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, 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 July 31, 2004:

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

       Common Stock, $.01 par value                              16,317,245



<PAGE>

                                 GOAMERICA, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>           <C>                                                                                               <C>
PART I.       FINANCIAL INFORMATION...........................................................................  1
         Item 1.    Financial Statements (unaudited)..........................................................  1
                Condensed Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003...............  2
                Condensed  Consolidated  Statements of Operations for the Three and Six Months Ended June
                     30, 2004 and 2003........................................................................  3
                Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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..................................................................... ...  9
                Liquidity and Capital Resources........................................................... ...  13
         Item 3.    Quantitative and Qualitative Disclosures About Market Risk................................  15
         Item 4.        Controls and Procedures...............................................................  15
PART II.      OTHER INFORMATION...............................................................................  16
         Item 1.    Legal Proceedings.........................................................................  16
         Item 2.    Changes in Securities, Use of Proceeds and Issuers' Purchases of Equity Securities........  16
         Item 3.    Defaults upon Senior Securities...........................................................  17
         Item 4.    Submission of Matters to a Vote of Security Holders.......................................  17
         Item 5.    Other Information.........................................................................  18
         Item 6.    Exhibits and Reports on Form 8-K..........................................................  18
SIGNATURES ...................................................................................................  19
</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,
                                                                                     2004             2003
                                                                              --------------------------------
                                                                                 (Unaudited)
<S>                                                                             <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents ...........................................      $   9,099          $     568
     Accounts receivable, net ............................................          1,764              1,737
     Other receivables ...................................................             --                534
     Merchandise inventories, net ........................................            209                213
     Prepaid expenses and other current assets ...........................            550                115
                                                                                ---------          ---------
Total current assets .....................................................         11,622              3,167

Restricted cash ..........................................................            600                 --
Property, equipment and leasehold improvements, net .................               1,110              1,606
Goodwill, net .......................................................               6,000              6,000
Trade names and other intangible assets, net ........................                 369                804
Deferred debt and other financing expense, net ......................                  --              1,091
Other assets ........................................................                  95                297
                                                                                ---------          ---------
                                                                                $  19,796          $  12,965
                                                                                =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable ....................................................      $     397          $   1,472
     Accrued expenses ....................................................            634              3,040
     Bridge note payable, net ............................................             --                625
     Deferred revenue ....................................................            414                673
     Other current liabilities ...........................................              8                 13
                                                                                ---------          ---------
Total current liabilities ................................................          1,453              5,823

Commitments and contingencies

Stockholders' equity:
     Common stock,  $.01 par value, authorized: 200,000,000 shares in
     2004 and 2003, respectively; issued: 16,502,245 in 2004 and 5,478,862
     in 2003 ............................................................             165                 55
     Additional paid-in capital ..........................................        285,268            271,518
     Accumulated deficit .................................................       (266,910)          (264,431)
     Treasury stock, at cost, 185,000 shares in 2004 and none in 2003 ....           (180)                --
                                                                                ---------          ---------
Total stockholders' equity ...............................................         18,343              7,142
                                                                                ---------          ---------
                                                                                $  19,796          $  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 JUNE 30,         SIX MONTHS ENDED JUNE 30,
                                                   ------------------------------------------------------------------
                                                        2004              2003             2004            2003
                                                   ------------------------------------------------------------------
<S>                                                <C>                <C>               <C>              <C>
 REVENUES:
      Subscriber................................   $       1,523      $      2,932      $     3,389      $     5,443
      Equipment.................................              70               240              106              651
      Other.....................................               4               159               50              340
                                                   -------------      ------------      -----------      -----------
                                                           1,597             3,331            3,545            6,434
 COSTS AND EXPENSES:
      Cost of subscriber airtime, net...........             739               463            1,607            1,200
      Cost of network operations................             155               584              448            1,296
      Cost of equipment revenue.................              80               486              114              883
      Sales and marketing,  net.................             209               437              378            1,037
      General and administrative................           1,325             2,238            2,830            5,701
      Research and development..................             117               381              308              896
      Depreciation and amortization.............             216               622              496            1,207
      Amortization of other intangibles.........             183               322              435              551
      Impairment of goodwill....................              --               193               --              193
      Impairment of long-lived assets...........              --             1,052               --            1,052
                                                   -------------      ------------      -----------      -----------
                                                           3,024             6,778            6,616           14,016
                                                   -------------      ------------      -----------      -----------
 Loss from operations...........................          (1,427)           (3,447)          (3,071)          (7,582)

