Exhibit 99.1

Risk Factors

Risks Particular To GoAmerica

We have historically incurred losses and these losses will continue in the
foreseeable future.

      We have never earned a profit.  We had net losses of $8.2  million,  $55.9
million,  and $120.3  million for the years ended  December 31,  2003,  2002 and
2001, respectively. Since our inception, we have invested significant capital to
build our wireless  network  operations  and  e-commerce  systems as well as our
billing  system.  We also have provided  mobile devices made by third parties to
our customers at prices below our costs for such devices. In addition,  although
we have reduced our exposure to  subscriber-related  costs through our strategic
alliance with  EarthLink in September  2002,  our costs of  subscriber  revenue,
consisting  principally  of  our  purchase  of  wireless  airtime  from  network
carriers,  have historically  exceeded our subscriber revenue.  Further, we have
experienced  negative  overall  gross  margins,  which consist of margins on our
subscriber  revenues,  equipment  sales and other  revenue,  and may  experience
negative overall gross margins again in the future.  We have incurred  operating
losses since our inception and expect to continue to incur operating  losses for
at least the next year. We will need to generate  significant  revenue to become
profitable and sustain profitability on a quarterly and annual basis.

      We may not achieve or sustain our revenue or profit goals, and our ability
to do so depends on the factors specified  elsewhere in "Risk Factors" - as well
as on a number of factors outside of our control, including the extent to which:

      o     our  competitors  announce  and  develop,  or lower the  prices  of,
            competing services;

      o     wireless  network  carriers,  data  providers and  manufacturers  of
            mobile  devices  dedicate  resources  to  selling  our  services  or
            increase the costs of, or limit the use of, services or devices that
            we purchase from them; and

      o     prices for our  services  decrease as a result of reduced  demand or
            competitive pressures.

      As  a  result,  we  may  not  be  able  to  increase  revenue  or  achieve
profitability on a quarterly or annual basis.

We may be unable to execute  our new  business  strategy  announced  in December
2003.

      Our new business  strategy is centered on the pursuit of three priorities,
centered on the offering of services to deaf or hard of hearing customers by our
Wynd  Communications  subsidiary.  These  priorities  and  the  principal  risks
associated with each priority are:

      o     Growth of Wynd Communications'  core wireless services business.  We
            cannot  assure  you that we will be able to grow  our core  business
            profitability. Crucial to any growth will be our ability to increase
            sales to existing,  past and potential  customers while  controlling
            our  marketing  expenses.  Growth  by means of  product  or  service
            acquisitions may require additional capital to fund acquisitions and
            we  will  confront  the  risks,  described  below,  inherent  in  an
            acquisition strategy.

      o     Development and marketing of new communications services,  including
            branded  Internet  protocol  and  video  relay  services.  To remain
            competitive  in our primary  marketing  areas,  we must  continue to
            offer  innovative  products and services.  We will be limited in the
            extent  to which we can  focus  upon  technological  development  by
            capital  constraints,  by the time  that it  takes to  commercialize
            product and service  concepts  and by the steps that may be taken by
            our competitors.  In our rapidly changing environment,  developments
            that appear to present  significant  advantages may become  obsolete
            before  we are able to  benefit  from our  development  efforts.  In
            recent  years,  our shortage of liquidity  has required us to reduce
            the amount of resources devoted to


<PAGE>

            marketing. We expect that capital constraints will continue to limit
            our marketing efforts in the future.

      o     Streamlining of operations to enable superior customer support.  Our
            business  model  will be  materially  adversely  affected  if we are
            unable  to  offer  superior  customer  support  to deaf  and hard of
            hearing customers. In the past, capital constraints have limited our
            customer  support  functions.  We rely  upon  EarthLink  to  provide
            customer support in other aspects of our business,  but will need to
            provide  customer  support on our own or through  outsourcing in our
            Wynd Communications  business.  In order to provide such support, we
            have  contracted  with an experienced  third party  organization  to
            provide primary and secondary  customer and technical  support while
            leveraging  internal resources to provide  supplemental  support. We
            cannot  assure you that our efforts in this area will be  successful
            in improving the quality of the  interaction our customers have with
            us.

