<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002
                          ----------------
                                       OR
|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________  to  __________

                         Commission File Number 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)

Registrant's  telephone  number,  including area code (201) 996-1717
                                                      --------------
Securities registered pursuant to Section 12(b) of the Act:

          Title of each class          Name of Each Exchange on Which Registered
          -------------------          -----------------------------------------
None
-----------------------------          -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>



         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 if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

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

Yes:                              No:    X
             -----------             ----------

         The  aggregate  market  value  of  the  voting  common  equity  of  the
registrant held by non-affiliates (for this purpose,  persons and entities other
than  executive  officers,  directors,  and  5% or  more  shareholders)  of  the
registrant,  as of the  last  business  day of the  registrant's  most  recently
completed second fiscal quarter (June 30, 2002), was $19,437,507.

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of March 26, 2003:

                           Class                               Number of Shares
                           -----                               ----------------
               Common Stock, $0.01 par value                      54,073,420

         The following  documents are  incorporated by reference into the Annual
Report on Form 10-K: Portions of the registrant's definitive Proxy Statement for
its 2003 Annual Meeting of Stockholders  are incorporated by reference into Part
III of this Report.



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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

                       Item                                                                                     Page
                      ------                                                                                   ------
<S>                    <C>           <C>                                                                         <C>

PART I                  1.     Business of the Company................................................            2
                        2.     Properties.............................................................           16
                        3.     Legal Proceedings......................................................           16
                        4.     Submission of Matters to a Vote of Security Holders....................           17

PART II                 5.     Market for the Registrant's Common Equity and Related Stockholder
                                    Matters...........................................................           18
                        6.     Selected Consolidated Financial Data...................................           20
                        7.     Management's Discussion and Analysis of Financial Condition and
                                    Results of Operations.............................................           22
                        7A.    Quantitative and Qualitative Disclosures About Market Risk.............           35
                        8.     Financial Statements and Supplementary Data............................           35
                        9.     Changes in and Disagreements with Accountants on Accounting and
                                    Financial Disclosure..............................................           35

PART III               10.     Directors and Executive Officers of the Registrant.....................           36
                       11.     Executive Compensation.................................................           36
                       12.     Security Ownership of Certain Beneficial Owners and Management.........           36
                       13.     Certain Relationships and Related Transactions.........................           36
                       14.     Controls and Procedures................................................           36

PART IV                15.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......           37

SIGNATURES............................................................................................           38

EXHIBIT INDEX.........................................................................................           42

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE...........................           F-1

</TABLE>

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                           FORWARD-LOOKING STATEMENTS

         The  statements  contained in this Annual  Report on Form 10-K that are
not  historical  facts are  forward-looking  statements  (within  the meaning of
Section 21E of the  Securities  Exchange Act of 1934,  as amended)  that involve
risks and uncertainties.  Such forward-looking  statements may be identified by,
among other things, the use of  forward-looking  terminology such as "believes,"
"expects,"  "may," "will,"  "should" or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy that involve risks and uncertainties. These forward-looking statements,
such as statements regarding  anticipated future revenues and expenses,  capital
expenditures,  subscriber base,  profit margins and other  statements  regarding
matters  that are not  historical  facts,  involve  predictions  with  risks and
uncertainties.  Potential risks and  uncertainties  that could affect our future
operating  results  include,  but are not limited to: (i) our limited  operating
history;  (ii) our reduced capital  resources;  (iii) the impact on our business
from our receiving a "going concern" opinion from our independent auditors; (iv)
our ability to successfully implement our strategic alliance with EarthLink; (v)
our dependence on EarthLink to provide billing,  customer and technical  support
to our  subscribers;  (vi) our  ability to  respond  to the rapid  technological
change  of the  wireless  data  industry  and  offer  new  services;  (vii)  our
dependence  on  wireless  carrier  networks;  (viii)  our  ability to respond to
increased  competition  in the  wireless  data  industry;  (ix) our  ability  to
integrate  acquired  businesses  and  technologies;  (x) our ability to leverage
strategic  alliances to generate revenue growth; (xi) our ability to increase or
maintain gross margins,  profitability,  liquidity and capital resources;  (xii)
our ability to manage  expanded  operations;  and (xiii) our ability to fund our
operating needs through available cash reserves.  Such risks and others are more
fully  described  in the Risk  Factors set forth in Exhibit  99.1 to this Annual
Report.  Our actual results could differ  materially from the results  expressed
in, or implied by,  such  forward-looking  statements.  Each  reference  in this
Annual Report to "GoAmerica,"  the "Company" or "We," or any variation  thereof,
is a reference to GoAmerica, Inc. and its subsidiaries.

                                     PART I

ITEM 1.  BUSINESS OF THE COMPANY.

GENERAL

         GoAmerica   develops  and   distributes   wireless   data   technology,
applications and software that address the productivity and communications needs
of enterprise  customers and consumers.  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,  formally  known as  Go.Web  OnPrem(TM), technology.  In the
consumer  market,  we primarily  offer wireless data solutions that are designed

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for people  who are deaf,  hard of  hearing  or speech  impaired.  We market and
support these services through Wynd Communications, a wholly owned subsidiary of
GoAmerica.

         Our revenues  are  primarily  derived from the sale of 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 and EarthLink,  Inc.  ("EarthLink").  During 2002, we
began  generating a small  portion of our revenue  through  licensing  fees from
sales of our server software. We intend to increase our focus on growing revenue
associated with software and other technology licensing during 2003.

         In September 2002 we announced that we were refining our business model
in order to focus on the technology  development and distribution aspects of our
strategy. As part of this transition,  we entered into a strategic alliance with
EarthLink with respect to several areas of our business:

                  Subscriber Purchase.  EarthLink purchased our cellular digital
         packet data  (CDPD) network  subscribers  and a portion of our Cingular
         and Motient  network  subscriber  base.  This  transaction  included an
         upfront  payment from  EarthLink,  which we received  during the fourth
         quarter of 2002, an additional payment, which was received in the first
         quarter of 2003, and a final payment, which we expect to receive during
         the second quarter of 2003 once the  subscriber  transfer is completed.
         We also expect to continue  receiving  from  EarthLink a portion of the
         recurring  revenue it generates by providing these subscribers with our
         Go.Web service.

                  Outsourcing.  We selected  EarthLink as our preferred provider
         of  billing  and  collections,  customer  support,  technical  support,
         wireless  communication devices and wireless network  connectivity.  We
         expect this aspect of our  alliance to reduce our  operating  expenses,
         including costs of wireless airtime, equipment,  billing, customer care
         and provisioning and to shift all collection risk to EarthLink.  As its
         service  fee  for   performing   this  range  of   administrative   and
         provisioning  services,  EarthLink  retains a portion of the  recurring
         Go.Web revenues it collects and then remits the balance to us.

                  Agency  Agreement.  We  market  and  sell  EarthLink's  mobile
         solutions   through   our  direct   sales   force  and  other   channel
         partnerships.  This agreement may further  diversify our revenue mix as
         EarthLink will pay us commissions for selling its wireless services and
         other product offerings.

                  Technology  Development  and  Distribution.  Our alliance with
         EarthLink  supports our objective of increasing the distribution of our
         wireless data technology as EarthLink has agreed to utilize Go.Web as a
         key component for EarthLink's  next-generation  wireless Web offerings.
         GoAmerica has also agreed to develop an EarthLink-branded wireless data
         service for the consumer and small  business  markets.  We expect these
         agreements  to  contribute  to our  revenue  through a  combination  of
         licensing fees and development fees paid to us by EarthLink.


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<PAGE>

         Go.Web - Our proprietary  Go.Web technology serves as the foundation of
our service offerings.  Go.Web is a wireless enabling technology that reformats,
compresses,  and encrypts data  automatically  and on a near immediate basis for
delivery  over  many  wireless  data  networks  to many  wireless  communication
devices. Go.Web Enterprise Server, formally known as Go.Web OnPrem, is the brand
name for our  behind-the-firewall  software that enables  businesses  and mobile
professionals  to securely access  corporate files and databases.  Customers who
use our Go.Web  technology have the ability to wirelessly  access most Web-based
applications  or  Internet  content,  including  corporate  intranets,  business
applications and corporate email.

         In addition to providing  secure data access,  our suite of value-added
features  improves  productivity  by enabling  customers to open,  edit, fax and
forward email  attachments;  remotely access and manage documents;  send instant
messages;  and queue  requests  to access or send  information  when a device is
outside of a wireless  service area. We also offer tools that allow customers to
better manage wireless network time and expense by allowing the user to download
all or part of a document,  convert a document  to text,  or fax a document to a
specified location.

         Currently, GoAmerica customers have the ability to access our solutions
using most major wireless data networks in North America including networks that
operate on the code division  multiple  access (CDMA),  CDPD,  DataTAC,  general
packet radio service (GPRS),  Mobitex and ReFlex  technologies.  Our subscribers
are also able to use GoAmerica  solutions with their choice of a wide variety of
leading mobile  computing  devices,  including  Research In Motion's,  or RIM's,
BlackBerry and interactive handheld devices;  Microsoft Pocket PC-based personal
digital  assistants;  Palm operating  system-based  handheld  computing devices;
laptop  computers;  and certain Motorola two-way pagers. We also have engineered
our technology to operate with new versions of many other wireless devices.

         Since our software and  services  are  designed to  inter-operate  with
widely used  technology  standards,  we are able to  regularly  and  efficiently
upgrade our solutions to support new networks and devices.  We believe that this
flexibility is a key strength of our product offering as it addresses the desire
of corporate  technology officers to utilize  "evergreen"  solutions that can be
easily upgraded to meet their companies' evolving technology needs.

         Our Wynd  Communications  subsidiary  offers enhanced services known as
WyndTell(TM),   which  assist  our  deaf,  hard-of-hearing  or  speech  impaired
customers to communicate  with almost anyone,  virtually  anywhere,  at anytime.
Providing national wireless coverage for its services, WyndTell allows customers
essentially  to send and receive  email  messages to or from any email  service,
send and receive TTY/TDD  messages and faxes, and access the Internet and Tripod
Captioning  Film  information.  Through  Wynd's  partnership  with the  American
Automobile Association,  WyndTell provides access to Emergency Roadside Services
for motorists who would otherwise have difficulty using a roadside call box.

         Our principal office is located at 433 Hackensack  Avenue,  Hackensack,
New Jersey 07601,  and our telephone  number is (201) 996-1717.  Our web site is
located at  www.goamerica.net.  We have not  incorporated by reference into this
Form 10-K any of the information on our web site, and you should not consider it
to be a part of this document. Our web site address is included in this document
as an inactive textual reference only.

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         The GoAmerica name and logo and the names of  proprietary  products and
services  offered by GoAmerica are trademarks,  registered  trademarks,  service
marks or registered service marks of GoAmerica.

CORPORATE HISTORY

         GoAmerica  Communications  Corp. was incorporated in Delaware in 1996.
In December 1999,  GoAmerica,  Inc. was incorporated in Delaware and each of the
security  holders  of  GoAmerica  Communications  Corp.  exchanged  all of their
outstanding  securities  for newly issued  securities  of  GoAmerica,  Inc. with
equivalent rights and preferences.  As a result,  GoAmerica Communications Corp.
became a wholly owned subsidiary of GoAmerica,  Inc. GoAmerica, Inc. consummated
its initial public offering of its common stock in April 2000.

         On June 28,  2000,  we  acquired  Wynd  Communications  Corporation,  a
California  corporation,  or  Wynd.  Wynd  is a  leading  provider  of  wireless
telecommunications  services for people who are deaf,  hard of hearing or speech
impaired,  a line of business that we have continued.  In the  acquisition,  the
former  stockholders  of Wynd  received an aggregate of 3,964,975  shares of our
common stock in exchange for all outstanding  shares of Wynd capital stock. Such
aggregate  amount equaled seven percent (7%) of the total  fully-diluted  issued
and outstanding shares of our common stock on the date of issue.

         On  August  31,  2000,  we  acquired  Hotpaper.com,  Inc.,  a  Delaware
corporation,  or  Hotpaper.  Hotpaper  provided  Web-based  document  automation
software,  infrastructure  and  content,  which  was  utilized  as the basis for
developing  components  of our  value-added  suite of services.  Pursuant to the
terms of the  acquisition,  the former  stockholders  of  Hotpaper  received  an
aggregate of  1,006,111  shares of our common stock in exchange for a portion of
the outstanding  shares of Hotpaper capital stock. In addition,  one stockholder
of Hotpaper received a cash payment of $750,000 in exchange for a portion of his
shares of Hotpaper capital stock.

         On November 7, 2000, we acquired  substantially all the assets of Flash
Creative  Management,  Inc., a New Jersey corporation,  or Flash. Flash provided
consulting services to business customers in the areas of business  improvement,
strategy and redesign and in software  development  and  integration,  a line of
business which we are currently not pursuing.  In  consideration  for the assets
purchased,  we (i) paid an aggregate  purchase  price of $6,000,000  cash,  (ii)
issued  466,302  shares of restricted  common stock, and (iii)  assumed  certain
liabilities of Flash.

         On November 13,  2001,  we acquired  OutBack  Resource  Group,  Inc., a
California  corporation,  or OutBack.  OutBack is a software development company
specializing in wireless and network  management and  technologies.  Pursuant to
the terms of the  acquisition,  the former  stockholders of OutBack  received an
aggregate of 134,996 shares of our common stock and warrants to purchase,  at an
exercise price of $3.00 per share,  an additional  aggregate of 67,500 shares of
our common stock, in  exchange  for all  outstanding  shares of OutBack  capital
stock.

         On September 25, 2002, we revised our business model by entering into a
strategic alliance with EarthLink relating to several areas of our business. See
"Business of the Company - General".


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OUR BUSINESS

         Businesses  today face a daunting  and  complex  array of choices  when
contemplating  wireless  implementations.  Our  experience  in the wireless data
industry,  combined  with  our  technology,  enables  GoAmerica  to  design
sophisticated  solutions  for our customers. By design, our solutions are highly
versatile  and  can  be  easily  customized  for the particular needs of a given
customer.  Specifically,  we  offer  customers:

         Wireless  Network  Flexibility  -  Despite  the many  wireless  network
advances,  North  America  continues to be a region of disparate  systems,  each
having its own communications  protocol,  coverage patterns and unique features.
GoAmerica has developed its  technology to operate over most major wireless data
network  technologies  in  North  America.  Our  customers  have the  choice  of
subscribing  to  wireless  plans  offered  by  our  preferred  network  services
partners,  such as EarthLink, or adding our services and value-added features to
their current wireless service. In some  circumstances,  such as the delivery of
our  WyndTell   service,   we  directly  provide  our  customers  with  wireless
connectivity  through reseller agreements that we maintain with leading wireless
network operators.

         By developing our technology to operate over a wide variety of wireless
networks, we increase the potential geographic area, also called a footprint, in
which our solutions can be utilized.  In the business  market,  this flexibility
enables a corporate customer to use our technology in support of local, regional
or national wireless deployments.  Maintaining this level of network flexibility
is a key aspect of our technology  development  strategy and we are  continually
updating our solutions to incorporate new wireless standards such as 2.5G and 3G
technologies.

         Device  Choices - Advances in hardware  and  software  technology  have
contributed to an expanding  variety of mobile  computing  devices.  Due to this
diversity of hardware  options,  companies  are faced with the new  challenge of
procuring and supporting multiple devices. We help enterprises  streamline these
processes by advising on the appropriate  equipment that meets a company's needs
as well as actually  offering the devices to the  enterprise  through one of our
preferred partners such as EarthLink.

         Our technology  and services are currently  available on a wide variety
of  wireless access devices including Research In Motion's, or RIM's, BlackBerry
and  interactive  handheld  devices;  Microsoft Pocket PC-based personal digital
assistants; Palm operating system-based computing devices; laptop computers; and
certain  Motorola  two-way  pagers.  We are able to offer our solutions on these
devices  because we support a range of wireless networks and utilize our own and
third-party  device  software.  This  capability  enables  us  to  support  our
technology on devices that we believe will achieve significant market acceptance
and  penetration.

         During  2002,  we  began  upgrading  our  technology  to  leverage  the
increased functionality and growing popularity of the new and expanding breed of
"converged" devices.  These are mobile  communications  devices that combine the
functionality  of a wireless  phone with a handheld  computer in a compact  form
factor.  In order to  strengthen  our  development  capabilities  for  converged



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devices,  we acquired OutBack Resource Group in late 2001. OutBack is a software
company  specializing  in the  development  of  applications  based on  Java,  a
technology  platform  that is used to  operate  a growing  number  of  converged
devices.

         Customized  Data Access - Whether a customer  wants access to corporate
email systems, enterprise resource planning (ERP) systems, customer relationship
management  (CRM)  systems,  field sales systems,  intranets or other  Web-based
information, we can provide that access and do so securely. By using our own and
third-party  software,  our  solutions  compress  and encrypt  data content from
broadband  sources to enable faster and more  cost-effective  data delivery over
wireless  networks.  We support  various  wireless  protocols,  such as wireless
application protocol (WAP),  wireless markup language (WML),  handheld delimited
markup language (HDML),  hypertext  markup language (HTML),  secure socket layer
(SSL), and Java.

          In order  to  provide our  customers  with  a high caliber of service,
we  supplement  our  core  wireless  networking  expertise with the expertise of
leading  enterprise  services  and technology companies. Corporate wireless data
deployments  are  typically part of larger corporate technology initiatives. For
customers  who  require long-term professional services agreements, we typically
recommend  one  of several leading global systems integrators, such as IBM, with
whom  we  have  entered  into  a  strategic  relationship.  These  strategic
relationships  are  designed  to  provide  an  optimal customer experience while
creating  new  revenue  opportunities  for  GoAmerica and its alliance partners.

THE GOAMERICA STRATEGY

         Our primary mission is to be a leader in development  and  distribution
of world-class wireless data technology and services. We seek to distinguish our
offerings with value-added  solutions in order to deepen  penetration  among our
installed base and expand the breadth of our overall customer base. Our strategy
includes the following key elements:

         Organic  Growth by  Penetrating  Our Installed  Base of Customers.  Our
business  solutions are currently being utilized by employees at several hundred
corporations and small to mid-sized businesses. Since the overall  deployment of
wireless data  technologies is currently at an early stage,  our average account
size is still  relatively  small.  We believe  that the progress we have made at
`seeding' the market with users of our technology  creates an opportunity for us
to generate  additional growth by further  proliferating the use of our services
within  existing  accounts.  This  strategy  includes  selling  new  value-added
features and  technology  products such as server  software,  wireless  document
management  applications and new wireless network and device offerings,  as well
as growing the number of overall users of our solutions within an organization.

         Focus New Account Growth Around Primary Strategic Alliances.  A central
component our sales and marketing strategy is forming marketing and distribution
alliances with leading technology  companies such as Dell, EarthLink and IBM. In
order to take advantage of these key relationships, we have structured our sales
organization  into teams that work with these alliance  partners to identify and
close new  business  opportunities.  Strategic  relationships  range  from joint
marketing  initiatives to more comprehensive  alliances  resulting in technology
integration  and joint  product  development.  For  example,  in November  2002,
GoAmerica  and IBM announced  that we would offer our Go.Web server  software in
conjunction with IBM's WebSphere Everyplace Access application platform.


                                       7
<PAGE>

         Focus Our Efforts on Core Areas of Expertise.  Our  strategic  alliance
with  EarthLink,  entered into in September  2002,  allows us to streamline  our
business operations and focus on our core competencies. By eliminating the costs
associated  with  providing  services to our CDPD and other  subscribers  and by
outsourcing billing, collections,  customer support, technical support and other
related  functions,  we can  focus  our  efforts  on  developing  and  marketing
technology to support the expansion of wireless opportunities.

         Maintain  a  Stable  and   Steadily   Growing   Wynd   Business.   Wynd
Communications  is  currently  the largest  provider of wireless  data  services
designed for people who are deaf, hard of hearing or speech impaired.  A premium
service  tailored to meet the needs of Wynd's customer base,  WyndTell,  has the
potential  to  generate a high  average  revenue per user,  or ARPU,  high gross
margins and a low customer  turnover rate. We believe that the potential  market
for our  WyndTell  services is largely  underserved,  providing  Wynd with ample
opportunities for additional growth.  Subject to capital  contstraints,  we also
intend to leverage Wynd's brand leadership and extensive  distribution alliances
to offer a wider  portfolio  of products  and  services  that are targeted at or
useful to people who are deaf, hard of hearing or speech impaired

         Grow Revenue By Licensing GoAmerica  Technology.  During 2002, we began
to generate revenue by selling software licenses for our Go.Web  technology.  As
part of our recent re-focusing of our business  strategy,  we intend to increase
our emphasis on generating  revenue from sales of technology  licenses.  We feel
that by selling our  technology  as a software  product we can  generate  higher
gross margins while maintaining lower costs of operations. Part of our licensing
strategy is to integrate  our  technology  into the  offerings of our  strategic
alliance  partners.  For example,  as part of our alliance  with  EarthLink,  we
expect EarthLink to use Go.Web as a foundation for its next generation  wireless
Web offering.  We have also agreed to develop an EarthLink-branded wireless data
service targeted at the consumer market.

         Acquisitive Growth and Differentiation  Through Targeted  Transactions.
Subject to our capital constraints, we intend to pursue additional alliances and
acquisitions  that we believe  will allow us to quickly  increase  the scale and
scope of our resources. In particular,  we expect to seek acquisitions that will
expand our  technology or engineering  force,  enable us to enter new markets or
industry  sectors,  expand our  customer  base,  or provide  new  services.  For
example,  in March 2003,  we  purchased  certain  assets from  Boundless  Depot,
including their Deafwireless subscriber base.

CUSTOMERS

         We sell and  market  to  enterprise  and  individual  customers.  As of
December  31,  2002,  we  had  approximately   91,300  end-users  accessing  our
solutions.  We generally  target our  enterprise  marketing and selling  efforts
toward   decision-makers   within   businesses  with  large  numbers  of  mobile
professionals.   These  customers  often  have  a  wireless  strategy  and  need
assistance  with the  implementation  and  maintenance of such strategy.  Mobile
professionals  typically have computer and Internet access, use a cellular phone


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or pager, and have a strong  professional or personal need to stay in touch with
Web-based  information.  Most of our consumer  marketing focuses on our WyndTell
service and other Wynd product offerings.