 OTHER INCOME (EXPENSE):
 Gain on sale of subscribers....................              --               565               --            1,745
 Settlement gains, net..........................              --                --            1,621               --
 Interest income (expense), net.................              36                 3           (1,029)              (9)
                                                   -------------      ------------      ------------     ------------
 Total other income.............................              36               568              592            1,736
                                                   -------------      ------------      -----------      -----------
 Net loss.......................................   $      (1,391)     $     (2,879)     $    (2,479)     $    (5,846)
                                                   =============      ============      ===========      ===========

 Basic net loss per share.......................   $       (0.08)     $      (0.53)     $     (0.20)     $     (1.08)
                                                   ==============     =============     ============     ============
 Diluted net loss per share.....................   $       (0.08)     $      (0.53)     $     (0.20)     $     (1.08)
                                                   ==============     =============     ===========      ===========
 Weighted average shares used in computation of
    basic net loss per share....................      16,450,170         5,411,917       12,209,751        5,409,459
 Weighted average shares used in computation of
    diluted net loss per share..................      16,450,170         5,411,917       12,209,751        5,409,459
</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,
                                                                          ---------------------------------
                                                                               2004               2003
                                                                          ---------------------------------
<S>                                                                       <C>                  <C>
 OPERATING ACTIVITIES
 Net loss.............................................................    $    (2,479)         $    (5,846)
 Adjustments to reconcile net loss to net cash used in operating
    activities:
   Depreciation and amortization of fixed assets......................            496                1,207
   Amortization of other intangible assets............................            435                  551
   Impairment of goodwill.............................................             --                  193
   Impairment of long-lived assets....................................             --                1,052
   Amortization of deferred financing costs...........................            624                   --
   Amortization of discount on bridge note payable....................            390                   --
   Provision for losses (recoveries) on accounts receivable...........             --                  (20)
   Common stock issued for interest expense...........................             19                   --
   Settlement gains, net..............................................         (1,621)                  --
   Accrued loss on sublease...........................................             --                  551
   Gain on sale of subscribers........................................             --               (1,745)
   Non-cash employee compensation.....................................             --                  158
   Non-cash rent expense..............................................             --                    5
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable.......................            (27)               3,759
     Decrease in other receivables....................................            534                   --
     Decrease in merchandise inventories..............................              4                  725
     (Increase) decrease in prepaid expenses and other current assets.           (435)                  90
     Decrease in accounts payable.....................................         (1,075)              (1,545)
     Decrease in accrued expenses and other liabilities...............           (334)              (3,123)
     Decrease in deferred revenue.....................................           (259)              (1,552)
                                                                          ------------         ------------
 Net cash used in operating activities................................         (3,728)              (5,540)

 INVESTING ACTIVITIES
 Change in other assets and restricted cash...........................           (398)                 619
 Purchase of property, equipment and leasehold improvements...........             --                  (54)
 Proceeds from sale of subscribers....................................             --                1,745
 Acquisition of subscribers...........................................             --                 (236)
                                                                          -----------          ------------
 Net cash (used in)  provided by investing activities.................           (398)               2,074

 FINANCING ACTIVITIES
 Issuance of common stock, net of related expenses....................         12,770                   --
 Issuance of common stock for exercise of stock options and warrants..            211                   54
 Purchase of treasury stock...........................................           (180)                  --
 Increase in deferred financing costs.................................           (139)                  --
 Payments made on capital lease obligations...........................             (5)                 (45)
                                                                          -----------          -----------
 Net cash provided by financing activities............................         12,657                    9
                                                                          -----------          -----------

 Net increase (decrease) in cash and cash equivalents.................          8,531               (3,457)
 Cash and cash equivalents at beginning of period.....................            568                4,982
                                                                          -----------          -----------
 Cash and cash equivalents at end of period...........................    $     9,099          $     1,525
                                                                          ===========          ===========

 NON-CASH 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        $      (606)         $        --
    sale of stock.....................................................
</TABLE>



Supplemental Disclosure of Non-Cash Investing Activities:

During 2003, the Company  acquired through its subsidiary,  Wynd  Communications
Corporation,  subscribers  from  Boundless  Depot LLC. The  purchase  price was
approximately $418 (of which $236 was paid as of June 30, 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 June 30, 2004 and the results of
its operations and its cash flows for the three and six month periods ended June
30, 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 June 30, 2004, has an accumulated deficit of $266,910. During the six
months ended June 30, 2004,  the Company  incurred a net loss of $2,479 and used
$3,728 of cash to fund operating activities. As of June 30, 2004 the Company had
$9,099 in cash and cash equivalents.

