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
                       September 30, 2003 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
 Incorporation or Organization)                              Identification No.)

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 October 31, 2003:

                  Class                                    Number of Shares
                  -----                                    ----------------
       Common Stock, $.01 par value                           54,341,946



<PAGE>

                                 GOAMERICA, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

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

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

                Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002....        2

                Condensed  Consolidated  Statements  of  Operations  for the Three and Nine Months  Ended
                     September 30, 2003 and 2002........................................................        3

                Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
                     2003 and 2002......................................................................        4

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

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

                    General..............................................................................       10

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

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

                    Liquidity and Capital Resources......................................................       13

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk...........................       16

         Item 4.    Controls and Procedures..............................................................       16

PART II.      OTHER INFORMATION.........................................................................        17

         Item 1.    Legal Proceedings...................................................................        17

         Item 5.    Other Information...................................................................        17

         Item 6.    Exhibits and Reports on Form 8-K....................................................        18

SIGNATURES .............................................................................................        19
</TABLE>


                                      -i-

<PAGE>


                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements



<PAGE>

                                 GOAMERICA, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                                September 30,   December 31,
                                                                                     2003           2002
                                                                                ----------------------------
                                                                                 (Unaudited)
<S>                                                                             <C>               <C>
Assets
Current assets:
     Cash and cash equivalents .........................................        $     842         $   4,982
     Accounts receivable, net ..........................................            2,714             5,780
     Merchandise inventories, net ......................................              294             1,046
     Prepaid expenses and other current assets .........................              319               520
                                                                                ---------         ---------
Total current assets ...................................................            4,169            12,328

Restricted cash                                                                        --               950
Property, equipment and leasehold improvements, net ....................            2,122             4,685
Goodwill, net ..........................................................            6,000             6,193
Trade names and other intangible assets, net ...........................            1,092             1,467
Other assets ...........................................................              745             1,142
                                                                                ---------         ---------
                                                                                $  14,128         $  26,765
                                                                                =========         =========

Liabilities and stockholders' equity
Current liabilities:
     Accounts payable ..................................................        $   3,206         $   4,694
     Accrued expenses ..................................................            2,420             5,917
     Deferred revenue ..................................................            1,083             2,406
     Other current liabilities .........................................              110               348
                                                                                ---------         ---------
Total current liabilities ..............................................            6,819            13,365
Other liabilities ......................................................              814               383

Commitments and contingencies

Stockholders' equity:
    Common stock,  $.01 par value, authorized: 200,000,000 shares in
     2003 and 2002; issued: 54,341,946 in 2003 and 54,026,057 in 2002 ..              543               540
     Additional paid-in capital ........................................          269,104           269,015
     Deferred employee compensation ....................................              (79)             (314)
     Accumulated deficit ...............................................         (263,073)         (256,224)
                                                                                ---------         ---------
Total stockholders' equity .............................................            6,495            13,017
                                                                                ---------         ---------
                                                                                $  14,128         $  26,765
                                                                                =========         =========
</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 September 30,    Nine Months Ended September 30,
                                                   -------------------------------------------------------------------
                                                       2003              2002              2003              2002
                                                   -------------------------------------------------------------------
<S>                                                <C>              <C>                <C>              <C>
 Revenues:
      Subscriber................................   $        2,554   $        7,375     $       7,997    $      23,260
      Equipment.................................              266            1,631               917            5,660
      Other.....................................              303               94               643              202
                                                   --------------   --------------     -------------    -------------
                                                            3,123            9,100             9,557           29,122
 Costs and expenses:
      Cost of subscriber airtime, net...........            1,105            4,827             2,305           16,765
      Cost of network operations................              365              791             1,661            2,409
      Cost of equipment revenue.................              140            2,547             1,023            6,809
      Sales and marketing,  net.................             (169)           1,988               868            6,817
      General and administrative................            1,891            6,927             7,592           22,801
      Research and development..................              220              963             1,116            2,863
      Depreciation and amortization.............              339            1,212             1,546            3,613
      Amortization of other intangibles.........              242              433               793            1,299
      Impairment of goodwill....................               --            8,400               193            8,400
      Impairment of long-lived assets...........               --            5,295             1,052            5,295
                                                   --------------   --------------     -------------    -------------
                                                            4,133           33,383            18,149           77,071
                                                   --------------   --------------     -------------    -------------
 Loss from operations...........................           (1,010)         (24,283)           (8,592)         (47,949)

 Other income (expense):
 Gain on sale of subscribers....................               11               --             1,756               --
 Interest income, net...........................               (4)              26               (13)             213
                                                   ---------------  --------------     --------------   -------------
 Total other income.............................                7               26             1,743              213
                                                   --------------   --------------     -------------    -------------
 Net loss.......................................   $       (1,003)  $      (24,257)    $      (6,849)   $     (47,736)
                                                   ==============   ==============     =============    =============

 Basic net loss per share.......................   $        (0.02)  $        (0.45)    $       (0.13)   $       (0.89)
                                                   ===============  ===============    ==============   =============
 Diluted net loss per share.....................   $        (0.02)  $        (0.45)    $       (0.13)   $       (0.89)
                                                   ===============  ===============    =============    =============
 Weighted average shares used in computation of
    basic net loss per share ...................       54,310,650       53,917,005        54,249,507       53,804,041
 Weighted average shares used in
    computation of diluted net loss per share...       54,310,650       53,944,004        54,249,507       53,831,040
</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>
                                                                       Nine Months Ended September 30,
                                                                           2003               2002
                                                                       ----------          ----------
<S>                                                                    <C>                 <C>
Operating activities
Net loss ......................................................        $   (6,849)         $  (47,736)
Adjustments to reconcile net loss to net cash used in operating
   activities:
  Depreciation and amortization ...............................             1,546               3,613
  Amortization of other intangible assets .....................               793               1,299
  Impairment of goodwill ......................................               193               8,400
  Impairment of long-lived assets .............................             1,052               5,295
  Provision for losses (recoveries) on accounts receivable ....               (34)              2,690
  Accrued loss on sublease ....................................               519                  --
  Gain on sale of subscribers .................................            (1,756)                 --
  Non-cash employee compensation ..............................               235               1,807
  Non-cash rent expense .......................................                 5                  29
    Changes in operating assets and liabilities:
    Decrease (increase) in accounts receivable ................             3,100                (486)
    Decrease in merchandise inventories .......................               752               5,051
    Decrease in prepaid expenses and other current assets .....               201               1,093
    Decrease in accounts payable ..............................            (1,488)             (3,598)
    Decrease in accrued expenses and other liabilities ........            (3,856)               (763)
    (Decrease) in deferred revenue ........................                (1,323)               (645)
                                                                       ----------          ----------
Net cash used in operating activities .........................            (6,910)            (23,951)

