD                  ABSTENTIONS
     ---                       --------                  -----------
  45,606,690                  1,958,971                   114,244

The votes cast for,  against or abstaining from the approval of the amendment of
the Company's  certificate of incorporation to increase the number of authorized
shares of capital stock:

     FOR                       WITHHELD                  ABSTENTIONS
     ---                       --------                  -----------
  45,671,614                  1,794,322                   213,969


ITEM 5. OTHER INFORMATION.

On August 27, 2003,  the Company  received a letter from the Nasdaq Stock Market
("Nasdaq")  Staff  stating that the  Company's  Common Stock was scheduled to be
delisted   from  the  Nasdaq   Smallcap   Market  due  to  the  Common   Stock's
non-compliance  with the $1 minimum bid price per share requirement as set forth
in Nasdaq  Marketplace  Rule 4310 (C) (4). The Company appealed the Nasdaq Staff
Determination and subsequently the Nasdaq Listings  Qualifications Panel granted
the Company a series of  temporary  exceptions,  until May 31,  2004,  to regain
compliance  with the minimum price  requirement  since the Company  continued to
meet all of the other listing requirements.  To that end, the Company's Board of
Directors received  authorization from a majority of the Company's  stockholders
at a Special Meeting of  Stockholders  held on March 10, 2004 (see Item 4 above)
to effect a reverse stock split at one of five  approved  ratios if necessary to
maintain the Company's  listing on The Nasdaq SmallCap  Market.  On May 6, 2004,
the Company's  Board of Directors  approved the  implementation  of a one-for-10
reverse  stock  split,  which is expected to be effective as of 5:00 p.m. on May
14, 2004, and the Company's  Common Stock will begin trading on a split-adjusted
basis when trading opens on May 17, 2004.

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

(a) Exhibits.

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

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

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

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

(b) During the quarter ended March 31, 2004, the registrant filed two Reports on
Form 8-K with the Commission (excluding reports submitted but not deemed "filed"
pursuant to Item 12 of the SEC's rules regarding the filing of current reports):

         On January 13,  2004,  the Company  filed a Current  Report on Form 8-K
regarding the issuance of a press release as to the Company's  receipt of notice
from Nasdaq that the Company's  temporary  exception to compliance with Nasdaq's
$1 per share minimum bid price rule was extended through May 31, 2004 (Item 5).

         On March 12,  2004,  the  Company  filed a  Current  Report on Form 8-K
regarding the  completion of the Company's  approximately  $14.5 million  equity
financing, the stockholder authorizations received by the Company at its Special
Stockholder  Meeting  on March  10,  2004,  and the  appointment  of a new Chief
Financial Officer (Item 5).


                                      -16-
<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 12, 2004                 By: /S/ DANIEL R. LUIS
                                            -----------------------------------
                                            Daniel R. Luis
                                            Chief Executive Officer
                                            (Principal Executive Officer)


DATE:      May 12, 2004                 By: /S/ DONALD G. BARNHART
                                            -----------------------------------
                                            Donald G. Barnhart
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)




                                      -17-