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, 2003

                                       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)

      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, 2003), was $15,770,560.

      Indicate  the  number of shares  outstanding  of each of the  registrant's
classes of common stock, as of March 1, 2004:

                 Class                          Number of Shares
                 -----                          ----------------
      Common Stock, $0.01 par value                55,721,868

      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 2004 Annual Meeting of Stockholders  are incorporated by reference into Part
III of this Report.
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

Item                                                                        Page
----                                                                        ----

PART I       1.    Business of the Company................................     2
             2.    Properties.............................................    13
             3.    Legal Proceedings......................................    13
             4.    Submission of Matters to a Vote of Security Holders....    15
             4A.   Executive Officers of the Registrant...................    16

PART II      5.    Market for the Registrant's Common Equity and Related
                      Stockholder Matters.................................    17
             6.    Selected Consolidated Financial Data...................    19
             7.    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.................    21
             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
             9A.   Controls and Procedures................................    36

PART III    10.    Directors and Executive Officers of the Registrant.....    37
            11.    Executive Compensation.................................    37
            12.    Security Ownership of Certain Beneficial Owners and
                      Management..........................................    37
            13.    Certain Relationships and Related Transactions.........    37

            14.    Principal Accountant Fees and Services.................    37

PART IV     15.    Exhibits, Financial Statement Schedules, and Reports on
                      Form 8-K............................................    38

SIGNATURES................................................................    40

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

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


                                       1
<PAGE>

      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, unless the context requires otherwise.

      Many  of  GoAmerica's   product/service   names  referred  to  herein  are
trademarks,  service marks or  tradenames of GoAmerica.  This Annual Report also
includes  references  to  trademarks  and  tradenames  of other  companies.  The
GoAmerica and Wynd  Communications  names and logos and the names of proprietary
products  and  services  offered  by  GoAmerica  and  Wynd   Communications  are
trademarks,  registered trademarks, service marks or registered service marks of
GoAmerica.

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

                                     PART I

Item 1. Business of the Company.

Recent Developments

      On March 10,  2004,  GoAmerica  consummated  the second stage of a private
placement  originally announced in December 2003. Through our initial closing in
December  2003 and our second  closing on March 10, 2004, we raised net proceeds
of  approximately  $13  million  through the  issuance  of our Common  Stock and
warrants. As a result of this private placement:

      o     We are in a position to begin  executing on a new business  strategy
            that we announced  this past  December.  Our strategy is centered on
            the pursuit of three priorities, centered on our Wynd Communications
            subsidiary: (a) growth of Wynd


                                       2
<PAGE>

            Communications' core wireless services business; (b) development and
            marketing of new communications services, including branded Internet
            protocol and video relay services; and (c) streamlined operations to
            enable  superior  customer  support.  We expect that we will require
            substantially  all of the net proceeds from the private placement in
            order to implement this strategy.

      o     We have averted a liquidity  shortage  that was plaguing our ability
            to operate our  business.  As of February 29, 2004, we had less than
            $225,000 in cash available to us.

      o     Our  accountants   are  no  longer   expressing  a  "going  concern"
            qualification in their opinion regarding our certified  consolidated
            financial statements.

      o     We will use a portion of the net proceeds to settle  claims with our
            creditors.  Approximately  $300,000 of the net proceeds will be used
            to repay  existing  indebtedness,  consisting of $120,000 to Verizon
            Wireless,  $100,000 to Metricom and $80,000 to Motient. In addition,
            $600,000  of the net  proceeds  will  support  a letter of credit in
            favor of Cingular. These actions supplement settlements reached with
            our real estate lessor and with one of our equipment lessors,  which
            has enabled us to improve our balance sheet substantially.

We issued a total of  96,820,797  shares of our Common  Stock  pursuant  to this
private  placement  and issued  warrants  providing  for the  issuance  of up to
10,180,976  shares of our Common Stock at an exercise  price of $0.15 per share.
For additional  information regarding this private placement,  see "Management's
Discussion  and  Analysis of  Financial  Condition  and results of  Operations -
Liquidity and Capital Resources".

General

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


                                       3
<PAGE>

wireless data networks in North  America.  Our revenues are derived  principally
from subscription to our value-added wireless data services, for which customers
typically pay monthly recurring fees. We derive additional revenue from the sale
of wireless  communications  devices and  commissions  from the  acquisition  of
subscribers  on behalf of various  wireless  network  providers.  We continue to
engineer our technology to operate with new versions of wireless devices as they
emerge.

      Our principal office is located at 433 Hackensack Avenue,  Hackensack, New
Jersey  07601,  and our voice  telephone  number is (201)  996-1717  and our TTY
number is (201) 527-1520. Our web site is located at www.goamerica.com.  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.

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
GoAmerica  Communications Corp. becoming a wholly owned subsidiary of GoAmerica,
Inc. GoAmerica, Inc. consummated the initial public offering of its common stock
in April 2000.

      On June 28, 2000, we acquired Wynd  Communications and on August 31, 2000,
we acquired  Hotpaper.com,  Inc.,  a provider of Web-based  document  automation
software,  infrastructure  and  content,  which  was  utilized  as the basis for
developing components of our value-added suite of services.

      On November 7, 2000,  we  acquired  substantially  all the assets of Flash
Creative  Management,  Inc.  ("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.

      On November 13, 2001, we acquired OutBack Resource Group, Inc., a software
development  company   specializing  in  wireless  and  network  management  and
technologies.

      On September  25, 2002, we revised our Go.Web  business  model by entering
into a strategic alliance with EarthLink, Inc., ("Earthlink") pursuant to which,
among other things,  EarthLink purchased all of our Cellular Digital Packet Data
(also  known as  "CDPD")  subscribers  and  certain  other  Go.Web  subscribers,
EarthLink  provides  billing,  collections  and  customer  service to our Go.Web
customers,  and EarthLink and GoAmerica  collaborate  on marketing  each other's
services,  and developing new applications  extensions of existing  technologies
and services.  This strategic  alliance is described in further detail in Item 1
of our Annual  Report on Form 10-K for the year ended  December  31,  2002.  The
initial  term of this  strategic  alliance  with  EarthLink  is two years and we
cannot  predict  at  this  time  whether  this  arrangement  will  be  extended,
terminated or restructured.


                                       4
<PAGE>

Our Business

      At December 31, 2003,  GoAmerica had approximately 13,184 Wynd subscribers
and approximately 61,946 Go.Web subscribers,  from which we receive, directly or
indirectly, monthly subscription fees.

      GoAmerica's  strategy is to focus its resources on  delivering,  generally
through  its Wynd  Communications  subsidiary,  a wide  range of  communications
services to people who are deaf or hard of hearing. In addition to wireless,  we
have also announced plans to enter, either organically,  or through partnerships
with current providers, the Telecommunications Relay Services ("TRS") arena. TRS
enables  standard voice  telephone  users to talk to people who have  difficulty
hearing or speaking on the telephone. TRS uses operators, called "communications
assistants" ("CA's"), to facilitate telephone calls for such individuals.

      The main  service  currently  offered by Wynd is WyndTell,  which  enables
deaf,  hard  of  hearing  and/or   speech-impaired  users  to  communicate  with
co-workers,  friends  and family  members by means of  wireless  devices,  using
communications  options such as email,  fax,  paging,  text-to-speech,  and Text
Telephone ("TTY",  sometimes referred to as "TDD") messaging.  Additionally,  we
offer a service called Wynd Power.  According to the American Speech and Hearing
Association,  more than 28 million Americans deal with some level of significant
hearing loss.

      In 1998,  Wynd introduced  text-based  pagers and the concept of "wireless
TTY".  For a person that is deaf or severely hard of hearing,  the TTY or TDD, a
text-based  communications  instrument  that  operates in North America using an
outdated  protocol,  Baudot 45.5,  had  traditionally  been the  centerpiece  of
communications accessibility,  usually requiring a wireline connection. The size
and weight of most historical TTY devices and the slow transmission speed of the
Baudot  protocol  makes  communicating  "on-the-go" a difficult  task for a deaf
individual.  Over the years,  advances in regulatory  policy and technology have
vastly  improved  the level of  communications  accessibility  available to deaf
consumers nationwide. (see "Business - Government Regulation")

      Wynd's  services  have  evolved  over the years to include  LiveTTY  which
permits a deaf  consumer,  using a RIM  wireless  handheld  device to  contact a
Telecommunications  Relay  Service  provider  to  place  a "live  call".  Wynd's
technology enables this connection.  Wynd demonstrated  further  enhancements to
this  service in  November  2003,  with our  planned  commercial  launch of this
enhanced service in 2004.  Although some people who are deaf and hard of hearing
are still able to use voice-based  communications  services,  telecommunications
relay services are a basic  necessity for those within this large segment of the
population who are profoundly deaf and unable to hear any spoken word.

      The Internet  Relay and Video Relay  sectors of  telecommunications  relay
services are growing steadily due to broadband  technology  developments and the
prevalence of the Internet. Internet Relay is available to anyone who has access
to the Internet via a computer,  wireless handheld device, Web-capable telephone
or other devices. Unlike traditional TRS, where a TTY user contacts a TRS center
via telephone  lines and the CA at the TRS center calls the receiving  party via
voice  telephone,  the first leg of an Internet Relay call goes from the callers
computer or


                                       5
<PAGE>

other Web-capable device, to the TRS relay center via the Internet.  Video Relay
services enable individuals who use sign language to make calls through CA's who
can  interpret  their  calls.  The caller  signs to the CA with the use of video
equipment and the CA voices what is signed to the called party and signs back to
the caller.  Historically,  deaf  consumers  could only access a relay  provider
through the use of a TTY. With the development of Internet Relay  services,  any
IP (Internet  Protocol)-based  device can now be used to access relay  services.
Now deaf  consumers can choose their own relay  provider  rather than having one
chosen  for them as the  provider  for the  State in which  they  live,  and the
technology  is faster  than the older  "Baudot"  protocol.  Likewise,  broadband
technologies  and  web  cam  equipment  have  contributed  to the  evolution  of
Internet-based  video relay services.  The relay concept for video is similar to
other relay services; the distinction being that the service allows deaf persons
to use sign language in telephone communications. The deaf consumer signs his or
her portion of a telephonic  conversation  to a video relay operator who in turn
interprets  into  words for the  hearing  party as well as  signing  to the deaf
consumer what is being said by the hearing party.

      We believe that the potential market for wireless and relay communications
among deaf and hard of hearing  consumers is largely  underserved,  providing us
with opportunities for additional  growth.  Subject to capital  constraints,  we
also  intend to leverage  Wynd's  brand  awareness  and  extensive  distribution
alliances to offer a wider  portfolio of products and services that are targeted
at or useful to people who are deaf or hard of hearing.

      We seek to deepen  penetration  within our installed  subscriber  base and
expand the breadth of our overall  customer base by  distinguishing  our current
and future  offerings with value-added  solutions  through  increased  marketing
activities. Our strategy includes the following key elements:

      Growing our Core Wireless  Services  Business.  Our core wireless services
business consists of our WyndTell and WyndPower(TM) product offerings.  WyndTell
is  a  comprehensive  wireless  communication  service,  used  on a  variety  of
computing  devices,  that  includes  unlimited  messaging  airtime  and  certain
value-added services, such as AAA Emergency Roadside services,  Tripod Captioned
Film Information,  and usage, delivery and read message statuses,  for a monthly
fee.  Wynd  charges  additional  fees on a monthly  basis for other  value-added
services such as faxing;  text-to-speech messaging;  operator assistance and TTY
messaging.  WyndPower is a supplemental  monthly  service  package  designed for
customers  that desire the  value-added  aspects of our AAA  Emergency  Roadside
service, TTY messaging and operator assistance  services,  but may have acquired
their wireless device and service plan from a different vendor.

      Introduction of New Communications Services. The rise in consumer adoption
of Internet and video relay, coupled with a favorable competitive, technological
and regulatory  environment,  make entry into the relay business attractive.  We
continue to evaluate  the best method of market  entry.  In addition to wireless
and relay,  we see  opportunities  to offer other  communications  products  and
services to consumers  who are deaf or hard of hearing  and,  subject to capital
constraints,  we intend to explore methods of bringing new products and services
to this market in 2004.


                                       6
<PAGE>

      Channel Expansion into Broader Hard of Hearing Market.  Historically,  our
Wynd  business  has been  focused  almost  exclusively  on meeting  the needs of
consumers who are profoundly  deaf.  The profoundly  deaf market is the smallest
segment of the  broader  population  of people who are deaf or hard of  hearing.
Through our product  development  activities and alliances,  we expect to design
and market  products and services  that will be  attractive  to consumers in the
broader hard of hearing  population.  We also intend to expand our channel sales
efforts to include  distribution  partners who are already catering to the needs
of consumers who are hard of hearing.

      Streamline Our Operating Infrastructure.  We have recently entered into an
agreement  with  Communications  Services  for the  Deaf  (CSD)  to serve as our
outsourced  provider  for  customer  support.  The first phase of a  three-phase
deployment  with CSD is complete  and we expect to complete  the other phases by
April  2004.  The  implementation  of this  relationship  with CSD  enables  our
customers to contact us via voice, TTY, or email on a 7 x 24 basis.

      Acquisitive  Growth and  Differentiation  Through  Targeted  Transactions.
Subject to our capital  constraints,  we intend to evaluate additional alliances
and acquisitions that we believe will allow us to quickly increase the scale and
scope of our business.

      Go.Web.  We continue to distribute and support  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.

      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  commissions  from the  acquisition of
subscribers on behalf of various wireless network providers and EarthLink, Inc.

Sales and Marketing

Sales

      We currently sell our services and solutions  through two primary channels
of  distribution:  direct and  indirect.  As of March 1, 2004 we had 4 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,  currently
comprised of our telesales  representatives and our DeafWireless Superstore,  an
online shopping portal designed for people who are deaf or hard of hearing.  Our
telesales professionals respond to queries generated as


                                       7
<PAGE>

a result of Web site visits and our  marketing  efforts,  which usually list our
toll-free sales telephone and TTY numbers.

      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  dealers  and
value-added resellers.

      Dealers offer our products and services to their  customers and are paid a
commission for each sale. A dealer's commission may consist of a one-time bounty
only or may include a small percentage of revenues generated by their customers.
Dealers are not responsible  for billing or supporting the customer.  Our dealer
network is focused on products designed for people with hearing loss.

      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.  As part of our strategic  alliance
with EarthLink,  EarthLink  resells our Go.Web service through its  distribution
channels as a part of EarthLink's suite of offerings to its customers.