Investing activities
Change in other assets and restricted cash ....................             1,347                  --
Purchase of property, equipment and leasehold improvements ....               (35)               (349)
Proceeds from sale of subscribers .............................             1,756                  --
Acquisition of subscribers ....................................              (345)                 --
                                                                       ----------          ----------
Net cash provided by (used) in investing activities ...........             2,723                (349)

Financing activities
Issuance of common stock, net of related expenses .............                92                 126
Payments made on capital lease obligations ....................               (45)               (566)
                                                                       ----------          ----------
Net cash provided by (used) in financing activities ...........                47                (440)
                                                                       ----------          ----------

Net decrease in cash and cash equivalents .....................            (4,140)            (24,740)
Cash and cash equivalents at beginning of period ..............             4,982              34,977
                                                                       ----------          ----------
Cash and cash equivalents at end of period ....................        $      842          $   10,237
                                                                       ==========          ==========
</TABLE>



Supplemental Disclosure of Non-Cash Investing and Financing Activities:

The  Company  acquired  through  its  subsidiary,   Wynd  Communications  Corp.,
approximately 3,229 subscribers from Boundless Depot LLC. The purchase price was
approximately $418 (of which $345 has been paid as of September 30, 2003 and $73
is included in accrued expenses).


   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) that the Company considers necessary for the fair presentation
of its  financial  position  as of  September  30,  2003 and the  results of its
operations  for the three and nine month  periods  ended  September 30, 2003 and
2002.  These  financial  statements  should  be read  in  conjunction  with  the
Company's  audited  financial  statements  and  notes  thereto  included  in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.

         The Company has formed strategic  relationships with wireless carriers,
software providers, and hardware manufacturers who provide mobile computer users
and deaf and hard of hearing consumers with wireless communications services and
devices that  complement the Company's  products and services.  The Company also
distributes  wireless  communication  devices,  principally  to customers of its
wireless services,  and earns commissions from the procurement of subscribers on
behalf of various wireless network providers and EarthLink,  Inc. ("EarthLink").
The Company is highly  dependent  on  EarthLink  for  billing  and  collections,
customer  support and  technical  support.  The Company  also  receives  monthly
subscriber  revenue from its deaf and hard of hearing  customers.  Additionally,
the  Company is highly  dependent  on  EarthLink  and other  third  parties  for
wireless communication devices and wireless network connectivity.

         The Company  operates in a highly  competitive  environment  subject to
rapid technological change and emergence of new technology.  Although management
believes that the Company's services are transferable to emerging  technologies,
rapid  changes  in  technology  could have an  adverse  financial  impact on the
Company.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. However, the Company
has  incurred  significant  operating  losses  since its  inception  and,  as of
September 30, 2003, has an accumulated deficit of $263,073.  As of September 30,
2003,  the  Company had $842 in cash and cash  equivalents  ($600 at October 31,
2003).   Management's  2003  operating  plan  includes  further   reductions  in
employee-related  expenses  as  well  as  additional  reductions  in  sales  and
marketing  expenditures from levels incurred during 2002. During the nine months
ended  September 30, 2003, the Company  retained an outside advisor to assist it
in analyzing various steps that it may take to enhance its liquidity. Such steps
may include the sale or other  disposition  of certain of the Company's  assets,
including its Go.Web  technology  (as  discussed in the Company's  June 30, 2003
Form 8-K  filing),  and the  redeployment  of the net proceeds in aspects of its
business that the Company  believes are well  positioned for revenue  generation
and growth. Subsequently,  the Company suspended its active attempts to sell its
assets and has retained a separate outside advisor to explore equity  placements
that  would  enable  the  Company  to  continue  its  operations.  Additionally,
management is seeking to  renegotiate  certain of the Company's  long term lease
obligations and other vendor liabilities. The Company is currently in default on
certain of these  obligations and  liabilities.  In the event that management is
unable  to  achieve  its  plans,  additional  reductions  in  operations  may be
necessary.  There can be no  assurance  that the Company  will  achieve its 2003
operating  plan,  enter  into one or more  agreements  to enhance  liquidity  or
successfully  renegotiate  its  long  term  lease  obligations  and other vendor
liabilities.  The   accompanying   financial  statements  do  not  include   any
adjustments   that  might  result  from  the  outcome  of  this  going   concern
uncertainty.  Although the Company  continues to reduce its cash burn, there can
be no  assurance  that the  Company  will not  elect to seek or be  forced  into
bankruptcy protection.

         Results  for the  interim  period  are not  necessarily  indicative  of
results that may be expected for the entire  year.  During the third  quarter of
2003, the Company renegotiated certain contractual obligations. As a result, the
Company  recorded a $372  reduction of accruals for certain  sales and marketing
costs  recorded in prior  periods.  Additionally,  during the second  quarter of
2003, the Company renegotiated certain contractual obligations. As a result, the
Company  recorded a $763  reduction of accruals  for certain  subscriber-related
costs recorded in prior periods.