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

      A one - for - ten reverse  stock split was effected  during May 2004.  The
Company  retained  the current par value of $.01 per share for all shares of its
common stock. All references in the financial statements to the number of shares
outstanding,  per share amounts,  and stock option data of the Company's  common
stock have been  restated to reflect  the effect of the reverse  stock split for
all periods presented.  Stockholders' equity reflects the reverse stock split by
reclassifying  from  "Common  stock" to  "Additional  paid in capital" an amount
equal to the par value of the reduced shares arising from the reverse split.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

 Recent Accounting Pronouncements

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

                                      -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
anti-dilutive.  Diluted loss per share is determined in the same manner as basic
loss per share except that the number of shares is increased  assuming  exercise
of dilutive stock options and warrants  using the treasury stock method.  As the
Company had a net loss, the impact of the assumed  exercise of the stock options
and warrants is anti-dilutive and as such, these amounts have been excluded from
the  calculation  of diluted  loss per share.  For the six months ended June 30,
2004 and 2003,  1,939,573  and  1,450,011  of common  stock  equivalent  shares,
respectively, 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>
                                       June 30, 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             $ (4,203)         $   369        $  4,572           $ (4,019)          $  553
 Technology               3,017               (3,017)              --           3,017             (2,925)              92
 Customer Lists           2,258               (2,258)              --           2,258             (2,168)              90
 Other                      418                 (418)              --             418               (349)              69
 Patents                  1,000               (1,000)              --           1,000             (1,000)              --
                   --------------------------------------------------------------------------------------------------------
                       $ 11,265             $(10,896)         $   369        $ 11,265           $(10,461)          $  804
                   ========================================================================================================
</TABLE>

         Amortization  expense for other  intangibles  totaled $435 and $551 for
the six months  ended June 30,  2004 and 2003,  respectively.  Future  aggregate
amortization expense for intangible assets is estimated to be:

Six Months Ending December 31, 2004          $ 186

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 June 30,      Six months ended June 30,
                                                             ---------------------------     --------------------------

                                                                2004            2003             2004            2003
                                                             ----------     ------------     ----------     -----------
<S>                                                           <C>            <C>              <C>            <C>
Net loss, as reported ..................................      $ (1,391)      $   (2,879)      $ (2,479)      $  (5,846)
Deduct: Stock-based employee compensation expense
included in reported net loss ..........................            --               79             --             158

Add: Total stock-based employee compensation
expense determined under fair value based method
for all awards .........................................          (992)          (1,149)        (1,984)         (2,298)
                                                              --------       ----------       --------       ---------
Pro forma net loss .....................................      $ (2,383)      $   (3,949)      $ (4,463)      $  (7,986)
                                                              ========       ==========       ========       =========
Loss per share - basic, as reported ....................      $  (0.08)      $    (0.53)      $  (0.20)      $   (1.08)
                                                              ========       ==========       ========       =========
Loss per share - diluted, as reported ..................      $  (0.08)      $    (0.53)      $  (0.20)      $   (1.08)
                                                              ========       ==========       ========       =========
Pro forma loss per share - basic .......................      $  (0.14)      $    (0.73)      $  (0.37)      $   (1.48)
                                                              ========       ==========       ========       =========
Pro forma loss per share - diluted .....................      $  (0.14)      $    (0.73)      $  (0.37)      $   (1.48)
                                                              ========       ==========       ========       =========
</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 (see note 7) in exchange
for a full release of the Company and its  affiliates  from a  previously  filed
lawsuit.  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  77,500  shares  of the
Company's common stock.

         On August 1, 2004, the Company  entered into a new lease  agreement for
its  principal  offices  located at 433  Hackensack  Avenue in  Hackensack,  New
Jersey, consisting of approximately 11,000 square feet with a term of 3 years.

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  8,990,000  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.  Such action has not
                  been taken as of June 30, 2004.

         As a result,  the  Company  issued a total of  9,682,080  shares of its
common stock,  comprised of the 8,990,000  shares  referred to above and 692,080
shares upon the  mandatory  conversion  of the Bridge Notes  Payable and related
accrued  interest.  The Company received net proceeds of approximately  $12,770.
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 135,333  shares of the Company's  Common Stock at an
exercise  price  of  $1.50  per  share.  Warrants  for an  aggregate  of  76,393
unregistered shares of Common Stock were exercised between February 11, 2004 and
February 18, 2004.