Marketing

      We typically  deploy a marketing mix  consisting of direct mail,  Internet
direct  response,  print ads in  periodicals  aimed at deaf and hard of  hearing
audiences,  and tradeshow sponsorship and support. As of March 1, 2004, we had 3
employees working in our marketing department.

Technology and Operations

Service Infrastructure

      Data  Center.  We are  presently  consolidating  our  GoWeb  and  WyndTell
production  systems  into a single  data  center  operated  by a third party and
intend to be fully  relocated  by April 2004.  This new  outsourced  facility is
designed to provide  mission  critical  services to a variety of large corporate
clients.  Our outsourcing  strategy is to provide our customers with the highest
levels of reliability while enabling our company to operate with a lower overall
cost  structure.  We believe this data center is capable of meeting the capacity
demands and security  standards for services we have developed or are developing
for our customers.  Technical  personnel will monitor network  traffic,  service
quality, and security continually.

      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 are a dealer for  certain  preferred  services
partners such as EarthLink  and, in other cases,  we provide  wireless  services
directly to our customers  through  reseller  agreements  with wireless  network
operators such as Cingular Interactive,  Motient and Metrocall (formerly WebLink
Wireless).  This type of wireless  resale  offering is primarily  limited to our
WyndTell services.


                                       8
<PAGE>

Our Software Technology

      For our Wynd Communications  business, we deploy a combination of licensed
technology and custom built software. This technology gives our customers access
to wireless messaging and information  services  specifically  geared toward the
needs of the deaf and hard of hearing  users.  We have developed and run gateway
technology to connect  wireless  devices to a variety of traditional TTY devices
as well as our proprietary TTY-based applications.  Currently, our Wynd software
supports  the  RIM-based  family of 95X and 85X  devices  and the Danger  HipTop
device.

      For our  continuing  Go.Web  business,  we have  developed  a  proprietary
wireless  services  platform that enables our customers to securely  access most
types of Web-based data from many leading wireless devices.  The Go.Web platform
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  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.

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

      o     Java - Go.Web is available for Java,  which  increases the number of
            potential devices that can utilize Go.Web.

      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.

      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.


                                       9
<PAGE>

Licensed Software Technology

      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.

Customer Service, Billing and Fulfillment

      We  provide  corporate  or  individual   customer  billing  for  all  Wynd
Communications  customers'  subscription  fees,  devices and  modems,  and other
related  fees,  while we are  currently  moving  our  primary  customer  support
functions  to  Communications  Services  for the Deaf (CSD).  Resellers  such as
EarthLink  provide the  majority of customer  support and billing for our Go.Web
services.  The  outsourcing  structure  enables us to provide our customers with
best-in-class support while minimizing our own costs of operations.

      For product  fulfillment,  we maintain an inventory of mobile  devices for
our Wynd Communications  customers,  which we buy from third-party manufacturers
and resellers. EarthLink handles that function for our Go.Web customers.

Competition

      The market for our wireless 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. 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, although
none (to our  knowledge)  are  exclusively  devoted to consumers who are deaf or
hard of hearing as is our Wynd  subsidiary.  Despite the lack of focus,  many of
these companies may have greater name  recognition and may be able to adopt more
aggressive  pricing  policies and offer customers more attractive  terms than we
can.  Competitive  pressures 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


                                       10
<PAGE>

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,   subject  to  our  capital
constraints.

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.  Certain aspects of our various technologies rely on
perpetual,  royalty-free,  worldwide licenses under Third party patents 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 received or applied for
registration  of certain of our GoAmerica and Wynd 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 "WyndTell"; however, we do
not currently have any U.S. federal trademark registrations for these trademarks
other  than  "WyndTell".  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.

Government Regulation

      The enactment of the Americans with  Disabilities  Act mandated that every
State implement a system for  Telecommunications  Relay Services  whereby a deaf
consumer, using a TTY connected to the telephone network, could communicate with
a hearing  person  through the use of a relay  operator.  The FCC has  oversight
responsibility for  Telecommunications  Relay Services and maintains  guidelines
that all States must follow.  These services,  beginning statewide in California
in 1987 and nationally available since 1992, empowered deaf consumers


                                       11
<PAGE>

to expand their use of the TTY in telephone  conversations  with hearing parties
as well.  At the national  level,  relay  services are funded by common  carrier
contributions  to a  reimbursement  fund that is  administered  by the  National
Exchange  Carrier's  Association.  At the State level,  funds for relay can come
from rate payer  surcharges,  tariff  charges to the local  exchange  carrier or
taxes as administered by the State.

      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
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,  including  legislation,  which may be
adopted  by  the  United  States  Congress  to  regulate  the  Internet,  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 March 1, 2004, we had a total of 39 full-time employees. None of our
employees are covered by a collective bargaining agreement.  We believe that our
relations with our employees are good.


                                       12
<PAGE>

Item 2.  Properties.

      We  own no  real  property.  Our  principal  offices  are  located  at 433
Hackensack Avenue in Hackensack,  New Jersey,  consisting of approximately 5,000
square  feet that we lease on a  month-to-month  basis.  On November  14,  2003,
GoAmerica and our GoAmerica  Communications  Corporation subsidiary entered into
two  agreements  with Stellar  Continental  LLC  ("Stellar"),  the lessor of our
corporate  headquarters  at 433  Hackensack  Avenue and our former office at 401
Hackensack  Avenue,  both  located in  Hackensack,  New Jersey.  The  agreements
consisted of a Surrender Agreement and a new Lease Agreement as well as a Common
Stock purchase warrant.  These agreements  enabled us and our subsidiary to cure
all prior  defaults  under the  previous  lease,  which we refer to below as the
"Original  Lease",  and terminated all parties' rights and obligations under the
Original  Lease,  in  exchange  for  (i)  Stellar's  right  to  retain  $555,755
previously  drawn on a  letter  of  credit  from  our  GoAmerica  Communications
Corporation  subsidiary's letter of credit that secured the Original Lease, (ii)
our  issuing a warrant to  Stellar  that  allows it to  acquire up to  1,000,000
shares of our Common  Stock at an exercise  price of $0.46 per share at any time
prior to the close of business on November 13, 2008,  and (iii) the execution of
a new lease,  between our GoAmerica  Communications  Corporation  subsidiary and
Stellar for office space at 433 Hackensack Avenue,  Hackensack, New Jersey, on a
month-to-month  basis,  renewable each month at Stellar's  option,  for up to 24
months.  These agreements  relieved us of  approximately  $8.1 million of future
minimum payments on operating lease obligations.  The new lease provides us with
significantly  reduced  monthly rent  expenses for our  corporate  headquarters.
These  agreements  also  require us to rent from Stellar any new office space in
New Jersey  that we require  during the term of the new lease,  on terms no less
favorable than the new lease.

      The offices of Wynd Communications located in San Luis Obispo, California,
consisting of approximately  7,400 square feet, are being  consolidated with our
Hackensack,  New Jersey office,  during the first half of 2004. Our lease on the
Wynd  offices  expired  on  January  31,  2004  and we have  negotiated  a short
extension to allow for transition activities.

      In addition to the network operating facility at our Hackensack office, we
recently  moved  our  primary  network  operations  function  from  our  network
operating  center in New York City to a  co-location  third  party  facility  in
Leonia,  New Jersey.  The  agreement  under which we operated our  approximately
7,000 square foot New York City network operating center expired on February 29,
2004.  The lease for the offices of OutBack in San Luis Obispo was terminated in
December  2003. 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.  (also known as 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


                                       13
<PAGE>

Jersey  where  GoAmerica  has  moved to have it  consolidated  with  the  action
described in the next paragraph.  This consolidation motion will be decided once
a decision  in the various  motions to dismiss is  rendered in the Flash  action
discussed below.  Air Eagle alleges that GoAmerica,  as successor in interest to
Flash Creative  Management,  Inc.  ("Flash"),  failed to perform its obligations
under a consulting contract dated July 2, 1999 (the "Contract"),  by and between
Flash and Air Eagle.  Air Eagle  alleges that  GoAmerica  assumed the rights and
liabilities under this Contract as a result of its purchase of substantially all
of the assets of Flash in November  2000.  On June 3, 2002,  GoAmerica  filed an
amended answer and  counterclaim,  denying the  allegations of the complaint and
seeking  payment  from Air Eagle of an amount  not less than  $589,993.60,  plus
expenses,  interest  and costs of suit based on Air  Eagle's  failure to pay for
services rendered by Flash and GoAmerica under the Contract. The Company intends
to defend this action and pursue its counterclaim vigorously.

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

      On December 23, 2003,  the Company  executed a settlement  agreement  with
Eastern Computer  Exchange,  Inc.  ("Eastern  Computer") with respect to certain
payment obligations  pursuant to two equipment leases by agreeing to pay Eastern
Computer $350,000 upon closing the financing  described in Item 7 of this Annual
report on Form 10-K (the  "Financing")  in  exchange  for a full  release of the
Company and its affiliates.  Eastern Computer had filed suit against the Company
on July 2, 2003 in The United  States  District  Court for the  District  of New
Jersey,  seeking monetary amounts of up to approximately  $800,000 and dismissed
the action without prejudice in October 2003 pending settlement discussions.  In
the event  that the  Financing  does not close and the  Company  does not secure
alternate  financing by March 22, 2004, the Company has  acknowledged and agreed
to the  entry of a  judgment  against  the  Company  for the full  amount of the
Company's original debt pursuant to the original litigation.


                                       14
<PAGE>

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

      The Annual Meeting of Stockholders  was held on December 19, 2003.

      There  were  present  at  the  Annual  Meeting,  in  person  or by  proxy,
stockholders  holding an aggregate of 45,159,739 shares of Common Stock out of a
total number of  54,341,946  shares of Common Stock issued and  outstanding  and
entitled  to vote at the Annual  Meeting.  The results of the vote taken at such
Annual  Meeting  with  respect to the election of the nominees to be our Class C
directors as elected by the holders of the Common Stock to hold office until the
2006 Annual Meeting were as follows:

Nominees                      For                   Withheld
--------                      ---                   --------

Aaron Dobrinsky            44,632,545               527,194

Alan Docter                44,745,701               414,038

King Lee                   44,662,481               497,258

      Joseph Korb and Mark Kristoff  continued their terms as Class A directors,
such terms  expiring at the 2004  Annual  Meeting of  Stockholders.  Daniel Luis
continued his term as a Class B director,  which term expires at the 2005 Annual
Meeting of Stockholders.

      A Special  Meeting of  Stockholders  of the  Company was held on March 10,
2004 at which all of the proposals  presented  were  approved.  Those  proposals
approved  the  Financing  discussed  in more  detail  in  Note 18 of this  10-K,
authorized  the Company's  Board of Directors to effect a reverse stock split at
one of five  pre-determined  ratios if  necessary to keep the  Company's  Common
Stock  listed on the Nasdaq  SmallCap  Market,  and  authorized  the  Company to
increase the number of its authorized capital shares. Due to the Special Meeting
being held just prior to the filing of this  10-K,  the  audited  results of the
stockholder votes on each proposal cannot be included here, but the Company will
provide them in its  Quarterly  Report on Form 10-Q for the quarter  ended March
31, 2004.


                                       15
<PAGE>

Item 4A. Executive Officers of the Registrant

      The  following  table  identifies  the current  executive  officers of the
Company:

                                    CAPACITIES IN                   IN CURRENT
NAME                 AGE            WHICH SERVING                 POSITION SINCE
----                 ---            -------------                 --------------

Daniel R. Luis ...   37    Chief Executive Officer and Director        2003

Donald Barnhart ..   46    Chief Financial Officer                     2004

Jesse Odom .......   38    Chief Technology Officer                    2000

----------

      Daniel Luis joined our Board of  Directors  in January 2003 at the time he
was elected our Chief Executive  Officer.  He previously served as our President
and Chief  Operating  Officer from May 2002 until January 2003. Mr. Luis is also
President and Chief Executive Officer of Wynd Communications Corp., which became
a wholly owned  subsidiary  of  GoAmerica in June 2000.  Mr. Luis joined Wynd in
1994 and has held his current positions with Wynd since 1998.

      Donald Barnhart joined GoAmerica in 1999 and became its Vice President and
Controller  in 2000.  He was appointed  Chief  Financial  Officer in March 2004.
Prior to joining  GoAmerica,  Mr. Barnhart held various  finance  positions with
Bogen  Communications  and operated his own accounting and consulting  firm. Mr.
Barnhart is a CPA in New Jersey.

      Jesse  Odom  joined  GoAmerica  in  1996  as  Vice  President  of  Network
Operations. He was appointed Chief Technology Officer in November 2000. Prior to
joining GoAmerica,  Mr. Odom served as Vice President of Network  Engineering at
American International Ore Corporation from 1991 to 1996.

      None of our executive  officers is related to any other executive  officer
or to any director of the Company.  Our executive  officers are elected annually
by the Board of Directors and serve at the pleasure of the Board of Directors.


                                       16
<PAGE>

                                    PART II

Item 5. Market for the Registrant's Common Equity, and Related Stockholder
Matters.

Market for our Common Stock

      Our common  stock  traded on the Nasdaq  National  Market from our initial
public  offering in April 2000 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  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, 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
            March 31, 2003 ........         $0.46      $0.21
            June 30, 2003 .........         $0.74      $0.15
            September 30, 2003 ....         $0.56      $0.24
            December 31, 2003 .....         $1.03      $0.29

      As of February 11, 2004,  the  approximate  number of holders of record of
our common stock was 261 and the approximate number of beneficial holders of our
common stock was 16,000.

      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.

      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.  The  Company  received  notification  from the Nasdaq
Listing  Qualifications Panel extending until May 31, 2004 GoAmerica's temporary
exemption from the $1.00 minimum


                                       17
<PAGE>

closing  bid price per share  requirement  for  continued  listing on The Nasdaq
SmallCap   Market   (pursuant  to  Nasdaq's  newly  amended   Marketplace   Rule
4310(c)(8)(D) as approved by the Securities and Exchange  Commission (the "SEC")
on December 23, 2003).  In providing such  additional  time, the Nasdaq Listings
Qualifications  Panel  noted that the  Company is in  compliance  with all other
Nasdaq  listing  requirements  and that  GoAmerica  has filed a proxy  statement
pursuant to which the Company  will be seeking  shareholder  approval  of, among
other  things,  granting  GoAmerica's  Board  of  Directors  the  discretion  to
implement a reverse  stock  split if such  action is  required  to maintain  the
Company's listing on the Nasdaq SmallCap Market.