                                      -5-
<PAGE>

Note 2 - Significant Accounting Policies:

Recent Accounting Pronouncements

         In June 2002, the Financial Accounting Standards Board, "FASB",  issued
Statement of Financial  Accounting  Standards,  "SFAS", No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities".  SFAS 146 requires recording
costs  associated  with exit or disposal  activities at their fair values when a
liability has been incurred.  Under previous  guidance,  certain exit costs were
accrued upon management's  commitment to an exit plan, which is generally before
an actual liability has been incurred. Adoption of SFAS 146 is required with the
beginning  of fiscal year 2003.  The adoption of this  statement  did not have a
significant impact on the Company's results of operations.

         In November 2002, the FASB issued FASB  Interpretation,  "FIN", No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others".  FIN No. 45  addresses  the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements  about its obligations  under certain  guarantees that is has issued.
Under FIN No. 45, recognition and initial measurement  provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's  fiscal year end. The adoption of FIN No. 45 did
not have a significant impact on the Company's  consolidated  financial position
or results of operations.

         In  January  2003,  the FASB  issued  FASB  Interpretation  FIN No. 46,
"Consolidation  of  Variable  Interest  Entities".  FIN  No.  46  clarifies  the
application  of Accounting  Research  Bulletin No. 51,  "Consolidated  Financial
Statements,"  to certain  entities  in which  equity  investors  do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated financial support from other parties. FIN 46 applies immediately to
variable  interest entities (VIE's) created after January 31, 2003, and to VIE's
in which an  enterprise  obtains an interest  after that date. It applies in the
first fiscal year or interim  period after  December 15, 2003, to VIE's in which
an  enterprise  holds a variable  interest that it acquired  before  February 1,
2003. FIN 46 applies to public enterprises as of the beginning of the applicable
interim or annual  period.  The  adoption  of FIN 46 is not  expected  to have a
material impact on the Company's consolidated financial position,  liquidity, or
results of operations.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
Financial  Instruments with Characteristics of both Liability and Equity".  SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liability and equity. It also
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were  previously  classified as equity.  SFAS No. 150 is effective for financial
instruments  entered  into or modified  after May 15,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003,  except for  mandatorily  redeemable  financial  instruments  of nonpublic
entities.  It is to be implemented by reporting a cumulative  effect of a change
in an accounting principal of financial  instruments created before the issuance
date of the Statement and still  existing at the beginning of the interim period
of adoption.  Restatement is not permitted. The adoption of SFAS No. 150 did not
have a material  impact on the  Company's  consolidated  financial  position  or
results of operations.


                                      -6-
<PAGE>

Note 3 - Earnings Per Share:

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

         Under the provisions of SFAS 128 and SAB 98, basic and diluted net loss
per  share  is  computed  by  dividing  the  net  loss  for  the  period  by the
weighted-average number of shares of Common Stock outstanding during the period.
The calculation of diluted net loss per share excludes  potential  common shares
if the effect is anti-dilutive. Basic earnings per share is computed by dividing
loss by the weighted-average number of shares of Common Stock outstanding during
the period. The weighted-average  number of shares utilized in arriving at basic
earnings per share  reflects an adjustment  to exclude  26,999 common shares for
the three and nine month periods ended September 30, 2002 for outstanding shares
held in escrow as a result of the  Company's  acquisition  during 2001.  Diluted
earnings per share is determined in the same manner as basic  earnings per share
except that the number of shares does not include the  adjustment  for  escrowed
shares and is increased assuming exercise of dilutive stock options and warrants
using the treasury  stock method.  As the Company had a net loss,  the impact of
the assumed  exercise of the stock options,  warrants and the assumed  preferred
stock  conversion  is  anti-dilutive  and as such,  these  amounts  (except  for
warrants  issued  for  nominal   consideration)  have  been  excluded  from  the
calculation of diluted earnings per share.

Note 4 - Goodwill and Other Intangible Assets:

         During the second quarter of 2003, the Company identified indicators of
impairment,  including  recent  changes in the Company's 2003 operating and cash
flow  forecasts,  and changes in its strategic plans for certain of its acquired
businesses,  which required that the Company evaluate the appropriateness of the
carrying value of its long-lived assets,  principally goodwill recorded upon the
2001 acquisition of OutBack Resource Group,  Inc.  ("Outback").  A write-down of
the entire  goodwill  related to the acquisition of Outback of $193 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 values as
determined utilizing estimates of future discounted cash flows.


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

<TABLE>
<CAPTION>
                               September 30, 2003                       December 31, 2002
                      Gross                                   Gross
                    Carrying    Accumulated                   Carrying     Accumulated
                     Amount     Amortization        Net        Amount      Amortization      Net
                   ---------------------------------------  ---------------------------------------
<S>                <C>           <C>           <C>           <C>           <C>           <C>
Trade Names        $  4,572      $ (3,927)     $    645      $  4,572      $ (3,651)     $    921

Technology            3,017        (2,879)          138         3,017        (2,741)          276

Customer Lists        2,258        (2,123)          135         2,258        (1,988)          270

Other                   418          (244)          174            --            --            --

Patents               1,000        (1,000)           --         1,000        (1,000)           --
                   ---------------------------------------------------------------------------------
                   $ 11,265      $(10,173)     $  1,092      $ 10,847      $ (9,380)     $  1,467
                   =================================================================================
</TABLE>

                                      -7-
<PAGE>

         Amortization  expense for other  intangibles  totaled $242 and $433 for
the three months ended September 30, 2003 and 2002,  respectively,  and $793 and
$1,299 for the nine months  ended  September  30,  2003 and 2002,  respectively.
Aggregate amortization expense for intangible assets is estimated to be:

Three Months Ending December 31, 2003         $285
Year Ending December 31,         2004          624
                                 2005          183

 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 the fair value of the stock options at the
date of grant under SFAS 123, such costs would have been recognized ratably over
the vesting period of the underlying  instruments and the Company's net loss and
net  loss per  common  share  would  have  increased  to the pro  forma  amounts
indicated in the table below.