      If we do not respond  effectively  to these risks,  our business  could be
significantly and adversely affected.

We may need  additional  funds which,  if  available,  could result in increased
interest  expenses or  additional  dilution to our  stockholders.  If additional
funds  are  needed  and are not  available,  our  business  could be  negatively
impacted.

      On March 10, 2004, we consummated the second stage of a private  placement
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 this common stock and warrants.  We expect that
we will require substantially all of the net proceeds from the private placement
in order to implement  our new business  strategy  that we announced in December
2003. Our strategy is centered on the pursuit of three  priorities,  centered on
our Wynd  Communications  subsidiary:  (a) growth of Wynd  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.  If we continue to
operate  unprofitably,  if unanticipated  contingencies arise or if new business
opportunities  are  presented  to us,  it  will  be  necessary  for us to  raise
additional  capital either through public or private equity or debt financing to
primarily  finance the execution of our anticipated  strategic  initiatives.  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.  If our  plans  or  assumptions  change  or are  inaccurate
regarding  new lines of  business  within  our  target  market,  timeliness  and
effectiveness  of  implementation  of new  services  we expect to offer,  and/or
weakness or lack of appreciable growth in our core business,  we may be required
to seek additional capital.

      If funds  are  raised  through  the  issuance  of equity  securities,  the
percentage  ownership of our then-current  stockholders  will be reduced and the
holders of new equity  securities  may have rights,  preferences  or  privileges
senior to those of the  holders of our common  stock.  If  additional  funds are
raised through a bank credit  facility or the issuance of debt  securities,  the
holder of such  indebtedness  would have  rights  senior to the rights of common
stockholders and the terms of such indebtedness could impose restrictions on our
operations. If we need to raise additional funds, we may not be able to do so on
terms favorable to us, or at all.

      If additional capital is required but is not available on acceptable terms
or at all, we may be required  to sell or  otherwise  dispose of portions of our
business in order to sustain our operations and implement our new business plan.
We may not be able to effect such sales on satisfactory terms or at all.

Our limited cash resources will likely restrict our flexibility and overall
operations.

      In order for us to execute our new business plan, it will be necessary for
us to  continue  to  operate  under  significant  budgetary  constraints.  These
constraints limit our ability to respond to business  opportunities or issues as
they arise. Since the wireless communications industry remains in an early stage
and its needs are dynamic,  our budgetary  constraints may adversely  affect our
ability to respond to market demands and our ability to compete.

Our independent auditors expressed a "going concern" opinion with respect to our
2002 consolidated financial statements.

      Although  our  independent  auditors  have not  expressed a going  concern
opinion with respect to our 2003 consolidated  financial  statements as a result
of our  recently  completed  private  placement,  our


<PAGE>

independent  auditors did express such a qualification  with respect to our 2002
consolidated financial statements. We believe that this qualification materially
adversely  affected the manner in which third parties did business with us, most
notably  in  connection  with the  extension  of  credit  and  their  degree  of
commitment to any long term  agreements.  That  qualification  also made it more
difficult for us to obtain capital. We cannot assure you that we will be able to
convince third parties to reconsider or relax the measures or restrictions  that
they have taken or placed on us in the past to protect their credit  position or
enter into a business  relationship  with us at all as a result of our  recently
completed private placement.

It remains difficult to predict the outcome of our strategic alliance with
EarthLink.