 NOTE 8 - STOCKHOLDERS' EQUITY:

      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.  On May 14, 2004, the Company filed
an amendment to its Amended and Restated  Certificate of Incorporation to effect
a  reverse  stock  split at a ratio  of  one-for-ten  that  had been  previously
authorized by the Company's stockholders at a Special Meeting of Stockholders on
March 10, 2004.  The closing bid price per share of the  Company's  Common Stock
did not close at or above $1 during the entire  compliance period and on June 3,
2004,  the Nasdaq Staff sent a letter to the Company  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  because  it meets all other  listing
requirements  and is  awaiting a ruling from the Nasdaq  Listing  Qualifications
Panel.

         On May 20,  2004,  the  Company's  Board of  Directors  authorized  the
repurchase of up to 500,000  shares of its Common Stock  pursuant to a new stock
buyback  program.  As of June 30, 2004, the Company had repurchased an aggregate
of  185,000  shares of its  Common  Stock at an  average  price of  $0.977.  All
purchases  under the program have been made in the open market at the  Company's
discretion.


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

         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.

RESULTS OF OPERATIONS

         The following table sets forth, for the three and six months ended June
30, 2004 and 2003,  the  percentage  relationship  to net sales of certain items
included in the Company's unaudited consolidated statements of operations.

                                      -9-
<PAGE>

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED JUNE 30,                  SIX MONTHS ENDED JUNE 30,
                                            ---------------------------------------------------------------------------------------
                                                        2004                  2003                  2004                 2003
                                            ---------------------------------------------------------------------------------------
                                                 $           %          $          %         $          %         $            %
<S>                                         <C>             <C>     <C>           <C>    <C>           <C>     <C>             <C>
REVENUES:
      Subscriber .......................... $  1,523        95.4    $  2,932      88.0   $  3,389      95.6    $  5,443        84.6
      Equipment ...........................       70         4.4         240       7.2        106       3.0         651        10.1
      Other ...............................        4         0.2         159       4.8         50       1.4         340         5.3
                                            --------    --------    --------  --------   --------  --------    --------    --------
                                               1,597       100.0       3,331     100.0      3,545     100.0       6,434       100.0
COSTS AND EXPENSES:
       Cost of subscriber airtime, net ....       739        46.3         463      13.9      1,607      45.3      1,200        18.7
       Cost of network operations .........       155         9.7         584      17.5        448      12.6      1,296        20.1
       Cost of equipment revenue ..........        80         5.0         486      14.6        114       3.2        883        13.7
       Sales and marketing,  net ..........       209        13.1         437      13.1        378      10.7      1,037        16.1
       General and administrative .........     1,325        83.0       2,238      67.2      2,830      79.8      5,701        88.6
       Research and development ...........       117         7.3         381      11.4        308       8.7        896        13.9
       Depreciation and amortization ......       216        13.5         622      18.7        496      14.0      1,207        18.8
       Amortization of other intangibles ..       183        11.5         322       9.7        435      12.3        551         8.6
       Impairment of goodwill .............        --          --         193       5.8         --        --        193         3.0
       Impairment of long-lived assets ....        --          --       1,052      31.6         --        --      1,052        16.4
                                             --------    --------    --------  --------   --------  --------   --------    --------
                                                3,024       189.4       6,778     203.5      6,616     186.6     14,016       217.9
                                             --------    --------    --------  --------   --------  --------   --------    --------
Loss from operations                           (1,427)      (89.4)     (3,447)   (103.5)    (3,071)    (86.6)    (7,582)     (117.9)

OTHER INCOME (EXPENSE):
Gain on sale of subscribers ...............        --          --         565      17.0         --        --      1,745        27.1
Settlement gains, net .....................        --          --          --        --      1,621      45.7         --          --
Interest income (expense), net ............        36         2.3           3       0.1     (1,029)    (29.0)        (9)       (0.1)
                                             --------    --------    --------  --------   --------  --------   --------    --------

Total other income ........................        36         2.3         568      17.1        592      16.7      1,736        27.0
                                             --------    --------    --------  --------   --------  --------   --------    --------

Net loss ..................................  $ (1,391)      (87.1)   $ (2,879)    (86.4)  $ (2,479)    (69.9)  $ (5,846)      (90.9)
                                             ========    ========    ========  ========   ========  ========   ========    ========
</TABLE>