SALES AND MARKETING

Sales

         We  currently  sell our  services  and  solutions  through  two primary
channels of  distribution:  direct and  indirect.  As of April 1, 2003 we had 15
employees working in our sales department.

         Direct  Distribution.  Direct  distribution  methods  consist  of those
channels in which our  personnel  take the order  directly  from the  customers.
Within direct distribution, we capture new business through two primary methods:

         Direct Sales  Representatives  - Our direct sales  professionals  focus
primarily on mid-sized to large  corporate  customers  who are seeking to deploy
wireless data solutions for the  associated  gains in  productivity  and overall
return on investment.

         Telesales  Representatives  - Our  telesales  professionals  respond to
queries generated as a result of Web site visits and our marketing efforts which
usually list our toll-free sales telephone number.

         Direct and telesales representatives collaborate on certain accounts in
order to maximize sales efforts and returns.

         Indirect  Distribution.  Indirect distribution methods consist of those
channels where our distribution  alliance  partners take the order directly from
the  customers or refer  customers  to one of our direct sales  representatives.
With indirect distribution, we capture new business through several methods such
as:

         Strategic  Sales  and  Marketing  Alliances  -  GoAmerica  has  created
strategic  alliances  that enable us to  distribute  our  products  and services
through the sales channels of several leading enterprise services and technology
companies including original equipment  manufacturers  (OEMs),  wireless service
providers,  independent software vendors and global systems  integrators.  These
relationships   typically   include   co-marketing   agreements  and  frequently
incorporate  these companies into our GoAmerica  Alliance Program as value-added
resellers and dealers.

         Value-Added  Resellers  and  Dealers - Through our  GoAmerica  Alliance
Program,  we provide  discounts and  commissions  to  value-added  resellers and
dealers.

         Value-added  resellers buy GoAmerica services at a discounted wholesale
price  and then  sell  these  services  to their  customers  at a retail  price.
Resellers are not paid a commission.  Resellers are  responsible for selling the
GoAmerica  service and mobile devices,  and billing and supporting the customer.
We are  responsible for billing the reseller.  For example,  we have a reselling
relationship  with  EarthLink  pursuant  to which  EarthLink  resells our Go.Web
service  through its  distribution  channels as a part of  EarthLink's  suite of
offerings to its customers.


                                       9
<PAGE>

         Dealers offer  GoAmerica  products and services to their  customers and
are paid a commission  for each sale.  They are  typically not  responsible  for
billing or  supporting  the  customer,  though they may assist the customer with
integration of their GoAmerica solution.  For example,  IBM offers our solutions
as a dealer and, in some circumstances, also installs our server software on the
customer's  premise.  Our  Wynd  subsidiary   maintains   relationships  with  a
nationwide network of dealers, each focused on products designed for people with
hearing loss.

Marketing

          GoAmerica's  greatest  opportunity  for new sales stems from customers
who  already  utilize  our  technology,   and  alliance  partners  that  provide
substantial  access to new prospects  through  established  marketing  vehicles.
Direct mail,  electronic direct response,  and other initiatives are designed to
provide a regular  outreach to our existing  customer base.  Increased  targeted
marketing within our distribution  relationships  raises GoAmerica's  visibility
within these organizations and generates sales among their customer bases. As of
April 1, 2003, we had 7 employees working in our marketing department.

TECHNOLOGY AND OPERATIONS

Service Infrastructure

         Wireless  Internet   Connectivity  Center.  In  order  to  provide  our
subscribers  with  reliable  service,  we operate a 7,000  square  foot  network
operations  center in New York  City.  This  facility  is our  primary  Wireless
Internet  Connectivity  Center.  This  state-of-the-art  facility  was  built to
provide  high  performance,  reliable  and  secure  wireless  access to  mission
critical  data.  This  Wireless  Internet  Connectivity  Center is  connected to
multiple Tier-1 Internet backbone providers such as UUNET/MCI WorldCom,  Sprint,
and AT&T via redundant  high-capacity,  high-speed leased T-1 telecommunications
lines as well as fixed location frame-relay circuits.  These circuits connect to
our  customers'  data  sources and to the  wireless  data  networks we use.  Our
Wireless  Internet  Connectivity  Center is supported by a switched  fiber optic
backbone provided by Cisco Systems. The center is equipped with proven, industry
standard equipment, including Cisco and Paradyne networking equipment, Sun Sparc
Enterprise  UNIX  servers,  high-end clustered Compaq servers, Network Appliance
NFS  Servers  and  Clarion  Raid  Arrays.  We  believe  our  Wireless  Internet
Connectivity  Center  is  capable  of  meeting the capacity demands and security
standards  for  services  we have developed or are developing for our customers.
Our  technical  staff  monitor network traffic, service quality, and security 24
hours  a  day,  seven  days  a  week.

         In  order  to  further  reduce  our  costs,   we  are  considering  the
possibility of outsourcing  this function to a third party  provider.  We cannot
assure you when or whether such outsourcing will occur.

         Wireless  Networks.  Through our  relationships  with leading  wireless
services  providers,  we are able to offer our  customers the ability to use our
wireless  solutions in most major  metropolitan  areas in the continental United
Stated  and  parts of Canada. We offer our customers wireless access as a dealer
for  our  preferred  services  partners, such as EarthLink or, in some cases, we
provide  wireless services directly to our customers through reseller agreements


                                       10
<PAGE>

with wireless network operators such as Cingular  Interactive and Motient.  This
type of wireless resale offering is primarily limited to our WyndTell services.

Our Software Technology

         We have developed a proprietary  wireless  services  platform,  Go.Web,
that we believe is a competitive  advantage  because it enables our customers to
securely access most types of Web-based data from many leading wireless devices.
Go.Web  also  allows  qualified   developers  to  introduce  standard  Web-based
applications for many wireless  devices and networks.  As a result of our Go.Web
development efforts, our engineering staff has acquired substantial wireless and
Web formatting  expertise,  which enables us to develop solutions quickly as new
wireless devices are introduced.  In addition, the Go.Web compression technology
and  enhanced  wireless  transport  protocol  included in our  software  provide
bandwidth  efficiency  and  maximize  data  transmission  speeds.  We also  have
employed  industry  standard SSL, or secure  sockets  layer,  and use Certicom's
cryptography within the Go.Web infrastructure.

         Go.Web  is based on a  client  and  server  architecture  that  enables
wireless access to desktop and Web-based content such as business  applications,
intranets, the Internet and email. The Go.Web server, which can either be hosted
in our own network operations center or installed on a customer's premise, takes
Web-based  content,  such as WML,  HDML and HTML,  and  reformats,  encrypts and
compresses it so that it can be transmitted over wireless networks and displayed
on a variety of  wireless  devices.  The Go.Web  client,  also called a browser,
receives the information and renders it in a usable format on the device itself.

         The Go.Web Client (Browser).  The Go.Web client is easily customized to
support the operating  platforms of most major wireless computing devices.  With
the newest 6.5  version of Go.Web,  we now offer  standardized  features  to all
supported device types:

o        Java - Go.Web is now  available  for Java,  which  opens up a whole new
         class and channel of devices for our award winning Go.Web client.

o        Multi Language  support - Go.Web provides a single  interface for users
         to access more Web sites, with support of WML, HDML and HTML.

o        Mobile Clip  Technology - Mobile Clips allow for local content  storage
         on the  mobile  device.  Whether  in or out of  coverage, Mobile  Clips
         provide form and document access. Combined with WAP Push technology and
         the Go.Web Queue Manager  feature,  this provides a solid  platform for
         wireless data access and retrieval.

o        Push  Alerts  - The  Go.Web  client  is able to  receive  WAP  Push 1.2
         compliant  alerts.  With this  feature,  developers  are able to set up
         applications  that send alerts to users  informing  them of a change in
         schedule,  a new appointment or detailed customer contact  information.
         In  addition,  Mobile Clips can be  dynamically  pushed to the wireless
         device.

o        Go.Web  Queue  Manager  - The  Go.Web  Queue  Manager  feature  enables
         applications to be used even when the users find themselves  outside of
         a coverage area. Queue Manager will queue HTTP requests and submit them
         when the user is back in coverage.


                                       11
<PAGE>

o        Desktop  Sync - Users  who are out of  wireless  coverage  can now sync
         their Queue  Manager  data through  their  desktop  cradle  connection,
         eliminating the need to always be in wireless coverage.


         The  Go.Web  Enterprise  Server.  With the  Go.Web  Enterprise  Server,
corporations  can deploy the same wireless  technology and service as our Go.Web
Client with an increased level of security, control and flexibility.  The Go.Web
Enterprise  Server is deployed behind the corporate  firewall and all encryption
and decryption of data occurs exclusively  on-site at the enterprise.  Data then
remains fully encrypted as it travels between the wireless device and enterprise
applications over the wireless networks and public Internet.

Licensed Software Technology

         Cingular Interactive.  The Cingular Interactive Paging Service, or IPS,
is based on  server  software  that we have  licensed.  We are one of a  limited
number of companies  that have  deployed an IPS gateway.  This service  provides
two-way messaging on devices such as the RIM interactive devices.

        InfoClarus. The InfoClarus ActiveNet technology is a client- and server-
based software solution that we have licensed.  The various  ActiveNet  products
provide file and  document  control  features via mobile  devices such as RIM or
Pocket PC.

Customer Service, Billing and Fulfillment

         We  provide   corporate  or   individual   customer   billing  for  all
subscription fees,  devices and modems, and other fees,  primarily through Wynd.
Resellers such as EarthLink provide the majority of customer support and billing
for our  services.  This  structure  enables us to provide  our  customers  with
best-in-class  support while minimizing our own costs of operations.  Within our
Wynd  subsidiary,  we do  provide  most of the  support  and  billing  functions
ourselves  due to the specific  needs and nature of Wynd's  customer  base.  The
additional  costs of providing these functions within Wynd are largely offset by
the higher gross margins generated by our WyndTell services.

         Our customer service program provides our customers with the ability to
receive support via a toll free telephone number, the Web, or email. Through our
goamerica.net  Web site,  subscribers  can access  answers to  Frequently  Asked
Questions and information about our services 24 hours a day, seven days a week.

         For  product  fulfillment  within our Wynd  subsidiary,  we maintain an
inventory of mobile  devices  which we buy from  third-party  manufacturers  and
resellers.  We also  continue to maintain a limited  inventory of devices at our
headquarters to support  specific  product  fulfillment  orders for our business
customers.  As part of our alliance  with  EarthLink,  EarthLink has assumed the
majority of product  fulfillment  functions for our business solutions and, with
the  exclusion  of our Wynd  subsidiary,  we do not  anticipate  maintaining  an
inventory of devices or providing  any  fulfillment  services  beyond the second
quarter of 2003.

                                       12
<PAGE>

         As of April 1, 2003, we had 23 customer  service and technical  support
representatives  who handle  inquiries  about our services,  device features and
wireless communications.

COMPETITION

         The market for our  wireless  data and  Internet  services  is becoming
increasingly  competitive.  The widespread adoption of industry standards in the
wireless data  communications  market may make it easier for new market entrants
and existing  competitors  to introduce  services that compete  against ours. We
developed our solutions using standard industry  development  tools. Many of our
agreements with wireless  carriers,  wireless handheld device  manufacturers and
data providers are non-exclusive.  Our competitors may use the same products and
services in competition with us. With time and capital, it would be possible for
competitors to replicate our services.  We expect that we will compete primarily
on the basis of the functionality, breadth, quality and price of our services.

         Many of our  existing  and  potential  competitors  have  substantially
greater financial,  technical,  marketing and distribution resources than we do.
Additionally,  many of these  companies have greater name  recognition  and more
established  relationships  with  our  target  customers.   Furthermore,   these
competitors  may be able to adopt more  aggressive  pricing  policies  and offer
customers more attractive  terms than we can. In the event such companies decide
to compete directly with us, such relationships will likely be terminated, which
may have a material  adverse  effect on our business and reduce our market share
or force us to lower prices to unprofitable levels.

RESEARCH AND DEVELOPMENT

         Most of our product and service offerings are developed internally.  We
also  purchase and license  technology.  We continue to enhance the features and
performance  of  our  existing  products  and  services.  In  addition,  we  are
continuing  to develop  new  products  to meet our  customers'  expectations  of
ongoing innovation and enhancement within our suite of products.

         Our ability to meet our customers'  expectations depends on a number of
factors, including our ability to identify and respond to emerging technological
trends in our target markets, develop and maintain competitive products, enhance
our existing  products by adding features and functionality  that  differentiate
them  from  those  of  our  competitors and bring products to market on a timely
basis  and  at  competitive prices. Consequently, we have made, and we intend to
continue  to  make,  investments  in  research  and  development.

INTELLECTUAL PROPERTY RIGHTS

         We have not yet obtained  patents on our technology that would preclude
or inhibit  competitors from using our technology.  In February 2001, we filed a
patent application on certain aspects of our Go.Web technology.  The application
is presently  pending in the United States  Patent and Trademark  Office and has
been filed internationally under the Patent Cooperation Treaty and in Argentina,
Venezuela,  Chile, Taiwan and Thailand. We also acquired two patent applications
from  Hotpaper  relating  to  document  generation  over  the  Internet.  These
applications are presently pending before the United States Patent and Trademark
Office  and  have been filed internationally under the Patent Cooperation Treaty
and  in Argentina, Venezuela, Chile, Taiwan and Thailand. We acquired in 2001, a


                                       13
<PAGE>

perpetual,  royalty-free,  worldwide license under two patents owned by Geoworks
Corporation relating to wireless products and services. We rely on a combination
of patent,  copyright,  trademark,  service  mark,  trade  secret  laws,  unfair
competition  law and  contractual  restrictions to establish and protect certain
proprietary rights in our technology and intellectual  property. We have applied
for  registration  of our GoAmerica  names and marks in the United States Patent
and Trademark Office and in trademark  offices in  jurisdictions  throughout the
world, including but not limited to, U.S. federal trademark applications for the
marks "GoAmerica",  "Go.Web" and  "Law-on-the-Go";  however,  we do not have any
U.S. federal trademark registrations for these trademarks. The steps taken by us
to  protect  our  intellectual  property  may not prove  sufficient  to  prevent
misappropriation   of  our  technology  or  to  deter  independent   third-party
development of similar  technologies.  In addition,  the laws of certain foreign
countries may not protect our  technologies or  intellectual  property rights to
the same  extent as do the laws of the  United  States.  We also rely on certain
technologies that we license from third parties.  These  third-party  technology
licenses  may not  continue to be  available  to us on  commercially  attractive
terms. The loss of the ability to use such technology could require us to obtain
the rights to use substitute technology,  which could be more expensive or offer
lower quality or  performance,  and therefore have a material  adverse effect on
our business,  financial condition or results of operations. Third parties could
claim infringement by us with respect to current or future technology. We expect
that  we  and  other participants in our markets will be increasingly subject to
infringement  claims  as  the number of services and competitors in our industry
segment  grows.  Any  such  claim,  whether  meritorious  or  not, could be time
consuming,  result  in  costly  litigation,  cause  service  or  installation
interruptions  or require us to enter into royalty or licensing agreements. Such
royalty or licensing agreements might not be available on terms acceptable to us
or at all. As a result, any such claim could have a material adverse effect upon
our  business, financial condition or results of operations. In January 2000, we
received  an  offer from NTP Incorporated to enter into negotiations to obtain a
license  under one or more of NTP's patent properties relating to wireless email
systems.  We  have  reviewed  NTP's  patents  and  do not believe that GoAmerica
requires  a  license under those patents. NTP has not pursued its license offer.

GOVERNMENT REGULATION

         We are  not  currently  subject  to  direct  federal,  state  or  local
government   regulation,   other  than  regulations  that  apply  to  businesses
generally. The wireless network carriers we contract with to provide airtime are
subject to regulation by the Federal Communications  Commission.  Changes in FCC
regulations  could affect the  availability of wireless  coverage these carriers
are  willing  or able to sell to us.  We could  also be  adversely  affected  by
developments  in  regulations  that  govern  or  may in the  future  govern  the
Internet,  the  allocation  of radio  frequencies  or the  placement of cellular
towers.  Also,  changes in these  regulations  could create  uncertainty  in the
marketplace  that could  reduce  demand for our services or increase the cost of
doing business as a result of costs of litigation or increased  service delivery
cost or could  in some  other  manner  have a  material  adverse  effect  on our
business, financial condition or results of operations.

         We  currently  do not collect  sales or other taxes with respect to the
sale of services or products in states and countries where we believe we are not
required to do so. We do collect sales and other taxes in the states in which we
have  offices and are required by law to do so. One or more  jurisdictions  have
sought to impose  sales or other tax  obligations  on  companies  that engage in


                                       14
<PAGE>

online commerce  within their  jurisdictions.  A successful  assertion by one or
more  jurisdictions  that we should collect sales or other taxes on our products
and services, or remit payment of sales or other taxes for prior periods,  could
have a material adverse effect on our business,  financial  condition or results
of operations.

         Any  new  legislation  or  regulation,  or the  application  of laws or
regulations  from  jurisdictions  whose  laws  do  not  currently  apply  to our
business, could have an adverse effect on our business.

EMPLOYEES

         As of April 1, 2003, we had a total of 102 full-time employees. None of
our employees are covered by a collective bargaining agreement.  We believe that
our relations with our employees are good.








                                       15
<PAGE>


ITEM 2.  PROPERTIES.

         We  own  no  real  property.  Our  principal  offices  are  located  in
Hackensack,  New Jersey.  The premises located at 433 Hackensack Avenue consists
of approximately  22,458 square feet and the related lease expires on August 31,
2010. The premises  located at 401 Hackensack  Avenue consists of  approximately
15,917 square feet, of which 10,712 square feet is subleased, effective April 1,
2003,  at a lower rate than we are  currently  obligated  to pay and the related
lease expires on May 14, 2007. In addition to the network operating  facility at
our Hackensack  office,  we operate a network  operating center in New York City
pursuant to a Facilities  Maintenance Agreement with Data General, a division of
EMC Corporation,  which operate a network operating center in New York City. The
initial term of the Facilities  Maintenance  Agreement  shall run until February
29, 2004. The New York facility,  consisting of approximately 7,000 square feet,
located at 55 Broad Street, is our primary network operating center. The offices
of Wynd are located in San Luis Obispo,  California and consist of approximately
7,391  square feet.  Our lease on the Wynd offices  expires on January 31, 2004.
The offices of OutBack are located in San Luis Obispo, California and consist of
approximately  4,018 square feet pursuant to a lease  expiring on July 31, 2004.
The offices of Hotpaper are located in San Francisco, California,  consisting of
approximately  1,781 square feet,  the lease for which space  expires on May 31,
2003 and will not be extended. The Hotpaper operations will be combined with the
Wynd offices. We believe that our current facilities are adequate to support our
existing  operations  subject to any credit or  liquidity  matters  discussed in
"Risk Factors".

ITEM 3.  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.



                                       16
<PAGE>

         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.


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

         Not applicable.










                                       17
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDER
         MATTERS.

MARKET FOR OUR COMMON STOCK

         Since our initial  public  offering in April 2000, our common stock has
traded on the Nasdaq  National  Market until  August 28 2002,  at which time our
listing moved to the Nasdaq Small Cap Market,  where it continues to trade under
the symbol "GOAM."

         The last  reported  price for our common  stock on the Nasdaq  SmallCap
Market on March 26, 2003 was $0.23.  The following table sets forth the high and
low sales prices for our common stock for the quarters  indicated as reported on
the Nasdaq National Market and Nasdaq SmallCap Market.

            QUARTER ENDED               HIGH            LOW
-------------------------------------------------------------------
March 31, 2001...............           $7.25          $1.66
June 30, 2001................           $4.50          $1.69
September 30, 2001...........           $2.15          $0.80
December 31, 2001............           $3.05          $0.66
March 31, 2002...............           $2.60          $1.05
June 30, 2002................           $1.39          $0.25
September 30, 2002...........           $0.59          $0.15
December 31, 2002............           $0.73          $0.20
------------

         As of March 26, 2003,  the  approximate  number of holders of record of
our common stock was 277 and the approximate number of beneficial holders of our
common stock was 17,975.

         The market price of our common stock has  fluctuated  since the date of
our initial public offering and is likely to fluctuate in the future. Changes in
the market price of our common stock and other securities may result from, among
other things:

     o    Quarter-to quarter variations in operating results
     o    Operating results being less than analysts' estimates
     o    Changes in analysts' earnings estimates
     o    Announcements  of new  technologies,  products and services or pricing
          policies by us or our competitors
     o    Announcements  of acquisitions or strategic  partnerships by us or our
          competitors
     o    Developments in existing customer or strategic relationships
     o    Actual or perceived changes in our business strategy
     o    Developments in pending litigation and claims
     o    Sales of large amounts of our common stock
     o    Changes in market  conditions  in  wireless  technology  and  wireless
          telecommunication
     o    Changes in general economic conditions
     o    Fluctuations in securities markets in general.


                                       18
<PAGE>

         Our common stock is currently not in compliance with Nasdaq Marketplace
Rule  4450(a)(5)  which  requires that a listed  company  maintain a minimum bid
price of $1.00 per share.  Nasdaq has granted the Company a grace period,  until
May 27, 2003, to regain  compliance  with this  requirement.  In order to regain
compliance with this  Marketplace  Rule and remain listed on the Nasdaq SmallCap
Market,  GoAmerica's  share price must close at a minimum of $1.00 per share for
10  consecutive  trading  days prior to the end of the grace  period.  If we are
unable to comply with this  requirement by May 27, 2003, then the Company may be
eligible for an additional 90-day grace period,  until August 25, 2003, provided
that the Company  meets the initial  listing  criteria for the  SmallCap  Market
under  Marketplace  Rule  4310(c)(2)(A).  At this point in time,  we meet all of
these  criteria.  Nasdaq  has  announced  that it  intends  to  propose  further
extensions of grace periods for  companies  that fail to meet this  requirement;
however  we  cannot  assure  you at  this  time  that  these  proposals  will be
implemented  prior  to  August  25th,  2003,  or  at  all,  or  that  they  will
beneficially impact us.