      We  substantially  revised  our  business  model when we entered  into our
strategic  alliance  with  EarthLink  in September  2002.  While we succeeded in
reducing our operating expenses, we cannot yet determine whether:

      o     the businesses that we have retained, primarily Wynd Communications,
            will be viable enough to support our entire infrastructure;

      o     the  operations  that  we have  turned  over  to  EarthLink  will be
            performed in a manner consistent with our expectations;

      o     we will have a continuing  relationship  with  EarthLink  beyond the
            initial term of our strategic alliance, which is scheduled to expire
            in September  2004;  and if so,  whether we will derive  significant
            on-going revenues with our continuing  relationships with EarthLink,
            and if not,  whether we will be able to  profitably  maintain  those
            subscribers that we would then service directly again; or

      o     our relationship with EarthLink will cause other potential  business
            partners to refrain  from doing  business  with us or entering  into
            material transactions.

We have only a limited operating  history,  which makes it difficult to evaluate
an investment in our common stock.

      We have only a limited  operating  history on which you can  evaluate  our
business,  financial  condition and operating results. We face a number of risks
encountered  by  early  stage  technology  companies  that  participate  in  new
technology markets, including our ability to:

      o     manage our  dependence  on wireless  data  services  which have only
            limited market acceptance to date;

      o     maintain our engineering and support  organizations,  as well as our
            distribution channels;

      o     negotiate and maintain favorable usage rates with telecommunications
            carriers;

      o     retain and expand our subscriber base at profitable rates;

      o     recoup our expenses  associated with the wireless  devices we resell
            to subscribers;

      o     manage  expanding  operations,  including  our ability to expand our
            systems if our subscriber base grows substantially;

      o     attract and retain management and technical personnel; and

      o     anticipate  and  respond  to  market   competition  and  changes  in
            technologies such as wireless data protocols and wireless devices.


<PAGE>

      We may not be  successful  in  addressing  or  mitigating  these risks and
uncertainties,  and if we are not successful our business could be significantly
and adversely affected.

To generate increased revenue we will have to increase  substantially the number
of our subscribers, which may be difficult to accomplish.

      In addition to increasing our  subscriber  base, we will have to limit our
churn,  or the number of  subscribers  who  deactivate  our service.  Adding new
subscribers  will  depend to a large  extent on the  success  of our  direct and
indirect  distribution  channels and acquisition  strategy,  and there can be no
assurance  that they will be  successful.  Limiting  our churn rate will require
that we  provide  our  subscribers  with a  favorable  experience  in using  our
wireless  service.  Our  subscribers'  experience may be  unsatisfactory  to the
extent that our service malfunctions or our customer care efforts, including our
Web  site  and 800  number  customer  service  efforts,  do not  meet or  exceed
subscriber  expectations.  In  addition,  factors  beyond our  control,  such as
technological  limitations of the current generation of wireless devices,  which
may  cause  our  subscribers'  experience  with our  service  to not meet  their
expectations, could increase our churn rate and adversely affect our revenues.

We may acquire or make investments in companies or technologies that could cause
loss of value to our stockholders and disruption of our business.

      Subject  to our  capital  constraints,  we intend to  continue  to explore
opportunities to acquire companies or technologies in the future, principally as
enhancements  to our  offerings of products and services to our deaf and hard of
hearing customers. Entering into an acquisition entails many risks, any of which
could adversely affect our business, including:

      o     failure to integrate the acquired  assets and/or  companies with our
            current business;

      o     the price we pay may exceed the value we eventually realize;

      o     loss of share  value to our  existing  stockholders  as a result  of
            issuing equity securities as part or all of the purchase price;

      o     potential loss of key employees from either our current  business or
            the acquired business;

      o     entering   into  markets  in  which  we  have  little  or  no  prior
            experience;

      o     diversion of management's attention from other business concerns;

      o     assumption  of  unanticipated  liabilities  related to the  acquired
            assets; and

      o     the  business or  technologies  we acquire or in which we invest may
            have limited operating  histories,  may require  substantial working
            capital, and may be subject to many of the same risks we are.

We have  limited  resources  and we may be unable  to  support  effectively  our
operations.