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


<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED JUNE 30,                SIX MONTHS ENDED JUNE 30,
                                                 -----------------------------------------------------------------------------------
                                                                            CHANGE                                      CHANGE
                                                 -----------------------------------------------------------------------------------
                                                   2004      2003       $           %        2004      2003          $          %
<S>                                              <C>       <C>       <C>          <C>      <C>        <C>         <C>         <C>
REVENUES:
          Subscriber ........................... $ 1,523   $ 2,932   $(1,409)     (48.1)   $  3,389   $  5,443    $(2,054)    (37.7)
          Equipment ............................      70       240      (170)     (70.1)        106        651       (545)    (83.7)
          Other ................................       4       159      (155)     (97.5)         50        340       (290)    (85.3)
                                                 -------   -------   -------     ------    --------   --------    -------   -------
                                                   1,597     3,331    (1,734)     (52.1)      3,545      6,434     (2,889)    (44.9)
COSTS AND EXPENSES:
          Cost of subscriber airtime, net ......     739       463       276       59.6       1,607      1,200        407      33.9
          Cost of network operations ...........     155       584      (429)     (73.5)        448      1,296       (848)    (65.4)
          Cost of equipment revenue ............      80       486      (406)     (83.5)        114        883       (739)    (83.7)
          Sales and marketing,  net ............     209       437      (228)     (52.2)        378      1,037       (659)    (63.5)
          General and administrative ...........   1,325     2,238      (913)     (40.8)      2,830      5,701     (2,871)    (50.4)
          Research and development .............     117       381      (264)     (69.3)        308        896       (588)    (65.6)
          Depreciation and amortization ........     216       622      (406)     (65.3)        496      1,207       (711)    (58.9)
          Amortization of other intangibles ....     183       322      (139)     (43.2)        435        551       (115)    (20.9)
          Impairment of goodwill ...............      --       193      (193)    (100.0)         --        193       (193)   (100.0)
          Impairment of long-lived assets ......      --     1,052    (1,052)    (100.0)         --      1,052     (1,052)   (100.0)
                                                 -------   -------   -------     ------    --------   --------    -------   -------
                                                   3,024     6,778    (3,754)     (55.4)      6,616     14,016     (7,400)    (52.8)
                                                 -------   -------   -------     ------    --------   --------    -------   -------
Loss from operations ...........................  (1,427)   (3,447)    2,020       58.6      (3,071)    (7,582)     4,511      59.5

OTHER INCOME (EXPENSE):
Gain on sale of subscribers ....................      --       565      (565)    (100.0)         --      1,745     (1,745)   (100.0)
Settlement gains, net...........................      --        --        --         --       1,621         --      1,621        --
Interest income (expense), net .................      36         3        33     1100.0      (1,029)        (9)    (1,020) (11333.3)
                                                 -------   -------   -------     ------    --------   --------    -------   -------

Total other income .............................      36       568      (522)     (91.9)        592      1,736     (1,144)    (65.9)
                                                 -------   -------   -------     ------    --------   --------    -------   -------

Net loss ....................................... $(1,391)  $(2,879)  $ 1,488       51.7    $ (2,479)  $ (5,846)   $ 3,367      57.6
                                                 =======   =======   =======     ======    ========   ========    =======   =======
</TABLE>


                                      -10-
<PAGE>



Three months ended June 30, 2004 Compared to Three months ended June 30, 2003

         Subscriber  revenue.  Subscriber revenue decreased 48%, to $1.5 million
for the three  months ended June 30, 2004 from $2.9 million for the three months
ended June 30,  2003.  This  decrease  was  primarily  due to declines in higher
average monthly revenue per user, or ARPU full service  offering  subscribers as
part of our effort to improve the payment  profile of our  subscriber  base. Our
subscriber  base  decreased to 64,332  subscribers  at June 30, 2004 from 85,018
subscribers  at June 30, 2003.  Our ARPU decreased to $7.91 for the three months
ended June 30, 2004 from $12.26 for the three months  ended June 30,  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 $70,000 for the three
months  ended June 30, 2004 from  $240,000  for the three  months ended June 30,
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 $4,000 for the three months
ended June 30, 2004 from $159,000 for the three months ended June 30, 2003. This
decrease was  primarily  due to 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 60%,
to $739,000 for the three months ended June 30, 2004 from $463,000 for the three
months ended June 30, 2003.  This increase was primarily due to the recording of
one-time  reductions of accruals during the three months ended June 30, 2003 for
certain subscriber-related costs recorded in prior periods. We expect the number
of our subscribers to remain  relatively  constant to levels at June 30, 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
$155,000 for the three  months  ended June 30, 2004 from  $584,000 for the three
months ended June 30, 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.