      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.

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 SEC declared effective our Registration Statement on
Form S-1 (No.  333-94801) as filed with the SEC 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, 2003,  approximately  $568,000 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 $145.6 million of the net proceeds
have been specifically  applied as follows: (i) $5.1 million for the acquisition
of other businesses,  (ii) $38.1 million for sales and marketing expenses, (iii)
$10.9  million for the purchase of capital  assets,  and (iv) $91.5  million for
working capital needs.


                                       18
<PAGE>

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, 2003, 2002 and
2001,  and with respect to the  consolidated  balance sheet data at December 31,
2003 and 2002 are derived  from and are  qualified  by  reference to our audited
consolidated  financial statements and related notes thereto presented elsewhere
herein.  Our  consolidated  statement  of  operations  data for the years  ended
December 31, 2000 and 1999 and  consolidated  balance  sheet data as of December
31,  2001,  2000  and 1999  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 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.


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                 -----------------------------------------------------------------
                                                             (In thousands, except for per share data)
                                                   2003          2002          2001           2000          1999
                                                 --------      --------      ---------      --------      --------
<S>                                              <C>           <C>           <C>            <C>           <C>
Consolidated Statement of
  Operations Data:
  Revenues:
    Subscriber .............................     $ 10,108      $ 29,017      $  28,308      $  8,535      $  1,104
    Equipment ..............................        1,042         6,560         10,088         5,097         1,420
    Other ..................................          728           335            618           242           207
                                                 --------      --------      ---------      --------      --------
  Total revenue ............................       11,878        35,912         39,014        13,874         2,731
                                                 --------      --------      ---------      --------      --------
  Costs and expenses:
    Cost of subscriber revenue .............        2,669        20,434         22,578         7,194         4,051
    Cost of equipment revenue ..............        1,152         8,537         20,665         6,090         1,648
    Cost of network operations .............        1,828         3,074          3,264           623           375
    Sales and marketing ....................        1,072         8,038         24,700        35,807         3,283
    General and administrative .............        9,617        29,082         40,685        26,853         3,970
    Research and development ...............        1,209         3,456          4,174           762           465
    Depreciation and amortization of
      fixed assets .........................        1,912         4,342          2,987           994           275
    Amortization of goodwill and
      other intangibles ....................        1,081         1,483         18,398         7,247            --
    Impairment of goodwill .................          193         8,400         12,991            --            --
    Impairment of other intangible
      assets ...............................           --            --         12,423            --            --
    Impairment of other long-lived
      assets ...............................        1,202         5,582             97            --            --
    Settlement costs .......................           --            --             --            --           297
                                                 --------      --------      ---------      --------      --------
  Total costs and expenses .................       21,935        92,428        162,962        85,570        14,364
                                                 --------      --------      ---------      --------      --------
  Loss from operations .....................      (10,057)      (56,516)      (123,948)      (71,696)      (11,633)
  Other income:
    Gain on sale of subscribers ............        1,756            --             --            --            --
    Settlement gains, net ..................           85            --             --            --            --
    Interest (expense) income, net .........         (275)          191          3,099         6,944           165
                                                 --------      --------      ---------      --------      --------
  Total other income .......................        1,566           191          3,099         6,944           165
                                                 --------      --------      ---------      --------      --------
  Net loss before benefit from
      income taxes .........................       (8,491)      (56,325)      (120,849)      (64,752)      (11,468)
  Income tax benefit .......................          284           436            578            --            --
                                                 --------      --------      ---------      --------      --------
  Net loss .................................       (8,207)      (55,889)      (120,271)      (64,752)      (11,468)
  Beneficial conversion feature and
      accretion of redemption value of
      mandatorily redeemable
      convertible preferred stock ..........           --            --             --       (30,547)      (10,463)
                                                 --------      --------      ---------      --------      --------
  Net loss applicable to common
      stockholders .........................     $ (8,207)     $(55,889)     $(120,271)     $(95,299)     $(21,931)
                                                 ========      ========      =========      ========      ========
  Basic net loss per share applicable
      to common stockholders ...............     $  (0.15)     $  (1.04)     $   (2.27)     $  (2.19)     $  (1.02)
                                                 ========      ========      =========      ========      ========
  Diluted net loss per share
      applicable to common
      stockholders .........................     $  (0.15)     $  (1.04)     $   (2.25)     $  (2.18)     $  (1.00)
                                                 ========      ========      =========      ========      ========
  Weighted average shares used in
      computation of basic net loss per
      share applicable to common
      stockholders .........................       54,259        53,846         53,027        43,426        21,590
  Weighted average shares used in
      computation of diluted net loss
      per share applicable to common
      stockholders .........................       54,259        53,869         53,354        43,678        22,025
</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                                             As of December 31,

                                                         -----------------------------------------------------------
                                                                               (In thousands)
                                                           2003         2002        2001         2000         1999
                                                         -------      -------      -------     --------     --------
<S>                                                      <C>          <C>          <C>         <C>          <C>
Balance Sheet Data:
Cash and cash equivalents ..........................     $   568      $ 4,982      $34,977     $114,411     $  6,344
Working capital (deficit) ..........................      (2,656)      (1,037)      33,292      113,530        2,426
Total assets .......................................      12,965       26,765       87,785      207,746        9,757
Series A redeemable convertible preferred stock ....          --           --           --           --       20,755
Series B redeemable convertible preferred stock ....          --           --           --           --           --
Total stockholders' equity (deficit) ...............       7,142       13,017       66,413      181,530      (16,659)
</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

      GoAmerica,  Inc., a Delaware  corporation  ("We," "Us" or the  "Company"),
develops and distributes  wireless data  technology,  applications  and software
that address the productivity and communications needs of enterprise  customers,
and individuals,  with one of our business units concentrating on the deaf, hard
of hearing or speech impaired  community.  In the consumer market,  we primarily
offer wireless data solutions that are designed for people who are deaf, hard of
hearing  or  speech  impaired   through  our  wholly  owned   subsidiary,   Wynd
Communications Corporation ("Wynd"). In the enterprise market, our solutions are
primarily based on our proprietary  software  technology called  Go.Web(TM).  By
utilizing  Go.Web,  businesses  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.

      Historically, we have derived our revenue primarily from the sale of basic
and value-added wireless data services and the sale of related mobile devices to
our  subscribers.  During  March 1997,  we  commenced  offering  our services to
individuals and businesses.  Since our inception,  we have invested  significant
capital to build our wireless network  operations and e-commerce  system as well
as our billing system. We have invested additional capital in the development of
our software  applications Go.Web and Mobile Office(R) as well as other software
applications.  We have  provided  mobile  devices  made by third  parties to our
customers at prices below our costs for such devices. We have incurred operating
losses since our inception and expect to continue to incur operating  losses for
at least the next several quarters. We will need to


                                       21
<PAGE>

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.  We will  seek to grow  Wynd's
business through additional  strategic alliances or new service offerings.  As a
result  of our  strategic  alliance  with  EarthLink,  Inc.,  or  EarthLink,  we
experienced  an overall  decline in revenue  while gross  margins  increased and
selling,  marketing  and  administrative  declined.  We have  generated  and may
continue to generate  revenues from  EarthLink from three primary  sources:  (i)
recurring service revenue; (ii) software revenue; and (iii) activation bounties.
We have  substantially  reduced our costs of  subscriber  airtime and  operating
costs as a result of our strategic alliance with EarthLink.

      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  85.1%,  80.8% and 72.6% of our
total revenue during 2003, 2002 and 2001, respectively. Historically, we offered
a variety of mobile data service plans.  Our consumer plans,  which are marketed
through Wynd, provide data usage on multiple mobile devices through variable and
fixed monthly fees ranging from $9.95 to $39.95.  In the enterprise  market,  we
provide unlimited data usage on any mobile device for a fixed monthly fee, which
currently  ranges from $1.25 to $17.95.  We will  continue  to derive  recurring
subscriber revenue from our consumer channels and through the sale of our Go.Web
software.  We also typically sell third-party mobile devices in conjunction with
a  service  agreement  to a new  subscriber.  Equipment  revenue  accounted  for
approximately  8.8%,  18.3% and 25.9% of our total revenue during 2003, 2002 and
2001,  respectively.  We recognize equipment revenue at the time of the shipment
of the mobile  device to a  subscriber.  During 2003,  approximately  34% 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. We anticipate that our professional service revenues will decrease as
a  percentage  of our  total  revenues  during  2004  from  prior  year  levels.
Additionally,  we  anticipate  during 2004 that the amount of our  non-recurring
bounty  revenues we receive from  EarthLink  and other  wireless  providers  for
selling their wireless  services and other product  offerings to remain constant
with 2003 levels.

      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  during  2004  as  compared  to 2003 as we
introduce new products and services to the consumer marketplace. 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 decrease as a percentage
of our annual  revenues  primarily  due to our  renegotiation  of certain  lease
agreements combined with our planned  consolidation of business operations.  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.


                                       22
<PAGE>

      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  2003,  we incurred an  aggregate  of $314,000 in
non-cash employee  compensation,  representing the remaining balance of deferred
compensation, as a result of stock option and warrant grants during 1999 and the
first  quarter of 2000 which were  granted at prices below the fair market value
of our common stock.

      Net interest expense  consists  primarily of amortization of deferred debt
expense and is partially offset by interest earned on cash and cash equivalents.
We expect  interest  expense to increase  during 2004 as compared with 2003 as a
result of continued amortization of the deferred debt described above.

      During  2001,  we  acquired  OutBack  Resource  Group,  Inc.,  a  software
development company. The total purchase price of approximately $148,000 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 $19,000 to purchase an aggregate of 67,500 shares of our common
stock at an exercise price of $3.00 per share. As a result of this  acquisition,
we recorded intangibles of approximately $193,000.

      During  2003,  we  identified  indicators  of possible  impairment  of our
long-lived assets,  principally goodwill recorded with regard to the acquisition
of Outback. 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 2004 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  $193,000 of  goodwill  associated  with
Outback.

      On December  19,  2003,  we  announced  plans for a strategic  re-focusing
premised on the  consummation of the financing  described below. Our strategy is
centered on the pursuit of three  priorities,  centered on the market  currently
serviced by our Wynd Communications subsidiary:

      o     growth of Wynd Communications' core wireless services business;
      o     development and marketing of new communications services,  including
            branded Internet protocol and video relay services; and
      o     streamlined operations to enable superior customer support.


                                       23
<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 charged our CDPD  subscribers a per kilobyte
fee for using a mobile  device  outside of a designated  geographical  area,  or
roaming;  such fees are recognized as revenue when collected.  We also generally
charge a non-refundable activation fee upon initial subscription.  To the extent
such fees exceed the related  costs,  they are deferred and  recognized  ratably
over the life of the related service  contracts,  which is generally six months,
one year or two years.  Equipment revenue is recognized upon shipment to the end
user. We have also provided  mobile devices to our customers at prices below our
costs as  incentives  for  customers  to enter  into  service  agreements.  Such
incentives  are recorded as a deferred  asset and amortized  against  subscriber
gross  margins  over  the  life  of  the  service  agreement.  We  estimate  the
collectibility of our trade  receivables.  A considerable  amount of judgment is
required in assessing the ultimate  realization of these receivables,  including
analysis of historical  collection  rates and the current  credit-worthiness  of
significant  customers.  Significant  changes  in  required  reserves  have been
recorded in recent periods and may occur in the future due to the current market
conditions.  We write down inventory for estimated excess or obsolete  inventory
equal to the difference  between the cost of inventory and the estimated  market
value based upon  assumptions  about  future  demand and market  conditions.  If
actual market  conditions are less favorable than those projected by management,
additional   inventory   write-downs   may  be  required.   In   assessing   the
recoverability of our goodwill,  other intangibles and other long-lived  assets,
we  must  make  assumptions  regarding  estimated  future  cash  flows.  If such
assumptions  change in the  future,  we may be  required  to  record  impairment
charges for these assets not previously recorded.  During 2003, we evaluated the
carrying value of certain software and equipment, which were idled upon our most
recent  transition of certain  activities to EarthLink and  consolidation of our
leased  locations.  As a result,  we have recorded  adjustments  to the carrying
value of specific assets.


                                       24
<PAGE>

Results of Operations

      The following table sets forth for the periods indicated certain financial
data as a percentage of revenue:

                                                       Percentage of Revenue
                                                       ---------------------
                                                           Years Ended
                                                           December 31,
                                                    --------------------------
                                                    2003       2002       2001
                                                    ----       ----       ----
Revenue:
   Subscriber ................................      85.1%      80.8%      72.6%
   Equipment .................................       8.8       18.3       25.8
   Other .....................................       6.1        0.9        1.6
                                                   -----      -----      -----
      Total revenue ..........................     100.0      100.0      100.0
Costs and expenses:
   Cost of subscriber revenue ................      22.5       56.9       57.9
   Cost of equipment revenue .................       9.7       23.8       53.0
   Cost of network operations ................      15.4        8.6        8.4
   Sales and marketing .......................       9.0       22.4       63.2
   General and administrative ................      81.0       81.0      104.3
   Research and development ..................      10.2        9.6       10.7
   Depreciation and amortization of fixed
      assets .................................      16.1       12.1        7.7
   Amortization of goodwill and other
      intangibles ............................       9.1        4.1       47.2
   Impairment of goodwill ....................       1.6       23.4       33.3
   Impairment of other intangible assets .....        --         --       31.8
   Impairment of other long-lived assets .....      10.1       15.5        0.2
                                                   -----      -----      -----
      Total costs and expenses ...............     184.7      257.4      417.7
                                                   -----      -----      -----
      Loss from operations ...................      84.7      157.4      317.7
Other income (expense) .......................      13.2        0.5        7.9
Income tax benefit ...........................       2.4        1.2        1.5
                                                   -----      -----      -----
      Net loss ...............................      69.1%     155.7%     308.3%
                                                   =====      =====      =====

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

      Subscriber revenue.  Subscriber revenue decreased to $10.1 million for the
year ended  December 31, 2003 from $29.0 million for the year ended December 31,
2002. The decrease was primarily due to having a smaller average subscriber base
in the year ended  December 31, 2003 than in the year ended December 31, 2002 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. Our subscriber  base decreased to 75,130  subscribers at December 31, 2003
from  91,384  subscribers  at  December  31,  2002.  We expect the number of our
subscribers to remain  relatively  constant to levels at December 31, 2003 as we
continue to improve our  subscriber  profile.  Our average  monthly  revenue per
user,  or ARPU,  decreased  to $10.10 for the year ended  December 31, 2003 from
$23.53 for the year ended  December 31, 2002.  The decline in ARPU was due to an
increase in the number of new subscribers from the sale of our Go.Web

                                       25
<PAGE>

value  added  services,  which  generally  have a lower  monthly  ARPU  than our
full-service offerings.