         If we do not regain  compliance  by the end of our final grace  period,
the Nasdaq Staff may provide us with a written determination that our securities
will be delisted.  At that time,  we may appeal the Staff's  determination  to a
Listing  Qualifications panel. In that event, our shares would continue to trade
on the  SmallCap  Market  until the  Listing  Qualifications  panel ruled on our
appeal.

         If our common  stock is delisted by Nasdaq,  our common  stock would be
eligible  to  trade  on  the  OTC  Bulletin  Board maintained by Nasdaq, another
over-the-counter  quotation system, or on the pink sheets, where an investor may
find it more difficult to dispose of our shares or obtain accurate quotations as
to  the  market value of our common stock. In addition, we would be subject to a
rule  promulgated  by the Commission that, if we fail to meet criteria set forth
in  such  rule, imposes various practice requirements on broker-dealers who sell
securities  governed by the rule to persons other than established customers and
accredited  investors.  Consequently,  such  rule  may deter broker-dealers from
recommending or selling our common stock, which may further affect the liquidity
of  our  common  stock.

         Delisting from Nasdaq will make trading our common stock more difficult
for investors,  potentially  leading to further  declines in our share price. It
would also make it more difficult for us to raise additional  capital.  Further,
if we are  delisted  we could also incur  additional  costs under state blue sky
laws in connection with any sales of our securities.



                                       19
<PAGE>

RELATED STOCKHOLDER MATTERS

         We have never  declared or paid any cash dividends on our common stock.
We intend to retain earnings, if any, to fund future growth and the operation of
our business.

USE OF PROCEEDS

         On April 6, 2000, the Commission  declared  effective our  Registration
Statement on Form S-1 (No. 333-94801) as filed with the Commission in connection
with our initial  public  offering of common  stock,  which was managed by Bear,
Stearns & Co., Inc.,  Chase H&Q, U.S.  Bancorp Piper Jaffray,  Wit SoundView and
DLJdirect,  now Harrisdirect.  Pursuant to such Registration Statement, on April
12, 2000 we  consummated  the issuance  and sale of an  aggregate of  10,000,000
shares  of our  common  stock,  for a gross  aggregate  offering  price  of $160
million.  We incurred  underwriting  discounts and commissions of  approximately
$11.2 million.  In connection with such offering,  we incurred total expenses of
approximately $2.6 million. As of December 31, 2002,  approximately $5.0 million
of the $146.2 million in net proceeds  received by us upon  consummation of such
offering,   pending   specific   application,   were  invested  in   short-term,
investment-grade,  interest-bearing instruments. The remaining $141.2 million of
the net proceeds have been specifically applied as follows: (i) $5.1 million for
the acquisition of other businesses,  (ii) $36.7 million for sales and marketing
expenses, (iii) $10.9 million for the purchase of capital assets, and (iv) $88.5
million for working capital needs.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA.

         The selected  consolidated  financial data set forth below with respect
to our statement of operations  data for the years ended December 31, 2002, 2001
and 2000,  and with respect to the  consolidated  balance sheet data at December
31, 2002 and 2001 are derived from and are qualified by reference to our audited
consolidated  financial  statements and related notes thereto found at "Item 15.
Exhibits,   Financial  Statement  Schedules,  and  Reports  on  Form  8-K".  Our
consolidated  statement of operations data for the years ended December 31, 1999
and 1998 and  consolidated  balance sheet data as of December 31, 2000, 1999 and
1998 are derived from audited consolidated  financial statements not included in
this Annual Report on Form 10-K.  The selected  consolidated  financial data set
forth below should be read in conjunction with, and is qualified in its entirety
by, our audited  consolidated  financial  statements  and related  notes thereto
found at "Item 15. Exhibits,  Financial Statement Schedules, and Reports on Form
8-K" and "Item 7.  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations",  which are included  elsewhere in this Annual Report
on Form 10-K.


                                       20
<PAGE>

<TABLE>
<CAPTION>

                                                                   YEARS ENDED DECEMBER 31,
                                          ----------------------------------------------------------------------------
                                                           (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
                                               2002           2001           2000            1999           1998
                                           ----------      ----------     ----------     ----------      ----------
<S>                                           <C>             <C>            <C>              <C>           <C>

CONSOLIDATED STATEMENT OF OPERATIONS
   DATA:
   Revenues:
     Subscriber.......................     $   29,017      $   28,308     $    8,535     $    1,104      $      360
     Equipment........................          6,560          10,088          5,097          1,420             449
     Other............................            335             618            242            207              18
                                           ----------      ----------     ----------     ----------      ----------
   Total revenue......................         35,912          39,014         13,874          2,731             827
                                           ----------      ----------     ----------     ----------      ----------
   Costs and expenses:
     Cost of subscriber revenue.......         20,434          22,578          7,194          4,051             304
     Cost of equipment revenue........          8,537          20,665          6,090          1,648             532
     Cost of network operations.......          3,074           3,264            623            375              --
     Sales and marketing..............          8,038          24,700         35,807          3,283             909
     General and administrative.......         29,082          40,685         26,853          3,970           1,549
     Research and development.........          3,456           4,174            762            465              --
     Depreciation and amortization of
        fixed assets..................          4,342           2,987            994            275             124
     Amortization of goodwill and other
        intangibles...................          1,483          18,398          7,247             --              --
     Impairment of goodwill...........          8,400          12,991             --             --              --
     Impairment of other intangible
        assets........................             --          12,423             --             --              --
     Impairment of other long-lived
        assets........................          5,582              97             --             --              --
     Settlement costs.................             --              --             --            297              --
                                           ----------      ----------     ----------     ----------      ----------
   Total costs and expenses...........         92,428         162,962         85,570         14,364           3,418
                                           ----------      ----------     ----------     ----------      ----------
   Loss from operations...............        (56,516)       (123,948)       (71,696)       (11,633)         (2,591)
   Interest income, net...............            191           3,099          6,944            165              14
                                           ----------      ----------     ----------     ----------      ----------
   Net loss before benefit from income
     taxes............................        (56,325)       (120,849)       (64,752)       (11,468)         (2,577)
   Income tax benefit.................            436             578             --             --              --
                                           ----------      ----------     ----------     ----------      ----------
   Net loss...........................        (55,889)       (120,271)       (64,752)       (11,468)         (2,577)
   Beneficial conversion feature and
     accretion of redemption value of
     mandatorily redeemable convertible
     preferred stock..................             --              --        (30,547)       (10,463)             --
                                           ----------      ----------     ----------     ----------      ----------
   Net loss applicable to common
     stockholders.....................     $  (55,889)     $ (120,271)    $  (95,299)    $  (21,931)     $   (2,577)
                                           ==========      ==========     ==========     ==========      ==========
   Basic net loss per share applicable
     to common stockholders...........     $    (1.04)     $    (2.27)    $    (2.19)    $    (1.02)     $    (0.14)
                                           ===========     ===========    ===========    ===========     ===========
   Diluted net loss per share
     applicable to common stockholders     $    (1.04)     $    (2.25)    $    (2.18)    $    (1.00)     $    (0.14)
                                           ==========      ==========     ==========     ==========      ==========
   Weighted average shares used in
     computation of basic net loss per
     share applicable to common
     stockholders.....................         53,846          53,027         43,426         21,590          18,391
   Weighted average shares used in
     computation of diluted net loss
     per share applicable to common
     stockholders.....................         53,869          53,354         43,678         22,025          18,826


</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>

                                                                      AS OF DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                                                        (IN THOUSANDS)
                                              2002            2001            2000           1999            1998
                                         --------------- --------------- --------------- -------------- ---------------
<S>                                             <C>            <C>            <C>              <C>            <C>

BALANCE SHEET DATA:
Cash and cash equivalents...........          $4,982         $34,977        $114,411         $6,344         $1,961
Working capital (deficit)...........         (1,037)          33,292         113,530          2,426          1,476
Total assets........................          26,765          87,785         207,746          9,757          3,010
Series A redeemable convertible
   preferred stock..................              --              --              --         20,755             --
Series B redeemable convertible
   preferred stock..................              --              --              --             --             --
Total stockholders' equity (deficit)          13,017          66,413         181,530        (16,659)         2,225

</TABLE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

         You should read the following discussion of our financial condition and
results of operations in conjunction with the consolidated  financial statements
and the notes thereto included elsewhere in this Annual Report on Form 10-K. The
results shown in this Annual Report of Form 10-K are not necessarily  indicative
of the results we will achieve in any future periods.

OVERVIEW

         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 also
expect to continue to incur sales and marketing and administrative  expenses. We
have  incurred  operating  losses since our  inception and expect to continue to
incur operating losses for at least the next several  quarters.  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.  As a result of our  strategic
alliance with EarthLink,  we anticipate  overall revenue to decline;  however we
expect that our gross  margins as a percentage of revenue will increase and that
selling,  marketing and administrative  expenses will continue to decline.  Upon
transition of certain  subscribers to EarthLink,  we expect to generate revenues
from three  primary  sources,  (i)  recurring  service  revenue;  (ii)  software
revenue; and (iii) activation bounties. Additionally, we expect to substantially
reduce our costs of subscriber  airtime and  operating  costs as a result of our
strategic alliance with EarthLink.

         Our  subscriber  revenue  primarily  consists of monthly  service fees,
which we recognize as revenue when the services are provided to the  subscriber.
Subscriber  revenue  accounted for approximately  80.8%,  72.6% and 61.5% of our


                                       22
<PAGE>

total revenue during 2002, 2001 and 2000, respectively. Historically, we offered
a variety of mobile data service plans.  Our  Go.Unlimited  Plan,  which was our
most utilized  plan,  provided  unlimited  data usage on any mobile device for a
fixed  monthly  fee,  which  currently  ranges  from $39.95 to $59.95 for retail
subscribers.  As a result of our strategic  alliance with EarthLink,  subscriber
revenue will decrease in 2003 as compared to 2002. The decrease will be directly
attributable to the sale of our full service  subscribers to EarthLink.  We will
continue  to derive  recurring  subscriber  revenue  from the sale of our Go.Web
software.  Since we disposed of the full service portion of our subscribers,  we
anticipate  that our gross margin as a  percentage  of  subscriber  revenue will
increase  during 2003 as compared to 2002. We also  typically  sell  third-party
mobile  devices in  conjunction  with a service  agreement to a new  subscriber.
Equipment  revenue  accounted for  approximately  18.3%,  25.9% and 36.7% of our
total revenue during 2002, 2001 and 2000,  respectively.  We recognize equipment
revenue at the time of the shipment of the mobile device to a subscriber. During
2002,  approximately 49% of our subscribers purchased a mobile device upon their
initial subscription. Over time, we expect that such percentage will decrease as
mobile devices for data transmission become more prevalent.

         In addition to our subscriber and equipment  revenue,  we  historically
have generated other revenue which consists of consulting  services  relating to
the  development  and  implementation  of  wireless  data  systems  for  certain
corporate  customers.  As a result of our strategic alliance with EarthLink,  we
anticipate that our professional  service revenues will increase as a percentage
of our total  revenues  during  2003 from prior year  levels.  Additionally,  we
anticipate during 2003 that we will increase the amount of non-recurring  bounty
revenues we receive from  EarthLink  and other  wireless  providers  for selling
their wireless services and other product offerings.

         Our sales and marketing  expenses consist primarily of compensation and
related costs for marketing  personnel,  advertising and promotions,  travel and
entertainment and other related costs. We expect sales and marketing expenses to
increase as a percentage of sales as our revenues  will decrease  during 2003 as
compared  to  2002  as a  result  of  our  strategic  alliance  with  EarthLink.
Additionally,  we anticipate that we will continue to reduce sales and marketing
costs  during  2003 as set forth in our 2003  operating  plan.  Our  general and
administrative  expenses consist primarily of compensation and related costs for
general  corporate and business  development,  along with rent and other related
costs. We expect general and administrative expenses to increase as a percentage
of our annual revenues  primarily due to our strategic  alliance with EarthLink.
We  anticipate  general and  administrative  expenses  will continue to decrease
during  2003  as  we  implement  our  2003  operating  plan.  Our  research  and
development  expenses  consist  primarily of compensation  and related costs and
professional  service  fees.  Depreciation  and  amortization  expenses  consist
primarily of  depreciation  expenses  arising from  equipment  purchased for our
network operations center and other property and equipment purchases.

         During  1999 and the first  quarter  of 2000,  we  granted  options  to
certain of our  employees at exercise  prices below the deemed fair market value
per share of our  common  stock.  Such  grants  resulted  in  non-cash  employee
compensation expenses based on the difference, on the date of grant, between the
fair market value and the exercise price of stock options  granted to employees.
The resulting deferred employee compensation is being amortized over the vesting
periods of the grants.  During 2002, we incurred an aggregate of $2.3 million in
non-cash  employee  compensation  as a result of stock option and warrant grants


                                       23
<PAGE>

during 1999 and the first quarter of 2000 which were granted at prices below the
fair  market  value of our  common  stock.  During  2003,  we expect to incur an
aggregate of $300,000 in non-cash employee  compensation  expense as a result of
the amortization of the remaining balance in deferred compensation.

         Net interest income  consists  primarily of interest earned on cash and
cash  equivalents.  We expect  interest  income to  decrease  as we  continue to
utilize funds during the course of our operations.

         During 2000,  we acquired  Wynd and Hotpaper as well as certain  assets
and liabilities of Flash for an aggregate purchase price of approximately  $65.7
million.  The  purchase  price of these  entities  included  the  issuance of an
aggregate  of  5,437,388  shares  of our  common  stock  and  cash  (net of cash
acquired) of  approximately  $7.7 million,  including merger related costs. As a
result of these  acquisitions,  we recorded  intangibles  including trade names,
developed  technology,  assembled  work  force and  customer  lists  aggregating
approximately  $22.5  million and  recognized  goodwill of  approximately  $44.8
million.

         During 2002,  we identified  indicators  of possible  impairment of our
long-lived  assets,  principally  goodwill and other acquired  intangible assets
recorded with regard to the  acquisitions of Wynd and Hotpaper.  Such indicators
included  the  continued  deterioration  in the  business  climate for  wireless
Internet  service  providers,  significant  declines in the market values of our
competitors in the wireless  Internet services  industry,  recent changes in our
2003 operating and cash flow  forecasts,  and changes in our strategic plans for
certain of our acquired  businesses.  We determined  that the carrying  value of
these long-lived assets exceeded their respective fair values,  thus requiring a
write-down  totaling  $8.4  million of  goodwill,  of which $4 million  and $4.4
million  is  associated  with  the  recorded  goodwill  of  Wynd  and  Hotpaper,
respectively.  Additionally,  as  a  result  of  significant  Company  initiated
reductions  in our  workforce,  we  identified  impairment  of other  long-lived
assets,  principally software and furniture and fixtures,  in the amount of $5.6
million.



                                       24
<PAGE>


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

         Management believes the following critical accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its  consolidated  financial  statements.  Historically,  we have
derived our revenue  primarily from the sale of basic and  value-added  wireless
data  services  and the  sale of  related  mobile  devices.  Subscriber  revenue
consists  primarily of monthly charges for access and usage and is recognized as
the services are  provided.  We also charge 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
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 and other  intangibles,  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 2002, we adopted Statement of Financial Accounting Standard No.
142,  "Goodwill and Other  Intangible  Assets," and have  completed the required
transitional, interim and annual impairment tests of goodwill, and have recorded
an adjustment to the carrying value of goodwill.


                                       25
<PAGE>

RESULTS OF OPERATIONS

         The  following  table  sets  forth for the  periods  indicated  certain
financial data as a percentage of revenue:
<TABLE>
<CAPTION>
                                                                    PERCENTAGE OF REVENUE
                                                                    ----------------------
                                                                         YEARS ENDED
                                                                         DECEMBER 31,
                                                           ----------------------------------------
                                                              2002            2001           2000
                                                              ----            ----           ----
<S>                                                           <C>              <C>            <C>
Revenue:
     Subscriber......................................          80.8%           72.6%           61.5%
     Equipment.......................................          18.3            25.9            36.8
     Other...........................................           0.9             1.6             1.7
                                                           --------        --------        --------
         Total revenue...............................         100.0           100.0           100.0
Costs and expenses:
     Cost of subscriber revenue......................          56.9            57.9            51.9
     Cost of equipment revenue.......................          23.8            53.0            43.9
     Cost of network operations......................           8.6             8.4             4.5
     Sales and marketing.............................          22.4            63.3           258.1
     General and administrative......................          81.0           104.3           193.5
     Research and development........................           9.6            10.7             5.5
     Depreciation and amortization of fixed assets...          12.1             7.7             7.2
      Amortization of goodwill and other intangibles.           4.1            47.2            52.2
      Impairment of goodwill.........................          23.4            33.3              --
      Impairment of other intangible assets..........           --             31.8              --
      Impairment of other long-lived assets..........          15.5             0.2              --
                                                           --------        --------        ---------
         Total costs and expenses....................         257.4           417.7           616.8
                                                           --------        --------        --------
         Loss from operations........................         157.4           317.7           516.8
Interest income......................................           0.5             7.9            50.1
Income tax benefit...................................           1.2             1.5              --
                                                           --------        --------        ---------
         Net loss....................................         155.7%          308.3%          466.7%
                                                           ========        ========        =========
</TABLE>


YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

         Subscriber  revenue.  Subscriber revenue increased to $29.0 million for
the year ended  December 31, 2002 from $28.3 million for the year ended December
31, 2001. The increase was primarily due to having a larger  average  subscriber
base in the year ended  December  31, 2002 than in the year ended  December  31,
2001. Our subscriber  base decreased to 91,384  subscribers at December 31, 2002
from  140,927  subscribers  at December  31, 2001 as a result of 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. We expect the number
of our subscribers will increase (from levels at December 31, 2002) primarily as
a result of our  continued  leveraging  of  strategic  agreements.  Our  average
monthly  revenue  per user,  or ARPU,  decreased  to $23.53  for the year  ended

                                       26
<PAGE>

December 31, 2002 from $25.02 for the year ended  December 31, 2001. The decline
in ARPU was due to an increase in the number of new subscribers from the sale of
our Go.Web value added services,  which generally have a lower monthly ARPU than
our full-service offerings. During 2001, we began charging our subscribers a per
kilobyte  fee for  roaming,  which  occurs  when a customer  uses their  service
outside of a designated  geographic  area.  Amounts  billed to  subscribers  for
roaming that have been recognized as revenue have been insignificant to date.

         Equipment revenue.  Equipment revenue decreased to $6.6 million for the
year ended  December 31, 2002 from $10.1 million for the year ended December 31,
2001.  This decrease was primarily due to a decrease in the number of the mobile
devices sold during the year ended  December 31, 2002 compared to the year ended
December 31, 2001. As a result of our  strategic  alliance  with  EarthLink,  we
anticipate that equipment revenue will further decline.

         Other revenue.  Other revenue  decreased to $335,000 for the year ended
December  31,  2002  from  $618,000  for  the year ended December 31, 2001. This
decrease  was  primarily  due  to  our decision not to pursue certain consulting
projects  and  consulting  services  to third parties during 2002. We anticipate
that  consulting  services  will  increase  as  a result of 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  revenue.  Cost of subscriber  revenue  decreased to
$20.4  million for the year ended  December 31, 2002 from $22.6  million for the
year ended  December 31, 2001.  This decrease was primarily due to a decrease in
roaming costs  incurred.  Roaming  costs  decreased to $2.5 million for the year
ended  December 31, 2002 from $6.5 million for the year ended December 31, 2001.
We  expect  roaming  costs  will be  eliminated  as a result of our sale of CDPD
subscribers  during  the  fourth  quarter  of 2002.  We  expect  the  number  of
subscribers  and related use of our services to decrease as a result of our sale
of CDPD  subscribers,  as well as a portion of our Cingular and Motient  network
subscribers during the fourth quarter 2002, which will result in decreased costs
of subscriber airtime.

         Cost of equipment revenue.  Cost of equipment revenue decreased to $8.5
million for the year ended  December  31,  2002 from $20.7  million for the year
ended December 31, 2001. This decrease primarily was due to decreased  inventory
related  charges of  approximately  $1.6 million for the year ended December 31,
2002 compared to $8.1 million for the year ended December 31, 2001, as well as a
decrease in the number of mobile devices sold during the year ended December 31,
2002 compared to the year ended December 31, 2001. The inventory related charges
primarily  relate to wireless modems  supporting  laptop and older PALM OS based
models for which sales were lower than expected and a charge for a lower of cost
to market  adjustment  related to other  equipment which remained  unsold.  As a
result of our strategic alliance with EarthLink,  we anticipate that the cost of
equipment revenue will further decline.

         Cost of  network  operations.  Cost  of  network  operations  decreased
slightly  to $3.1 million for the year ended December 31, 2002 from $3.3 million
for  the  year ended December 31, 2001. We expect our cost of network operations
will decline further if we are able to outsource this activity, as it relates to


                                       27
<PAGE>

our  Go.Web  value added services, to a third party provider as set forth in our
2003  operating  plan.

         Sales and  marketing.  Sales and marketing  expenses  decreased to $8.0
million for the year ended  December  31,  2002 from $24.7  million for the year
ended  December  31,  2001.  This  decrease   primarily  was  due  to  decreased
advertising  activities of $10.2  million  including  advertising  costs paid to
third  parties of  approximately  $4.0  million and a decrease  in salaries  and
benefits  for   personnel   performing   sales  and   marketing   activities  of
approximately  $1.6 million.  We expect sales and marketing  expenses to decline
further as we continue to leverage our distribution relationships to further our
sales and marketing  initiatives,  as well as reducing costs as set forth in our
2003 operating plan.

         General  and  administrative.   General  and  administrative   expenses
decreased  to $29.1  million  for the year ended  December  31,  2002 from $40.7
million for the year ended December 31, 2001. This decrease primarily was due to
decreased  professional fees for  infrastructure  buildout and general corporate
activities of approximately  $3.9 million,  decreased  salaries and benefits for
personnel  performing business  development and general corporate  activities of
approximately  $3.3  million,  and  a  decrease  in  our  bad  debt  expense  of
approximately  $1.0 million,  and decreased facility costs of approximately $1.5
million. We expect general and administrative  expenses to further decline as we
continue to reduce costs as set forth in our 2003 operating plan.

         Research and development. Research and development expense decreased to
$3.5 million for the year ended December 31, 2002 from $4.2 million for the year
ended December 31, 2001. This decrease  primarily was due to decreased  salaries
and benefits for personnel  performing research and development  activities.  We
expect  research and  development  expenses to continue to decline as we utilize
internal  resources to develop and maintain  our Go.Web  technology  rather than
using outside consultants.