         Cost of equipment revenue.  Cost of equipment revenue decreased 84%, to
$80,000 for the three  months  ended June 30, 2004 from  $486,000  for the three
months ended June 30, 2003.  This  decrease  primarily was due to lower sales of
mobile  devices.  In  addition,  during  the  second  quarter of 2003 a non-cash
inventory  charge of $200,000 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 52%, to
$209,000 for the three  months  ended June 30, 2004 from  $437,000 for the three
months  ended  June 30,  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  41%, to $1.3  million for the three  months  ended June 30, 2004 from
$2.2 million for the three months ended June 30, 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
$117,000 for the three  months  ended June 30, 2004 from  $381,000 for the three
months ended June 30, 2003.  This  decrease  primarily was due to a reduction in
personnel performing research and development activities.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
decreased to $183,000 for the three months ended June 30, 2004 from $322,000 for
the three months ended June 30, 2003.

         Impairment of long-lived assets.  During the second quarter of 2003, we
identified  certain  indicators of impairment  including  recent  changes in the
Company's 2003 operating and cash flow  forecasts,  and changes in our strategic
plans for certain of our acquired businesses which required that we evaluate the

                                      -11-
<PAGE>

appropriateness  of the carrying  value of our  long-lived  assets,  principally
goodwill  recorded  upon  the  acquisition  of  OutBack  Resource  Group,  Inc.,
("Outback").  A write-down of goodwill totaling $193,000 was recorded during the
second quarter of 2003,  reflecting  the amount by which the carrying  amount of
the respective  reporting unit exceeded its respective  fair value. In addition,
as a result of our recent  strategic  alliance with EarthLink,  we evaluated the
carrying  value of certain  software and equipment,  which were idled,  upon our
most recent transition of certain  activities to EarthLink.  As a result of this
evaluation, during the second quarter of 2003, we wrote-off specific assets with
a carrying value of $1.1 million.

         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 $565,000 during the
three months ended June 30, 2003.

         Interest  income.  Interest  income  increased to $36,000 for the three
months ended June 30, 2004 from $3,000 for the three months ended June 30, 2003.

Six months ended June 30, 2004 Compared to Six months ended June 30, 2003

         Subscriber  revenue.  Subscriber revenue decreased 38%, to $3.4 million
for the six months  ended  June 30,  2004 from $5.4  million  for the six months
ended June 30, 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  64,332
subscribers at June 30, 2004 from 85,018  subscribers at June 30, 2003. Our ARPU
decreased to $8.55 for the six months ended June 30 2004 from $15.17 for the six
months ended June 30, 2003.  The decline in ARPU was due to the payment  profile
effort referenced above.

         Equipment revenue.  Equipment revenue decreased to $106,000 for the six
months ended June 30, 2004 from $651,000 for the six months ended June 30, 2003.
This decrease was primarily due to lower sales of mobile devices.

         Other  revenue.  Other revenue  decreased to $50,000 for the six months
ended June 30, 2004 from  $340,000 for the six months ended June 30, 2003.  This
decrease was primarily due to a decline in consulting services provided to third
parties.

         Cost of subscriber  airtime.  Cost of subscriber airtime increased 34%,
to $1.6 million for the six months ended June 30, 2004 from $1.2 million for the
six months ended June 30, 2003. This increase was primarily due to the recording
of one-time reductions of accruals during the six months ended June 30, 2003 for
certain subscriber-related costs recorded in prior periods.

         Cost of network  operations.  Cost of network  operations  decreased to
$448,000  for the six months  ended June 30, 2004 from $1.3  million for the six
months ended June 30, 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.

         Cost of equipment revenue.  Cost of equipment revenue decreased 87%, to
$114,000 for the six months ended June 30, 2004 from $883,000 for the six months
ended June 30, 2003.  This  decrease  primarily was due to lower sales of mobile
devices.  In  addition,  during the six months  ended June 30,  2003, a non-cash
inventory  charge of $331,000 was  recorded to value a portion of our  remaining
inventory at the lower of cost or market.

         Sales and  marketing.  Sales and marketing  expenses  decreased 64%, to
$378,000  for the six months  ended June 30, 2004 from $1.0  million for the six
months  ended  June 30,  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.

         General  and  administrative.   General  and  administrative   expenses
decreased  50%, to $2.8 million for the six months ended June 30, 2004 from $5.7
million for the six months ended June 30, 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.