      Equipment  revenue.  Equipment  revenue  decreased to $1.0 million for the
year ended  December 31, 2003 from $6.6 million for the year ended  December 31,
2002. This decrease was primarily due to our outsourcing of device  provisioning
to EarthLink.  We anticipate that equipment  revenue may increase slightly as we
continue to provide devices to new subscribers of our Wynd services.

      Other  revenue.  Other  revenue  increased  to $728,000 for the year ended
December  31, 2003 from  $335,000 for the year ended  December  31,  2002.  This
increase was  primarily  due to consulting  services  provided to Earthlink.  We
anticipate  that  consulting  services will decrease as a result of our decision
not to pursue  certain  consulting  projects  and  consulting  services to third
parties during 2004.

      Cost of subscriber  revenue.  Cost of subscriber revenue decreased to $2.7
million for the year ended  December  31,  2003 from $20.4  million for the year
ended  December 31, 2002.  The  decrease was  primarily  due to having a smaller
average  subscriber  base in the year ended  December  31, 2003 than in the year
ended December 31, 2002 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  of 2002.  Additionally,  during the third and fourth
quarters  of 2003,  we recorded  one-time  reductions  of  accruals  for certain
subscriber-related  costs  recorded in prior  periods of $763,000 and  $750,000,
respectively.  We expect  the  number of our  subscribers  to remain  relatively
constant to levels at December 31, 2003 as we continue to improve our subscriber
profile,  which we expect will result in comparable costs of subscriber  airtime
year over year.

      Cost of equipment  revenue.  Cost of equipment  revenue  decreased to $1.2
million  for the year ended  December  31,  2003 from $8.5  million for the year
ended December 31, 2002.  This decrease was primarily due to our  outsourcing of
device provisioning to EarthLink, as well as decreased inventory related charges
of  approximately  $47,000 for the year ended December 31, 2003 compared to $1.6
million for the year ended  December  31,  2002 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.  We
anticipate  cost of  equipment  revenue to  increase  slightly as we continue to
provide devices to new subscribers of our Wynd services.

      Cost of network operations.  Cost of network operations  decreased to $1.8
million  for the year ended  December  31,  2003 from $3.1  million for the year
ended  December 31, 2002.  We expect our cost of network  operations  to decline
further  as a result of our  planned  consolidation  of our  GoWeb and  WyndTell
production systems into a single data center operated by a third party provider.

      Sales  and  marketing.  Sales and  marketing  expenses  decreased  to $1.1
million  for the year ended  December  31,  2003 from $8.0  million for the year
ended  December  31,  2002.  This  decrease   primarily  was  due  to  decreased
advertising and marketing activities of $2.0 million including advertising costs
paid to third parties of  approximately  $1.3 million and a decrease in salaries
and  benefits  for  personnel  performing  sales  and  marketing  activities  of
approximately


                                       26
<PAGE>

$3.5 million. Additionally, during the year ended December 31, 2003, we recorded
a $372,000  one-time  reduction  of  accruals  for certain  sales and  marketing
expenses  recorded in prior periods.  We expect sales and marketing  expenses to
increase  as a  percentage  of  sales  during  2004  as  compared  to 2003 as we
introduce new products and services to the consumer marketplace.

      General and administrative.  General and administrative expenses decreased
to $9.6 million for the year ended  December 31, 2003 from $29.1 million for the
year ended  December  31, 2002.  This  decrease  primarily  was due to decreased
professional fees for infrastructure  buildout and general corporate  activities
of  approximately  $9.6 million,  decreased  salaries and benefits for personnel
performing   business   development   and  general   corporate   activities   of
approximately  $2.7  million,  amounts  paid to third  parties for  professional
services of  approximately  $2.3 million,  a decrease in our bad debt expense of
approximately  $2.7 million,  and decreased facility costs of approximately $1.6
million.  Additionally,  during the fourth quarter of 2003, we recorded one-time
reductions of deferred  rent for certain long term lease related costs  recorded
in prior periods of $347,000.  We expect general and administrative  expenses to
decline as a result of our  renegotiation of certain lease  agreements  combined
with our planned consolidation of business operations.

      Research and development.  Research and development  expense  decreased to
$1.2 million for the year ended December 31, 2003 from $3.5 million for the year
ended December 31, 2002. This decrease  primarily was due to decreased  salaries
and benefits for personnel  performing research and development  activities.  We
expect  research and  development  expenses to continue to decline as we utilize
internal resources to develop and maintain our WyndTell and Go.Web  technologies
rather than using outside consultants.

      Amortization of goodwill and other  intangibles.  Amortization of goodwill
and other  intangibles  decreased  for the year ended  December 31, 2003 to $1.1
million from $1.5 million for the year ended  December 31, 2002.  This  decrease
primarily was due to certain of our other  intangibles  being fully amortized as
of December 31, 2002. We expect  amortization  of goodwill and other  intangible
assets to decline further as a result of additional classes of intangible assets
becoming fully amortized during 2004.

      Impairment  of goodwill  and other  long-lived  assets.  During the second
quarter of 2003 and third quarter of 2002, 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 Outback.
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 2004 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 $193,000 and $8.4 million
were  recorded  during  the second  quarter  of 2003 and third  quarter of 2002,
respectively,  reflecting the amount by which the carrying  amount of the assets
exceed their  respective fair values.  The write-down  consisted of $193,000 and
$8.4 million for goodwill during the second quarter of 2003 and third quarter of
2002,  respectively.  In addition,  impairment  charges  related to property and
equipment  totaling $1.2 million and $5.6 million were recorded  during 2003 and
2002,


                                       27
<PAGE>

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".

      Gain on sale of subscribers. Gain on sale of subscribers resulted from our
comprehensive   strategic  alliance  whereby  EarthLink  purchased  all  of  the
Company's  cellular digital packet data (CDPD) subscribers as well as certain of
the  Company's  Cingular and Motient  network  subscribers.  As a result of this
agreement,  we recorded a gain on the sale of subscribers  of $1,756,000  during
2003.

      Settlement Gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result,  the Company
has recorded settlement gains totaling $85,000.

      Interest  (expense) income,  net. The Company incurred interest expense of
$275,000  for the year ended  December 31, 2003  compared to interest  income of
$191,000 for the year ended December 31, 2002.  This change was primarily due to
the amortization of deferred debt expense and discount  recorded on bridge notes
payable.

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. Our average  monthly
revenue per user, or ARPU,  decreased to $23.53 for the year ended  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 were 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.

      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.


                                       28
<PAGE>

      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.

      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.

      Cost of network operations.  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.

      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.

      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.

      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.

      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.


                                       29
<PAGE>

      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
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.

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, 2003 have an accumulated deficit of $264.4 million. During 2003,
we  incurred a net loss of $8.2  million  and used $7.9  million of cash to fund
operating  activities.  As of December 31, 2003 we had $568,000 in cash and cash
equivalents  ($210 at February 27,  2004).  In  execution of our 2003  operating
plan,  we took  steps to reduce  our  annual  payroll  by more than 60% and took
further actions to reduce sales and marketing expenses. In addition we completed
the implementation of the agreements associated with our comprehensive strategic
alliance with EarthLink.  As a result of the completed  implementation  of these
agreements,  we anticipate  continuing  to generate  revenues from three primary
sources,  (i)  recurring  service  revenue;  (ii)  software  revenue;  and (iii)
activation  bounties.  Our 2004  operating plan includes  further  reductions in
facility  costs as a result of our successful  renegotiation  of long term lease
obligations and consolidation of our business operations. This will be partially
offset by increases in sales and  marketing  expenditures  from levels  incurred
during  2003  as  we  introduce  new  products  and  services  to  the  consumer
marketplace.  We currently  anticipate that our available cash  resources,  when
coupled


                                       30
<PAGE>

with the net proceeds from the financing  described below, will be sufficient to
fund our  operating  needs for at least the next 12 months.  At this time, we do
not have any bank credit  facility or other  working  capital  credit line under
which we may  borrow  funds  for  working  capital  or other  general  corporate
purposes.

      During 2003, our available cash decreased substantially. This reduction in
liquidity  created  significant  constraints on the manner in which our business
operated. Additionally,  during 2003 we retained an outside advisor to assist us
in  analyzing  various  steps that we may take to enhance our  liquidity,  which
included  exploration of the sale or other disposition of certain of our assets.
During the fourth  quarter of 2003 and in  preparation of seeking new investors,
we ceased exploration of asset sales and commenced  negotiations with certain of
our largest creditors.

      On December 19, 2003, we entered into definitive  agreements with multiple
investors providing for the investors to purchase shares of our Common Stock and
warrants,  for an  aggregate  purchase  price  of  $14.5  million  in a  private
placement offering (the "Financing").  As part of the Financing, on December 19,
2003,  we  received an  approximately  $1 million  secured  bridge loan from the
investors.  The notes issuable in connection with the bridge financing converted
into  Common  Stock  upon  consummation  of the  Financing.  The  closing of the
Financing  occurred  on March  10,  2004,  immediately  after  our  stockholders
approved the issuance of the securities issuable pursuant to the Financing.  The
Company received net proceeds (after  estimated  expenses) from the Financing of
approximately  $13  million,  including  the  amount  loaned to the  Company  on
December 19, 2003.  Approximately  $300,000 of the net proceeds  will be used to
repay  existing  indebtedness,  consisting  of  $120,000  to  Verizon  Wireless,
$100,000 to Metricom and $80,000 to Motient.  In  addition,  $600,000 of the net
proceeds  will support a letter of credit in favor of Cingular.  Pursuant to the
Financing,  we issued  96,820,796  shares of Common Stock and issued warrants to
purchase a total of  10,992,976  shares of Common Stock at an exercise  price of
$0.15 per share.

      In connection  with the Financing,  we entered into a Registration  Rights
Agreement  that  required  us to file,  not later  than  February  27,  2004,  a
registration  statement covering the Common Stock sold in the Financing,  shares
issued or issuable to certain of our creditors,  pursuant to agreements executed
in  advance  of  the  first  closing,   in  settlement  of  certain   historical
liabilities,  and  shares  underlying  certain  warrants.  In the event that the
registration  statement is not (a) timely filed and/or (b) declared effective by
the  Securities  and Exchange  Commission by April 27, 2004,  then each investor
will be entitled to receive  additional  shares of Common Stock (the "Additional
Shares")  equal in value to 3% of the  shares  then owned by such  investor,  or
which the investor then has the right to acquire,  for each 30-day period or pro
rata portion of such period following the date of the applicable  deadline until
the  applicable  condition  is met.  The  Additional  Shares  issuable by us for
failure to meet the registration  requirements  will not exceed 12% of the total
shares then owned by each  investor or which each investor then has the right to
acquire.  Since  we were not be able to file the  registration  statement  until
after we closed the private placement, we know that we will be required to issue
at least 3% of the  total  shares  then  owned by each  investor  or which  each
investor then has the right to acquire.


                                       31
<PAGE>

      Net cash used in operating activities was $7.9 million,  $29.0 million and
$68.5  million  for  the  years  ended   December  31,  2003,   2002  and  2001,
respectively. The principal use of cash in each of these periods was to fund our
losses from operations.

      Net cash  provided  by/(used in)  investing  activities  was $2.6 million,
($448,000) and ($10.3)  million for the years ended December 31, 2003,  2002 and
2001,  respectively.  For the year ended  December 31, 2003, we provided cash by
release of funds  previously  restricted  and through the sale of subscribers to
Earthlink.  These amounts were partially  offset from the purchases of property,
equipment and leasehold  improvements  as well as an  acquisition of subscribers
for our Wynd subsidiary. For the years ended December 31, 2002 and 2001, we used
cash in investment activities  principally for purchases of property,  equipment
and  leasehold  improvements.  During  2004,  we expect to use cash in investing
activities  through capital  expenditures  and increases in restricted cash from
creditor settlements.

      Net cash provided by financing  activities was $914,000 for the year ended
December 31, 2003.  This primarily  resulted from the issuance of a note payable
in  connection  with the  above-mentioned  bridge  financing and the issuance of
common  stock from the  exercise of stock  options.  Net cash used in  financing
activities  was $533,000 and $649,000 for the years ended  December 31, 2002 and
2001,  respectively.  This  resulted  primarily  from  payments  made  on  lease
obligations  and was  partially  offset by the issuance of common stock upon the
exercise of stock options.

      As  of  December  31,  2003,  our  principal   commitments   consisted  of
obligations  outstanding under operating leases. As of December 31, 2003, future
minimum payments for  non-cancelable  operating leases having terms in excess of
one year amounted to $158,000, of which $145,000 is payable in 2004.

      The following table summarizes our contractual obligations at December 31,
2003, and the effect such  obligations are expected to have on our liquidity and
cash flow in future periods.

                                         Less than     1-3       4-5     After 5
December 31, (In thousands)      Total     1 Year     Years     Years     Years

Contractual Obligations:
   Capital Lease
      Obligations ............    $ 13      $ 13      $ --      $ --      $ --
   Operating Lease
      Obligations ............     158       145        13        --        --
                                  ----      ----      ----      ----      ----
   Total Contractual Cash
      Obligations ............    $171      $158      $ 13      $ --      $ --
                                  ====      ====      ====      ====      ====

      We have 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 $150,000 at December 31, 2003.


                                       32
<PAGE>

      As of December  31,  2003,  we had net  operating  loss  carryforwards  of
approximately  $182.5  million for Federal  income tax purposes that will expire
through 2021. The state tax benefit during 2003 of $284,000 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.  In
addition,  we have not performed a detailed  analysis to determine the amount of
the potential limitations as a result of the Financing.

Recent Accounting Pronouncements

      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.  The adoption of this  statement  did not have a
significant impact on our results of operations.