<TABLE>
<CAPTION>
                                                                  Three months ended September 30,   Nine months ended September 30,
                                                                ----------------------------------  -------------------------------
                                                                     2003               2002           2003               2002
                                                                ----------------    --------------  ------------    --------------
<S>                                                             <C>                    <C>          <C>                <C>
Net loss applicable to common stockholders, as ...............  $  (1,003)             $ (24,257)   $  (6,849)         $ (47,736)
reported
Deduct: Stock-based employee compensation expense
included in reported net loss ................................         77                    586          235              1,807

Add: Total stock-based employee compensation
expense determined under fair value based method
for all awards ...............................................     (1,149)                (1,742)      (3,447)            (5,226)
                                                                ---------              ---------    ---------          ---------
Pro forma net loss applicable to common
stockholders .................................................  $  (2,075)             $ (25,413)   $ (10,061)         $ (51,155)
                                                                =========              =========    =========          =========
Loss per share - basic, as reported...........................     $(0.02)             $   (0.45)   $   (0.13)         $   (0.89)
                                                                =========              =========    =========          =========
Loss per share - diluted, as reported.........................     $(0.02)             $   (0.45)   $   (0.13)         $   (0.89)
                                                                =========              =========    =========          =========
Pro forma loss per share - basic..............................     $(0.04)             $   (0.47)   $   (0.19)         $   (0.95)
                                                                =========              =========    =========          =========
Pro forma loss per share - diluted............................     $(0.04)             $   (0.47)   $   (0.19)         $   (0.95)
                                                                =========              =========    =========          =========
</TABLE>

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



                                      -8-
<PAGE>

Note 6 - Strategic Alliance with EarthLink, Inc.:

         The Company formed a comprehensive strategic alliance with EarthLink by
entering  into a series of  agreements  pursuant to which,  among other  things,
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 alliance,  the Company  recorded a gain on the
sale of subscribers  of $1,756 during the nine months ended  September 30, 2003.
Additionally, the Company entered into a sublease agreement for a portion of the
Company's  principal  offices no longer  utilized  as a result of the  Company's
strategic alliance with Earthlink.  Accordingly, the Company recorded an accrued
loss on  sublease of $611  during the second  quarter of 2003,  of which $519 is
included in accrued expenses and other long term liabilities as of September 30,
2003.

         Additionally,  as part  of the  strategic  alliance,  the  Company  and
EarthLink   entered  into  an  agreement  to   collaborate   on  developing  new
applications and extensions of existing technology,  including EarthLink-branded
wireless  data  services,  as  well as new  technologies.  As a  result  of this
agreement,  the Company recorded approximately $96 and $270 of other revenue for
the three and nine months ended September 30, 2003, respectively.

Note 7 - Impairment of Long Lived Assets:

         During the second quarter of 2003,  the Company  evaluated the carrying
value of certain  software and equipment,  which were idled upon the most recent
transition of certain  activities to EarthLink.  As a result of this evaluation,
the Company  wrote off  specific  assets with a carrying  value of $1,052.  This
charge  was  included  in  Impairment  of  long-lived  assets  in the  Condensed
Consolidated  Statements of Operations  for the nine months ended  September 30,
2003.

Note 8 - Acquisition of Subscribers:

         On February 8, 2003,  the Company  entered into an agreement to acquire
through its subsidiary, Wynd Communications Corp. ("Wynd"),  approximately 3,229
subscribers  from  Boundless  Depot LLC  ("Boundless")  . The purchase  price of
approximately  $418 has been  adjusted  for  subscriber  churn  (of which $73 is
included in accrued  expenses).  As of September 30, 2003,  the active  acquired
subscribers fell below 65% of the total subscribers  transferred and,  according
to the  agreement,  all  further  cash  payments  have  ceased  pending  further
reconciliation.  The  total  purchase  price  will  be  amortized  as  an  other
intangible asset on a straight line basis over a period of 12 months.

Note 9 - Contingencies:

         On July 2, 2003, Eastern Computer Exchange,  Inc. ("Eastern  Computer")
filed suit  against  the  Company in the United  States  District  Court for the
District of New Jersey with respect to the Company's  non-performance of certain
payment  obligations  pursuant to two equipment  leases (the "Leases").  Eastern
Computer demanded and has received from the Company all of the equipment covered
by  the  Leases.  Eastern  Computer  also  seeks  monetary  amounts  related  to
obligations  under leases ranging from  approximately  $200,000 to approximately
$800,000.  The parties are  currently  in  settlement  discussions, however, the
Company cannot predict the outcome of this matter at this time.


                                      -9-
<PAGE>

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

General

         GoAmerica,  Inc., a Delaware corporation ("We," "Us" or the "Company"),
develops and distributes  wireless data  technology,  applications  and software
that address the productivity and communications needs of enterprise  customers,
and individuals,  with one of our business units concentrating on the deaf, hard
of hearing or speech impaired  community.  In the consumer market,  we primarily
offer wireless data solutions that are designed for people who are deaf, hard of
hearing  or  speech  impaired   through  our  wholly  owned   subsidiary,   Wynd
Communications  Corporation,  ("Wynd").  In the enterprise market, our solutions
are primarily based on our proprietary software technology called Go.Web(TM). By
utilizing  Go.Web,  corporations  can improve the  productivity  of employees by
enabling  secure  wireless  access to corporate data on many wireless  computing
devices and over many  wireless  data  networks.  Our Go.Web  technology  can be
hosted  and  supported  in a secure  network  operations  center  maintained  by
GoAmerica  or its  third  party  outsourcing  provider  or  installed  behind an
enterprise's network security system,  commonly know as the firewall.  Customers
who opt to install  the  software do so by  purchasing  our  proprietary  Go.Web
Enterprise Server technology, formally known as Go.Web OnPrem(TM).