         Amortization  of  goodwill  and  other  intangibles.   Amortization  of
goodwill and other intangibles decreased for the year ended December 31, 2002 to
$1.5  million  from $18.4  million  for the year ended  December  31,  2001 This
decrease primarily was due to the adoption of Statement of Financial  Accounting
Standard No. 142,  "Goodwill  and Other  Intangible  Assets" on January 1, 2002,
which no longer requires goodwill and certain intangible assets to be amortized,
but instead tested for impairment at least annually.  In addition,  the decrease
reflects the impact of reduced  amortization of Other Intangibles as a result of
the impairment charge recorded during the fourth quarter of 2001.

         Impairment of goodwill and other  long-lived  assets.  During the third
quarter of 2002 and fourth quarter of 2001, we identified indicators of possible
impairment of our  long-lived  assets,  principally  goodwill and other acquired
intangible  assets recorded upon the  acquisitions of Wynd,  Hotpaper and Flash.
Such indicators included the continued deterioration in the business climate for
wireless Internet service providers,  significant  declines in the market values
of our competitors in the wireless Internet services industry, recent changes in
our 2003 operating and cash flow  forecasts,  and changes in our strategic plans
for certain of our  acquired  businesses.  With the  assistance  of  independent
valuation  experts,  we performed asset impairment tests and determined the fair
value of the impaired  long-lived assets for the respective  acquired  entities.
Fair value was determined  primarily  using the discounted  cash flow method.  A


                                       28
<PAGE>

write-down  of goodwill and  intangible  assets  totaling $8.4 and $25.4 million
were  recorded  during the third  quarter  of 2002 and  fourth  quarter of 2001,
respectively,  reflecting the amount by which the carrying  amount of the assets
exceed their  respective fair values.  The write-down  consisted of $8.4 million
and $13.0  million  for  goodwill  during  the third  quarter of 2002 and fourth
quarter of 2001,  respectively,  and $12.4 million for other acquired intangible
assets  during  the fourth  quarter of 2001.  In  addition,  impairment  charges
related to property  and  equipment  totaling  $5.6  million  and  $97,000  were
recorded during 2002 and 2001,  respectively in accordance with the Statement of
Financial  Accounting Standard No. 144, "Accounting for Impairment of Long Lived
Assets" and Statement of Financial  Accounting Standard No. 121,  "Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of".

         Interest  income,  net.  Interest income  decreased to $191,000 for the
year ended  December 31, 2002 from $3.1 million for the year ended  December 31,
2001. This decrease was primarily due to the use of cash to fund our losses from
operations.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

         Subscriber  revenue.  Subscriber revenue increased to $28.3 million for
the year ended  December 31, 2001 from $8.5 million for the year ended  December
31, 2000. The increase was primarily due to having a larger  average  subscriber
base in the year ended  December  31, 2001 than in the year ended  December  31,
2000. Our subscriber base increased to 140,927  subscribers at December 31, 2001
from 47,632 subscribers at December 31, 2000. A significant  portion of such new
subscribers were enterprise customers.  The sales cycle for enterprise customers
is longer than that for  individual  customers,  which resulted in a decrease to
our subscriber  revenue growth rate.  Our average  monthly  revenue per user, or
ARPU  decreased  to $25.02 for the year ended  December 31, 2001 from $26.59 for
the year ended  December 31, 2000. The decline in ARPU was due to an increase in
the number of new subscribers  from the sale of our Go.Web value added services,
which  generally  have a lower  monthly  ARPU than our  full-service  offerings.
During 2001, we began  charging our  subscribers a per kilobyte fee for roaming.
Amounts billed to subscribers  for roaming that have been  recognized as revenue
have been insignificant to date.

         Equipment revenue. Equipment revenue increased to $10.1 million for the
year ended  December 31, 2001 from $5.1 million for the year ended  December 31,
2000. This increase was primarily due to an increase in the number of the mobile
devices  sold to an  increased  number  of  subscribers  during  the year  ended
December 31, 2001 compared to the year ended December 31, 2000.

         Other revenue.  Other revenue  increased to $618,000 for the year ended
December  31, 2001 from  $242,000 for the year ended  December  31,  2000.  This
increase was primarily due to the November 2000 acquisition of Flash,  resulting
in additional revenues from consulting services.

         Cost of subscriber  revenue.  Cost of subscriber  revenue  increased to
$22.6  million for the year ended  December  31, 2001 from $7.2  million for the
year ended  December  31,  2000.  This  increase  was due to an  increase in our


                                       29
<PAGE>

subscriber  base and the related  increase in airtime  usage,  as well as higher
than  anticipated  roaming costs  incurred,  during the year ended  December 31,
2001, as compared to the year ended  December 31, 2000.  Roaming costs were $6.5
million for the year ended December 31, 2001.  These costs were partially offset
when we renegotiated certain contractual obligations resulting in a $1.9 million
one-time reduction of accruals for certain  subscriber-related costs recorded in
prior periods.

         Cost of equipment revenue. Cost of equipment revenue increased to $20.7
million  for the year ended  December  31,  2001 from $6.1  million for the year
ended December 31, 2000.  This increase  primarily was due to inventory  related
charges of  approximately  $8.1  million as well as an increase in the number of
mobile devices sold during the year ended December 31, 2001 compared to the year
ended  December 31, 2000.  The inventory  related  charges  primarily  relate to
wireless modems supporting laptop and older PALM OS based models for which sales
were lower than  expected and a charge for a lower of cost to market  adjustment
related to other equipment which remained unsold.

         Cost of network  operations.  Cost of network  operations  increased to
$3.3  million for the year ended  December  31, 2001 from  $623,000 for the year
ended  December 31, 2000.  This  increase was due to the opening of our Wireless
Internet Connectivity Center in New York City during the fourth quarter 2000.

         Sales and marketing.  Sales and marketing  expenses  decreased to $24.7
million for the year ended  December  31,  2001 from $35.8  million for the year
ended  December  31,  2000.  This  decrease   primarily  was  due  to  decreased
advertising  costs  paid  to  third  parties  of  approximately  $14.5  million,
partially  offset  by  an  increase  in  salaries  and  benefits  for  personnel
performing sales and marketing activities of approximately $3.1 million.

         General  and  administrative.   General  and  administrative   expenses
increased  to $40.7  million  for the year ended  December  31,  2001 from $26.9
million for the year ended December 31, 2000. This increase primarily was due to
increased salaries and benefits for personnel  performing  business  development
and general corporate activities of approximately $10.7 million, the outsourcing
of our customer and technical support centers of approximately $4.2 million,  an
increase  in our bad debt  expense  of  approximately  $3.8  million,  increased
facility costs of approximately  $1.5 million,  and  infrastructure  buildout of
approximately $2.7 million, which was incrementally increased as a result of the
acquisitions  of Hotpaper  and Flash and was  partially  offset by a decrease of
approximately $9.1 million in stock-based compensation.

         Research and development. Research and development expense increased to
$4.2  million for the year ended  December  31, 2001 from  $762,000 for the year
ended  December  31, 2000.  This  increase was  primarily  due to our  continued
development and enhancement of our proprietary Go.Web technology.

         Amortization  of  goodwill  and  other  intangibles.   Amortization  of
goodwill and other intangibles increased for the year ended December 31, 2001 to
$18.4 million from $7.2 million for the year ended  December 31, 2000.  This was
primarily  attributable  to a full year of  amortization  of goodwill  and other
intangibles arising from the acquisitions of Wynd, Hotpaper and Flash.


                                       30
<PAGE>

         Impairment of long-lived assets.  During the fourth quarter of 2001, we
identified   indicators  of  possible   impairment  of  our  long-lived  assets,
principally  goodwill and other  acquired  intangible  assets  recorded upon the
acquisitions of Wynd, Hotpaper and Flash. Such indicators included the continued
deterioration in the business climate for wireless  Internet service  providers,
significant  declines in the market  values of our  competitors  in the wireless
Internet services  industry,  recent changes in our 2002 operating and cash flow
forecasts,  and  changes in our  strategic  plans for  certain  of our  acquired
businesses.  With the assistance of independent  valuation experts, we performed
asset impairment tests and determined the fair value of the impaired  long-lived
assets for the respective acquired entities. Fair value was determined primarily
using the discounted  cash flow method.  A write-down of goodwill and intangible
assets  totaling  $25.4 million was recorded  during the fourth quarter of 2001,
reflecting  the amount by which the carrying  amount of the assets  exceed their
respective fair values. The write-down  consisted of $13.0 million for goodwill,
$12.4 million for other acquired intangible assets. In addition, a write-down of
property and equipment  totaling  $97,000 was recorded during the fourth quarter
of 2001.

         Interest income, net. Interest income decreased to $3.1 million for the
year ended  December 31, 2001 from $6.9 million for the year ended  December 31,
2000. This decrease was primarily due to the use of cash to fund our losses from
operations and for infrastructure build out.

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.

         We have incurred  significant  operating losses since our inception and
as of December 31, 2002 have an accumulated  deficit of $256.2  million.  During
2002,  we incurred a net loss of $55.9 million and used $29.0 million of cash to
fund operating  activities.  As of December 31, 2002 we had $5.0 million in cash
and cash equivalents ($2.8 million at March 31, 2003),  exclusive of $950,000 in
restricted cash supporting  certain letters of credit.  In execution of our 2002
operating  plan, we took steps to reduce our annual payroll by more than 25% 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.  Upon complete  implementation of these
agreements,  we anticipate  generating revenues from three primary sources,  (i)
recurring service revenue;  (ii) software revenue; and (iii) activation bounties
as well as reducing 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. Additionally,
we are  actively  working to  renegotiate  our long term lease  obligations.  We
currently  anticipate  that our available  cash  resources will be sufficient to
fund our  operating  needs for at least the next 6 months.  In the event that we
are unable to  successfully  implement  our strategic  alliance with  EarthLink,
achieve  our 2003  operating  plan or we incur  unanticipated  expenses,  we may


                                       31
<PAGE>

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. In the event we need to
raise additional funds, we may not be able to do so on terms favorable to us, or
at all. In the event we cannot  successfully  execute our 2003 operating plan or
raise adequate funds on acceptable terms, we may not be able to continue to fund
our operations. As a result of these and related considerations, our independent
auditors  have  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  decided to retain an
outside  advisor  to assist us in  analyzing  various  steps that we may take to
enhance our liquidity.  Such steps may include the sale or other  disposition of
certain of our assets 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.

         Net cash used in operating activities was $29.0 million,  $68.5 million
and  $49.3  million  for the  years  ended  December  31,  2002,  2001 and 2000,
respectively. The principal use of cash in each of these periods was to fund our
losses from operations.

         Net cash used in investing  activities was $448,000,  $10.3 million and
$13.5  million  for  the  years  ended   December  31,  2002,   2001  and  2000,
respectively.  For the year ended  December 31, 2002, we used cash in investment
activities  for  purchases  of $451,000 of  property,  equipment  and  leasehold
improvements.  For the years ended  December 31, 2001 and 2000,  we used cash in
investment  activities  principally  for  purchases of property,  equipment  and
leasehold improvements and acquisitions, including Hotpaper and Flash. We expect
capital  expenditures  to decrease  since we have  substantially  completed  the
development and implementation of our e-commerce and billing systems.

         Net cash used in financing  activities  was $533,000 for the year ended
December 31, 2002.  Net cash used in financing  activities  was $649,000 for the
year ended  December 31, 2001.  Net cash  provided by financing  activities  was
$170.8  million  for the year  ended  December  31,  2000,  which was  primarily
attributable to proceeds from public and private equity offerings.

         As of  December  31,  2002,  our  principal  commitments  consisted  of
obligations  outstanding under operating leases. As of December 31, 2002, future
minimum payments for  non-cancelable  operating leases having terms in excess of
one year amounted to $10.2 million, of which $2.1 million is payable in 2003.


                                       32
<PAGE>


         The following table summarizes our contractual  obligations at December
31, 2002, and the effect such  obligations are expected to have on our liquidity
and cash flow in future periods.

<TABLE>
<CAPTION>
<S>                                                 <C>                  <C>              <C>           <C>             <C>

     December 31, (In thousands)                 Total             Less than 1       1-3 Years       4-5 Years       After 5 Years
                                                                      Year
Contractual Obligations:
    Capital Lease
       Obligations..................                    $ 390            $  348            $ 42           $   --            $   --
    Operating Lease
       Obligations..................                   10,245             2,085           3,088            2,501             2,571
                                          -------------------    --------------    ------------    -------------    --------------
    Total Contractual Cash                           $ 10,635           $ 2,433          $3,130           $2,501           $ 2,571
       Obligations..................
                                          ===================    ==============    ============    =============    ==============

Other Commercial Commitments:
    Standby Letter of Credit........                   $  950            $  354           $ 596            $  --            $   --
                                          -------------------    --------------    ------------    -------------    --------------
    Total Commercial                                   $  950            $  354           $ 596            $  --            $   --
       Commitments.................
                                          ===================    ==============    ============    =============    ==============
</TABLE>


         We have  entered  into  employment  agreements  with certain of our key
executives  which  provide for fixed  compensation  and  bonuses  based upon our
operating results. Our maximum aggregate cash liability under the agreements, if
we terminated  these employees,  is  approximately  $1.7 million at December 31,
2002.

         As of December 31, 2002, we had net  operating  loss  carryforwards  of
approximately  $178.5  million for Federal  income tax purposes that will expire
through 2020. The state tax benefit during 2002 of $436,000 is  attributable  to
our sale of  certain  state net  operating  loss  carryforwards.  For  financial
reporting  purposes,  a valuation  allowance  has been  recognized to offset the
deferred tax assets related to these  carryforwards.  Due to limitations imposed
by the Tax Reform Act of 1986,  and as a result of a  significant  change in our
ownership in 1999,  the  utilization of net operating  loss  carryforwards  that
arose prior to such ownership change is subject to an annual  limitation of $1.4
million.  In  addition,  we acquired  additional  operating  losses  through our
acquisitions  of Wynd and  Hotpaper.  We believe  that an  ownership  change has
occurred with respect to these entities. The effect of an ownership change would
be the  imposition  of an annual  limitation  on the use of net  operating  loss
carryforwards  attributable to periods before such change. We have not performed
a detailed analysis to determine the amount of the potential limitations.



                                       33
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS



         In June  2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets".  SFAS No. 142 addresses the  recognition and measurement of
goodwill and other intangible assets subsequent to their  acquisition.  SFAS No.
142 also addresses the initial  recognition and measurement of intangible assets
acquired outside of a business combination whether acquired individually or with
a group of other assets.  Goodwill and intangible assets previously  recorded in
our financial  statements  are affected by the  provisions of SFAS No. 142. This
statement  provides that intangible assets with finite useful lives be amortized
and that  intangible  assets with indefinite live and goodwill not be amortized,
but tested at least annually for impairment.  We adopted SFAS No. 142 on January
1, 2002, as a result of such, we recorded an impairment  charge of approximately
$8.4 million during the third quarter of 2002.

         On August 1,  2001,  the FASB  issued  SFAS No.  144,  "Accounting  For
Impairment of Long-Lived Assets".  We were required to adopt this  pronouncement
beginning January 1, 2002. SFAS No. 144 prescribes the accounting for long-lived
assets (excluding  goodwill) to be disposed of by sale. SFAS No. 144 retains the
requirement of SFAS No. 121 to measure  long-lived  asset classified as held for
sale at the lower of its  carrying  value or fair market  value less the cost to
sell.  Therefore,  discontinued  operations  are  no  longer  measured  on a net
realizable  basis, and future operating  results are no longer recognized before
they occur. The impact of adopting SFAS No. 144 was  approximately  $5.6 million
during 2002 as the result of identified impairments of property and equipment.

         In  June  2002, the 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. We do not anticipate a significant  impact on its
results of operations from adopting this Statement.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation--Transition  and  Disclosure,  an  amendment  of  FASB
Statement No. 123. This Statement amends FASB Statement No. 123,  Accounting for
Stock-Based  Compensation,  to provide  alternative  methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require  prominent  disclosures  to both annual and interim
financial statements.  Certain of the disclosure  modifications are required for
fiscal years ending after December 15, 2002 and are included in the notes to our
2002 consolidated financial statements.  The other provisions of SFAS No 148 are
not expected to be  applicable  us as we have not  expressed an intent to change
our accounting for stock-based compensation.


                                       34
<PAGE>


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         We believe that we have limited  exposure to  financial  market  risks,
including  changes in interest rates. At December 31, 2002, 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 $100,000 based on cash and cash equivalent balances
at December 31, 2002.  We currently  hold no derivative  instruments  and do not
earn foreign-source income.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The   financial   statements   and  the  notes  thereto  which  contain
supplementary  data required to be filed pursuant to this Item 8 are appended to
this  Annual  Report on Form  10-K.  A list of the  financial  statements  filed
herewith is found at "Item 15.  Exhibits,  Financial  Statement  Schedules,  and
Reports on Form 8-K".

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         As previously announced,  on December 20, 2002, our Board of Directors,
acting  upon the  recommendation  of our Audit  Committee,  decided to no longer
engage  Ernst & Young LLP  ("Ernst  & Young")  as our  independent  auditor  and
engaged WithumSmith + Brown P.C. ("WSB") to serve as our independent auditor for
the year 2002.

         Ernst & Young's reports on our  consolidated  financial  statements for
each of the years  ended  December  31,  2001,  2000 and 1999 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.

         During the years ended December 31, 2001, 2000 and 1999 and through the
date of our announcement of a change in accountants,  (the "Announcement Date"),
there  were no  disagreements  with  Ernst & Young on any  matter of  accounting
principle or practice,  financial  statement  disclosure,  or auditing  scope or
procedure  which,  if not resolved to Ernst & Young's  satisfaction,  would have
caused them to make  reference to the subject  matter in  connection  with their
report on our consolidated  financial  statements for such years; and there were
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

         During the years ended December 31, 2001, 2000 and 1999 and through the
Announcement  Date, we did not consult with WSB with respect to the  application
of  accounting  principles  to  a  specific  transaction,  either  completed  or
proposed,  or  the  type  of  audit  opinion  that  might  be  rendered  on  our
consolidated financial statements,  or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.


                                       35
<PAGE>

                                    PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

         We will provide  information  that is responsive to this Item 10 in our
definitive  proxy  statement or in an amendment to this Annual  Report not later
than 120 days after the end of the fiscal year covered by this Annual Report, in
either case under the caption  "Directors and Executive  Officers," and possibly
elsewhere  therein.  That  information  is  incorporated  in  this  Item  10  by
reference.

ITEM 11. EXECUTIVE COMPENSATION.

         We  will  provide  information  that  is  responsive  to  this  Item 11
regarding  compensation  paid to our executive  officers in our definitive proxy
statement or in an amendment to this Annual Report not later than 120 days after
the end of the fiscal year covered by this Annual  Report,  in either case under
the caption  "Executive  Compensation,"  and possibly  elsewhere  therein.  That
information is incorporated in this Item 11 by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         We  will  provide  information  that  is  responsive  to  this  Item 12
regarding  ownership  of our  securities  by  some  beneficial  owners  and  our
directors  and executive  officers in our  definitive  proxy  statement or in an
amendment  to this  Annual  Report  not later than 120 days after the end of the
fiscal  year  covered by this  Annual  Report,  in either case under the caption
"Security  Ownership of Certain  Beneficial Owners and Management," and possibly
elsewhere  therein.  That  information  is  incorporated  in  this  Item  12  by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         We  will  provide  information  that  is  responsive  to  this  Item 13
regarding transactions with related parties in our definitive proxy statement or
in an amendment  to this Annual  Report not later than 120 days after the end of
the fiscal year covered by this Annual Report,  in either case under the caption
"Certain   Relationships  and  Related  Transactions,"  and  possibly  elsewhere
therein. That information is incorporated in this Item 13 by reference.

ITEM 14. CONTROLS AND PROCEDURES.

         The Company's  management,  including the Chief  Executive  Officer and
Chief Financial  Officer,  have conducted an evaluation of the  effectiveness of
GoAmerica's  disclosure  controls and  procedures  pursuant to Exchange Act Rule
13a-15.  Based on the Company's  evaluation,  which was completed  during the 90
days  prior  to the  date on  which  this  Annual  Report  was  filed  with  the
Commission,  the Chief Executive  Officer and Chief Financial  Officer concluded
that the  disclosure  controls and procedures are effective in ensuring that all
material  information  required to be filed in this Annual  Report has been made
known to them in a timely  fashion.  There have been no  significant  changes in
internal  controls,  or in factors  that  could  significantly  affect  internal
controls, subsequent to the date the Chief Executive Officer and Chief Financial
Officer completed their evaluation.
PART IV

                                       36
<PAGE>



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


(a)  (1) Consolidated Financial Statements.

                 Reference  is  made  to the  Index  to  Consolidated  Financial
                 Statements and Financial Statement Schedule on Page F-1.

     (2) Consolidated Financial Statement Schedule.

                 Reference  is  made  to the  Index  to  Consolidated  Financial
                 Statements and Financial Statement Schedule on Page F-1.

                 All other  schedules  have been  omitted  because the  required
                 information  is  not  present  or is  not  present  in  amounts
                 sufficient to require  submission  of the schedule,  or because
                 the  information  required  is  included  in  the  Consolidated
                 Financial Statements or Notes thereto.

     (3) Exhibits.
                 Reference is made to the Exhibit Index on Page 42.

(b)              Reports on Form 8-K.

                 During the last  quarter of the fiscal year ended  December 31,
                 2002,  the  registrant  filed two  Reports on Form 8-K with the
                 Commission:

                 On October 9, 2002,  the Company filed a Current Report on Form
                 8-K with regard to the EarthLink strategic alliance (Item 5).

                 On December 24,  2002,  the Company  filed a Current  Report on
                 Form 8-K with regard to the change in the Company's independent
                 auditors  from  Ernst  &  Young  LLP  to  WithumSmith  +  Brown
                 P.C. (Item 4).

                                       37
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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 this 8th day of
April, 2003.                                                   --


                                                   GOAMERICA, INC.