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

      In November  2002,  the  Emerging  Issues Task  Force,  "EITF",  reached a
consensus on Issue No. 00-21,  "Revenue  Arrangements  with  Multiple  Elements"
(EITF No. 00-21), which addresses certain aspects of accounting for arrangements
that include multiple products or services.  Specifically this issue states that
in an  arrangement  with multiple  deliverables,  the delivered  items should be
considered a separate unit of accounting if: (1) the delivered  items have value
to the  customer on a  standalone  basis,  (2) there is  objective  and reliable
evidence of the fair value of the  undelivered  items,  and (3) the  arrangement
includes a general right of return  relative to the delivered item, and delivery
or performance of the undelivered items is considered probable and substantially
within our control. Additionally, the Issue states that the consideration should
be allocated  among the separate  units of accounting  based upon their relative
fair values.  If there is objective  and reliable  evidence of the fair value of
the  undelivered  items in an arrangement but no such evidence for the delivered
items, then the residual method


                                       33
<PAGE>

should be used to allocate the  consideration.  Under the residual  method,  the
amount of  consideration  allocated  to the  delivered  items  equals  the total
consideration   less  the  aggregate  fair  value  of  the  undelivered   items.
Accordingly,  the application of EITF No. 00-21 may impact the timing of revenue
recognition  as  well as the  allocation  between  products  and  services.  The
adoption of EITF No. 00-21 for transactions  entered into after July 1, 2003 did
not have a significant impact on our consolidated financial statements.

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

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


                                       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, 2003, all of our available
excess  funds  were  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  $10,000 based on cash and cash equivalent balances
at December 31, 2003.  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>

Item 9A. Controls and Procedures.

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

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


                                       36
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers.

      We  maintain  a code  of  ethics  applicable  to our  principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  and to persons performing similar functions. A copy of this code of
ethics      is      posted      on      our      website      accessible      at
http://www.goamerica.com/media_center.

      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. Principal Accountant Fees and Services.

      We will provide  information  that is responsive to this Item 14 regarding
accounting  fees  and  services  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
"Principal Accountant Fees and Services" or "Accounting  Matters",  and possibly
elsewhere  therein.  That  information  is  incorporated  in  this  Item  14  by
reference.


                                       37
<PAGE>

                                    PART IV

Item 15. Exhibits, Financial Statements 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 E-1

(b)      Reports on Form 8-K.

         During the last quarter of the fiscal year ended December 31, 2003, the
         Registrant filed six Current Reports on Form 8-K with the Commission:

         On October 27,  2003,  the Company  filed a Current  Report on Form 8-K
         (under  Items  5 and 7)  regarding  the  Nasdaq  Stock  Market  Listing
         Qualifications  Panel granting the Company  additional time, through at
         least  December 1, 2003,  to regain  compliance  with the  Nasdaq's one
         dollar  minimum bid price per share  rule,  and the setting of the 2003
         Annual Meeting date and Record Date therefore.

         On November 19, 2003,  the Company  filed a Current  Report on Form 8-K
         (under Items 5 and 12) regarding the  Company's  financial  results for
         the three months ended September 30, 2003 (not deemed "filed"  pursuant
         to the rules of the SEC).

         On November 24, 2003,  the Company  filed a Current  Report on Form 8-K
         (under Items 5 and 7) regarding  the  Company's  settlement of its long
         term lease obligations for the Company's headquarters.

         On December 1, 2003,  the  Company  filed a Current  Report on Form 8-K
         (under  Items 5 and 7)  regarding  the  Company's  press  release  with
         respect to its  anticipated  continued  listing on the Nasdaq  SmallCap
         Market.


                                       38
<PAGE>

         On December 23, 2003,  the Company  filed a Current  Report on Form 8-K
         (under  Items  5 and 7)  regarding  (i)  Nasdaq's  notification  to the
         Company that its temporary exception to Nasdaq's minimum bid price rule
         was  extended  through at least  January 30, 2004,  (ii) the  Company's
         execution of financing  agreements with multiple  investors,  and (iii)
         the Company's press releases with respect to strategy and operations.

         On December 24, 2003,  the Company  filed a Current  Report on Form 8-K
         (under  Items  5 and 7)  regarding  additional  information  about  its
         proposed  financing and the  settlement of a material  litigation  with
         Eastern Computer Exchange, Inc.


                                       39
<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 10th day of March,
2004.

                                                     GOAMERICA, INC.

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


                                       40
<PAGE>

      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/ Aaron Dobrinsky         Chairman of the Board                 March 10, 2004
-------------------------
    Aaron Dobrinsky

/s/ Daniel R. Luis          Chief Executive Officer               March 10, 2004
-------------------------   (Principal Executive Officer)
    Daniel R. Luis

/s/ Donald G. Barnhart      Chief Financial Officer               March 10, 2004
-------------------------   (Principal Financial and
    Donald G. Barnhart      Accounting Officer)

/s/ Joseph Korb             Director                              March 10, 2004
-------------------------
    Joseph Korb

/s/ Alan Docter             Director                              March 10, 2004
-------------------------
    Alan Docter

/s/ Mark Kristoff           Director                              March 10, 2004
-------------------------
    Mark Kristoff

/s/ King Lee                Director                              March 10, 2004
-------------------------
    King Lee



                                       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 November
            13, 2001, by and among GoAmerica,  Inc.,  GoAmerica  Acquisition III
            Corp., OutBack Resource Group, Inc. and certain shareholders thereof
            (Incorporated  by reference to Exhibit 2.1 of GoAmerica's  Quarterly
            Report on Form 10-Q for the quarter ended  September 30, 2001) (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 Exhibit 3.1 of GoAmerica's  Quarterly
            Report on Form 10-Q for the quarter  ended June 30,  2000) (File No.
            000-29359)

3.2         Amendment   No.  1  to   Amended   and   Restated   Certificate   of
            Incorporation,  as filed with the Secretary of State of the State of
            Delaware on March 10, 2004 (filed herewith)

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

(4)         Instruments  defining  the  rights of  security  holders,  including
            indentures

4.1         Warrant to Purchase  Common Stock of GoAmerica,  Inc. issued to Sony
            Electronics,   Inc.   by   GoAmerica,   Inc.   on  January  1,  2001
            (Incorporated  by  reference  to Exhibit 4.3 of  GoAmerica's  Annual
            Report on Form 10-K for the fiscal  year ended  December  31,  2000)
            (File No. 000-29359)

4.2         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 Exhibit 10.2 of GoAmerica's
            Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
            2001) (File No. 000-29359)

                                       42
<PAGE>

Exhibit No.                        Description of Exhibit
-----------                        ----------------------

4.3         Warrant to  Purchase  Common  Stock of  GoAmerica,  Inc.,  issued to
            Stellar  Continental  LLC on  November  14,  2003  (Incorporated  by
            reference to Exhibit 4.1 of  GoAmerica's  Current Report on Form 8-K
            filed with the  Securities  and Exchange  Commission on November 24,
            2003) (File No. 000-29359)

4.4         Warrant to Purchase Common Stock of GoAmerica,  Inc.,  issued to the
            Investors  and  designees  of  GoAmerica's   placement   agent  upon
            consummation  of the second  closing  contemplated  by the  Purchase
            Agreement included as Exhibit 10.35 below (Incorporated by reference
            to Exhibit 4.5 of GoAmerica's  Current Report on Form 8-K filed with
            the Securities  and Exchange  Commission on December 24, 2003) (File
            No. 000-29359)

4.5         Warrant to Purchase Common Stock of GoAmerica, Inc., issued to Derek
            Caldwell as nominee for Sunrise  Securities  Corp. on December [18],
            2003  (Incorporated  by  reference  to  Exhibit  4.6 of  GoAmerica's
            Current  Report on Form 8-K filed with the  Securities  and Exchange
            Commission on December 24, 2003) (File No. 000-29359)

4.6         Warrant to Purchase Common Stock of GoAmerica, Inc., issued to Amnon
            Mandelbaum as nominee for Sunrise Securities Corp. on December [18],
            2003  (Incorporated  by reference to  GoAmerica's  Current Report on
            Form 8-K  filed  with the  Securities  and  Exchange  Commission  on
            December 24, 2003) (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
            Exhibit 10.5 of 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 Exhibit 10.6 of  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,  Wynd and
            Cingular  Interactive,  L.P.,  dated as of December  30, 2003 (filed
            herewith)


                                       43
<PAGE>

Exhibit No.                        Description of Exhibit
-----------                        ----------------------

10.4=       Reseller  Agreement for Messaging  Services by and between GoAmerica
            and ARDIS Company (now Motient  Communications  Inc.),  dated August
            25, 1999  (Incorporated  by reference to Exhibit 10.4 of 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 Exhibit 10.3 of  GoAmerica's  Quarterly  Report on Form
            10-Q for the  quarter  ended  June 30,  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 Exhibit 10.1
            of GoAmerica's  Quarterly  Report on Form 10-Q for the quarter ended
            June 30, 2002) (File No. 000-29359)

10.9*       Employment Agreement by and between GoAmerica and Joseph Korb, dated
            as of May 6, 2002  (Incorporated  by  reference  to Exhibit  10.2 of
            GoAmerica's Quarterly Report on Form 10-Q for the quarter ended June
            30, 2002) (File No. 000-29359)

10.10*      Employment  Agreement by and between GoAmerica and Jesse Odom, dated
            as of May 6, 2002  (Incorporated  by  reference  to Exhibit  10.5 of
            GoAmerica's Quarterly Report on Form 10-Q for the quarter ended June
            30, 2002) (File No. 000-29359)

10.11*      GoAmerica  Communications Corp. 1999 Stock Option Plan (Incorporated
            by reference to Exhibit 10.11 of GoAmerica's  Registration Statement
            on Form S-1  which  became  effective  on April 6,  2000)  (File No.
            333-94801)

10.12*      GoAmerica,  Inc.  1999  Stock Plan  (Incorporated  by  reference  to
            Exhibit  10.12 of  GoAmerica's  Registration  Statement  on Form S-1
            which became effective on April 6, 2000) (File No. 333-94801)

10.13*      GoAmerica,  Inc.  Employee  Stock  Purchase  Plan  (Incorporated  by
            reference to Exhibit 10.13 of 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
-----------                        ----------------------

10.14       Lease  Agreement,  dated as of  November  14,  2003,  by and between
            GoAmerica   Communications   Corp.  and  Stellar   Continental   LLC
            (Incorporated  by reference to Exhibit 10.2 of  GoAmerica's  Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on November 24, 2003) (File No. 000-29359)

10.15       Surrender Agreement, dated as of November 14, 2003, among GoAmerica,
            Inc.,  GoAmerica  Communications  Corp. and Stellar  Continental LLC
            (Incorporated  by reference to Exhibit 10.1 of  GoAmerica's  Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on November 24, 2003) (File No. 000-29359)

10.16       Purchase  Agreement,  dated as of December 19, 2003,  by and between
            GoAmerica, Inc. and the Investors set forth therein (Incorporated by
            reference to Exhibit 4.1 of  GoAmerica's  Current Report on Form 8-K
            filed with the  Securities  and Exchange  Commission on December 24,
            2003) (File No. 000-29359)

10.17       Registration Rights Agreement, dated as of December 19, 2003, by and
            between  GoAmerica,   Inc.  and  the  Investors  set  forth  therein
            (Incorporated  by  reference to Exhibit 4.2 of  GoAmerica's  Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on December 24, 2003) (File No. 000-29359)

10.18=      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)

10.19=      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)

10.20=      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)

10.21=      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)


                                       45
<PAGE>

Exhibit No.                        Description of Exhibit
-----------                        ----------------------

(21)        Subsidiaries of GoAmerica, Inc.

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

(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)

(31)        Personal   Certifications   Pursuant   to   Section   302   of   the
            Sarbanes-Oxley Act of 2002

31.1        Certification of Chief Executive Officer

31.2        Certification of principal financial officer

(32)        Personal   Certifications   Pursuant   to   Section   906   of   the
            Sarbanes-Oxley Act of 2002

32.1        Certification of Chief Executive Officer

32.2        Certification of principal financial officer

(99)        Additional Exhibits

99.1        Risk Factors (filed herewith)

#     Certain  portions of this exhibit  have been omitted  based upon a request
      for confidential treatment. The omitted portions of this exhibit have been
      filed  separately  with  the  Securities  and  Exchange  Commission  on  a
      confidential basis.

=     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.


                                       46
<PAGE>

                                 GOAMERICA, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                        AND FINANCIAL STATEMENT SCHEDULE

                                                                          Page
                                                                          ----

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

Consolidated Balance Sheets as of December 31, 2003 and 2002 ...........   F-4

Consolidated Statements of Operations for the years ended
   December 31, 2003, 2002 and 2001 ....................................   F-5

Consolidated Statements of Stockholders' Equity for the years ended
   December 31, 2003, 2002 and 2001 ....................................   F-6

Consolidated Statements of Cash Flows for the years ended
   December 31, 2003, 2002 and 2001 ....................................   F-7

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

Financial Statement Schedule:

    Valuation and Qualifying Accounts and Reserves for the years ended
    December 31, 2003, 2002 and 2001 ...................................   F-35

   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.


                                      F-1
<PAGE>

                         Report of Independent Auditors

The Board of Directors and Stockholders
GoAmerica, Inc.

      We have audited the accompanying consolidated balance sheets of GoAmerica,
Inc. as of December 31, 2003 and 2002, and the related  consolidated  statements
of operations,  stockholders' equity and cash flows for the years ended December
31, 2003 and 2002. Our audits also included the financial statement schedule for
the years ended December 31, 2003 and 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 audits.

      We conducted our audits 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  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,  2003  and  2002,  and the  consolidated  results  of their
operations  and their cash flows for the years ended  December 31, 2003 and 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.

                                                   /s/ WithumSmith + Brown, P.C.

New Brunswick, New Jersey
March 4, 2004, except for note 18 as to which the date is March 10, 2004


                                      F-2
<PAGE>

                         Report of Independent Auditors

The Board of Directors and Stockholders
GoAmerica, Inc.