         Research and development. Research and development expense decreased to
$308,000 for the six months ended June 30, 2004 from $896,000 for the six months
ended June 30, 2003. This decrease primarily was due to a reduction in personnel
performing research and development activities.

                                      -12-
<PAGE>

         Amortization of other  intangibles.  Amortization of other  intangibles
decreased  for the six months ended June 30, 2004 to $435,000  from $551,000 for
the six months ended June 30, 2003.

      Impairment of  long-lived  assets.  During the second  quarter of 2003, we
identified certain  indicators of impairment  including changes in the Company's
2003 operating and cash flow  forecasts,  and changes in our strategic plans for
certain  of  our  acquired  businesses  which  required  that  we  evaluate  the
appropriateness  of the carrying  value of our  long-lived  assets,  principally
goodwill  recorded  upon  the  acquisition  of  OutBack  Resource  Group,  Inc.,
("Outback").  A write-down of goodwill totaling $193,000 was recorded during the
second quarter of 2003,  reflecting  the amount by which the carrying  amount of
the respective  reporting unit exceeded its respective  fair value. In addition,
as a result of our recent  strategic  alliance with EarthLink,  we evaluated the
carrying value of certain  software and equipment which were idled upon our most
recent  transition  of  certain  activities  to  EarthLink.  As a result of this
evaluation, during the second quarter of 2003, we wrote-off specific assets with
a carrying value of $1.1 million.

         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  $1.7
million during the six months ended June 30, 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,  net.  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
shares of Series B  Preferred  Stock for net  proceeds  of  approximately  $24.6
million. In April 2000, we consummated our initial public offering, resulting in
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  9,682,080  shares of Common Stock and issued  warrants to
purchase a total of  1,157,851  shares of Common  Stock at an exercise  price of
$1.50 per  share.  As of June 30,  2004,  we had $9.1  million  in cash and cash
equivalents  (exclusive  of $600,000 in restricted  cash  supporting a letter of
credit) and working capital of $10.2 million.

         We have incurred  significant  operating losses since our inception and
as of June 30, 2004 have an accumulated  deficit of $266.9  million.  During the
six months ended June 30, 2004,  we incurred a net loss of $2.5 million and used
$3.7  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 $3.7 million for the
six  months  ended June 30,  2004  principally  reflecting  our net loss and the
reduction of accounts payable and accrued  expenses  occurring after the closing
of the Financing described above.

                                      -13-
<PAGE>

         We used $398,000 in cash in investing  activities during the six months
ended June 30, 2004,  which  primarily  resulted  from an increase in restricted
cash.

         Net cash provided by financing activities was $12.7 million for the six
months ended June 30, 2004, which primarily  resulted from closing the Financing
described above.

         As of June 30, 2004, our principal commitments consisted of obligations
outstanding under operating leases. As of June 30, 2004, future minimum payments
for non-cancelable  operating leases having terms in excess of one year amounted
to  $793,000,  of which  approximately  $200,000  is payable in the next  twelve
months.

         The following table summarizes GoAmerica's  contractual  obligations at
June 30,  2004,  and the effect  such  obligations  are  expected to have on its
liquidity and cash flow in future periods.

<TABLE>
<CAPTION>
                                            Less than 1
June 30, (In thousands)             Total       Year      1-3 Years     4-5 Years    After 5 Years

<S>                                 <C>         <C>         <C>           <C>           <C>
Contractual Obligations:
    Capital Lease Obligations       $  8        $  8        $ --          $  --         $  --
    Operating Lease
       Obligation                     19          12           7             --            --
                                    ----        ----        ----          -----         -----
    Total Contractual Cash
       Obligation                   $ 27        $ 20        $  7          $  --         $  --
                                    ====        ====        ====          =====         =====

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

                                      -14-
<PAGE>

apply either the  provisions of FIN 46 or early adopt the provisions of FIN 46-R
at the end of the first interim or annual  reporting period ended after December
15, 2003.  (ii) Non-SPEs  created prior to February 1, 2003. We were required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.  (iii) All  entities,  regardless  of whether an APE, that
were  created  subsequent  to  January  31,  2003;  the  interpretation  applies
immediately.  We do not have any arrangements  with variable  interest  entities
that will require  consolidation of their financial information in our financial
statements.

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, 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  $90,000 based on cash and cash equivalent balances
at June 30, 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.


                                      -15-
<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, USE OF PROCEEDS AND ISSUERS' PURCHASE OF EQUITY
SECURITIES.