                                                   By:    /s/ Daniel R. Luis
                                                        ------------------------
                                                        Daniel R. Luis,
                                                        Chief Executive Officer






                                       38
<PAGE>

<TABLE>
<CAPTION>

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

                    SIGNATURE                                      TITLE                             DATE
--------------------------------------------   ---------------------------------------   ------------------------
<S>                  <C>                                             <C>                               <C>

/s/ Aaron Dobrinsky                                Executive Chairman of the Board              April 8, 2003
--------------------------------------------
    Aaron Dobrinsky

/s/ Daniel R. Luis                                 Chief Executive Officer (Principal           April 8, 2003
--------------------------------------------       Executive Officer)
    Daniel R. Luis

/s/ Francis J. Elenio                              Chief Financial Officer, Treasurer           April 8, 2003
--------------------------------------------       and Secretary (Principal Financial
    Francis J. Elenio                              and Accounting Officer)

/s/ Joseph Korb                                    Executive Vice Chairman, Strategy and        April 8, 2003
--------------------------------------------       Strategic Alliances
    Joseph Korb

/s/ Robi Blumenstein                               Director                                     April 8, 2003
--------------------------------------------
    Robi Blumenstein

/s/ Alan Docter                                    Director                                     April 8, 2003
--------------------------------------------
    Alan Docter

/s/ Mark Kristoff                                  Director                                     April 8, 2003
--------------------------------------------
    Mark Kristoff

/s/ King Lee                                       Director                                     April 8, 2003
--------------------------------------------
    King Lee

</TABLE>

                                       39
<PAGE>



                           CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Daniel R. Luis, certify that:

1. I have reviewed this annual report on Form 10-K of GoAmerica, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: April 8, 2003

/s/ Daniel R. Luis
-----------------------
Daniel R. Luis
Chief Executive Officer


                                       40
<PAGE>

I, Francis J. Elenio, certify that:

1. I have reviewed this annual report on Form 10-K of GoAmerica, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: April 8, 2003

/s/ Francis J. Elenio
-----------------------
Francis J. Elenio
Chief Financial Officer
(Principal financial officer)



                                       41
<PAGE>
                                 EXHIBIT INDEX++
                                   ITEM 15(c)


EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------

(2)                 PLAN OF ACQUISITION

2.1                 Merger  Agreement  and Plan of  Reorganization,  dated as of
                    June 13,  2000,  by and  among  GoAmerica,  Inc.,  GoAmerica
                    Acquisition I Corp., Wynd Communications Corporation and, as
                    to  certain  sections,  the  existing  shareholders  of Wynd
                    Communications  Corporation  (Incorporated  by  reference to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and Exchange  Commission on July 13, 2000) (File
                    No. 000-29359)

2.2                 Agreement and Plan of  Merger,  dated as of August 11, 2000,
                    by and among GoAmerica, Inc., GoAmerica Acquisition II Corp.
                    and   Hotpaper.com.  Inc.  (Incorporated  by  reference  to
                    GoAmerica's  Current  Report  on  Form  8-K  filed  with the
                    Securities  and  Exchange  Commission on September 15, 2000)
                    (File  No.  000-29359)

2.3                 Asset  Purchase  Agreement,  dated as of  October  31, 2000,
                    by  and  among  GoAmerica,  Inc.,  GoAmerica  Communications
                    Corp., Flash Creative Management,  Inc. and the shareholders
                    of Flash Creative Management, Inc. listed on Annex I thereto
                    (Incorporated by reference to GoAmerica's  Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on November 21, 2000) (File No. 000-29359)

2.4                 Merger  Agreement  and Plan of  Reorganization,  dated as of
                    November 13, 2001, by and among GoAmerica,  Inc.,  GoAmerica
                    Acquisition  III Corp.,  OutBack  Resource  Group,  Inc. and
                    certain shareholders  thereof  (Incorporated by reference to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on November 21, 2000)
                    (File No. 000-29359)


(3)                 ARTICLES OF INCORPORATION AND BY-LAWS

3.1                 Amended and Restated Certificate of Incorporation,  as filed
                    with the  Secretary of State of the State of Delaware on May
                    8, 2000 (Incorporated by reference to GoAmerica's  Quarterly
                    Report on Form 10-Q filed with the  Securities  and Exchange
                    Commission on August 7, 2000) (File No. 000-29359)

3.2                 By-laws  (Incorporated  by reference to GoAmerica's
                    Registration  Statement on Form S-1 [which became  effective
                    on April 6, 2000]). (File No. 333-94801)

                                       42
<PAGE>

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------


(4)                 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
                    INCLUDING INDENTURES

4.1                 Warrant to Purchase  Common Stock of GoAmerica,  Inc.
                    issued to Research In Motion  Limited by GoAmerica,  Inc. on
                    August 31, 2000  (Incorporated  by reference to  GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

4.2                 Warrant  to  Purchase  Common  Stock of  GoAmerica,  Inc.
                    issued to Dell Ventures, L.P. by GoAmerica, Inc. on November
                    14, 2000  (Incorporated  by reference to GoAmerica's  Annual
                    Report on Form 10-K filed with the  Securities  and Exchange
                    Commission on April 2, 2001) (File No. 000-29359)

4.3                 Warrant to  Purchase  Common  Stock of  GoAmerica,  Inc.
                    issued to Sony  Electronics,  Inc.  by  GoAmerica,  Inc.  on
                    January 1, 2001  (Incorporated  by reference to  GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

4.4                 Form of Warrant to Purchase Common Stock of GoAmerica,  Inc.
                    issued to former  shareholders  of OutBack  Resource  Group,
                    Inc. on November  13, 2001  (Incorporated  by  reference  to
                    GoAmerica's  Quarterly  Report on Form 10-Q  filed  with the
                    Securities  and  Exchange  Commission  on November 14, 2001)
                    (File No. 000-29359)

(10)                MATERIAL CONTRACTS

10.1                Form of Invention  Assignment  and  Non-Disclosure Agreement
                    by and between GoAmerica and its employees  (Incorporated by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.2                Form of  Indemnification  Agreement by and between GoAmerica
                    and   each  of  its   directors   and   executive   officers
                    (Incorporated  by  reference  to  GoAmerica's   Registration
                    Statement  on Form S-1 [which  became  effective on April 6,
                    2000]) (File No. 333-94801)

10.3=               Value Added Reseller  Agreement by and between GoAmerica and
                    BellSouth  Wireless  Data L.P.  (now  Cingular  Interactive,
                    L.P.),  dated August 31, 1999  (Incorporated by reference to
                    GoAmerica's Registration Statement on Form S-1 [which became
                    effective on April 6, 2000]) (File No. 333-94801)

                                       43

<PAGE>
EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------




10.4=               Amendment  No. 1, dated  March 9, 2000,  to the Value  Added
                    Reseller  Agreement by and between  GoAmerica  and BellSouth
                    Wireless Data L.P. (Incorporated by reference to GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

10.5=               Amendment  No. 2, dated March 21, 2000,  to the Value Added
                    Reseller  Agreement by and between  GoAmerica  and BellSouth
                    Wireless Data L.P. (now Cingular  Interactive,  L.P.), dated
                    August 31, 1999  (Incorporated  by reference to  GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

10.6=               Reseller  Agreement  for  Messaging  Services by and between
                    GoAmerica  and ARDIS  Company  (now  Motient  Communications
                    Inc.),  dated August 25, 1999  (Incorporated by reference to
                    GoAmerica's Registration Statement on Form S-1 [which became
                    effective on April 6, 2000]) (File No. 333-94801)

10.7*               Amended and Restated  Employment  Agreement by and between
                    GoAmerica,  Inc. and Daniel R. Luis, dated as of May 6, 2002
                    (Incorporated  by reference to GoAmerica's  Quarterly Report
                    on  Form  10-Q  filed  with  the   Securities  and  Exchange
                    Commission on August 2, 2002) (File No. 000-29359)

10.8*               Employment  Agreement  by and  between  GoAmerica  and Aaron
                    Dobrinsky,   dated  as  of  May  6,  2002  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form 10-Q filed
                    with the  Securities  and Exchange  Commission  on August 2,
                    2002) (File No. 000-29359)

10.9*               Employment  Agreement by and between  GoAmerica and Aaron
                    Dobrinsky,  dated as of December 31, 1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.10*              Employment  Agreement  by and  between  GoAmerica and Joseph
                    Korb, dated as of May 6, 2002  (Incorporated by reference to
                    GoAmerica's  Quarterly  Report on Form 10-Q  filed  with the
                    Securities and Exchange  Commission on August 2, 2002) (File
                    No. 000-29359)

10.11*              Employment  Agreement by and between GoAmerica and Joseph
                    Korb,  dated  as  of  December  31,  1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)


                                       44
<PAGE>

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------

10.12*              Employment  Agreement by and between  GoAmerica  and Francis
                    Elenio,  dated as of May 6, 2002  (Incorporated by reference
                    to GoAmerica's  Quarterly Report on Form 10-Q filed with the
                    Securities and Exchange  Commission on August 2, 2002) (File
                    No. 000-29359)

10.13*              Employment  Agreement by and between  GoAmerica  and Francis
                    Elenio,  dated as of  December  31,  1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.14*              Employment  Agreement  by and  between  GoAmerica  and Jesse
                    Odom, dated as of May 6, 2002  (Incorporated by reference to
                    GoAmerica's  Quarterly  Report on Form 10-Q  filed  with the
                    Securities and Exchange  Commission on August 2, 2002) (File
                    No. 000-29359)

10.15*              Employment  Agreement by and between  GoAmerica  and Jesse
                    Odom,  dated  as  of  December  31,  1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.16*              GoAmerica   Communications   Corp.  1999  Stock  Option
                    Plan (Incorporated by reference to GoAmerica's  Registration
                    Statement  on Form S-1 [which  became  effective on April 6,
                    2000]) (File No. 333-94801)

10.17*              GoAmerica,  Inc.  1999  Stock Plan  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.18*              GoAmerica,  Inc. Employee Stock Purchase Plan  (Incorporated
                    by reference to GoAmerica's  Registration  Statement on Form
                    S-1 [which became effective on April 6, 2000]) (File No.
                    333-94801)

10.19               Lease  Agreement,  dated August 7, 1996, by and between
                    GoAmerica  and  Continental   Investors,   L.P,  as  amended
                    (Incorporated  by  reference  to  GoAmerica's   Registration
                    Statement  on Form S-1 [which  became  effective on April 6,
                    2000]) (File No. 333-94801)


                                       45

<PAGE>

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------


10.20               Third  Amendment,  dated December 1, 1999, to the Lease
                    Agreement   by  and  between   GoAmerica   and   Continental
                    Investors,  L.P.,  dated  August  7, 1996  (Incorporated  by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 2,
                    2001) (File No. 000-29359)

10.21               Fifth  Amendment,  dated August 22,  2000,  to the August 7,
                    1996  Lease   Agreement   by  and  between   GoAmerica   and
                    Continental Investors, L.P., and entered into by and between
                    GoAmerica  and  Stellar   Continental   LLC,  the  successor
                    landlord  (Incorporated  by reference to GoAmerica's  Annual
                    Report on Form 10-K filed with the  Securities  and Exchange
                    Commission on April 2, 2001) (File No. 000-29359)

10.22               Facilities  Maintenance  Agreement by and between  GoAmerica
                    and Data  General,  a  division  of EMC  Corporation,  dated
                    December 13, 1999  (Incorporated by reference to GoAmerica's
                    Registration  Statement on Form S-1 [which became  effective
                    on April 6, 2000]) (File No. 333-94801)

10.23               Amendment,  dated  March 14,  2001,  to the  Facilities
                    Maintenance  Agreement  by and  between  GoAmerica  and Data
                    General,  a division of EMC  Corporation,  December 13, 1999
                    (Incorporated  by reference to GoAmerica's  Annual Report on
                    Form 10-K filed with the Securities and Exchange  Commission
                    on April 2, 2001) (File No. 000-29359)

10.23               Registration  Rights  Agreement,  dated October 15, 1996, by
                    and between GoAmerica Communications Corp. and the Investors
                    set forth therein  (Incorporated by reference to GoAmerica's
                    Registration  Statement on Form S-1 [which became  effective
                    on April 6, 2000]) (File No. 333-94801)

10.24               Strategic  Alliance Marketing  Agreement by and between
                    GoAmerica,  Inc. and Research in Motion Limited,  dated July
                    1, 2000  (Incorporated  by reference to  GoAmerica's  Annual
                    Report on Form 10-K filed with the  Securities  and Exchange
                    Commission on April 2, 2001) (File No. 000-29359)

10.25=              Acquisition  Agreement,  dated  as of  September  25,  2002,
                    between  EarthLink,  Inc.,  GoAmerica,  Inc.  and  GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)

10.26=              Sales  Agent  Agreement,  dated as of  September  25,  2002,
                    between  EarthLink,  Inc.,  GoAmerica,  Inc.  and  GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)


                                       46
<PAGE>

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------

10.27=              Technology Development Agreement,  dated as of September 25,
                    2002, between EarthLink, Inc., GoAmerica, Inc. and GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)

10.28=              License  Agreement,  dated as of September 25, 2002, between
                    EarthLink,    Inc.,    GoAmerica,    Inc.   and    GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)

10.29               Employment  Agreement by and between  GoAmerica and David
                    Blumenthal,  dated as of November 1, 2000  (Incorporated  by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 2,
                    2001) (File No. 000-29359)

10.30               Employment  Agreement by and between  GoAmerica  and Yair
                    Alan Griver,  dated as of November 1, 2000  (Incorporated by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 2,
                    2001) (File No. 000-29359)

10.31=              Service Provider  Agreement by and between  GoAmerica,  Inc.
                    and  Research  In  Motion  Limited,  effective  May 1,  2000
                    (Incorporated  by reference to GoAmerica's  Quarterly Report
                    on  Form-10-Q   filed  with  the   Securities  and  Exchange
                    Commission on May 11, 2001) (File No. 000-29359)

10.32=              Amendment to the Service Provider  Agreement,  effective May
                    1, 2000,  by and between  GoAmerica,  Inc.  and  Research In
                    Motion  Limited,  dated  August 31,  2000  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form-10-Q filed
                    with the Securities and Exchange Commission on May 11, 2001)
                    (File No. 000-29359)

10.33=              Termination Agreement and Mutual Releases,  dated October 9,
                    2001,  by and between  GoAmerica,  Telecordia  Technologies,
                    Inc.,  Geoworks  Corporation  and  others  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form 10-Q filed
                    with the Securities and Exchange  Commission on November 14,
                    2001) (File No. 000-29359)

(21)                SUBSIDIARIES OF GOAMERICA, INC.

21.1                List of subsidiaries of GoAmerica, Inc. (filed herewith)


                                       47

<PAGE>

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
----------                        ----------------------

(23)                CONSENTS OF EXPERTS AND COUNSEL

23.1                Consent of WithumSmith+Brown P.C. (filed herewith)
23.2                Consent of Ernst & Young LLP. (filed herewith)

(99)                ADDITIONAL EXHIBITS

99.1                Risk Factors (filed herewith)
99.2                Certification pursuant to 18 U.S.C. Section 1350
                    (filed herewith)
99.3                Certification pursuant to 18 U.S.C. Section 1350
                    (filed herewith)


     =    Confidential  treatment  has been  requested  and granted  (subject to
          applicable  renewals)  for a  portion  of this  Exhibit.  Confidential
          materials have been omitted and filed  separately  with the Securities
          and Exchange Commission.

     *    Management  contract or  compensatory  plan required to be filed as an
          exhibit to this form pursuant to Item 15(c).

     ++   Certain schedules and exhibits to the documents  listed in this index
          are not being filed herewith or have not been previously filed because
          we believe that the  information  contained  therein is not  material.
          Upon request therefore,  we agree to furnish  supplementally a copy of
          any schedule or exhibit to the Securities and Exchange Commission.


                                       48
<PAGE>

<TABLE>
<CAPTION>

                                 GOAMERICA, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                        AND FINANCIAL STATEMENT SCHEDULE

                                                                                                         PAGE
                                                                                                         ----
<S>     <C>                                                                                               <C>

Reports of Independent Auditors...................................................................        F-2

Consolidated Balance Sheets as of December 31, 2002 and 2001......................................        F-4

Consolidated Statements of Operations for the years ended December 31, 2002,
     2001 and 2000................................................................................        F-5

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2002,
     2001 and 2000................................................................................        F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000........        F-7

Notes to Consolidated Financial Statements........................................................        F-8

Financial Statement Schedule:

     Valuation and Qualifying Accounts and Reserves for the years ended
     December 31, 2002, 2001 and 2000.............................................................        F-34

     All other schedules have been omitted  because the required  information is
     not present or is not present in amounts  sufficient to require  submission
     of the  schedule,  or because the  information  required is included in the
     Consolidated Financial Statements or Notes thereto.
</TABLE>


                                      F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
GoAmerica, Inc.


         We  have  audited  the  accompanying   consolidated  balance  sheet  of
GoAmerica, Inc. as of December 31, 2002, and the related consolidated statements
of operations,  stockholders' equity (deficit) and cash flows for the year ended
December 31, 2002. Our audit also included the financial  statement schedule for
the year ended  December  31, 2002 as listed in the index at Item  15(a).  These
financial  statements  and  schedule  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
GoAmerica,  Inc. as of December 31, 2002, and the consolidated  results of their
operations  and  their  cash  flows  for the year  ended  December  31,  2002 in
conformity with accounting principles generally accepted in the United States of
America.  Also, in our opinion,  such financial  statement  schedule referred to
above, when considered in relation to the basic financial  statements taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial  statements,  the Company has suffered  recurring losses from
operations,  has consumed  significant  amounts of cash in its  operations,  and
lacks the  prospects to obtain  additional  cash  infusions  from either debt or
equity sources to fund its  operations.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regard to these  matters  are also  described  in Note 1. The 2002  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of asset carrying  amounts or the amount and  classification  of
liabilities that might result from the outcome of this uncertainty.

         As discussed in Notes 1 and 5 to the consolidated financial statements,
the Company  changed its method of accounting for goodwill and other  intangible
assets in accordance with Statement of Financial Accounting Standards (SFAS) No.
142 "Goodwill and Other Intangible Assets" effective January 1, 2002.

                                                 /s/ WithumSmith + Brown P.C.


New Brunswick, New Jersey
March 18, 2003


                                      F-2
<PAGE>

                         Report of Independent Auditors


The Board of Directors and Stockholders
GoAmerica, Inc.


We have audited the accompanying  consolidated balance sheet of GoAmerica,  Inc.
as  of December 31, 2001, and the related consolidated statements of operations,
stockholders'  equity  (deficit) and cash flows for the years ended December 31,
2001 and 2000. Our audits also included the financial statement schedule for the
years  ended December 31, 2001 and 2000 listed in the index at Item 15(a). These
financial  statements  and  schedule  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  and  schedule  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of GoAmerica, Inc. as
of December 31, 2001,  and the results of its  operations and its cash flows for
the years  ended  December  31, 2001 and 2000,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial  statement  schedule for the years ended December 31, 2001 and
2000, when considered in relation to the basic financial  statements  taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.