      We must continue to develop and expand our systems and operations in order
to remain  competitive.  Our need to  continually  innovate  has placed,  and we
expect  it  to  continue  to  place,   significant  strain  on  our  managerial,
operational  and  financial  resources.  Even  with  the net  proceeds  from our
recently completed private placement, we may be unable to develop and expand our
systems and operations or implement our new business plan for one or more of the
following reasons:

      o     we may  not be able  to  retain  at  reasonable  compensation  rates
            qualified  engineers  and other  employees  necessary  to expand our
            capacity on a timely basis;


<PAGE>

      o     we may not be able to dedicate the capital  necessary to effectively
            develop and expand our systems and operations; and

      o     we may not be able to expand our customer service, billing and other
            related support systems.

      If we cannot manage our operations effectively, our business and operating
results  will  suffer.  Additionally,  any  failure on our part to  develop  and
maintain  our  wireless  data  services  if we  experience  rapid  growth  could
significantly  adversely affect our reputation and brand name which could reduce
demand for our services and adversely affect our business,  financial  condition
and operating results.

Steps we have taken during 2002 and 2003 to respond to our diminished  liquidity
may negatively impact our ability to do business in the future.

We took many  steps  during  2002 and 2003 that we may not have taken had we had
substantial  additional  liquidity.  In addition to our strategic  alliance with
EarthLink, we implemented substantial cost-cutting measures in recent periods in
order to survive. Among other things, we:

      o     reduced our headcount  from 225 employees at December 31, 2001 to 40
            employees at December 31, 2003;

      o     reduced  our   expenditures   on  development   from   approximately
            $4,174,000 in 2001 to approximately $1,209,000 in 2003;

      o     reduced  our   expenditures   on  advertising   from   approximately
            $4,900,000 in 2001 to approximately $23,000 in 2003; and

      o     reduced our office space under lease from approximately 66,000 total
            square  feet at  December  31, 2001 to  approximately  12,000  total
            square feet at December 31, 2003.

We understand that our business  reputation and capacity to do business may have
been damaged by the cutbacks which we were forced to implement. If we are unable
to restore our reputation and our capacity,  our business could be significantly
and adversely affected.

Our business prospects depend in part on our ability to maintain and improve our
services as well as to develop new services.

      We believe  that our business  prospects  depend in part on our ability to
maintain  and improve  our current  services  and to develop new  services.  Our
services  will  have  to  achieve  market  acceptance,   maintain  technological
competitiveness  and meet an  expanding  range of  customer  requirements.  As a
result of the complexities inherent in our service offerings, major new wireless
data  services and service  enhancements  require long  development  and testing
periods.  We may  experience  difficulties  that  could  delay  or  prevent  the
successful  development,  introduction  or marketing of new services and service
enhancements.  Additionally,  our new services and service  enhancements may not
achieve market acceptance.

If we do not respond  effectively  and on a timely basis to rapid  technological
change, our business could suffer.

      The wireless  and data  communications  industries  are  characterized  by
rapidly  changing   technologies,   industry   standards,   customer  needs  and
competition,  as well as by frequent new product and service introductions.  Our
services  are  integrated  with  wireless  handheld  devices  and  must  also be
compatible  with the data networks of wireless  carriers.  In certain aspects of
our  business,  our services  must be  integrated  with the computer  systems of
corporate customers. We must respond to technological changes affecting both our
customers and  suppliers.  We may not be successful in developing and marketing,
on a timely and cost-effective basis, new services that respond to technological
changes,  evolving  industry  standards or changing customer  requirements.  Our
success will depend,  in part, on our ability to accomplish all of the following
in a timely and cost-effective manner:


<PAGE>

      o     effectively use and integrate new technologies;

      o     continue to develop our technical expertise;

      o     enhance our wireless data, engineering and system design services;

      o     develop applications for new wireless networks and services;

      o     develop services that meet changing customer needs;

      o     influence  and  respond to  emerging  industry  standards  and other
            changes; and

      o     advertise and market our services.

We depend upon wireless carriers'  networks.  If we do not have continued access
to sufficient capacity on reliable networks, our business will suffer.