          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 to our  subscribers.  During  March  1997,  we  commenced  offering  our
services to individuals  and businesses.  Since our inception,  we have invested
significant  capital to build our wireless  network  operations  and  e-commerce
system as well as our billing system. We have invested additional capital in the
development of our software applications Go.Web and Mobile Office(R), as well as
other  software  applications.  We have  provided  mobile  devices made by third
parties to our  customers  at prices below our costs for such  devices.  We have
incurred  operating  losses since our  inception and expect to continue to incur
operating  losses  for at  least  the next  several  quarters.  We will  need to
significantly  improve our overall gross margins and further reduce our selling,
general  and   administrative   expenses  to  become   profitable   and  sustain
profitability  on a  quarterly  or annual  basis.  If we are able to attract the
necessary  capital,  we may  seek to grow  Wynd's  business  through  additional
strategic  alliances  or new  service  offerings.  As a result of our  strategic
alliance with EarthLink,  Inc., or EarthLink,  we anticipate  overall revenue to
continue to decline while gross margins should continue to increase and selling,
marketing  and  administrative  expenses  should  decline.  We may  continue  to
generate  revenues  from  EarthLink  from three primary  sources:  (i) recurring
service revenue;  (ii) software revenue; and (iii) activation bounties.  We have
substantially  reduced our costs of subscriber  airtime and operating costs as a
result of our strategic alliance with EarthLink.

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 condensed 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 charged our CDPD subscribers a
per kilobyte fee for using a mobile device outside of a designated  geographical
area, or roaming;  such fees are recognized as revenue when  collected.  We also
generally charged 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 are  generally
either  six  months,  one  year or two year  agreements.  Equipment  revenue  is
recognized  upon shipment to the end user. We also provide 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 reduction to subscriber
and  equipment  revenue at the time of sale,  allocated  based upon the relative
fair  value  of  the   equipment   and  services   provided.   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 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


                                      -10-
<PAGE>

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.  During the nine months ended
September  30, 2003,  we evaluated  the carrying  value of certain  software and
equipment which were idled upon our most recent transition of certain activities
to EarthLink and have  recorded an adjustment to the carrying  value of specific
assets.

Results of Operations

Three months ended  September 30, 2003 Compared to Three months ended  September
30, 2002

         Subscriber  revenue.  Subscriber revenue decreased 65%, to $2.6 million
for the three  months ended  September  30, 2003 from $7.4 million for the three
months ended  September 30, 2002. This decrease was primarily due to the sale of
our CDPD  subscribers,  as well as a portion of our Cingular and Motient network
subscribers,  to EarthLink  during the fourth quarter 2002. Our subscriber  base
decreased to 81,371  subscribers at September 30, 2003 from 103,541  subscribers
at September 30, 2002. Our average monthly revenue per user, or ARPU,  decreased
to $10.23 for the three  months  ended  September  30,  2003 from $23.22 for the
three months ended  September 30, 2002.  The decline in ARPU was due to the sale
of  full-service  offering  subscribers  referenced  above. We expect revenue to
increase  slightly and ARPU to remain 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  our  subsidiary,   Wynd  Communications
Corporation, or Wynd.

         Equipment  revenue.  Equipment  revenue  decreased  to $266,000 for the
three  months  ended  September  30, 2003 from $1.6 million for the three months
ended  September  30, 2002.  This  decrease was  primarily due to lower sales of
mobile  devices  as a  result  of our  strategic  alliance  with  EarthLink.  We
anticipate that equipment revenue will remain reasonably constant as we continue
to sell mobile devices through Wynd.

         Other  revenue.  Other  revenue,  which  consists  primarily of revenue
derived  from  consulting  services,  increased to $303,000 for the three months
ended  September 30, 2003 from $94,000 for the three months ended  September 30,
2002.  This increase was primarily due to our strategic  alliance with EarthLink
in which we  collaborate  on  developing  new  applications  and  extensions  of
existing technology, including EarthLink-branded wireless data services, as well
as new  technologies.  We anticipate  consulting  services to remain  reasonably
constant due to our strategic alliance with Earthlink.

         Cost of subscriber  airtime.  Cost of subscriber airtime decreased 77%,
to $1.1 million for the three months ended  September 30, 2003 from $4.8 million
for the three months ended  September 30, 2002.  This decrease was primarily due
to the sale of our CDPD  subscribers,  as well as a portion of our  Cingular and
Motient network subscribers,  to EarthLink during the fourth quarter of 2002. We
expect the number of  subscribers  and related  use of our  services to increase
slightly as a result of our continued leveraging of strategic agreements for the
sale of our Go.Web value-added  services and higher ARPU full-service  offerings
through Wynd

         Cost of network  operations.  Cost of network  operations  decreased to
$365,000  for the three months ended  September  30, 2003 from  $791,000 for the
three months ended  September 30, 2002. We expect cost of network  operations to
further  decline as a result of decreased  salaries  and benefits for  personnel
performing network operations activities.

         Cost of equipment revenue.  Cost of equipment revenue decreased 95%, to
$140,000 for the three months ended September 30, 2003 from $2.5 million for the
three months ended  September 30, 2002. This decrease was primarily due to lower
sales of mobile devices as a result of our strategic alliance with EarthLink. We
anticipate  that  the cost of  equipment  revenue  will  remain  constant  as we
continue to sell mobile devices through Wynd.

         Sales and marketing.  Sales and marketing expenses decreased 108%, to a
net gain of $169,000  for the three months  ended  September  30, 2003 from $2.0
million for the three months ended September 30, 2002.  This decrease  primarily
was  due to  decreased  advertising  costs  paid  to  third  parties  as well as
decreased  salaries and benefits for  personnel  performing  sales and marketing
activities.  Additionally,  during the three months ended September 30, 2003, we
recorded a  $372,000  one-time  reduction  of  accruals  for  certain  sales and
marketing  expenses  recorded  in  prior  periods. We expect sales and marketing
expenses to  be limited  as a result of leveraging  our strategic  alliance with
EarthLink and other partners.