Changes in Securities

         On May 14,  2004,  the Company  filed an  amendment  to its Amended and
Restated Certificate of Incorporation to effect a reverse stock split at a ratio
of one-for-ten that had been previously authorized by the Company's stockholders
at a Special  Meeting of  Stockholders  on March 10, 2004.  The par value of the
Company's  Common  Stock and the  number of shares  of  capital  stock  that the
Company is  authorized  to issue were not  affected by the  reverse  stock split
implementation.

      On  May  20,  2004,  the  Company's  Board  of  Directors  authorized  the
repurchase  of up to  500,000  shares of Common  Stock  pursuant  to a new stock
buyback  program.  As of June 30, 2004, the Company had repurchased an aggregate
of  185,000  shares of its  Common  Stock at an  average  price of  $0.977.  All
purchases  under the program have been made in the open market at the  Company's
discretion.  The following table sets forth certain  information  regarding such
repurchases during the quarter ended June 30, 2004:


                                      -16-
<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                       (C) TOTAL NUMBER OF      (D) MAXIMUM NUMBER
                                                       SHARES PURCHASED AS      OF SHARES THAT MAY
                      (A) TOTAL        (B) AVERAGE      PART OF PUBLICLY         YET BE PURCHASED
                      NUMBER OF        PRICE PAID      ANNOUNCED PLANS OR       UNDER THE PLANS OR
      PERIOD       SHARES PURCHASED    PER SHARE            PROGRAMS                 PROGRAMS
--------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                 <C>                     <C>
  April 1, 2004
  through April
  30, 2004                -                -                    -                       -
--------------------------------------------------------------------------------------------------
  May 1, 2004
  through May          185,000           $0.977              185,000                 315,000
  31, 2004
--------------------------------------------------------------------------------------------------
  June 1, 2004
  through June            -                -                    -                       -
  30, 2004
--------------------------------------------------------------------------------------------------
  Total                185,000           $0.977              185,000                 315,000
--------------------------------------------------------------------------------------------------
</TABLE>



Use of  Proceeds  (all share  amounts  below have been  adjusted  to reflect the
one-for-10 reverse stock split described immediately above)

         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 1,000,000 shares of
our Common Stock,  for a gross  aggregate  offering  price of $160 million.  The
$146.2 million of 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 TO A VOTE OF SECURITY HOLDERS.

None


                                      -17-
<PAGE>

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.  On May 14, 2004, the Company filed
an amendment to its Amended and Restated  Certificate of Incorporation to effect
a  reverse  stock  split at a ratio  of  one-for-ten  that  had been  previously
authorized by the Company's stockholders at a Special Meeting of Stockholders on
March 10, 2004.  The closing bid price per share of the  Company's  Common Stock
did not close at or above $1 during the entire  compliance period and on June 3,
2004,  Nasdaq  Staff sent a letter to the  Company  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  because  it meets all other  listing
requirements  and  is awaiting a ruling from the Nasdaq  Listing  Qualifications
Panel .

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 June 30, 2004, the registrant filed five 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 May 5,  2004,  the  Company  filed a  Current  Report  on  Form  8-K
regarding  the  distribution  of a press  release  issued  by  Sprint  regarding
Sprint's launch of its Sprint Relay Wireless powered by GoAmerica service (Items
5 and 7).

         On May 17,  2004,  the  Company  filed a  Current  Report  on Form  8-K
regarding the  implementation  of a one-for-10  reverse stock split (Items 5 and
7).

         On May 19,  2004,  the  Company  filed a  Current  Report  on Form  8-K
regarding  the issuance of a press release  announcing  the inclusion of the new
Sprint Wireless Relay service on the Company's WyndTell service offerings (Items
5 and 7).

         On May 20,  2004,  the  Company  filed a  Current  Report  on Form  8-K
regarding the Company's Board of Directors authorization of the repurchase of up
to 500,000 shares of the Company's  Common Stock pursuant to a new stock buyback
program (Items 5 and 7).

         On June 9,  2004,  the  Company  filed a  Current  Report  on Form  8-K
regarding its receipt from the Nasdaq Staff of a delisting  determination due to
the  Company's  stock  price  remaining  below $1 bid  price  per  share and the
Company's appeal of such determination (Items 5 and 7).


                                      -18-
<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 12, 2004          By:  /s/ Daniel R. Luis
                                    -------------------------------------
                                    Daniel R. Luis
                                    Chief Executive Officer
                                    (Principal Executive Officer)




DATE: August 12, 2004          By:  /s/ Donald G. Barnhart
                                    -------------------------------------
                                    Donald G. Barnhart
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                      -19-