      Our success partly depends on our ability to buy sufficient capacity on or
offer our  services  over the  networks  of wireless  carriers  such as Cingular
Interactive,  Motient, T-Mobile, and WebLink Wireless and on the reliability and
security of their systems. We depend on these companies to provide uninterrupted
and "bug free" service and would be adversely affected if they failed to provide
the  required  capacity or needed  level of service.  In recent  years,  certain
wireless carriers experienced financial difficulties and sought protection under
the bankruptcy  laws. We cannot assure you that these companies will emerge from
bankruptcy or that others will not seek similar  protection.  Such  bankruptcies
may  result  in   discontinued   or   interrupted   service  and  fewer  network
alternatives. In addition, although we have some forward price protection in our
existing  agreements with certain  carriers,  we could be adversely  affected if
wireless  carriers were to increase the prices of their  services.  Our existing
agreements with the wireless  carriers  generally have  one-to-three year terms.
Some of these wireless carriers are, or could become, our competitors.

We depend on third  parties for sales of certain of our  products  and  services
which could result in variable and unpredictable revenues.

      We rely  substantially  on the  efforts  of  others  to  sell  many of our
wireless data communications  services. We are highly dependent on our EarthLink
and other indirect  distribution  alliance  partners for  implementation  of our
sales and marketing initiatives.  Should our relationships with our distribution
alliance  partners cease or be less successful than  anticipated,  our business,
results of operations,  and financial  conditions would be materially  adversely
affected.  While we monitor the activities of our distributors and resellers, we
cannot  control how those who sell and market our products and services  perform
and we cannot be certain that their  performance  will be  satisfactory.  If the
number of customers we obtain through these efforts is substantially  lower than
we expect for any  reason,  this would  have a  material  adverse  effect on our
business, operating results and financial condition.

We depend on retaining  key  personnel.  The loss of our key  employees  and the
inability to recruit  talented new personnel could  materially  adversely affect
our business.

      Due to the  technical  nature of our  services  and the dynamic  market in
which we compete,  our  performance  depends on retaining and hiring certain key
employees,  including technically  proficient personnel.  Competitors and others
have  recruited  our  employees in recent years as we have found it necessary to
implement cost controls that have reduced the  attractiveness of employment with
us. A major  part of our  compensation  to our key  employees  is in the form of
stock option  grants.  The  prolonged  depression in our stock price has made it
difficult  for us to retain  our  employees  and  recruit  additional  qualified
personnel.


<PAGE>

Wireless  data  systems  failures  could  harm  our  business  by  injuring  our
reputation  or lead to claims of liability  for  delayed,  improper or unsecured
transmission of data.

      A significant  barrier to the growth of  electronic  commerce and wireless
data  services  has been  the  need for  secure  and  reliable  transmission  of
confidential  information.  Our existing wireless data services are dependent on
near  immediate,  continuous  feeds from  various  sources.  The  ability of our
subscribers to quickly access data requires timely and uninterrupted connections
with our wireless network carriers.  Any significant  disruption from our backup
landline  feeds could  result in delays in our  subscribers'  ability to receive
such  information.  In addition,  our systems could be disrupted by unauthorized
access,  computer  viruses and other accidental or intentional  actions.  We may
incur significant costs to protect against the threat of security breaches or to
alleviate  problems  caused  by such  breaches.  If a third  party  were able to
misappropriate  our subscribers'  personal or proprietary  information or credit
card information,  we could be subject to claims,  litigation or other potential
liabilities that could materially adversely impact our business. There can be no
assurance  that our  systems  will  operate  appropriately  if we  experience  a
hardware or software  failure.  A failure in our systems  could cause  delays in
transmitting  data and, as a result,  we may lose  customers or face  litigation
that could materially adversely affect our business.

An interruption in the supply of products and services that we obtain from third
parties could cause a decline in sales of our services.