                                      -11-
<PAGE>

         General  and  administrative.   General  and  administrative   expenses
decreased  73%, to $1.9 million for the three months  ended  September  30, 2003
from $6.9 million for the three months ended  September 30, 2002.  This decrease
primarily was due to decreased  salaries and benefits for  personnel  performing
business   development   and  general   corporate   activities   and   decreased
infrastructure buildout. We expect general and administrative expenses to remain
reasonably constant as a result of our outsourcing of billing,  customer support
and network services to EarthLink.

         Research and development. Research and development expense decreased to
$220,000  for the three months ended  September  30, 2003 from  $963,000 for the
three months  ended  September  30, 2002.  This  decrease  primarily  was due to
decreased   salaries  and  benefits  for  personnel   performing   research  and
development  activities.  We expect research and development  expenses to remain
reasonably constant as we develop  applications for our deaf and hard of hearing
customers.

         Amortization of goodwill and other  intangibles.  Amortization of other
intangibles  decreased for the three months ended September 30, 2003 to $242,000
from  $433,000 for the three  months ended  September  30, 2002.  This  decrease
primarily was due to patents being fully  amortized.  We expect  amortization of
other intangibles to remain constant.

         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 $11,000 during the
three months ended September 30, 2003.

Nine months ended September 30, 2003 Compared to Nine months ended September 30,
2002

         Subscriber  revenue.  Subscriber revenue decreased 66%, to $8.0 million
for the nine months  ended  September  30, 2003 from $23.3  million for the nine
months ended  September 30, 2002. This decrease was primarily due to the sale of
our CDPD  subscribers,  as well as a portion of our Cingular and Motient network
subscribers,  to EarthLink  during the fourth quarter 2002. Our subscriber  base
decreased to 81,371  subscribers at September 30, 2003 from 103,541  subscribers
at September  30, 2002.  Our ARPU  decreased to $10.29 for the nine months ended
September 30, 2003 from $23.75 for the nine months ended September 30, 2002. The
decline  in  ARPU  was  due to the  sale of  full-service  offering  subscribers
referenced above.

         Equipment revenue. Equipment revenue decreased to $917,000 for the nine
months  ended  September  30, 2003 from $5.7  million for the nine months  ended
September  30, 2002.  This  decrease was  primarily due to lower sales of mobile
devices as a result of our strategic alliance with EarthLink.

         Other  revenue.  Other  revenue,  which  consists  primarily of revenue
derived  from  consulting  services,  increased  to $643,000 for the nine months
ended  September 30, 2003 from $202,000 for the nine months ended  September 30,
2002.  This  increase was primarily  due to our recent  strategic  alliance with
EarthLink  in which we will  collaborate  on  developing  new  applications  and
extensions of existing  technology,  including  EarthLink-branded  wireless data
services, as well as new technologies.

         Cost of subscriber  airtime.  Cost of subscriber airtime decreased 86%,
to $2.3 million for the nine months ended  September 30, 2003 from $16.8 million
for the nine months ended September 30, 2002. This decrease was primarily due to
the sale of our CDPD  subscribers,  as well as a  portion  of our  Cingular  and
Motient  network  subscribers,  to EarthLink  during the fourth quarter of 2002.
Additionally,  during the nine months ended  September  30, 2003,  we recorded a
$763,000  one-time  reduction of accruals for certain  subscriber-related  costs
recorded in prior periods.

         Cost of network operations. Cost of network operations decreased 31% to
$1.7 million for the nine months ended  September 30, 2003 from $2.4 million for
the nine months ended September 30, 2002.

         Cost of equipment revenue.  Cost of equipment revenue decreased 85%, to
$1.0 million for the nine months ended  September 30, 2003 from $6.8 million for
the nine months ended  September 30, 2002.  This  decrease  primarily was due to
lower sales of mobile devices and was partially  offset by a non-cash  inventory
charge of $331,000  recorded  during the nine months ended September 30, 2003 to
value a portion of our remaining inventory at the lower of cost or market.


                                      -12-
<PAGE>

         Sales and  marketing.  Sales and marketing  expenses  decreased 87%, to
$868,000 for the nine months ended  September 30, 2003 from $6.8 million for the
nine months  ended  September  30,  2002.  This  decrease  primarily  was due to
decreased  advertising costs paid to third parties as well as decreased salaries
and  benefits  for  personnel   performing   sales  and  marketing   activities.
Additionally,  during the three months ended  September  30, 2003, we recorded a
$372,000 one-time reduction of accruals for certain sales and marketing expenses
recorded in prior periods.

         General  and  administrative.   General  and  administrative   expenses
decreased 67%, to $7.6 million for the nine months ended September 30, 2003 from
$22.8  million for the nine months  ended  September  30,  2002.  This  decrease
primarily was due to decreased  salaries and benefits for  personnel  performing
business   development   and  general   corporate   activities   and   decreased
infrastructure buildout.

         Research and development.  Research and development  expense  decreased
61%,  to $1.1  million for the nine months  ended  September  30, 2003 from $2.9
million for the nine months ended  September 30, 2002.  This decrease  primarily
was due to decreased salaries and benefits for personnel performing research and
development activities.

         Amortization of goodwill and other  intangibles.  Amortization of other
intangibles  decreased for the nine months ended  September 30, 2003 to $793,000
from $1.3 million for the nine months ended  September  30, 2002.  This decrease
primarily was due to patents being fully amortized.

          Impairment  of  long-lived  assets.   During  the  nine  months  ended
September  30, 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  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 nine months ended  September 30, 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 nine  months  ended
September 30, 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 $1.8 million during
the nine months ended September 30, 2003.

Liquidity and Capital Resources

         Since  our  inception,  we  financed  our  operations  through  private
placements of our equity  securities  and our redeemable  convertible  preferred
stock,  which resulted in aggregate net proceeds of approximately  $18.4 million
through December 31, 1999.  During the first quarter of 2000, we issued and sold
648,057  shares of Series B Preferred  Stock for net  proceeds of  approximately
$24.6  million.  In April 2000, we consummated  our initial  public  offering of
10,000,000  shares of our  common  stock at a price to the  public of $16.00 per
share, all of which were issued and sold for net proceeds of $146.2 million.  As
of  September  30,  2003,  we had  $842,000 in cash and cash  equivalents  and a
working capital deficit of $2.7 million.