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity  (deficit) and cash flows for the year ended  December 31,
2001.  Our audits also  included the financial  statement  schedule for the year
ended  December  31,  2001 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 results of operations  and cash flows of GoAmerica,
Inc.  for the year ended  December  31,  2001,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial  statement schedule for the year ended December 31, 2001, 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>

                                 GOAMERICA, INC.
                           Consolidated Balance Sheets

                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                                ------------------------
                                                                                   2003           2002
                                                                                ---------      ---------
<S>                                                                             <C>            <C>
Assets
Current assets:
   Cash and cash equivalents ..............................................     $     568      $   4,982
   Accounts receivable, less allowance for doubtful accounts of $1,213
   in 2003 and $3,418 in 2002 .............................................         1,737          5,780
   Other receivables ......................................................           534             --
   Merchandise inventories, net ...........................................           213          1,046
   Prepaid expenses and other current assets ..............................           115            520
                                                                                ---------      ---------
Total current assets ......................................................         3,167         12,328

Restricted cash ...........................................................            --            950
Property, equipment and leasehold improvements, net .......................         1,606          4,685
Trade names, net of accumulated amortization of $4,019 in 2003
   and $3,651 in 2002 .....................................................           553            921
Other intangible assets, net of accumulated amortization of $6,442
   in 2003 and $5,729 in 2002, respectively ...............................           251            546

Goodwill, net .............................................................         6,000          6,193
Deferred debt and other financing expense, net ............................         1,091             --
Other assets ..............................................................           297          1,142
                                                                                ---------      ---------
Total assets ..............................................................     $  12,965      $  26,765
                                                                                =========      =========

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable .......................................................     $   1,472      $   4,694
   Accrued expenses .......................................................         3,040          5,917
   Bridge note payable, net of discount of $390 ...........................           625             --
   Deferred revenue .......................................................           673          2,406
   Other current liabilities ..............................................            13            348
                                                                                ---------      ---------
Total current liabilities .................................................         5,823         13,365

Other long term liabilities ...............................................            --            383
Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.01 par value; authorized: 4,351,943 in 2003
      and 2002; issued and outstanding: none in 2003 and 2002 .............            --             --
   Common stock, $.01 par value; authorized: 200,000,000 in 2003
      and 2002; issued and outstanding: 54,788,618 in 2003 and
      54,026,057 in 2002, respectively ....................................           548            540
   Additional paid-in capital .............................................       271,025        269,015
   Deferred employee compensation .........................................            --           (314)
   Accumulated deficit ....................................................      (264,431)      (256,224)
                                                                                ---------      ---------
Total stockholders' equity ................................................         7,142         13,017
                                                                                ---------      ---------
Total liabilities and stockholders' equity ................................     $  12,965      $  26,765
                                                                                =========      =========
</TABLE>

                             See accompanying notes.


                                      F-4
<PAGE>

                                 GOAMERICA, INC.
                      Consolidated Statements of operations

                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                       Years ended December 31,
                                                          ----------------------------------------------
                                                              2003             2002             2001
                                                          -----------      -----------      -----------
<S>                                                       <C>              <C>              <C>
Revenues:
   Subscriber .......................................     $    10,108      $    29,017      $    28,308
   Equipment ........................................           1,042            6,560           10,088
   Other ............................................             728              335              618
                                                          -----------      -----------      -----------
                                                               11,878           35,912           39,014

Costs and expenses:
   Cost of subscriber revenue .......................           2,669           20,434           22,578
   Cost of equipment revenue ........................           1,152            8,537           20,665
   Cost of network operations .......................           1,828            3,074            3,264
   Sales and marketing ..............................           1,072            8,038           24,700
   General and administrative .......................           9,617           29,082           40,685
   Research and development .........................           1,209            3,456            4,174
   Depreciation and amortization of fixed assets ....           1,912            4,342            2,987
   Amortization of goodwill and other
   intangibles ......................................           1,081            1,483           18,398
   Impairment of goodwill ...........................             193            8,400           12,991
   Impairment of other intangible assets ............              --               --           12,423
   Impairment of other long-lived assets ............           1,202            5,582               97
                                                          -----------      -----------      -----------
                                                               21,935           92,428          162,962
                                                          -----------      -----------      -----------
Loss from operations ................................         (10,057)         (56,516)        (123,948)

Other income (expense):
   Gain on sale of subscribers ......................           1,756               --               --
   Settlement gains, net ............................              85               --               --
   Interest (expense) income, net ...................            (275)             191            3,099
                                                          -----------      -----------      -----------
                                                                1,566              191            3,099
                                                          -----------      -----------      -----------
Net loss before benefit from income taxes ...........          (8,491)         (56,325)        (120,849)
   Income tax benefit ...............................             284              436              578
                                                          -----------      -----------      -----------
Net loss ............................................     $    (8,207)     $   (55,889)     $  (120,271)
                                                          ===========      ===========      ===========
Basic net loss per share ............................     $     (0.15)     $     (1.04)     $     (2.27)
                                                          ===========      ===========      ===========
Diluted net loss per share ..........................     $     (0.15)     $     (1.04)     $     (2.25)
                                                          ===========      ===========      ===========

Weighted average shares used in computation of
   basic net loss per share .........................      54,259,237       53,845,787       53,027,209

Weighted average shares used in computation of
   diluted net loss per share .......................      54,259,237       53,869,236       53,353,958
</TABLE>

                             See accompanying notes.


                                      F-5
<PAGE>

                                 GOAMERICA, INC.
                 Consolidated Statements of Stockholders' Equity

                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                           Common Stock                                                     Total
                                                      ---------------------    Additional    Deferred                       stock-
                                                        Number                  paid-in      employee     Accumulated      holders'
                                                       of shares     Amount     capital    compensation     deficit         equity
                                                      ----------     ------    ----------  ------------   -----------     ----------
<S>                <C>                                <C>             <C>      <C>            <C>          <C>            <C>
Balance at January 1, 2001 .....................      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
   Issuance of common stock pursuant to:
      exercise of employee stock
          options ..............................         714,483         7           251           --             --            258
      employee stock purchase plan .............          48,078         1            12           --             --             13
   Issuance of warrant to settle lease
      commitment ...............................              --        --           440           --             --            440
   Issuance of warrant to placement agent to
      secure bridge note financing .............              --        --           292           --             --            292
   Fair value of warrants issued to investors
      as part of bridge note financing .........              --        --           487           --             --            487
   Value of beneficial conversion feature of
      convertible bridge note financing ........              --        --           528           --             --            528
   Amortization of deferred employee
      compensation .............................              --        --            --          314             --            314
   Net loss ....................................              --        --            --           --         (8,207)        (8,207)
                                                      ----------      ----     ---------      -------      ---------      ---------
Balance at December 31, 2003 ...................      54,788,618      $548     $ 271,025      $    --      $(264,431)     $   7,142
                                                      ==========      ====     =========      =======      =========      =========
</TABLE>

                             See accompanying notes.


                                      F-6
<PAGE>

                                 GOAMERICA, INC.
                      Consolidated Statements of Cash Flows

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                     Years ended December 31,
                                                                              ------------------------------------
                                                                                2003         2002          2001
                                                                              -------      --------      ---------
<S>                                                                           <C>          <C>           <C>
Operating activities
Net loss ................................................................     $(8,207)     $(55,889)     $(120,271)
Adjustments to reconcile net loss to net cash used
   in operating activities:
      Depreciation and amortization .....................................       2,993         5,825         21,385
      Amortization of debt discount and deferred financing costs ........         248            --             --
      Impairment of goodwill ............................................         193         8,400         12,991
      Impairment of other intangible assets .............................          --            --         12,423
      Impairment of other long-lived assets .............................       1,202         5,582             97
      Provision for losses on accounts receivable .......................         534         3,221          4,197
      Accrued loss on sublease ..........................................         509            --             --
      Gain on sale of subscribers .......................................      (1,756)           --             --
      Non-cash employee compensation ....................................         314         2,315          3,971
      Non-cash warrant expense ..........................................         440            --             --

      Non-cash marketing expense ........................................          --            --          2,086
      Other non-cash charges ............................................           7            --            254
      Changes in operating assets and liabilities:
         Decrease (increase) in accounts receivable .....................       3,509          (329)        (7,852)
         Increase in other receivables ..................................        (534)           --             --
         Decrease in inventory ..........................................         833         6,921          6,054
         Decrease in prepaid expenses and other current assets ..........         405         1,853          1,384
         Decrease in accounts payable ...................................      (3,374)       (4,982)          (259)
         Decrease in accrued expenses and other current liabilities .....      (3,496)       (1,532)        (5,582)
         (Decrease) increase in deferred revenue ........................      (1,733)         (399)           623
                                                                              -------      --------      ---------
Net cash used in operating activities ...................................      (7,913)      (29,014)       (68,499)

Investing activities
Purchase of property, equipment and leasehold improvements ..............         (35)         (451)        (9,159)
Proceeds from the sale of subscribers ...................................       1,756            --             --
Acquisition of subscribers ..............................................        (368)           --             --
Purchase of patents .....................................................          --            --         (1,000)
Acquisition of businesses, net of cash acquired .........................          --            --           (127)
Change in other assets and restricted cash ..............................       1,232             3             --
                                                                              -------      --------      ---------
Net cash provided by (used in) investing activities .....................       2,585          (448)       (10,286)

Financing activities
Issuance of common stock ................................................         271           178            271
Issuance of note payable and warrant, net of financing costs of $215 ....         800            --             --
Payments made for deferred financing costs ..............................        (112)           --             --
Purchase of treasury stock ..............................................          --            --            (49)
Payments made on capital lease obligations ..............................         (45)         (711)          (871)
                                                                              -------      --------      ---------
Net cash provided by (used in)  by financing activities .................         914          (533)          (649)
                                                                              -------      --------      ---------
Decrease in cash and cash equivalents ...................................      (4,414)      (29,995)       (79,434)
Cash and cash equivalents at beginning of year ..........................       4,982        34,977        114,411
                                                                              -------      --------      ---------
Cash and cash equivalents at end of year ................................     $   568      $  4,982      $  34,977
                                                                              =======      ========      =========
</TABLE>

                             See accompanying notes.


                                      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") is a wireless data communications service
provider,  offering  solutions  primarily for  consumers  who are deaf,  hard of
hearing and/or  speech-impaired.  The Company  currently  develops,  markets and
supports  most  of  these  services  through  Wynd  Communications   Corporation
("Wynd"), a wholly owned subsidiary of the Company.  Wynd Communications  offers
enhanced services known as WyndTell(R) and  WyndPower(TM),  which assist deaf or
hard of hearing customers in communicating from most major metropolitan areas in
the  continental  United  States  and parts of Canada.  Additionally,  GoAmerica
continues  to support  customers  who use our  proprietary  software  technology
called Go.Web(TM).  GoWeb is designed for use mainly by enterprise  customers to
enable  secure  wireless  access to corporate  data and the Internet on numerous
wireless computing devices.  The Company's revenues are derived principally from
subscriptions  to its  value-added  wireless data services,  for which customers
typically pay monthly  recurring  fees. The Company derives  additional  revenue
from  the sale of  wireless  communications  devices  and  commissions  from the
acquisition of subscribers on behalf of various wireless network providers.

      The Company is highly  dependent  on  EarthLink,  Inc.  ("Earthlink")  for
billing and collections,  customer support and technical  support for certain of
our subscribers.  Additionally, the Company is highly dependent on EarthLink and
other third  parties for wireless  communication  devices and  wireless  network
connectivity.

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

      The Company has incurred significant  operating losses since its inception
and, as of December 31, 2003,  has an  accumulated  deficit of $264,431.  During
2003, the Company  incurred a net loss of $8,207 and used $7,913 of cash to fund
operating  activities.  As of December 31, 2003 the Company had $568 in cash and
cash  equivalents  ($210 at February 27, 2004,  unaudited).  In execution of the
2003 operating plan, the Company took steps to reduce its annual payroll by more
than 60% and took further actions to reduce sales and marketing  expenses,  some
of which resulted from the implementation of the Earthlink  agreements (See Note
3).

      In light of the  Company's  financial  situation,  the Company  sought new
equity  financing  and  consummated  a $14,500  financing in March 2004 with the
receipt of $12,000,  net of costs,  in new equity  financing  (see note 18). The
Company  had  previously  received  approximately  $800,  net of costs of bridge
financing, in December 2003 (see note 5).


                                      F-8
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

2.    Significant Accounting Policies

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.

Cash Equivalents

      Cash  equivalents  consist of highly liquid  investments  with an original
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. 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  primarily  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.


                                      F-10
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

      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.

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.  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, 2003 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 asset and 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. A valuation  allowance is recorded
when the  expected  recognition  of a  deferred  tax asset is  considered  to be
unlikely.

Advertising Costs

      Advertising  costs are expensed as incurred.  During 2003,  2002 and 2001,
advertising expense was approximately $23, $1,019 and $4,900, respectively.

Research and Development Costs

      Research and development costs are expensed as incurred.


                                      F-11

<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

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  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.

                                                    Year ended December 31,
                                              ----------------------------------
                                                 2003        2002        2001
                                              --------    --------    ---------
Net loss ..................................   $ (8,207)   $(55,889)   $(120,271)
Deduct: Stock-based employee compensation
expense included in reported net loss .....        314       2,315        3,971

Add: Total stock-based employee
compensation expense determined under fair
value based method for all awards .........     (3,968)     (6,966)      (9,546)
                                              --------    --------    ---------
Pro forma net loss ........................   $(11,861)   $(60,540)   $(125,846)
                                              ========    ========    =========
Loss per share - basic, as reported .......   $  (0.15)   $  (1.04)   $   (2.27)
                                              ========    ========    =========
Loss per share - diluted, as reported .....   $  (0.15)   $  (1.04)   $   (2.25)
                                              ========    ========    =========
Pro forma loss per share - basic ..........   $  (0.22)   $  (1.12)   $   (2.37)
                                              ========    ========    =========
Pro forma loss per share - diluted ........   $  (0.22)   $  (1.12)   $   (2.36)
                                              ========    ========    =========

      The pro forma  results  above are not  intended to be  indicative  of or a
projection of future results. Refer to Note 14 for assumptions used in computing
the fair value amounts above.


                                      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  loss per  share is
computed  by   dividing   the   Company's   net  loss  for  the  period  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share  excludes  potential  common  shares if the effect is
antidilutive.  The  weighted  average  number of shares  utilized in arriving at
basic loss per share reflects an adjustment for 23,449 and 326,749 common shares
for the years ended December 31, 2002 and 2001, 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.  As the Company had a net loss,  the impact of
the assumed exercise of the stock options and warrants is  anti-dilutive  and as
such, these amounts (except for warrants issued for nominal  consideration) have
been  excluded  from the  calculation  of diluted loss per share.  For the years
ended December 31, 2003, 2002 and 2001, approximately 14,552,022, 13,670,119 and
13,901,137 of common stock equivalent  shares were excluded from the computation
of diluted net 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.  At times these balances exceed the
FDIC insured limit of $100. The Company performs periodic credit  evaluations of
its customers but generally does not require collateral.

      As of December  31, 2003,  the Company had 17% of its accounts  receivable
with Earthlink.  For the year ended December 31, 2003, the Company generated 13%
of its total revenue from Earthlink.