                                                         /s/ Ernst & Young LLP


MetroPark, New Jersey
March 26, 2002


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                 GOAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



                                                                                                          DECEMBER 31,
                                                                                            --------------------------------------
                                                                                                 2002                   2001
                                                                                            ----------------      ----------------
<S>                                                                                             <C>                     <C>
                ASSETS
                  Current assets:

                     Cash and cash equivalents.........................................        $      4,982          $     34,977
                     Accounts receivable, less allowance for doubtful accounts of $3,418
                        in 2002 and $2,675 in 2001.....................................               5,780                 8,672
                     Merchandise inventories, net......................................               1,046                 7,967
                     Prepaid expenses and other current assets.........................                 520                 2,373
                                                                                            ----------------      ----------------
                  Total current assets.................................................              12,328                53,989

                  Restricted cash......................................................                 950                 1,396
                  Property, equipment and leasehold improvements, net..................               4,685                14,158
                  Trade names, net of accumulated amortization of $3,651 in 2002
                      and $3,282 in 2001...............................................                 921                 1,290
                  Other intangible assets, net of accumulated amortization of $5,729
                      in 2002 and $4,615 in 2001, respectively.........................                 546                 1,660

                  Goodwill, net .......................................................               6,193                14,593
                  Other assets.........................................................               1,142                   699
                                                                                            ----------------      ----------------
                  Total assets.........................................................        $     26,765          $     87,785
                                                                                            ================      ================
                  LIABILITIES AND STOCKHOLDERS' EQUITY
                  Current liabilities:
                     Accounts payable..................................................        $      4,694          $      9,676
                     Accrued expenses..................................................               5,917                 7,565
                     Deferred revenue..................................................               2,406                 2,805
                     Other current liabilities.........................................                 348                   651
                                                                                            ----------------      ----------------
                  Total current liabilities............................................              13,365                20,697

                  Other long term liabilities..........................................                 383                   675

                  Commitments and contingencies

                  Stockholders' equity:
                     Preferred stock, $.01 par value; authorized: 4,351,943 in 2002
                        and 2001; issued and outstanding: none in 2002 and 2001........                  --                    --
                     Common stock, $.01 par value; authorized: 200,000,000 in 2002
                        and 2001; issued and outstanding: 54,026,057 in 2002 and
                        53,709,803 in 2001, respectively...............................                 540                   537
                     Additional paid-in capital........................................             269,015               269,053
                     Deferred employee compensation....................................                (314)               (2,842)
                     Accumulated deficit...............................................            (256,224)             (200,335)
                                                                                            ----------------      ----------------
                  Total stockholders' equity ..........................................              13,017                66,413
                                                                                            ----------------      ----------------

                   Total liabilities and stockholders' equity..........................        $     26,765          $     87,785
                                                                                            ================      ================
                             SEE ACCOMPANYING NOTES.
</TABLE>

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                 GOAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                              YEARS ENDED DECEMBER 31,
                                                                ---------------------------------------------------
                                                                        2002              2001             2000
                                                                ----------------- ---------------- ----------------
<S>                                                                      <C>                <C>            <C>

REVENUES:
     Subscriber............................................     $        29,017   $        28,308   $         8,535
     Equipment.............................................               6,560            10,088             5,097
     Other.................................................                 335               618               242
                                                                ----------------- ---------------- ----------------
                                                                         35,912            39,014            13,874

COSTS AND EXPENSES:
     Cost of subscriber revenue............................              20,434            22,578             7,194
     Cost of equipment revenue.............................               8,537            20,665             6,090
     Cost of network operations............................               3,074             3,264               623
     Sales and marketing...................................               8,038            24,700            35,807
     General and administrative............................              29,082            40,685            26,853
     Research and development..............................               3,456             4,174               762
     Depreciation and amortization of fixed assets.........               4,342             2,987               994
     Amortization of goodwill and other  intangibles.......               1,483            18,398             7,247
     Impairment of goodwill................................               8,400            12,991                --
     Impairment of other intangible assets.................                  --            12,423                --
     Impairment of other long-lived assets.................               5,582                97                --
                                                                ----------------- ---------------- ----------------
                                                                         92,428           162,962            85,570
                                                                ----------------- ---------------- ----------------
Loss from operations.......................................             (56,516)         (123,948)          (71,696)
     Interest income, net..................................                 191             3,099             6,944
                                                                ----------------- ---------------- ----------------
Net loss before benefit from income taxes..................             (56,325)         (120,849)          (64,752)
     Income tax benefit....................................                 436               578                --
                                                                ----------------- ---------------- ----------------
Net loss...................................................             (55,889)         (120,271)          (64,752)

Beneficial conversion feature and accretion of redemption
     value of mandatorily redeemable convertible preferred
     stock.................................................                  --                --           (30,547)
                                                                ----------------- ---------------- ----------------
Net loss applicable to common stockholders.................     $       (55,889)  $      (120,271)  $       (95,299)
                                                                ================= ================ =================
Basic net loss per share applicable to common stockholders.     $         (1.04)  $         (2.27)  $        (2.19)
                                                                ================= ================ =================
Diluted net loss per share applicable to common stockholders    $         (1.04)  $         (2.25)  $        (2.18)
                                                                ================= ================ =================

Weighted average shares used in computation of basic net loss
     per share applicable to common stockholders...........          53,845,787        53,027,209        43,426,493
Weighted average shares used in computation of diluted net
     loss per share applicable to common stockholders......          53,869,236        53,353,958        43,677,912


</TABLE>

                             SEE ACCOMPANYING NOTES.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                 GOAMERICA, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                COMMON STOCK                                                       TOTAL
                                          ------------------------   ADDITIONAL      DEFERRED                   STOCKHOLDERS'
                                            NUMBER                    PAID-IN       EMPLOYEE       ACCUMULATED     EQUITY
                                           OF SHARES     AMOUNT       CAPITAL      COMPENSATION      DEFICIT      (DEFICIT)
                                          ------------ ----------- ------------- --------------- -------------- --------------
<S>                                         <C>            <C>          <C>            <C>             <C>           <C>
BALANCE AT JANUARY 1, 2000...........     23,687,184    $    237      $  5,484      $  7,067)     $ (15,312)     $ (16,658)

    Sale of common stock.............     10,000,000         100       146,119            --             --        146,219

    Issuance of common stock pursuant
       to:
       exercise of employee stock
       options and warrants .........        318,252           3         3,261        (3,088)            --            176
       exercise of warrants..........        219,865           3             2            --             --              5
       compensation for financing....        243,266           2         3,647            --             --          3,649
       purchase of businesses........      5,437,388          54        53,281            --             --         53,335
    Beneficial conversion feature and
       accretion of redemption value of
       redeemable convertible preferred
       stock.........................             --          --       (30,547)           --             --        (30,547)
    Issuance of common stock upon
       conversion of preferred stock.     13,222,760         132        72,158            --             --         72,290
    Conversion of options of acquired
       businesses....................             --          --         4,657          (520)            --          4,137
    Deferred employee compensation...             --          --         8,456        (8,456)            --             --
    Amortization of deferred employee
       compensation..................             --          --            --        11,345             --         11,345
    Issuance of warrant in exchange for
       marketing services............             --          --         2,331            --             --          2,331
    Net loss.........................             --          --            --            --        (64,752)       (64,752)
                                          ------------ ----------- ------------- --------------- -------------- --------------
BALANCE AT DECEMBER 31, 2000.........     53,128,715         531       268,849        (7,786)       (80,064)       181,530

    Issuance of common stock pursuant
       to:
       exercise of employee stock
       options ......................        369,642           4           267            --             --            271
       exercise of warrants..........        130,450           1            (1)           --             --             --
       purchase of businesses........        134,996           1           147            --             --            148
    Purchase of treasury stock.......        (54,000)         --           (49)           --             --            (49)
    Adjustment to deferred employee
       compensation for terminations.             --          --          (973)          973             --             --
    Amortization of deferred employee
       compensation..................             --          --            --         3,971             --          3,971
    Issuance of warrant in exchange for
       marketing services............             --          --           813            --             --            813
    Net loss.........................             --          --            --            --       (120,271)      (120,271)
                                          ------------ ----------- ------------- --------------- -------------- --------------

BALANCE AT DECEMBER 31, 2001.........     53,709,803         537       269,053        (2,842)      (200,335)        66,413

    Issuance of common stock pursuant
       to:
        exercise of employee stock
        options .....................        231,018           2           112            --             --            114
       employee stock purchase plan..         85,236           1            63            --             --             64
    Adjustment to deferred employee
       compensation for terminations.             --          --          (213)          213             --             --
    Amortization of deferred employee
       compensation..................             --          --            --         2,315             --          2,315
    Net loss.........................             --          --            --            --        (55,889)       (55,889)
                                          ------------ ----------- ------------- --------------- -------------- --------------
BALANCE AT DECEMBER 31, 2002.........     54,026,057     $   540     $ 269,015      $   (314)     $(256,224)     $  13,017
                                          ============ =========== ============= =============== ============== ==============
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                      F-6
<PAGE>


<TABLE>
<CAPTION>

                                 GOAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                                                                    YEARS ENDED DECEMBER 31,
                                                                    --------------------------------------------------------
                                                                          2002                2001                 2000
                                                                    ------------------  ------------------ -----------------
<S>                                                                        <C>                <C>                   <C>
OPERATING ACTIVITIES
Net loss........................................................       $   (55,889)         $  (120,271)     $     (64,752)
Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortization...............................             5,825               21,385              8,241
    Impairment of goodwill......................................             8,400               12,991                 --
    Impairment of other intangible assets.......................                --               12,423                 --
    Impairment of other long-lived assets.......................             5,582                   97                 --
    Increase in provision for losses on accounts receivable.....             3,221                4,197                728
    Non-cash employee compensation..............................             2,315                3,971             11,345
    Non-cash marketing expense..................................                --                2,086              1,058
    Other non-cash charges......................................                --                  254                256
    Changes in operating assets and liabilities:
       Increase in accounts receivable..........................              (329)              (7,852)            (4,703)
       Decrease (increase) in inventory.........................             6,921                6,054            (13,345)
       Decrease (increase) in prepaid expenses and other assets.             1,853                1,384             (6,298)
       (Decrease) increase in accounts payable..................            (4,982)                (259)             4,844
       (Decrease) increase in accrued expenses and other current
          liabilities...........................................            (1,532)              (5,582)            11,202
       (Decrease) increase in deferred revenue..................              (399)                 623              2,118
                                                                    ------------------  ------------------ -----------------
Net cash used in operating activities...........................           (29,014)             (68,499)           (49,306)

INVESTING ACTIVITIES
Purchase of property, equipment and leasehold improvements......              (451)              (9,159)            (5,499)
Purchase of patents.............................................                --               (1,000)                --
Acquisition of businesses, net of cash acquired.................                --                 (127)            (7,659)
Change in other assets and restricted cash......................                 3                   --               (300)
                                                                    ------------------  ------------------ -----------------
Net cash used in investing activities...........................              (448)             (10,286)           (13,458)

FINANCING ACTIVITIES
Issuance of common stock, net of related expenses...............               178                  271            146,400
Issuance of preferred stock, net of related expenses............                --                   --             24,637
Purchase of treasury stock......................................                --                  (49)                --
Payments made on capital lease obligations......................              (711)                (871)              (206)
                                                                    ------------------  ------------------ -----------------
Net cash (used in) provided by financing activities.............              (533)                (649)           170,831
                                                                    ------------------  ------------------ -----------------
(Decrease) increase in cash and cash equivalents................           (29,995)             (79,434)           108,067
Cash and cash equivalents at beginning of period................            34,977              114,411              6,344
                                                                    ------------------  ------------------ -----------------
Cash and cash equivalents at end of period......................       $     4,982          $    34,977      $     114,411
                                                                    ==================  ================== =================
                             SEE ACCOMPANYING NOTES.

</TABLE>

                                      F-7
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


1.       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

         GoAmerica,  Inc. (the "Company") develops and distributes wireless data
technology,  applications  and software  that  addresses  the  productivity  and
communications  needs of  enterprise  customers and  consumers.  The Company has
formed strategic relationships with wireless carriers,  software providers,  and
hardware   manufacturers   who  provide  the  mobile   computer   user  wireless
communications,  services and devices that complement the Company's  product 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  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.

         The  Company  is  highly   dependent  on  EarthLink   for  billing  and
collections,  customer support and technical support.  Additionally, the Company
is  highly   dependent  on  EarthLink  and  other  third  parties  for  wireless
communication devices and wireless network connectivity.

         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
December 31, 2002,  has an  accumulated  deficit of $256,224.  During 2002,  the
Company  incurred  a net  loss  of  $55,889  and  used  $29,037  of cash to fund
operating activities. As of December 31, 2002 the Company had $4,982 in cash and
cash  equivalents  ($2,803 at March 31, 2003,  unaudited),  exclusive of $950 in
restricted cash supporting  certain letters of credit.  In execution of the 2002
operating plan, the Company took steps to reduce its annual payroll by more than
25% and took  further  actions  to reduce  sales and  marketing  expenses  which
included  entering into a strategic  alliance with  Earthlink (See Note 3). Upon
complete implementation of the Earthlink agreements,  which is anticipated to be
on or near April 30, 2003, the Company anticipates further reducing its payroll,
administrative,  sales and marketing expenses. In the event management is unable
to achieve its plans or complete its implementation of the EarthLink agreements,
additional  further cost  reductions  may be required.  Therefore,  there exists
substantial  doubt about the Company's ability to continue as a going concern as
of  December  31,  2002.  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. Additionally,
management is actively  working to  renegotiate  the  Company's  long term lease
obligations.  In the event management is unable to achieve its plans, additional
further reductions may be required in employee related expenses as well as sales
and  marketing  expenditures.  There can be no  assurance  that the Company will
achieve its 2003 operating plan or  successfully  renegotiate the Company's long
term lease obligations. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                      F-8
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Basis of Consolidation

         The  consolidated   financial   statements   include  the  accounts  of
GoAmerica, Inc. and its wholly-owned subsidiaries.  All significant intercompany
balances and transactions have been eliminated in consolidation.

2.       SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

         Cash equivalents  consist of highly liquid  investments with a maturity
of three months or less when purchased.

Use of Estimates

         The  preparation of financial  statements in conformity with accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial statements, and the reported amounts of
certain expenses during the reporting periods.  Actual results could differ from
those  estimates.  Significant  estimates  that affect the financial  statements
include,  but  are  not  limited  to:  collectibility  of  accounts  receivable,
amortization periods and recoverability of long-lived assets.

Receivables and Credit Policies

         Accounts receivable are uncollateralized customer obligations due under
normal  trade terms  requiring  payment  within 30 days from the  invoice  date.
Accounts receivable are stated at the amount billed to the customer. Interest is
not  billed  or  accrued.  Accounts  receivable  in  excess  of 90 days  old are
considered  delinquent.  Payments of accounts  receivable  are  allocated to the
specific  invoices  identified  on  the  customer's  remittance  advice  or,  if
unspecified, are applied to the oldest unpaid invoices.

         The carrying  amount of accounts  receivable  is reduced by a valuation
allowance  that reflects the Company's best estimate of the amounts that may not
be collected.  This estimate is based on reviews of all balances in excess of 90
days  from  the   invoice   date  and  based  on  an   assessment   of   current
creditworthiness, estimates the portion, if any, of the balance that will not be
collected. The Company reviews its valuation allowance on a quarterly basis.

Merchandise Inventories

         Merchandise  inventories,  principally  wireless devices, are stated at
the lower of cost (first-in,  first-out)  basis or market.  The inventory of the
Company is subject to rapid  technological  changes  which could have an adverse
impact on its  realization in future periods.  In addition,  there are a limited
number of suppliers of the Company's inventory.  Inventories are recorded net of
a reserve for excess and obsolete merchandise.


                                      F-9
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Property, Equipment and Leasehold Improvements

         Property,  equipment  and  leasehold  improvements  are stated at cost.
Depreciation is provided on the  straight-line  method over the estimated useful
lives of the related  assets ranging from two to seven years.  Expenditures  for
maintenance and repairs are charged to expense as incurred.

Computer Software Developed or Obtained For Internal Use

         All direct  internal and external costs incurred in connection with the
application development stage of software for internal use are capitalized.  All
other costs  associated  with internal use software are expensed when  incurred.
Amounts   capitalized   are  included  in  property,   equipment  and  leasehold
improvements  and are  amortized  on a  straight-line  basis  over  three  years
beginning when such assets are placed in service.

Goodwill and Intangible Assets

         Goodwill and intangible assets result from  acquisitions  accounted for
under the purchase method. In accordance with Statement of Financial  Accounting
Standards  ("SFAS") No. 142,  "Goodwill and Other Intangible  Assets" ("SFAS No.
142"), effective January 1, 2002, goodwill and intangible assets with indefinite
lives are no longer being  amortized but are subject to impairment by applying a
fair value based test.  Intangible  assets with finite  useful lives  related to
developed  technology,  customer  lists,  trade names and other  intangibles are
being amortized on a straight-line  basis over the estimated  useful life of the
related asset, generally three to five years.

Recoverability of Intangible and Other Long Lived Assets

         In accordance with SFAS No.142,  the Company reviews the carrying value
of goodwill and intangible  assets with indefinite  lives annually or in certain
circumstances.  The Company  measures  impairment  losses by comparing  carrying
value to fair  value.  Fair  value is  determined  using  discounted  cash  flow
methodology.

         In  accordance  with SFAS No. 144,  "Accounting  for the  Impairment or
Disposal  of  Long-Lived  Assets,"  long-lived  assets  used in  operations  are
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that carrying amounts may not be recoverable.  For long-lived  assets to be held
and used, the Company  recognizes an impairment loss only if its carrying amount
is not  recoverable  through  its  undiscounted  cash  flows  and  measures  the
impairment  loss based on the  difference  between the carrying  amount and fair
value.
         Prior to January 1, 2002,  the  Company  accounted  for its  long-lived
assets under SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to Be Disposed Of." In accordance  with SFAS No. 121,
the  Company  reviewed  the   recoverability   of  long-lived  assets  using  an
undiscounted cash flow methodology,  whenever events or changes in circumstances
indicated that carrying  amounts may not be  recoverable.  The Company  measured
impairment losses using a discounted cash flow methodology.



                                      F-10
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Revenue and Deferred Revenue

         The Company derives  subscriber  revenue from the provision of wireless
communication  services.  Subscriber  revenue  consists  of monthly  charges for
access and usage and is  recognized  as the service is  provided.  Roaming  fees
billed to customers are recognized upon collection.  Also included in subscriber
revenue are one-time  non-refundable  activation  fees.  To the extent such fees
exceed the related costs, they are deferred and recognized ratably over the life
of the related  service  contracts  generally  six or twelve  months.  Equipment
revenue is recognized  upon shipment and transfer of title to the end user.  The
Company  provides  mobile  devices to its customers at prices below its costs as
incentives for customers to enter into service  agreements.  Such incentives are
recorded as a deferred asset and are amortized against  subscriber gross margins
over the life of the  customer  contract.  Sales into retail  channels,  where a
right of return  exists,  are deferred and recognized at the time such equipment
is sold to the end consumer.  Consulting revenue,  included in other revenue, is
recognized  as the related  services  are  provided.  Software  revenue  through
December 31, 2002 was insignificant.

Cost of Revenues

         Cost of  subscriber  revenue  consists  principally  of  airtime  costs
charged by carriers. Cost of equipment revenue consists of the cost of equipment
sold.

Income Taxes

         Deferred income taxes are determined using the liability method.  Under
this  method,  deferred  tax  assets and  liabilities  are  determined  based on
differences  between financial reporting and tax bases of assets and liabilities
and are  measured  using the  enacted  tax rates and laws that will be in effect
when the differences are expected to reverse.

Advertising Costs

         Advertising costs are expensed as incurred. During 2002, 2001 and 2000,
advertising expense was approximately $1,019, $4,900 and $19,500, respectively.

Research and Development Costs

         Research and development costs are expensed as incurred.

Stock-Based Employee 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


                                      F-11
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

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.

<TABLE>
<CAPTION>

                                                                            Year ended December 31,
                                                            ---------------------------------------------------------
<S>                                                                 <C>                  <C>                    <C>
                                                                   2002                  2001                  2000
                                                            -------------------    ------------------    --------------
Net loss applicable to common stockholders, as reported...   $  (55,889)            $     (120,271)        $  (95,299)
Deduct: Stock-based employee compensation expense
included in reported net loss.............................        2,315                      3,971             11,345

Add: Total stock-based employee compensation expense
determined under fair value based method for all awards...       (6,966)                    (9,546)           (15,326)
                                                            -------------------    ------------------    --------------
Pro forma net loss applicable to common stockholders......   $  (60,540)            $     (125,846)        $  (99,280)
                                                            ===================    ==================    ==============
Loss per share - basic, as reported.......................   $    (1.04)            $        (2.27)        $    (2.19)
Loss per share - diluted, as reported.....................   $    (1.04)            $        (2.25)        $    (2.18)
Pro forma loss per share - basic..........................   $    (1.12)            $        (2.37)        $    (2.29)
Pro forma loss per share - diluted........................   $    (1.12)            $        (2.36)        $    (2.27)

</TABLE>

         The pro forma  results  above are not intended to be indicative of or a
projection of future results. Refer to Note 12 for assumptions used in computing
the fair value amounts above.

Net Loss Available for Common Stockholders

         Net  loss  available  for  common  stockholders   represents  net  loss
increased by accretion of the redeemable preferred stock to redemption value and
an amount representing beneficial conversion features on preferred stock.



                                      F-12
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


Earnings (Loss) 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 and diluted net loss
per share is computed by dividing the net loss available to common  stockholders
for the  period  by the  weighted-average  number  of  shares  of  common  stock
outstanding  during the period.  The  calculation  of diluted net loss per share
excludes  potential common shares if the effect is antidilutive.  Basic loss per
share is computed by dividing  loss  applicable  to common  stockholders  by the
weighted-average number of shares of common stock outstanding during the period.
The  weighted  average  number of shares  utilized in arriving at basic loss per
share reflects an adjustment  for 23,449,  326,749 and 245,356 common shares for
the years ended December 31, 2002, 2001 and 2000, respectively,  for shares held
in escrow as a result of the 2001 and 2000 acquisitions.  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.  The weighted average number of shares utilized
in arriving at diluted loss per share presented  reflects  adjustments for 6,063
common shares in the year ended December 31, 2000, issuable pursuant to warrants
which were previously issued for nominal consideration. As the Company had a net
loss, the impact of the assumed exercise of the stock options,  warrants and the
assumed  preferred stock conversion is anti-dilutive  and as such, these amounts
(except for  warrants as issued for nominal  consideration)  have been  excluded
from the calculation of diluted loss per share.

Concentration of Credit Risk

         Financial  instruments  that  potentially  subject  the  Company  to  a
concentration  of credit risk consist of cash and cash  equivalents and accounts
receivable.  The Company  maintains a  significant  portion of its cash and cash
equivalents  with two  financial  institutions.  The Company  performs  periodic
credit evaluations of its customers but generally does not require collateral.

Fair Value of Financial Instruments

         The carrying  amounts of the  Company's  financial  instruments,  which
include cash and cash  equivalents,  accounts  receivable,  accounts payable and
accrued expenses approximate their fair values.

Segment Information

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
SFAS  No.  131,  "Disclosures  About  Segments  of  an  Enterprise  and  Related
Information,"  which establishes  standards for the way that a public enterprise
reports information about operating segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating


                                      F-13
<PAGE>



                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

segments  in  interim  financial   reports  issued  to  shareholders.   It  also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas and major customers.  The Company operates in a single segment.
The  chief  operating  decision  maker  allocates  resources  and  assesses  the
performance  associated with wireless services, and related equipment sales on a
single segment basis.  Consulting  services are not a material  component of the
Company's business.

Reclassifications

         The Company has reclassified  certain prior year information to conform
with current year presentation.

Recent Accounting Pronouncements

         In June  2001,  the  FASB  issued  SFAS No.  142,  Goodwill  and  Other
Intangible  Assets.  SFAS No. 142 addresses the  recognition  and measurement of
goodwill and other intangible assets subsequent to their  acquisition.  SFAS No.
142 also addresses the initial  recognition and measurement of intangible assets
acquired outside of a business combination whether acquired individually or with
a group of other assets.  Goodwill and intangible assets previously  recorded in
the Company's  financial  statements  are affected by the provisions of SFAS No.
142. This statement  provides that intangible assets with finite useful lives be
amortized and that intangible  assets with indefinite  lives and goodwill not be
amortized, but tested at least annually for impairment. The Company adopted SFAS
No. 142 on January 1, 2002.  During  2002,  the Company  recorded an  impairment
charge of approximately  $8,400,  which was measured in accordance with SFAS 142
(see note 5).

         On August 1, 2001, the Financial  Accounting  Standards Board, or FASB,
issued  Statement  of  Financial  Accounting   Standards,   or  SFAS,  No.  144,
"Accounting  For Impairment of Long Lived  Assets".  The Company was required to
adopt this pronouncement  beginning January 1, 2002. SFAS No. 144 prescribes the
accounting for long-lived assets (excluding goodwill) to be disposed of by sale.
SFAS No. 144 retains the requirement of SFAS No. 121 to measure long-lived asset
classified  as held for sale at the lower of its  carrying  value or fair market
value less the cost to sell.  Therefore,  discontinued  operations are no longer
measured on a net realizable  basis, and future operating  results are no longer
recognized  before they occur.  During  2002,  the Company  recorded  impairment
charges of  approximately  $5,600,  which were measured in accordance with SFAS
No. 144 (see note 6).