                                      -13-
<PAGE>

         We have incurred  significant  operating losses since our inception and
as of September 30, 2003 have an accumulated  deficit of $263.1 million.  During
the nine months ended September 30, 2003, we incurred a net loss of $6.8 million
and used $6.3 million of cash to fund operating activities.  As of September 30,
2003 we had  $842,000  in cash and cash  equivalents  ($600,000  at October  31,
2003).  During 2002 and into 2003, we took steps to reduce our annual payroll by
more than 40% and took further  actions to reduce sales and marketing  expenses.
In addition, on September 25, 2002, we formed a comprehensive strategic alliance
with  EarthLink  by  entering  into a series of  agreements.  Pursuant  to these
agreements,  we may generate revenues from three primary sources:  (i) recurring
service  revenue;  (ii) software  revenue;  and (iii) activation  bounties.  The
EarthLink  agreements also enable us to reduce our costs of subscriber  airtime.
Our 2003  operating  plan  includes  further  reductions in headcount as well as
additional  reductions in sales and marketing  expenditures from levels incurred
during 2002, all of which have been substantially achieved to date. We currently
anticipate  that our  available  cash  resources  will be sufficient to fund our
operating  needs only through  January 2004. For us to remain in business beyond
such four month period, we believe we will require additional financing. 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.  We may not be able to raise funds on terms favorable to us,
or at all.  As a result of these and  related  considerations,  our  independent
auditors  issued a going concern  opinion in connection  with our 2002 financial
statements.

         Over  the  past  twelve  months,   our  available  cash  has  decreased
substantially.  This reduction in liquidity creates  significant  constraints on
the  manner in which our  business  can  operate.  We have  retained  an outside
advisor to assist us in analyzing  various steps that we may take to enhance our
liquidity.  We  considered,  and  may  ultimately  affect,  the  sale  or  other
disposition of certain of our assets,  including our Go.Web technology,  and the
redeployment of the net proceeds in aspects of our business which we believe are
well  positioned for revenue  generation and growth.  We cannot assure you as to
when or whether such steps will be taken and, if taken,  whether such steps will
be  successful.  We recently  suspended  active  attempts to sell our assets and
retained a separate  outside  advisor to explore  equity  placements  that would
enable us to  continue  our  operations.  At the same  time,  we are  seeking to
renegotiate  certain  of our  long  term  lease  obligations  and  other  vendor
liabilities.  We  currently  are  default on certain  of these  obligations  and
liabilities.  We cannot assure you that we will achieve our 2003 operating plan,
enter  into  one  or  more  agreements  to  enhance  liquidity  or  successfully
renegotiate  our long  term  lease  obligations  and other  vendor  liabilities.
Although we have been able to reduce our cash burn,  we may find it necessary to
elect  to  seek  bankruptcy  protection  or we may be  forced  into  involuntary
bankruptcy  proceedings if we are  unsuccessful in  renegotiating  our lease and
other liabilities or if we are unsuccessful in raising capital. We cannot assure
you that we will be able to effect such  renegotiations  or raise new capital on
satisfactory terms, or at all.


         Net cash used in operating activities decreased to $6.9 million for the
nine months  ended  September  30,  2003 from $24.0  million for the nine months
ended  September 30, 2002. This decrease  primarily was due to decreased  losses
from operations.

         We generated  $2.7 million in cash in investing  activities  during the
nine months ended  September 30, 2003 as compared to using  $349,000 in cash for
the nine months ended September 30, 2002. Cash provided by investing  activities
primarily  resulted from the gain on sale of  subscribers as well as the release
of restricted cash for draw downs on letters of credit.

         We generated  $47,000 in cash in financing  activities  during the nine
months  ended  September  30, 2003 as compared  to using  $440,000  for the nine
months ended September 30, 2002. Cash provided by financing activities primarily
resulted from proceeds from the sale of stock through  option  exercises.  As of
September  30,  2003,  our  principal   commitments   consisted  of  obligations
outstanding  under operating  leases.  As of September 30, 2003,  future minimum
payments for non-cancelable  operating leases having terms in excess of one year
amounted to $8.9 million,  of which approximately $2.0 million is payable in the
next twelve months.

                                      -14-
<PAGE>

         The following table summarizes GoAmerica's  contractual  obligations at
September 30, 2003, and the effect such  obligations are expected to have on its
liquidity and cash flow in future periods.

<TABLE>
<CAPTION>
                                                                   Less than 1
September 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                      $      145        $      139        $      6        $      --         $      --
    Operating Lease                                     8,744             1,813           2,904            2,169             1,858
       Obligations
                                                   ----------        ----------        --------        ---------         ---------
    Total Contractual Cash                         $    8,889        $    1,952        $  2,910        $   2,169         $   1,858
       Obligations
                                                   ==========        ==========        ========        =========         =========
</TABLE>

Forward Looking Statements

         Statements contained in this Form 10-Q that are not based on historical
fact are  "forward-looking  statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended.  Forward-looking  statements may be
identified  by the use of  forward-looking  terminology  such as "may,"  "will,"
"expect," "estimate,"  "anticipate," "continue," or similar terms, variations of
such terms or the  negative  of those  terms.  Such  forward-looking  statements
involve risks and uncertainties,  including, but not limited to: (i) our limited
operating  history;  (ii) our reduced capital  resources and need for additional
liquidity;  (iii) our ability to fund our operating needs through available cash
reserves;   (iv)  our  ability  to  raise  additional   equity  and  renegotiate
liabilities before our cash resources are fully depleted;  (v) the impact on our
business  from our  receiving a "going  concern"  opinion  from our  independent
auditors; (vi) our ability to successfully implement our strategic alliance with
EarthLink;  (vii) our dependence on EarthLink to provide  billing,  customer and
technical support to our subscribers; (viii) our ability to respond to the rapid
technological change of the wireless data industry and offer new services;  (ix)
our  dependence  on  wireless  carrier  networks;  (x) our ability to respond to
increased  competition  in the  wireless  data  industry;  (xi) our  ability  to
integrate  acquired  businesses and technologies;  (xii) our ability to leverage
strategic  alliances to generate revenue growth;  (xiii) our ability to increase
or maintain gross margins,  profitability,  liquidity and capital resources; and
(xiv) our  ability to manage our  remaining  operations;  and (xv)  difficulties
inherent in predicting the outcome of regulatory processes.  As a result of such
risks and others  expressed from time to time in our filings with the Securities
and Exchange  Commission,  our actual results could differ  materially  from the
results  discussed  in or implied by the  forward-looking  statements  contained
herein.