Fair Value of Financial Instruments

      The carrying amounts of the Company's financial instruments, which include
cash  and cash  equivalents,  accounts  receivable,  accounts  payable,  accrued
expenses  and notes  payable  approximate  their  fair  values  due to the short
maturity of these items.

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
segments  in  interim  financial   reports  issued  to  shareholders.   It  also
establishes


                                      F-13
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

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

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

      In November  2002,  the  Emerging  Issues Task  Force,  "EITF",  reached a
consensus on Issue No. 00-21,  "Revenue  Arrangements  with  Multiple  Elements"
(EITF No. 00-21), which addresses certain aspects of accounting for arrangements
that include multiple products or services.  Specifically this issue states that
in an  arrangement  with multiple  deliverables,  the delivered  items should be
considered a separate unit of accounting if: (1) the delivered  items have value
to the  customer on a  standalone  basis,  (2) there is  objective  and reliable
evidence of the fair value of the  undelivered  items,  and (3) the  arrangement
includes a general right of return  relative to the delivered item, and delivery
or performance of the undelivered items is considered probable and substantially
within  the  Company's  control.   Additionally,   the  Issue  states  that  the
consideration  should be allocated among the separate units of accounting  based
upon their relative fair values.  If there is objective and reliable evidence of
the fair value of the  undelivered  items in an arrangement but no such evidence
for the delivered items, then the residual method


                                      F-14
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

should be used to allocate the  consideration.  Under the residual  method,  the
amount of  consideration  allocated  to the  delivered  items  equals  the total
consideration   less  the  aggregate  fair  value  of  the  undelivered   items.
Accordingly,  the application of EITF No. 00-21 may impact the timing of revenue
recognition  as  well as the  allocation  between  products  and  services.  The
adoption of EITF No. 00-21 for transactions  entered into after July 1, 2003 did
not  have  a  significant  impact  on  the  Company's   consolidated   financial
statements.

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

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


                                      F-15
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

3.    Lease Settlements

      On January 10,  2003,  the Company  entered  into a sublease  agreement to
partially offset the cost of unused office space at 401 Hackensack  Avenue.  The
sublease  agreement  was set to  expire  in  April  2007.  As a  result  of this
agreement, the Company recorded a loss on sublease of $610.

      The Company  entered  into two  agreements,  each dated as of November 14,
2003,  with Stellar  Continental  LLC  ("Stellar"),  the lessor of the Company's
corporate headquarters at 433 Hackensack Avenue and its office at 401 Hackensack
Avenue, both located in Hackensack,  New Jersey  (collectively,  the "Hackensack
Offices").  The  agreements  consist of a  Surrender  Agreement  and a new Lease
Agreement as well as a Warrant Certificate  (collectively,  the "Long Term Lease
Settlement").

      The Long Term  Lease  Settlement  enabled  the  Company  to cure all prior
defaults under the previous lease (the "Original Lease", as described below) and
terminated all parties'  rights and  obligations  under the Original  Lease,  in
exchange  for (i)  Stellar's  right  to  retain  $556  previously  drawn  on the
Company's  letter of credit that  secured the Original  Lease,  (ii) the Company
issuing a Warrant  to Stellar  that  allows  Stellar to acquire up to  1,000,000
shares of the Company's  Common Stock at an exercise price of 46 cents per share
at any time prior to November  14, 2008 and (iii) the  execution  of a new short
term lease  between the Company and Stellar for office  space at 433  Hackensack
Avenue.  The Long Term Lease  Settlement  also requires the Company to rent from
Stellar  any new office  space in the  Hackensack,  New Jersey  area that it may
require  over the term of the new short term lease,  on terms no less  favorable
than the New Lease.  The  sublease  agreement  described  above was  effectively
cancelled by these  settlements.  Therefore,  the Company reversed the remaining
$509 of unamortized loss on sublease.

      The warrant to purchase  1,000,000 shares of the Company's common stock at
a price of $0.46 per share was immediately  exercisable at the date of grant and
expires in five years.  The warrant had an  estimated  fair market  value at the
date of grant of  approximately  $440, as determined by using the  Black-Scholes
method and was recognized by the Company during the fourth quarter of 2003 as an
offset to the reversal of the loss on sublease  described above.  Both items are
included in settlement  gains, net in the accompanying  statement of operations.
Such warrant remains outstanding as of December 31, 2003.

      On December 23, 2003,  the Company  executed a settlement  agreement  with
Eastern Computer  Exchange,  Inc.  ("Eastern  Computer") with respect to certain
payment obligations  pursuant to two equipment leases (the "Leases") by agreeing
to pay Eastern Computer $350 upon closing the financing  discussed in note 18 in
exchange for a full release of the Company and its affiliates of the claim filed
by Eastern Computer.  Previously,  Eastern Computer had taken back the equipment
covered under the Leases.  This settlement enabled the Company to cure all prior
defaults under the Leases. The Company recorded a loss on this settlement of $7,
which is included in  settlement  gains,  net in the  accompanying  statement of
operations.


                                      F-16
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

4.    Settlement Gains and Changes in Estimates

      Settlement Gains

      In December  2003,  the Company  entered into agreement with a creditor to
settle an  obligation  for less than the recorded  amount by making a final cash
payment to this vendor prior to December 31, 2003.  The Company  recorded a gain
on settlement of approximately $64 relating to this transaction and has included
this item in settlement gains, net in the accompanying statement of operations.

      During   December  2003,  the  Company   entered  into  other   settlement
transactions,  which by their  terms,  are not  scheduled  to  consummate  until
certain events occur in 2004. See Note 11 for details.

      Changes in Estimates

      During the year ended  December  31,  2003,  the  Company,  as part of its
strategic  realignment,   reviewed  certain  liability  provisions  and  accrued
expenses  based on recent  discussions  with vendors and recorded the  following
adjustments:

      o     A $347 reduction of general and administrative  expenses relating to
            the  elimination  of an accrued  liability  for deferred rent on the
            Company's  lease  obligations at 401 and 433 Hackensack  Avenue (see
            note 3).

      o     A $1,513 reduction of accruals for certain  subscriber related costs
            based upon a finalization of amounts owed to vendors.

      o     A $372  reduction of accruals for certain sales and marketing  costs
            recorded in prior periods.

      The above amounts were recorded as changes in estimates and  reductions of
the related expenses in the accompanying 2003 statement of operations.

5.    Bridge Note Payable

      On December 19, 2003, the Company entered into definitive  agreements with
multiple investors  providing for the investors to purchase 96,666,666 shares of
the  Company's  Common  Stock,  par value  $.01  (the  "Common  Stock"),  for an
aggregate  purchase  price of  $14,500  in a  private  placement  offering  (the
"Financing")  "See Note  18-Subsequent  Events".  As part of this Financing,  on
December 19, 2003, the Company received net proceeds of approximately  $800 from
the issuance of 10% Senior Secured  Convertible  Promissory  Notes (the "Notes")
and certain  warrants.  The Notes were  purchased by the  investors at their par
value in proportional amounts to their aggregate  investment  commitments in the
Financing.  The principal on the Notes


                                      F-17
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

and accrued interest are due and payable on March 18, 2004, subject to extension
for up to another 30 days upon the  consent of the  Company and the holders of a
majority-in-interest  of the Notes.  The Notes are secured by an agreement  that
pledges the Company's common stock ownership in Wynd as collateral. Upon closing
of the Financing after stockholder approval,  the Notes and all accrued interest
automatically converted into Common Stock at a price of $0.15 per share, subject
to certain adjustments.

      The  notes  contain  a  beneficial  conversion  feature,  which  has  been
calculated  in the amount of  approximately  $528 and is reflected as a deferred
debt  expense in the  accompanying  2003  balance  sheet.  This  amount is being
amortized as interest expense over the life of the debt.

      In addition to the Notes, the Company granted to the investors warrants to
purchase  1,353,333 shares of the Company's common stock at a price of $0.15 per
share.  These  warrants were  immediately  exercisable  at the date of grant and
expire in five years.  The warrants  had an  estimated  fair market value at the
date of grant of  approximately  $487,  as  determined  using the  Black-Scholes
method,  which discount is being amortized as interest  expense over the life of
the debt.  The Note  Payable is shown on the Balance  Sheet at December 31, 2003
net of  unamortized  discount  in the  amount  of  $390.  Such  warrants  remain
outstanding as of December 31, 2003.

6.    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 and the transfer of subscribers, the
Company  received  and  recorded  approximately  $1,756  of  gains  on  sales of
subscribers  during  2003  and had  remaining  $100 of  deferred  revenue  as of
December 31, 2003.


                                      F-18
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

7.    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.

8.    Goodwill and Other Intangible Assets

      Impairment Charge Recorded Under SFAS No. 142

      During  the first  half of 2003,  the  Company  identified  indicators  of
impairment,  including  recent  changes in the Company's 2003 and 2004 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 Outback.  A write-down of goodwill
totaling $193 was recorded  during the second  quarter of 2003,  reflecting  the
amount by which the carrying  amount of the  respective  reporting unit exceeded
its respective fair value as determined utilizing estimates of future discounted
cash flows.

      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.com,   Inc.
("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 or during 2003 relative to Wynd.


                                      F-19
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

      Impairment Charges 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  Creative  Management,   Inc.  ("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.

      The  following  tables  reflect  pro forma  results of  operations  of the
Company,  giving  effect to the  provisions  of SFAS No.  142 for the year ended
December 31, 2001:

                                                    Years Ended December 31,
                                               ---------------------------------
                                                 2003       2002         2001
                                               ---------------------------------
Net loss, as reported                          $(8,207)   $(55,889)   $(120,271)
Add back: amortization, net of tax of $-0-          --          --       12,794
                                               -------    --------    ---------
Pro forma net loss                             $(8,207)   $(55,889)   $(107,477)
                                               =======    ========    =========

Basic net loss per share, as reported          $ (0.15)   $  (1.04)   $   (2.27)
Add back:  amortization, net of tax of $-0-         --          --          .24
                                               -------    --------    ---------
Pro forma                                      $ (0.15)   $  (1.04)   $   (2.03)
                                               =======    ========    =========

Diluted net loss per share, as reported        $ (0.15)   $  (1.04)   $   (2.25)
Add back:  amortization, net of tax of $-0-         --          --          .24
                                               -------    --------    ---------
Pro forma                                      $ (0.15)   $  (1.04)   $   (2.01)
                                               =======    ========    =========


                                      F-20
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

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

                                                   Years Ended December 31,
                                                    2003             2002
                                                   ------------------------
Beginning balance, net                             $6,193          $14,593
Goodwill acquired during the period                    --               --
Impairment charge                                    (193)          (8,400)
Amortization                                           --               --
                                                   ------          -------
Ending balance, net                                $6,000          $ 6,193
                                                   ======          =======

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

<TABLE>
<CAPTION>
                                   December 31, 2003                              December 31, 2002
                        Gross                                           Gross
                       Carrying       Accumulated                      Carrying      Accumulated
                        Amount        Amortization         Net          Amount       Amortization         Net
                       ----------------------------------------------------------------------------------------
<S>                    <C>              <C>               <C>          <C>              <C>              <C>
Trade Names            $ 4,572          $ (4,019)         $553         $ 4,572          $(3,651)         $  921
Technology               3,017            (2,925)           92           3,017           (2,741)            276
Customer Lists           2,258            (2,168)           90           2,258           (1,988)            270
Other                      418              (349)           69              --               --              --
Patents                  1,000            (1,000)           --           1,000           (1,000)             --
                       ----------------------------------------------------------------------------------------
                       $11,265          $(10,461)         $804         $10,847          $(9,380)         $1,467
                       ========================================================================================
</TABLE>

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

Years Ending December 31,      2004:      $621
                               2005:       183


                                      F-21
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

9.    Impairment of Other Long-lived Assets

      During  the year ended  December  31,  2003,  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  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 $1,202,  $5,582 and $97
during the years ended  December  31,  2003,  2002 and 2001,  respectively,  for
assets no longer in use.  Included  in the charge for 2003 is $445,  relating to
equipment given back to Eastern  Computer upon the Company's  default on related
lease obligations (see note 3).

10.   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
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  2003,  2002 and 2001 the Company  recorded  reserves  for
excess   inventory   quantities  of   approximately   $47,  $5,889  and  $4,600,
respectively.  As of December 31, 2003, 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:

                                                             December 31,
                                                        --------------------
                                                          2003         2002
                                                        -------      -------
Furniture, fixtures and equipment .................     $   754      $ 1,483
Computer equipment and software ...................       6,765        8,679
Leasehold improvements ............................         265          372
                                                        -------      -------
                                                          7,784       10,534
Less accumulated depreciation and amortization ....      (6,178)      (5,849)
                                                        -------      -------
                                                        $ 1,606      $ 4,685
                                                        =======      =======


                                      F-22
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

      At  December  31,  2002,  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 at December 31, 2002. The amount of such equipment at December 31, 2003 was
immaterial.

      Accrued expenses:

      Accrued expenses consisted of the following:

                                                          December 31,
                                                       -----------------
                                                        2003       2002
                                                       ------     ------
Settlement arrangements with vendors .............     $2,072     $   --
Professional fees ................................        427      1,501
Carrier services .................................        360      3,234
Employee compensation ............................        130        486
Maintenance agreements ...........................         --        250
Inventory purchases ..............................         --        150
Dealer commissions ...............................          6         57
Marketing expenses ...............................         15         30
Equipment and leasehold improvement purchases ....         --         --
Other ............................................         30        209
                                                       ------     ------
                                                       $3,040     $5,917
                                                       ======     ======

11.   Commitments and Contingencies

      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,  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,  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.


                                      F-23
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

      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. All pending motions are
briefed and have been submitted to the Court for decision.  The Company  intends
to defend this action vigorously.

      On December 23, 2003,  the Company  executed a settlement  agreement  with
Eastern Computer  Exchange,  Inc.  ("Eastern  Computer") with respect to certain
payment obligations  pursuant to two equipment leases (the "Leases") by agreeing
to pay Eastern Computer $350 upon closing the financing, as described in note 5,
in  exchange  for a full  release of the  Company  and its  affiliates.  Eastern
Computer  had filed suit against the Company on July 2, 2003,  seeking  monetary
amounts of up to approximately  $800 and dismissed the action without  prejudice
in October 2003 pending settlement discussions.  In the event that the Financing
does not close and the Company does not secure alternate  financing by March 22,
2004, the Company has acknowledged and agreed to the entry of a judgment against
the Company for the full amount of the  Company's  original debt pursuant to the
original litigation (see note 18).