         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 Company does not  anticipate a  significant
impact on its results of operations from adopting this statement.


                                      F-14
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation--Transition  and  Disclosure,  an  amendment  of  FASB
Statement No. 123. This Statement amends FASB Statement No. 123,  Accounting for
Stock-Based  Compensation,  to provide  alternative  methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require  prominent  disclosures  to both annual and interim
financial statements.  Certain of the disclosure  modifications are required for
fiscal years ending after December 15, 2002 and are included in the notes to the
Company's 2002 consolidated  financial statements.  The other provisions of SFAS
No 148 are not expected to be  applicable  to the Company as the Company has not
expressed an intent to change its accounting for stock-based compensation.

3.       STRATEGIC ALLIANCE WITH EARTHLINK, INC.

         On September 25, 2002,  the Company  formed a  comprehensive  strategic
alliance  with  EarthLink by entering  into a series of  agreements  pursuant to
which,  among other things (i) EarthLink  purchased  all of the  Company's  CDPD
subscribers  as well as certain of the  Company's  Cingular and Motient  network
subscribers  (collectively,  the  "transferred  subscribers");   (ii)  EarthLink
purchased  the  Company's  rights under a credit for $1,400 of inventory  from a
hardware manufacturer,  receiving the Company's equipment pricing at a discount;
(iii) the Company and EarthLink  will market each other's  wireless  services in
exchange for commissions  and/or recurring  revenue shares;  (iv) EarthLink will
provide  billing,  customer  support and network services to most subscribers of
the Company's technology;  and (v) the Company and EarthLink will 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  strategic   alliance,   the  Company  received
approximately $1,900 during the fourth quarter of 2002 of which $953 is included
in deferred revenue.  The recorded 2002 amount of approximately  $950 represents
$100 of other  revenue  and  payment of  approximately  $850 for vendor  credits
transferred.  Subscriber revenue associated with the transferred subscribers was
$17, 900 and $17,400 with the related costs of subscriber airtime of $14,900 and
$18,600  for the  years  ended  December  31,  2002 and 2001,  respectively.


                                      F-15
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

4.       ACQUISITIONS

         2001 Acquisition:

         On November 13, 2001,  the Company  acquired  OutBack  Resource  Group,
Inc., a software  development  company.  The acquisition was accounted for under
the purchase method of accounting, and accordingly,  the purchase price has been
allocated to the assets acquired and liabilities assumed based upon estimates of
fair  market  values at the date of  acquisition.  The total  purchase  price of
approximately  $148  included  the  issuance of 134,996  shares of common  stock
valued at $0.96 per share and warrants issued at the date of acquisition with an
estimated  fair market  value of  approximately  $19 to purchase an aggregate of
67,500  shares of the Company's  common stock at an exercise  price of $3.00 per
share which may be  exercised  immediately  and expire three years from the date
thereof.

         2000 Acquisitions:

         The  Company  acquired  three  companies  during  2000.  Payment of the
aggregate  purchase  price  for  these  acquisitions  of  approximately  $65,700
consisted  of  (i)  5,437,388   shares  of  the  Company's  common  stock  at  a
weighted-average  value of $9.81 per share (based on the average  closing prices
of the  common  stock on the date of  announcement  of each  acquisition);  (ii)
$7,659 in cash (net of cash acquired of $484) including merger related costs and
$2,000 held in escrow;  and (iii) the conversion of options to purchase  559,373
shares of common stock the vested portion of which were valued at  approximately
$4,100 as of the date of  acquisition.  These  acquisitions  were  accounted for
under the purchase method of accounting, and accordingly, the purchase price has
been  allocated  to the  assets  acquired  and  liabilities  assumed  based upon
estimates  of fair  market  values at the dates of  acquisition.  The results of
operations of the acquired  businesses are included in the consolidated  results
of operations of the Company from their  respective  dates of  acquisition.  The
excess of the  purchase  price  over the fair value of the  acquired  net assets
aggregating  approximately  $44,800  has  been  recorded  as  goodwill  and  has
historically  been amortized on a straight-line  basis over useful lives ranging
from three to four years during 2000 and 2001. The 2000 acquisitions are further
described below.

         On June 28, 2000, the Company acquired Wynd Communications  Corporation
("Wynd"),  a provider of wireless  telecommunications  services  for the hearing
impaired.  The  total  purchase  price of  approximately  $44,000  included  the
issuance of 3,964,975  shares of common stock  valued at  approximately  $39,500
($9.96 per share) and the payment of approximately $469 in merger related costs.
Under the terms of the merger  agreement,  396,498  shares of the  common  stock
issued were held in escrow for a period of one year from the  acquisition  date.
In  addition,  outstanding  options to acquire Wynd shares were  converted  into
options to purchase,  at a weighted  average  exercise price of $1.61 per share,
477,722  shares of the  Company's  common stock.  Options  vested at the date of
acquisition  with an estimated  fair market value of  approximately  $4,000 were
included  in the  determination  of the  total  purchase  price.  Based  upon an
independent  valuation report,  the Company has recorded  identified  intangible
assets  including trade names,  developed  technology,  assembled work force and


                                      F-16
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

customer lists aggregating  approximately  $19,500.  The cost of the acquisition
exceeded  the fair value of the  acquired  net assets by  approximately  $25,800
which has been  recorded as goodwill and has  historically  been  amortized on a
straight-line basis over 4 years during 2000 and 2001.

         On  August  31,  2000,   the  Company   acquired   Hotpaper.com,   Inc.
("Hotpaper"),   a  provider   of   Web-based   document   automation   software,
infrastructure  and content.  The total purchase price of approximately  $10,100
included  the  issuance  of  1,006,111   shares  of  common  stock,   valued  at
approximately   $8,800  ($8.75  per  share),  cash  consideration  of  $750  and
approximately  $356 in merger  related  costs.  Under  the  terms of the  merger
agreement,  100,612  shares of the common stock issued were held in escrow for a
period of one year from the acquisition date. In addition,  outstanding  options
to acquire  Hotpaper  shares  were  converted  into  options to  purchase,  at a
weighted  average  exercise  price of $0.59  per  share,  81,651  shares  of the
Company's  common  stock.  Options  vested  at the date of  acquisition  with an
estimated  fair  market  value  of  approximately  $147  were  included  in  the
determination of the total purchase price.  Based upon an independent  valuation
report, the Company recorded  identified  intangible assets including  developed
technology and assembled work force aggregating  approximately  $3,000. The cost
of the  acquisition  exceeded  the fair  value of the  acquired  net  assets  by
approximately  $7,000 which has been  recorded as goodwill and has  historically
been amortized on a straight-line basis over 3 years during 2000 and 2001.

         On November 7, 2000,  the Company  acquired  certain assets and assumed
certain liabilities of Flash Creative Management,  Inc. ("Flash"), a provider of
consulting services to business customers in the areas of business  improvement,
strategy and redesign and in software  development  and  integration.  The total
purchase price of approximately  $11,600 included the issuance of 466,302 shares
of common  stock  valued at $5,000  ($10.81 per share),  cash  consideration  of
$6,000 and  approximately  $568 in merger related costs.  Under the terms of the
purchase agreement, payment of $2,000 of the cash consideration was deferred for
a period of one year from the  acquisition  date and 69,945 shares of the common
stock  issued were held in escrow for a period of one year from the  acquisition
date. The cost of the acquisition exceeded the fair market value of the acquired
net assets by approximately  $11,100 which has been recorded as goodwill and has
historically  been amortized on a  straight-line  basis over 3 years during 2000
and 2001.

         The following unaudited pro forma summary presents the combined results
of operations  as if the 2000  acquisitions  described  above had occurred as of
January 1, 2000, and does not purport to be indicative of the results that would
have occurred had the transactions  been completed as of that date or of results
that may occur in the future.  The OutBack  acquisition has been excluded as the
pro forma impact of such acquisition was not significant.



                                      F-17
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                           Year ended
                                                          December 31,
                                                             2000
                                                   -----------------------

Net revenues......................................  $            18,637
Net loss applicable to common stockholders........             (111,463)
Net loss per share-basic..........................                (2.39)
Net loss per share-diluted........................                (2.39)


5.       GOODWILL AND OTHER INTANGIBLE ASSETS

         Impairment Charge Recorded Under SFAS No. 142

         The Company adopted SFAS No. 142,  Goodwill and Other Intangible Assets
as of January 1, 2002.  During the first half of 2002, the Company completed the
first  of the  required  impairment  tests  of  goodwill  and  indefinite  lived
intangible assets as of January 1, 2002, and no adjustment to the carrying value
of goodwill was  required at that time.  During the third  quarter of 2002,  the
Company  identified  indicators of impairment,  including  recent changes in the
Company's  2002 and 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  acquisitions  of  Wynd  and
Hotpaper. A write-down of goodwill totaling $8,400 was recorded during the third
quarter  of 2002,  reflecting  the  amount by which the  carrying  amount of the
respective  reporting units exceeded their  respective fair values as determined
utilizing  estimates  of future  discounted  cash flows.  The  Company's  annual
impairment test indicated that no further  impairment had occurred in the fourth
quarter of 2002.

         Impairment Charge Prior to Adoption of SFAS No. 142

         During  the year  ended  December  31,  2001,  the  Company  identified
indicators of possible impairment of its long-lived assets, principally goodwill
and other acquired  intangible  assets  recorded upon the  acquisitions of Wynd,
Hotpaper and Flash. Such indicators included the continued  deterioration in the
business climate for wireless Internet service providers,  significant  declines
in the market  values of the  Company's  competitors  in the  wireless  Internet
services industry,  recent changes in the Company's 2002 operating and cash flow
forecasts,  and  changes in the  Company's  strategic  plans for  certain of its
acquired businesses.  With the assistance of independent  valuation experts, the
Company  determined  the fair value of the  impaired  long-lived  assets for the
respective  acquired  entities.  Fair value was determined  primarily  using the
discounted cash flow method. Write-downs of goodwill and other intangible assets
totaling  $12,991  and  $12,423,  respectively,  reflect the amount by which the
carrying amount of the assets exceeded their respective fair values.


                                      F-18
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


         The  following  tables  reflect pro forma  results of operations of the
Company,  giving  effect to the  provisions  of SFAS No. 142 for the years ended
December 31, 2001 and 2000:
<TABLE>
<CAPTION>

                                                                     Years Ended December 31,
                                                             2002               2001                2000
                                                     ---------------------------------------------------------
<S>                                                            <C>             <C>                 <C>

 Net loss applicable to common
   stockholders, as reported                         $           (55,889)  $     (120,271)   $        (95,299)
 Add back: amortization, net of tax of $-0-                          --            12,794               4,691
                                                     ---------------------------------------------------------
 Pro forma net loss applicable to common
    stockholders                                     $           (55,889)  $     (107,477)   $        (90,608)
                                                     =========================================================

 Basic net loss per share applicable to
   common stockholders, as reported                  $             (1.04)  $        (2.27)   $          (2.19)
 Add back:  amortization, net of tax of $-0-                         --               .24                 .10
                                                     ---------------------------------------------------------
 Pro forma                                           $             (1.04)  $        (2.03)   $          (2.09)
                                                     =========================================================

 Diluted net loss per share applicable to
   common stockholders:
 As reported                                         $             (1.04)  $        (2.25)   $          (2.18)
 Add back:  amortization, net of tax of $-0-                          --              .24                 .11
                                                     ---------------------------------------------------------
 Pro forma                                           $             (1.04)  $        (2.01)   $          (2.07)
                                                     =========================================================

</TABLE>

          The  following  table  summarizes  the  activity in  Goodwill  for the
          periods indicated:

                                                   Years Ended December 31,
                                                  2002               2001
                                               ------------------------------

 Beginning balance, net                         $14,593            $ 40,117
 Goodwill acquired during the period                 --                 261
 Impairment charge                               (8,400)            (12,991)
 Amortization                                        --             (12,794)
                                               ------------------------------
 Ending balance, net                            $ 6,193            $ 14,593
                                               ==============================



                                      F-19
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

         The  following   table   summarizes   Other   Intangibles   subject  to
amortization at the dates indicated:
<TABLE>
<CAPTION>
                                    December 31, 2002                                     December 31, 2001
                          Gross                                               Gross
                        Carrying          Accumulated                       Carrying          Accumulated
                          Amount          Amortization         Net            Amount          Amortization           Net
                   ------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>             <C>           <C>               <C>                  <C>

 Trade Names            4,572              (3,651)             921          4,572              (3,282)             1,290
 Technology             3,017              (2,741)             276          3,017              (2,557)               460
 Customer Lists         2,258              (1,988)             270          2,258              (1,808)               450
 Patents                1,000              (1,000)             --           1,000                (250)               750
                   ------------------------------------------------------------------------------------------------------------
                    $  10,847           $  (9,380)        $  1,467        $10,847            $ (7,897)         $   2,950
                   ============================================================================================================

</TABLE>


         Aggregate future  amortization  expense for the above intangible assets
is estimated to be:

Years Ending December 31,             2003:        $  733
                                      2004:           551
                                      2005:           184

         No  write-downs of goodwill or other  acquired  intangible  assets were
recorded during 2000.

6.       IMPAIRMENT OF OTHER LONG-LIVED ASSETS

         During  the  year  ended  December  31,  2002  and  2001,  the  Company
identified  indicators of possible  impairment of its other  long-lived  assets.
Such indicators included the continued deterioration in the business climate for
wireless Internet service providers,  significant  declines in the market values
of the Company's competitors in the wireless Internet services industry,  recent
changes in the Company's 2002 operating and cash flow forecasts,  and changes in
our strategic plans. Based on these factors,  the Company initiated  significant
reductions  in  its  workforce  resulting  in  impairment  to its  property  and
equipment,  principally  software and  furniture and  fixtures.  The  impairment
charge was calculated  assuming no salvage value to be obtained from the assets.
As a result,  the Company recorded  impairment  charges of $5,582 and $97 during
the years ended December 31, 2002 and 2001,  respectively,  for assets no longer
in use.

7.       SUPPLEMENTAL BALANCE SHEET INFORMATION

         Merchandise inventories:

         During 2001, the Company recorded a write-down of approximately  $3,500
in order to reflect  inventory  at the lower of cost or market.  The  write-down


                                      F-20
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

primarily  relates to wireless modems  supporting laptop and older PALM OS based
models for which sales were lower than expected and a charge for a lower of cost
to  market  adjustment   related  to  other  equipment  which  remained  unsold.
Additionally,  during 2002 and 2001 the  Company  recorded  reserves  for excess
inventory  quantities of approximately  $5,889 and $4,600,  respectively.  As of
December  31, 2002,  the Company had applied all  reserves for excess  inventory
quantities to the related merchandise inventory.

         Property, equipment and leasehold improvements:

         Property,   equipment  and  leasehold   improvements  consists  of  the
following:

<TABLE>
<CAPTION>
                                                                        December 31,
                                                      -----------------------------------------------
                                                              2002                        2001
                                                      ----------------------      -------------------
<S>     <C>                                                    <C>                        <C>

Furniture, fixtures and equipment....................   $        1,483                $        2,882
Computer equipment and software......................            8,679                        15,255
Leasehold improvements...............................              372                           421
                                                      ----------------------      -------------------
                                                                10,534                        18,558
Less accumulated depreciation and amortization.......           (5,849)                       (4,400)
                                                      ----------------------      -------------------
                                                        $        4,685                $       14,158
                                                      ======================      ===================

         At December 31, 2002 and 2001, the Company leased equipment,  furniture
and  fixtures  with a cost  basis of  $2,169  which  is  included  in  property,
equipment  and  leasehold  improvements.   Accumulated  amortization  on  leased
equipment was $893 and $488 at December 31, 2002 and 2001, respectively.

         Accrued expenses:

         Accrued expenses consisted of the following:

                                                                       December 31,
                                                      -----------------------------------------------
                                                               2002                    2001
                                                      ----------------------      -------------------
Carrier services.....................................     $       3,234           $       1,313
Professional fees....................................             1,501                   1,680
Employee compensation................................               486                   1,558
Maintenance agreements...............................               250                      --
Inventory purchases..................................               150                      31
Dealer commissions...................................                57                     221
Marketing expenses...................................                30                     592
Equipment and leasehold improvement purchases........                --                   1,775
Other................................................               209                     395
                                                      ----------------------      -------------------
                                                          $       5,917           $       7,565
                                                      ======================      ===================

</TABLE>

                                      F-21
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



8.       COMMITMENTS AND CONTINGENCIES

         On February 15, 2002,  Eagle Truck Lines Inc.  (a/k/a Air Eagle,  Inc.)
filed suit against GoAmerica,  Inc. seeking payment of $590, plus other damages,
expenses,  interest  and costs of suit.  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 $590,  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 $1,000. 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. The
Company  intends  to  vigorously  pursue  its claims against Flash and the other
named  defendants  in  this  action,  and  to defend the counterclaims asserted.

         The Company  leases  office  facilities  under  operating  leases which
expire at  various  dates  through  2010.  The  Company  has the option to renew
certain leases for an additional five year period.



                                      F-22
<PAGE>



                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

         The Company is obligated  under capital  leases for computer and office
equipment  that expire at various  dates  through  December  2004 with  interest
ranging from 9.85% to 15.0%.  Future  minimum  capital lease payments and future
minimum lease payments  relating to office space under  noncancelable  operating
leases as of December 31, 2002 are as follows:
<TABLE>
<CAPTION>

                                                                                Capital
Year ending December 31,                                                        Leases               Operating Leases
                                                                          --------------------    -----------------------
<S>                                                                              <C>                    <C>

2003................................................................                $382                    $2,085
2004................................................................                  44                     1,636
2005................................................................                  --                     1,452
2006................................................................                  --                     1,402
2007................................................................                  --                     1,099
Thereafter..........................................................                  --                     2,571
                                                                          --------------------    -----------------------
Total minimum lease payments........................................                 426                   $10,245
                                                                                                  =======================
Less amount representing interest...................................                 (36)
                                                                          --------------------
Present value of net minimum capital                                                 390

  lease payments....................................................
Less current portion of capital lease obligations...................                (348)
                                                                          --------------------
Obligations under capital lease, net of current portion.............                $ 42
                                                                          ====================
</TABLE>

         During 2002, 2001 and 2000 total rent expense was approximately $3,282,
$3,730 and $1,992, respectively.

         At  December  31,  2002 and 2001,  standby  letters of credit  totaling
approximately $606 and $781, respectively, were outstanding as security deposits
on certain  facility  leases.  Such  letters of credit  expire on various  dates
during 2003. As of December 31, 2002 and 2001, $648 and $815,  respectively,  of
cash held in the  Company's  bank accounts is restricted to secure these letters
of credit. In addition,  at December 31, 2002 and 2001, the Company had $302 and
$581,  respectively,  in reserve  accounts  as it  relates  to its  credit  card
processor.

         During  2002,  the Company  entered  into  employment  agreements  with
certain of its key executives  which provide for fixed  compensation and bonuses
based  upon the  Company's  operating  results,  as  defined.  These  agreements
generally  continue  until  terminated by the employee or the Company and, under
certain  circumstances,  provide for salary  continuance for a specified period.
The  Company's  maximum  aggregate  liability  under  the  agreements,  if these
employees were terminated by the Company,  is  approximately  $1,695 at December
31, 2002.

         On October 9, 2001,  the Company  entered into a termination  agreement
with Geoworks  Corporation,  Telcordia  Technologies,  Inc. and David Rein under
which it paid $1,750 which  related to the purchase of certain  patent  licenses
from Geoworks, the settlement of all accrued royalties, and other costs and fees
associated  with the early  termination of the  Settlement  Agreement and Mutual
Releases  between the parties.  As a result,  the Company recorded an intangible
asset of $1,000 representing the value of the patent licenses purchased with the
balance  charged to expense in 2001. The patent  licenses are fully amortized as
of December 31, 2002.

                                      F-23
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

9.       BENEFIT PLAN

         The Company has established a defined  contribution  plan under Section
401(k) of the  Internal  Revenue  Code which  provides  for  voluntary  employee
contributions of up to 15 percent of compensation for employees  meeting certain
eligibility requirements. The Company does not contribute to the plan.

10.      REDEEMABLE CONVERTIBLE PREFERRED STOCK

         On June 25, 1999,  the Company sold 7,500 shares of Series A Redeemable
Convertible Preferred Stock ("Series A Preferred Stock") to various investors at
a purchase  price of $1,000 per share,  the  estimated  fair value at such date,
resulting  in net proceeds of  approximately  $7,335.  On August 30,  1999,  the
Company sold an additional  2,500 shares of Series A Preferred  Stock to various
investors at a purchase  price of $1,000 per share,  the estimated fair value at
such date,  resulting in net proceeds of approximately  $2,457.  During November
1999, the Company sold an additional 500 shares of Series A Preferred Stock. The
purchase price of such shares was $1,000 per share, resulting in net proceeds of
$500.  The  Company  recorded an  adjustment  to net loss  applicable  to common
stockholders of approximately $500 relating to the beneficial conversion feature
inherent in the November 1999 issuance.  This amount was  determined  based upon
the excess of the estimated fair value of the Company's  common stock into which
the  Series A  Preferred  Stock was  immediately  convertible  less the  initial
conversion  price of $1.31  per  share and in  accordance  with  EITF No.  98-5,
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently  Adjustable  Conversion  Ratios"  limited to the amount of proceeds
received for the 500 shares of Series A Preferred Stock.

         Each  share of  Series A  Preferred  Stock had a  liquidation  value of
$1,000 per share and was  convertible  into shares of common stock at an initial
conversion  price of $1.31 per share,  subject  to  adjustments,  under  certain
circumstances.  On December 9, 1999, the Company's Board of Directors  adopted a
resolution  which  provided for the  conversion of the Series A Preferred  Stock
into  common  stock  upon  the  consummation  of the  Company's  initial  public
offering. To the extent not previously converted, upon the five year anniversary
of the issuance of the Series A Preferred  Stock, a stockholder had the right to
request the Company to redeem any or all shares of Series A Preferred Stock held
at their then fair market value, as defined.

         The  Series  A  Preferred  Stock  paid  no  dividends;   however,  such
stockholders  were entitled to participate  in the event  dividends were paid to
the holders of the Company's common stock.