Recent Accounting Pronouncements

         In  June  2002,  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities".  SFAS 146 requires recording costs
associated  with  exit or  disposal  activities  at  their  fair  values  when a
liability has been incurred.  Under previous  guidance,  certain exit costs were
accrued upon management's  commitment to an exit plan, which is generally before
an actual liability has been incurred. Adoption of SFAS 146 is required with the
beginning  of fiscal year 2003.  The adoption of this  statement  did not have a
significant impact on the Company's results of operations.

         In November 2002, the FASB issued FASB  Interpretation,  "FIN," No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others."  FIN No. 45  addresses  the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements  about its obligations  under certain  guarantees that is has issued.
Under FIN No. 45 recognition and initial  measurement  provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's  fiscal year end. The adoption of FIN No. 45 did
not have a significant impact on our consolidated  financial position or results
of operations.


                                      -15-
<PAGE>

         In January  2003,  the FASB  issued FASB  Interpretation  "FIN" No. 46,
"Consolidation of Variable Interest  Entities". FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated  Financial Statements", to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  FIN 46 applies  immediately  to variable  interest
entities  (VIE's)  created  after  January  31,  2003,  and to VIE's in which an
enterprise  obtains an interest  after that date. It applies in the first fiscal
year or interim  period after December 15, 2003, to VIE's in which an enterprise
holds a variable  interest  that it acquired  before  February  1, 2003.  FIN 46
applies to public  enterprises as of the beginning of the applicable  interim or
annual period.  The adoption of FIN 46 is not expected to have a material impact
on our consolidated financial position, liquidity, or results of operations.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
Financial  Instruments with Characteristics of both Liability and Equity".  SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liability and equity. It also
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were  previously  classified as equity.  SFAS No. 150 is effective for financial
instruments  entered  into or modified  after May 15,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003,  except for  mandatorily  redeemable  financial  instruments  of nonpublic
entities.  It is to be implemented by reporting a cumulative  effect of a change
in an accounting principal of financial  instruments created before the issuance
date of the Statement and still  existing at the beginning of the interim period
of adoption.  Restatement is not permitted. The adoption of SFAS No. 150 did not
have a material  impact on our  consolidated  financial  position  or results of
operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         We believe that we have limited  exposure to  financial  market  risks,
including changes in interest rates. At September 30, 2003, 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  $8,000 based on cash and cash equivalent  balances
at September 30, 2003. We currently  hold no derivative  instruments  and do not
earn foreign-source income.

Item 4. Controls and Procedures


Evaluation of disclosure controls and procedures.

          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  Vice  President,  Controller,  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 Vice  President,  Controller,  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 over financial reporting. 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.


                                      -16-
<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  $589,993.60,  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.

         On July 2, 2003, Eastern Computer Exchange,  Inc. ("Eastern  Computer")
filed  suit  against  GoAmerica  in the  United  States  District  Court for the
District of New Jersey with respect to  GoAmerica's  non-performance  of certain
payment  obligations  pursuant to two equipment  leases (the "Leases").  Eastern
Computer  demanded and has received from GoAmerica all of the equipment  covered
by  the  Leases.  Eastern  Computer  also  seeks  monetary  amounts  related  to
obligations   under  the  Leases   ranging   from   approximately   $200,000  to
approximately $800,000.  The parties are  currently in  settlement  discussions,
however, the Company cannot predict the outcome of this matter at this time.


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 on October 21, 2003, the Nasdaq Listings  Qualifications Panel
granted the Company  additional time, until at least December 1, 2003, to regain
compliance with the minimum price requirement since the Company meets all of the
other listing requirements.

         As previously reported,  the Company retained an independent contractor
in August 2003 to serve as Interim Chief Financial Officer.  During transitional
activities,  management  redefined  the  scope of the  contractor  such that the
general  duties of a public  company  chief  financial  officer  were assumed by
members of the Company's  accounting  and finance  staff and the Company's  Vice
President,  Controller  continues to serve as the Company's principal accounting
officer.

                                      -17-
<PAGE>

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 Vice President, ControllerPursuant 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 Vice  President,  ControllerPursuant  to 18
U.S.C.  Section 1350,  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

         (b)      During the quarter ended  September 30, 2003,  the  registrant
                  filed two Reports on Form 8-K with the Commission:

                  On July 1, 2003,  the Company  filed a Current  Report on Form
                  8-K with regard to the issuance of a press  release  providing
                  an update on the Company's  strategic  initiative  process and
                  refocused business mission (Item 9).

                  On September 3, 2003,  the Company  filed a Current  Report on
                  Form  8-K  regarding  its  receipt  from  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.


                                      -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:   November 13, 2003       By: /s/ Daniel R. Luis
                                    --------------------------------------------
                                    Daniel R. Luis
                                    Chief Executive Officer
                                    (Principal Executive Officer)





DATE:   November 13, 2003       By: /s/ Donald G.Barnhart
                                    --------------------------------------------
                                    Donald G. Barnhart
                                    Vice President, Controller



                                      -19-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION

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

         31.2     Certification  of the Vice President,  Controller  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 Vice President, Controller Pursuant to 18
                  U.S.C.  Section 1350,  Adopted  Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.