      In December 2003, the Company  executed a series of settlement  agreements
with various vendors that provide, upon their consummation,  for their reduction
of amounts  owed by the Company to these  vendors.  Generally,  the terms of the
settlement  agreements  call for the Company to make fixed cash  payments or the
issuance  of shares of the  Company's  common  stock.  The  consummation  of the
settlement agreements is contingent upon the Company's complying with all of the
terms  of the  individual  agreements.  If all such  terms  and  conditions  are
satisfied,  the Company may record approximately $2,072 in additional settlement
gains during 2004.


                                      F-24
<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 in December 2004 with imputed  interest of 14.87%.  Future
minimum  capital lease payments and future  minimum lease  payments  relating to
office space under noncancelable operating leases as of December 31, 2003 are as
follows:

                                                             Capital   Operating
Year ending December 31,                                     Leases      Leases
                                                             -------   ---------
2004 .....................................................    $ 13        $145
2005 .....................................................      --          13
2006 .....................................................      --          --
2007 .....................................................      --          --
2008 .....................................................      --          --
Thereafter ...............................................      --          --
                                                              ----        ----
Total minimum lease payments .............................      13        $158
Less amount representing interest ........................     (--)       ====
                                                              ----
Present value of net minimum capital
  lease payments .........................................      13
Less current portion of capital lease obligations ........     (13)
                                                              ----
Obligations under capital lease, net of current portion ..    $ --
                                                              ====

      During 2003,  2002 and 2001 total rent expense was  approximately  $2,139,
$3,282 and $3,730, respectively.

      As of December  31,  2003,  the  Company had no standby  letters of credit
outstanding.   At  December  31,  2002,   standby  letters  of  credit  totaling
approximately  $606 were  outstanding as security  deposits on certain  facility
leases.  As of  December  31,  2002,  $648 of cash  held in the  Company's  bank
accounts was  restricted to secure these letters of credit.  Approximately  $556
was utilized during 2003 to pay off obligations under a letter of credit,  which
was utilized by the Company's landlord (see note 3). The balance of the cash was
utilized to satisfy lease  obligations  that expired during 2003. In addition to
the above,  the Company  also had $302 in reserve  accounts as it relates to its
credit card  processor  as of December  31,  2002.  The  Company  received  this
restricted cash during 2003.

      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 is approximately $150 at December 31, 2003.

      On October 9, 2001, the Company entered into a termination  agreement with
Geoworks Corporation ("Geoworks'),  Telcordia Technologies,  Inc. and David Rein
under  which it paid


                                      F-25
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

$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  were fully  amortized  as of
December 31, 2002.

12.   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.

13.   Stockholders' Equity

      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 was exercisable one year after the
date of grant and expired 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. The warrant expired during 2003.

      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 expired in three
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.
The warrant expired during 2003.

      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  expenditures.  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, 2003
and will expire in January 2004.


                                      F-26
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

      On December 19,  2003,  the Company  granted  Sunrise  Securities  Corp. a
warrant to purchase  812,000 shares of the Company's  common stock at a price of
$0.15 per share as part of their  compensation for securing bridge financing for
the Company as described in note 5. This warrant was immediately  exercisable at
the date of grant and expires in five years.  The warrant had an estimated  fair
market  value at the date of grant of  approximately  $292 and was  recorded  as
additional  deferred  debt  expense.  Such  warrant  remains  outstanding  as of
December 31, 2003.

      The Company also issued  warrants in 2003  relating to the  settlement  of
their lease  obligations  (see note 3) and as part of the bridge note  financing
(see note 5).

      As of December 31, 2003,  the Company had reserved  shares of common stock
for issuance as follows:

Exercise of common stock options...............     10,816,189
Exercise of common stock purchase warrants.....      3,732,833
Employee stock purchase plan...................      3,866,686

14.   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 that 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 2003, 2002 and 2001:

                                                                   Weighted-
                                                   Number of        Average
                                                    Options      Exercise Price
                                                  ----------     --------------
Outstanding at January 1, 2001 ..............      5,745,554         $5.26
Granted .....................................      1,095,310         $1.78
Exercised ...................................       (369,642)        $0.73
Cancelled ...................................       (376,067)        $8.51
                                                  ----------
Outstanding at December 31, 2001 ............      6,095,155         $4.70
Granted .....................................      5,796,214         $0.83
Exercised ...................................       (231,018)        $0.50
Cancelled ...................................     (2,436,080)        $5.04
                                                  ----------
Outstanding at December 31, 2002 ............      9,224,271         $2.22
Granted .....................................        975,000         $0.31
Exercised ...................................       (714,483)        $0.50
Cancelled ...................................     (3,328,388)        $3.65
                                                  ----------
Outstanding at December 31, 2003 ............      6,156,400         $1.32
                                                  ==========
Exercisable at December 31, 2003 ............      3,206,055         $1.97
                                                  ==========
Exercisable at December 31, 2002 ............      4,264,247         $2.74
                                                  ==========
Exercisable at December 31, 2001 ............      3,354,112         $3.56
                                                  ==========
Available for grant at December 31, 2003 ....      4,659,789            --
                                                  ==========

      The following table summarizes information about fixed price stock options
outstanding at December 31, 2003:

<TABLE>
<CAPTION>
                                        Outstanding                                    Exercisable
                     -------------------------------------------------      -------------------------------
                                                            Weighted-
                                                             Average
                                         Weighted-          Remaining                          Weighted-
   Range of             Number            Average          Contractual         Number           Average
Exercise Prices      Outstanding       Exercise Price         Life          Exercisable      Exercise Price
---------------      -----------       --------------      -----------      -----------      --------------
<S>      <C>           <C>                  <C>              <C>            <C>                 <C>
  $0.25--$0.33         3,007,379            $ 0.30           9.0 years         815,801          $ 0.29
  $0.45--$0.56           686,800            $ 0.55           6.4 years         452,500          $ 0.56
  $0.71--$1.06           377,581            $ 1.05           5.9 years         363,081          $ 1.05
  $1.31--$1.96         1,179,065            $ 1.77           7.7 years         710,035          $ 1.70
  $2.03--$2.44           266,575            $ 2.08           6.3 years         262,013          $ 2.08
  $5.02--$7.50           577,500            $ 5.43           6.2 years         556,500          $ 5.35
  $7.97--$8.27             3,500            $ 7.98           6.8 years           2,625          $ 7.98
 $15.00--16.00            58,000            $15.86           6.4 years          43,500          $15.86
                       ---------                                             ---------
                       6,156,400                                             3,206,055
                       =========                                             =========
</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,  respectively,  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  $314,  $2,315 and $3,971 during the years ended  December 31,
2003, 2002 and 2001, respectively.

      The following table discloses,  for the year ended December 31, 2003, 2002
and  2001,   the  number  of  options   granted  and  certain   weighted-average
information:

<TABLE>
<CAPTION>
                                                                Year ended December 31,
                    --------------------------------------------------------------------------------------------------------------
                                    2003                                  2002                                   2001
                    ---------------------------------      ---------------------------------      --------------------------------
                    Number of      Fair      Exercise      Number of      Fair      Exercise      Number of      Fair     Exercise
                     Options       Value       Price        Options       Value       Price        Options       Value      Price
                    ---------      -----     --------      ---------      -----     --------      ---------      -----     --------
<S>                   <C>          <C>         <C>         <C>            <C>         <C>         <C>            <C>        <C>
Exercise price
greater than
market price ...           --      $  --       $  --              --      $  --       $  --              --      $  --      $  --
Exercise price
equals market
price .........       975,000       0.31        0.31       5,796,214       0.83        0.83       1,095,310       1.08       1.78
Exercise price
less than
market price ...           --         --          --              --         --          --              --         --         --
</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 2003,  2002 and 2001:
weighted-average risk-free interest rate of 4.20%, 4.03% and 5.86% respectively;
expected volatility of 1.63, 0.80 and 0.80,  respectively;  no dividends;  and a
weighted-average  expected  life of the options of 2.0 years,  3.0 years and 4.0
years, respectively.

      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
2003 and 2002, there were 48,078 and 85,236 shares, respectively,  sold pursuant
to the plan.


                                      F-29
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

15.   Income Taxes

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

                                                            December 31,
                                                        --------------------
                                                           2003        2002
                                                        --------    --------
Deferred tax assets:
   Net operating loss carryforwards .................   $ 71,710    $ 70,500
   Deferred compensation ............................      8,635       7,756
   Reserves and accruals ............................        461       1,298
   Amortization of Goodwill .........................      3,964       3,900
   Other ............................................      2,701       3,181
Less valuation allowance ............................    (87,302)    (86,050)
                                                        --------    --------
Deferred tax assets .................................        169         585
Deferred tax liabilities:
   Intangible assets ................................       (169)       (585)
   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:

<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                                                            ------------------------------------
                                                              2003          2002          2001
                                                            --------      --------      --------
<S>                                                         <C>           <C>           <C>
Statutory federal income tax (benefit) at 34% .........     $ (2,764)     $(19,002)     $(41,089)
State income tax (benefit), net of federal benefit ....         (122)       (1,911)       (3,752)
Non-deductible expenses, primarily impairment
of goodwill ...........................................        1,350         4,130         2,603
Increase in valuation allowance .......................        1,252        16,347        41,660
                                                            --------      --------      --------
Total .................................................     $   (284)     $   (436)     $   (578)
                                                            ========      ========      ========
</TABLE>

      The  state  tax  benefits  recorded  in 2003 and  2002 of $284  and  $436,
respectively,  are  attributable  to the  Company's  sale of  certain  state net
operating loss carryforwards.

      At December  31, 2003,  the Company had a federal and state net  operating
loss ("NOL") carryforward of approximately $182,500 and $160,900,  respectively.
The federal NOL carryforwards expire beginning in 2011 and state NOL's beginning
in 2004.  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
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


                                      F-30
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)


"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)

16.   Quarterly Financial Data (Unaudited)

      The table below  summarizes the Company's  unaudited  quarterly  operating
results for years ended December 31, 2003 and 2002.

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
2003                                                   March 31           June 30        September 30      December 31
                                                       --------          --------        ------------      -----------
<S>                                                    <C>               <C>               <C>               <C>
Net revenue and other income .................         $  3,103          $  3,331          $  3,123          $ 2,321
Cost of revenue ..............................           (1,846)           (1,533)           (1,610)            (660)
Operating expenses ...........................           (4,578)           (3,056)           (1,942)          (2,322)
Depreciation and amortization expenses .......             (814)             (944)             (581)            (654)
Impairment of long-lived assets ..............               --            (1,245)               --             (150)
Gain on sale of subscribers ..................            1,180               565                11               --
Settlement gains, net ........................               --                --                --               85
Interest (expense) income, net ...............              (12)                3                (4)            (262)
Benefit from income taxes
                                                             --                --                --              284
Net (loss) ...................................         $ (2,967)         $ (2,879)         $ (1,003)         $(1,358)
Net (loss) per common share:
   - Basic ...................................         $  (0.05)         $  (0.05)         $  (0.02)         $ (0.03)
   - Diluted .................................         $  (0.05)         $  (0.05)         $  (0.02)         $ (0.03)

2002                                                   March 31           June 30        September 30      December 31
                                                       --------          --------        ------------      -----------
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) per common share:
   - Basic ...................................         $  (0.23)         $  (0.21)         $  (0.45)         $ (0.15)
   - Diluted .................................         $  (0.23)         $  (0.21)         $  (0.45)         $ (0.15)
</TABLE>


                                      F-32
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

17.   Supplemental Cash Flow Information

      The table below  presents the  Company's  supplemental  disclosure of cash
flow information for the years ended December 31, 2003, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                            Years ended December 31,
                                                                            ------------------------
                                                                             2003    2002      2001
                                                                             ----    ----      ----
<S>                                                                          <C>     <C>      <C>
Supplemental disclosure of cash flow information:
         Interest paid .................................................     $ 21    $ 91     $  169

Non-cash investing and financing activities:
         Beneficial conversion feature of convertible bridge note
            payable ....................................................      528      --         --
         Issuance of warrant to placement agent to secure financing ....      292      --         --
         Restricted cash utilized to pay accrued expenses ..............      556      --         --
         Conversion of capital lease obligation into an account
            payable ....................................................      152      --         --
         Accrued expenses related to acquisition of subscribers ........       50      --         --
         Accrued expenses related to the incurrence of deferred
            financing expense ..........................................       70      --         --
         Acquisition of equipment through capital leases ...............       --      --      1,182
         Issuance of common stock purchase warrants in exchange
            for sales and marketing services ...........................       --      --        765

Purchase of businesses, net of cash acquired:

         Working capital surplus (deficit), net of cash acquired .......     $ --    $ --     $   40
         Property, equipment and leasehold improvements ................       --      --          1
         Goodwill ......................................................       --      --        152
         Trade names ...................................................       --      --         --
         Other intangibles .............................................       --      --         --
         Other assets ..................................................       --      --         --
         Non-current liabilities .......................................       --      --         --
         Common stock, options and warrants issued .....................       --      --        148
</TABLE>

18.   Subsequent Event

      During January 2003, the Company issued 775,000 shares of its common stock
as part of certain settlement agreements referenced in note 11.

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


                                      F-33
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

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

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

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

      As a result, the Company issued a total of 96,820,797 shares of its common
stock,  comprised of the 89,900,000  shares referred to above and 6,920,797 upon
the  mandatory  conversion  of the Bridge  Notes  Payable  and  related  accrued
interest.  The Company  received net  proceeds of  approximately  $12,000  after
deducting  the $714  cash  payment  made to the  offering  placement  agent  and
deferred offering  expenses such as professional  fees. The Company will utilize
certain of the $12,000 of net proceeds as follows;

      o     Payment of the  settlement  agreement  with Eastern  Computer in the
            amount of $350.

      o     Payment  to other  vendors  in which  the  Company  had  established
            settlement agreements with of approximately $300.

      o     Establishment  of a standby letter of credit in favor of Cingular in
            the amount of $600.


                                      F-34
<PAGE>
                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (In thousands, except share and per share data)

                                                                     Schedule II

                                 GOAMERICA, INC.
                          FINANCIAL STATEMENT SCHEDULE

                 Valuation and Qualifying Accounts and Reserves

                  Years Ended December 31, 2003, 2002 and 2001

<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, 2003
         Allowance for doubtful accounts ..........        $3,418             $  534          $ 2,739(1)        $1,213
         Inventory Reserve ........................            --                 47               47(3)            --
         Sales allowances, discounts & returns ....           513                134              647(2)            --

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
</TABLE>

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


                                      F-35