         The holders of the Series A Preferred  Stock  voted  together  with all
other classes of stock on all actions taken by the  stockholders  of the Company
as a single class.  Each holder of Series A Preferred Stock was entitled to that
number of votes such holder would be entitled to if the holder had converted the
shares of Series A Preferred Stock into shares of common stock.


                                      F-24
<PAGE>
                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

         The holders of the Series A  Preferred  Stock had  registration  rights
under an agreement dated June 25, 1999,  which provided for the  registration of
common  stock held by such  stockholders  within the periods  specified  by such
agreements.

         The holders of the Series A Preferred  Stock had  anti-dilution  rights
granted  pursuant to an  agreement  dated August 30,  1999,  which  allowed such
stockholders to purchase additional  securities of the Company upon the issuance
or sale of certain equity instruments, as defined.

         In  January  2000,  the  Company  sold  648,057  shares of its Series B
Redeemable   Convertible  Preferred  Stock  ("Series  B  Preferred  Stock")  for
aggregate  net  proceeds of  approximately  $24,637.  Each share of the Series B
Preferred Stock had a liquidation  value of $40.12 per share and was convertible
at any time at the  option of the  holder  into  eight  shares of common  stock,
subject to  adjustments,  under  certain  circumstances.  The Series B Preferred
Stock was subject to automatic  conversion upon the completion by the Company of
a qualified  initial public  offering,  as defined,  of its common stock. To the
extent not converted,  commencing August 30, 2004 a holder of Series B Preferred
Stock had the right to require the Company to redeem any or all of the shares of
Series B Preferred Stock held at their then fair market value,  as defined.  The
Series B Preferred  Stock paid no dividends;  however,  such  stockholders  were
entitled to participate in the event dividends were paid on the Company's common
and preferred  stock.  The Series B Preferred Stock had voting and  registration
rights similar to those of the Company's Series A Preferred Stock. In connection
with the sale of the Series B Preferred Stock, the Company paid to its financial
advisors certain cash consideration and issued  approximately  243,266 shares of
its  common  stock.  Based on the  beneficial  conversion  terms of the Series B
Preferred  Stock,  assuming an initial public offering price of $15.00 per share
the Company recorded an adjustment to net loss applicable to common stockholders
of approximately  $21,000 at the date of issuance as a beneficial  conversion in
accordance with EITF 98-5.

11.      STOCKHOLDERS' EQUITY

         During  1998,  in  conjunction  with the sale of certain  shares of its
common  stock,  the Company  issued to the  purchasers,  warrants to purchase an
aggregate of 891,792  additional shares of the Company's common stock.  Exercise
prices  under the  warrants  range from $1.23 per share to $1.93 per share.  The
warrants  were  exercisable  at the date of issue and  expire at  various  dates
through January 2003. As of December 31, 2002,  438,416 of these warrants remain
outstanding.

         In connection  with certain equity  financings  during 1998, two of the
Company's principal  shareholders issued to an existing investor in the Company,
warrants to  purchase  408,160  currently  outstanding  shares of the  Company's
common stock owned by the principal  shareholders  at an exercise  price of $.92
per share.  Such  warrants were  exercisable  at the date of grant and expire on
February  6, 2003.  As of  December  31,  2002,  none of these  warrants  remain
outstanding.

         During May 1999, the Company issued to certain stockholders warrants to
purchase  113,976 shares of the Company's common stock at a price of $.00125 per
share. These warrants were issued to settle the Company's obligations based upon


                                      F-25
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

claims by certain  stockholders  arising from the sale of certain  common stock.
Also, as part of this settlement,  two of the Company's  principal  stockholders
issued options to purchase 113,848 currently outstanding shares of the Company's
common stock owned by the principal stockholders at an exercise price of $.00125
per share.  As a result of these  agreements and the related  warrant and option
issuances  by both the  Company  and the  principal  stockholders,  the  Company
recorded a non-cash charge of $297 during 1999 based on the estimated fair value
of the  warrants  and  options  on the date of  issuance.  Such  fair  value was
determined to equal the fair value of the underlying  common stock.  The options
issued  by the  principal  stockholders  have  been  accounted  for as a capital
contribution.

         In connection  with the issuance of certain  shares of its common stock
during 1998, the Company agreed to issue additional  shares in the event certain
subscriber levels were not achieved. To satisfy its obligation, in May 1999, the
Company  issued  warrants to purchase  435,024  shares of its common  stock at a
price of $.00125 per share.

         The warrants and options  described  in the two  immediately  preceding
paragraphs  were  exercisable  at the date of grant  and  were  exercised  as of
December 31, 2000.

         During  the fourth  quarter of 1999,  the  Company  sold an  additional
1,871,008 shares of its common stock to certain existing common  stockholders in
connection with the exercise of anti-dilution  rights granted to them upon their
initial  purchase  of  common  stock.  The  net  proceeds  to the  Company  were
approximately $1,882.

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

         On August 31, 2000, the Company granted  Research in Motion Limited,  a
supplier of wireless devices and related software, a warrant to purchase 333,000
shares  of  the   Company's   common  stock  at  $16.00  per  share  as  partial
consideration  for  certain  obligations   pursuant  to  certain  marketing  and
strategic  alliance  agreements.  The warrant is exercisable  one year after the
date of grant and expires in three years.  As of December 31, 2000,  the warrant
had an estimated fair market value of approximately $526 of which  approximately
$281 was recognized by the Company  during 2000 as sales and marketing  expense.
During  2001,  $233 was  recognized  by the Company as a reduction  to sales and
marketing  expense,  as a result of the  remeasurement of the fair value of this
warrant. Such warrant remains outstanding as of December 31, 2002.

         On November  14, 2000,  the Company  granted Dell  Ventures,  L.P.,  an
affiliate  of Dell  Products,  a  warrant  to  purchase  563,864  shares  of the
Company's  common stock at a price of $16.00 per share as partial  consideration
for certain  obligations  pursuant  to a product  distribution  agreement.  This
warrant was  immediately  exercisable  at the date of grant and expires in three


                                      F-26
<PAGE>


                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

years.  The warrant had an  estimated  fair market value at the date of grant of
approximately  $2,300 of which  approximately  $1,500 and $777 was recognized by
the Company during 2001 and 2000, respectively,  as sales and marketing expense.
Such warrant remains outstanding as of December 31, 2002.

         During January 2001, the Company entered into a service  agreement with
Sony  Electronics Inc. with an initial term of one year. In conjunction with the
agreement,  the  Company  issued a warrant  to  purchase  500,000  shares of the
Company's  common  stock  at a price of  $16.00  per  share.  Such  warrant  was
exercisable  at the date of grant and has a three year term.  The agreement also
requires  the Company to provide up to $3,500 of marketing  funds.  During 2001,
the Company  incurred a non-cash sales and marketing  charge of $765 as a result
of the issuance. Such warrant remains outstanding as of December 31, 2002.

         As of December  31,  2002,  the Company had  reserved  shares of common
stock for issuance as follows:

Exercise of common stock options.............................     11,767,339
Exercise of common stock purchase warrants...................      1,902,780
Employee stock purchase plan.................................      3,914,764

12.      STOCK OPTION PLANS AND OTHER STOCK-BASED COMPENSATION

         On August 3, 1999, the Company  adopted the GoAmerica  Communications
Corp.  1999 Stock Option Plan.  This plan provided for the granting of awards to
purchase  shares of common  stock.  No  further  options  will be made under the
GoAmerica Communications Corp. 1999 Stock Option Plan.

         In  December  1999,  the  Company's  Board  of  Directors  adopted  the
GoAmerica,  Inc.  1999  Stock  Plan  (the  "Plan")  as a  successor  plan to the
GoAmerica  Communications  Corp.  1999  Stock  Option  Plan,  pursuant  to which
4,800,000 additional shares of the Company's common stock have been reserved for
issuance to selected employees,  non-employee directors and consultants.  In May
2001, the Company's  shareholders  approved an increase in the maximum number of
shares issuable under the Plan from 4,800,000 to 10,624,743 shares.

         Under the terms of the Plan,  a  committee  of the  Company's  Board of
Directors may grant options to purchase shares of the Company's  common stock to
employees and  consultants of the Company at such prices as may be determined by
the committee. The Plan provides for award grants in the form of incentive stock
options  and  non-qualified  stock  options.  Options  granted  under  the  Plan
generally vest annually over 4 years and expire after 10 years.



                                      F-27
<PAGE>
                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

         The following  table  summarizes  activity on a combined  basis for the
plans during 2002, 2001 and 2000:
<TABLE>
<CAPTION>

                                                                                     Number of      Weighted-Average
                                                                                      Options        Exercise Price
                                                                                  ---------------- ------------------
<S>                                                                                        <C>             <C>
Outstanding at January 1, 2000............................................            2,440,008              .92
Granted...................................................................            3,581,523             8.34
Exercised.................................................................             (125,277)            1.41
Cancelled.................................................................             (150,700)           11.81
                                                                                  ----------------
Outstanding at December 31, 2000..........................................            5,745,554             5.26
Granted...................................................................            1,095,310             1.78
Exercised.................................................................             (369,642)             .73
Cancelled.................................................................             (376,067)            8.51
                                                                                  ----------------
Outstanding at December 31, 2001..........................................            6,095,155             4.70
Granted...................................................................            5,796,214              .83
Exercised.................................................................             (231,018)             .50
Cancelled.................................................................           (2,436,080)            5.04
                                                                                  ----------------
Outstanding at December 31, 2002..........................................            9,224,271             2.22
                                                                                  ================
Exercisable at December 31, 2002..........................................            4,264,247             2.74
                                                                                  ================
Exercisable at December 31, 2001..........................................            3,354,112             3.56
                                                                                  ================
Exercisable at December 31, 2000..........................................            1,859,278             1.84
                                                                                  ================
Available for grant at December 31, 2002..................................            2,543,068               --
                                                                                  ================
         The  following  table  summarizes  information  about fixed price stock
options outstanding at December 31, 2002:

                                            Outstanding                                      Exercisable
                       ------------------------------------------------------- --------------------------------------
                                                                 Weighted-
                                                                  Average                               Weighted-
 Range of Exercise         Number        Weighted- Average       Remaining            Number        Average Exercise
       Prices            Outstanding       Exercise Price    Contractual Life      Exercisable            Price
-------------------    ---------------- ------------------ ------------------- ------------------ -------------------
     $.25--.33             3,526,374            $.29             9.9 years              836,276           $.29
      .45--.56             1,005,069             .56             7.4 years              680,286            .56
     .71--1.06               508,235            1.02             6.9 years              359,776           1.04
     1.31--1.96            2,110,718            1.76             8.7 years              957,782           1.64
     2.03--2.44              494,173            2.11             7.3 years              379,067           2.12
     5.02--7.50            1,064,000            5.58             7.2 years              782,542           5.46
     7.97--8.27               41,752            7.98             7.8 years               20,876           7.98
    15.00--16.00             473,950           15.62             7.4 years              247,642          15.62


</TABLE>


                                      F-28
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

         For  certain  options  granted  during  2000 and 1999,  the Company has
recorded  pursuant  to APB No. 25  approximately  $8,457 and $7,799 of  deferred
compensation  expense representing the difference between the exercise price and
the market  value of the common  stock on the date of grant.  These  amounts are
being  amortized  over  the  vesting  period  of each  option  and  amounted  to
approximately  $2,315,  $3,971 and $8,258  during the years ended  December  31,
2002, 2001 and 2000, respectively.

         During 1996,  the Company  granted an employee a warrant to purchase up
to 320,000 shares of the Company's common stock at $0.44 per share, an amount in
excess of the  estimated  fair  value at the date of  grant.  During  2000,  the
warrant was exercised on a cashless  basis in  accordance  with the terms of the
original agreement  resulting in the issuance of 192,975 shares of common stock.
As a result, the Company recorded a compensation charge of approximately  $4,980
representing  the difference  between the exercise price and the market value of
the common stock as of the date of exercise.

         The following  table  discloses,  for the year ended December 31, 2002,
2001 and 2000,  the  number of  options  granted  and  certain  weighted-average
information:

<TABLE>
<CAPTION>

                                                                Year ended December 31,
                     --------------------------------------------------------------------------------------------------------------
                                    2002                                   2001                                  2000
                     ----------------------------------     ---------------------------------     ---------------------------------
                      Number of    Fair      Exercise        Number of     Fair    Exercise          Number     Fair     Exercise
                       Options     Value      Price           Options     Value     Price         of Options    Value     Price
                       -------     -----      -----           -------     -----     -----         ----------    -----     -----
<S>                       <C>       <C>        <C>              <C>         <C>      <C>              <C>         <C>       <C>

Exercise price
greater than
market price.........       --   $   --    $   --                --       $  --    $   --            37,000     $2.97     $16.00
Exercise price
equals market price..5,796,214     0.83       0.83        1,095,310        1.08      1.78         2,137,150      7.32      11.08
Exercise price
less than market
price................       --       --        --                --          --        --         1,407,373     10.64       3.60

</TABLE>

         Pro forma  information  regarding  net income and earnings per share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee stock options under the fair value method of SFAS 123 (see note
1). For  purposes  of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. The fair value
for these  options was  estimated  at the date of grant using the  Black-Scholes
option  pricing model with the following  assumptions  for 2002,  2001 and 2000:
weighted-average risk-free interest rate of 4.03%, 5.86% and 6.20% respectively;
expected volatility of 0.80; no dividends; and a weighted-average  expected life
of the options of 3.0 years, 4.0 years and 4.2 years,  respectively.  There were
no options granted prior to August 1999.


         In December 1999, the Company's Board of Directors adopted the Employee
Stock Purchase Plan effective upon the Company's  initial public offering of its
common  stock which was  completed  on April 12,  2000.  The  Company  initially
reserved  4,000,000  shares of common stock for issuance under the plan.  During
2002, there were 85,236 shares sold pursuant to the plan.


                                      F-29
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


13.      INCOME TAXES

         Significant  components  of  the  Company's  deferred  tax  assets  and
liabilities are as follows:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                             -----------------------------------------
                                                                                     2002                 2001
                                                                             -------------------   -------------------
<S>                                                                                   <C>             <C>
Deferred tax assets:
    Net operating loss carryforwards....................................     $           70,500    $           53,545
    Deferred compensation...............................................                  7,756                 6,877
    Reserves and accruals...............................................                  1,298                 2,814
    Amortization of Goodwill............................................                  3,900                 3,900
    Other...............................................................                  3,181                 2,614
Less valuation allowance................................................                (86,050)              (68,887)
                                                                             -------------------   -------------------
Deferred tax assets.....................................................                    585                   863
Deferred tax liabilities:
    Intangible assets...................................................                   (585)                 (863)
    Property, equipment and leasehold improvements......................                     --                    --
                                                                             -------------------   -------------------
Net deferred tax assets.................................................      $              --     $              --
                                                                             ===================   ===================


     A  reconciliation  setting forth the differences  between the effective tax
rate of the Company and the U.S. statutory rate is as follows:

                                                                               Year ended December 31,
                                                              --------------------------------------------------------
                                                                     2002                 2001               2000
                                                              ----------------       ---------------     -------------
Statutory federal income tax (benefit) at 34%...............  $      (19,002)        $     (41,089)       $  (22,016)
State income tax (benefit), net of federal benefit..........          (1,911)               (3,752)           (3,597)
Non-deductible expenses, primarily impairment of goodwill...           4,130                 2,603             1,425
Increase in valuation allowance.............................          16,347                41,660            24,188
                                                              ----------------       ---------------     -------------
Total.......................................................  $         (436)        $        (578)       $       --
                                                              ================       ===============     =============
</TABLE>

        The  state  tax  benefits  recorded  in 2002 and 2001 of $436 and $578,
respectively,  are  attributable  to the  Company's  sale of  certain  state net
operating loss carryforwards.

         At December 31, 2002, the Company had a federal and state net operating
loss ("NOL") carryforward of approximately $178,500 and $163,400,  respectively.
The federal NOL carryforwards expire beginning in 2011 and state NOL's beginning
in 2003.  The Tax Reform Act of 1986 enacted a complex set of rules limiting the
potential  utilization  of net operating  loss and tax credit  carryforwards  in

                                      F-30
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

periods following a corporate "ownership change." In general, for federal income
tax purposes,  an ownership change is deemed to occur if the percentage of stock
of a loss  corporation  owned  (actually,  constructively  and,  in some  cases,
deemed)  by one or  more  "5%  shareholders"  has  increased  by  more  than  50
percentage  points  over the  lowest  percentage  of such stock  owned  during a
three-year testing period.  During 1999, such a change in ownership occurred. As
a result of the  change,  the  Company's  ability to utilize  certain of its net
operating loss carryforwards will be limited to approximately  $1,400 of taxable
income,  per year. In addition,  the Company  acquired  additional net operating
losses through its acquisitions of Wynd and Hotpaper.  The Company believes that
an ownership  change has occurred with respect to these entities.  The effect of
an ownership  change would be the imposition of an annual  limitation on the use
of net operating loss  carryforwards  attributable to periods before the change.
The Company has not performed a detailed analysis to determine the amount of the
potential limitations.








                                      F-31
<PAGE>
                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


14.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The table below summarizes the Company's  unaudited quarterly operating
results for years ended December 31, 2002 and 2001.
<TABLE>
<CAPTION>


                                                                                  Quarter Ended

2002                                                    March 31            June 30           September 30         December 31
                                                     ---------------     --------------     ----------------    -----------------
<S>                                                    <C>                  <C>                 <C>                    <C>

Net revenue and other income.................         $    10,443         $     9,580        $     9,100         $     6,789
Cost of revenue..............................              (9,308)             (8,510)            (8,165)             (6,062)
Operating expenses...........................             (11,846)            (10,757)            (9,878)             (8,095)
Depreciation and amortization expenses.......              (1,605)             (1,662)            (1,645)               (913)
Impairment of long-lived assets..............                  --                  --            (13,695)               (287)
Interest income, net.........................                 128                  58                 26                 (21)
Benefit from income taxes....................                  --                  --                 --                 436
Net (loss)...................................         $   (12,188)        $   (11,291)       $   (24,257)        $    (8,153)
Net (loss) applicable to common stockholders.         $   (12,188)        $   (11,291)       $   (24,257)        $    (8,153)
Net (loss) per common share:
    - Basic..................................         $     (0.23)        $     (0.21)       $     (0.45)        $     (0.15)
    - Diluted................................         $     (0.23)        $     (0.21)       $     (0.45)        $     (0.15)

2001                                                    March 31            June 30           September 30       December 31
                                                     ---------------     --------------     ----------------    -----------------

Net revenue and other income.................         $     7,999         $     9,770        $    10,617         $    10,628
Cost of revenue..............................              (5,394)            (14,600)           (11,179)            (15,334)
Operating expenses...........................             (17,119)            (19,624)           (17,995)            (14,821)
Depreciation and amortization expenses.......              (5,097)             (5,250)            (5,361)             (5,677)
Impairment of long-lived assets..............                  --                  --                 --             (25,511)
Interest income, net.........................               1,479                 842                519                 259
Benefit from income taxes....................                  --                  --                 --                 578
Net (loss)...................................         $   (18,132)        $   (28,862)       $   (23,399)        $   (49,878)
Net (loss) applicable to common stockholders.         $   (18,132)        $   (28,862)       $   (23,399)        $   (49,878)
Net (loss) per common share:
    - Basic..................................         $     (0.34)        $     (0.55)       $     (0.44)        $     (0.94)
    - Diluted................................         $     (0.34)        $     (0.54)       $     (0.44)        $     (0.94)
</TABLE>


                                      F-32
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


15.      SUPPLEMENTAL CASH FLOW INFORMATION

         The table below presents the Company's supplemental  disclosure of cash
flow information for the years ended December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>

                                                                                 YEARS ENDED DECEMBER 31,
                                                                 ---------------------------------------------------------
                                                                        2002                2001               2000
                                                                 ------------------- ------------------- -----------------
<S>                                                                      <C>                  <C>              <C>

Supplemental disclosure of cash flow information:
     Interest paid..............................................       $        91          $       169      $          34

Non-cash investing and financing activities:
     Acquisition of equipment through capital leases............                --                1,182                615
     Issuance of common stock purchase warrants in exchange for
        sales and marketing services............................                --                  765              2,857

Purchase of businesses, net of cash acquired:

     Working capital surplus (deficit), net of cash acquired         $          --       $          40       $      (2,886)
     Property, equipment and leasehold improvements........                     --                   1                 822
     Goodwill..............................................                     --                 152              44,794
     Trade names...........................................                     --                  --              10,900
     Other intangibles.....................................                     --                  --              11,600
     Other assets..........................................                     --                  --                  33
     Non-current liabilities...............................                     --                  --                (131)
     Common stock, options and warrants issued.............                     --                 148              57,472



</TABLE>




                                      F-33
<PAGE>

                                                                     SCHEDULE II
                                 GOAMERICA, INC.
                          FINANCIAL STATEMENT SCHEDULE

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>

                                                 BALANCE AT            ADDITIONS:                               BALANCE AT
                                                BEGINNING OF        CHARGED TO COSTS                              END OF
                                                   PERIOD            AND  EXPENSES            DEDUCTIONS          PERIOD
                                             ------------------    -------------------     ------------------  -------------
<S>                                                   <C>               <C>                  <C>                      <C>

YEAR ENDED DECEMBER 31, 2002
     Allowance for doubtful accounts             $     2,675           $      3,221          $   2,478(1)       $    3,418
     Inventory Reserve                                 4,740                  5,889             10,629(3)               --
     Sales allowances, discounts & returns             1,378                  2,686              3,551(2)              513

YEAR ENDED DECEMBER 31, 2001
     Allowance for doubtful accounts             $       388           $      4,197          $   1,910(1)       $    2,675
     Inventory Reserve                                   117                  4,623                 --               4,740
     Sales allowances, discounts & returns               245                  2,480              1,347(2)            1,378

YEAR ENDED DECEMBER 31, 2000
     Allowance for doubtful accounts             $        75           $        728          $     415(1)       $      388
     Inventory Reserve                                    --                    117                 --                 117
     Sales allowances, discounts & returns                --                    820                575(2)              245

</TABLE>

(1)  Uncollectible  accounts  written-off,  net of  recoveries.
(2) Returns and discounts charged to reserve.
(3) Inventory discounts charged to reserve.




                                      F-34

<PAGE>