      In designing,  developing and  supporting  our wireless data services,  we
rely on wireless carriers,  mobile device  manufacturers,  content providers and
software  providers.  These suppliers may experience  difficulty in supplying us
products or services  sufficient to meet our needs or they may terminate or fail
to renew  contracts for supplying us these products or services on terms we find
acceptable. As our liquidity deteriorated during 2003, our vendors tightened our
credit or refused to extend  credit to us,  making it more  difficult  for us to
obtain  suppliers on terms  satisfactory to us. Any significant  interruption in
the supply of any of these  products or services  could cause a decline in sales
of our  services,  unless  and until we are able to  replace  the  functionality
provided by these  products  and  services.  We also depend on third  parties to
deliver and support reliable products,  enhance their current products,  develop
new  products  on a timely and  cost-effective  basis and  respond  to  emerging
industry standards and other technological changes.

We may face increased competition which may negatively impact our prices for our
services or cause us to lose business opportunities.

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

      o     wireless device manufacturers,  such as Palm, Handspring,  Motorola,
            RIM and Danger;

      o     wireless network carriers, such as AT&T Wireless,  Verizon Wireless,
            Cingular    Interactive,    Sprint   PCS,    T-Mobile   and   Nextel
            Communications, Inc.;

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


<PAGE>

Our  intellectual  property  rights may not be  adequately  protected  under the
current state of the law.

      Our success  substantially  depends on our ability to sell services  which
are dependent on certain intellectual  property rights. We currently do not have
patents on any of our intellectual  property.  Although we have applied for U.S.
federal  trademark  protection,  we do  not  have  any  U.S.  federal  trademark
registrations for the marks "GoAmerica", "Go.Web", or certain of our other marks
and we may not be able to obtain such registrations.  We rely primarily on trade
secret  laws,   copyright  law,   trademark  law,  unfair  competition  law  and
confidentiality  agreements to protect our intellectual  property. To the extent
that our technology is not adequately  protected by  intellectual  property law,
other  companies  could develop and market  similar  products or services  which
could materially adversely affect our business.

We may be sued by third parties for infringement of their proprietary rights and
we may incur defense costs and possibly royalty obligations or lose the right to
use technology important to our business.

      The  telecommunications  and  software  industries  are  characterized  by
protection and vigorous enforcement of applicable  intellectual property rights.
As the number of  participants  in our market  increases,  the possibility of an
intellectual  property  claim against us increases.  Any  intellectual  property
claims, with or without merit, could be time consuming and expensive to litigate
or settle and could divert management attention from administering our business.
A third party  asserting  infringement  claims  against us or our customers with
respect to our current or future products may materially adversely affect us by,
for example,  causing us to enter into costly royalty arrangements or forcing us
to incur settlement or litigation costs.

      Research In Motion (RIM), the provider of the BlackBerry email service and
associated products, is currently engaged in litigation with NTP, Inc (NTP). NTP
is seeking a court  injunction  preventing RIM from providing  BlackBerry  email
service  claiming that NTP is the rightful owner of certain  patents  supporting
this  technology.  On November 21, 2002 the United States District Court for the
Eastern  District of Virginia  ruled that RIM is  infringing  upon these patents
owned by NTP.  This ruling and other rulings made by the Court during the course
of this case are  currently  under appeal by RIM and, in August 2003,  the court
granted  RIM's  request  to  stay  the  injunction  sought  by NTP  pending  the
completion  of another  appeal by RIM's to the Court of Appeals  for the Federal
Circuit. RIM is also pursuing  reexamination of the disputed patents by the U.S.
Patent and Trademark  Office. No court order has been issued preventing RIM from
providing  the  BlackBerry  email  service and it is impossible to ascertain how
long the reexamination and appeal processes may take.

      We offer the BlackBerry  service and  associated  products as a dealer for
EarthLink,  which  resells  these  offerings.  If  there  is a court  injunction
preventing  RIM from providing  BlackBerry,  then we may not be able to generate
anticipated  sales of  BlackBerry  related  products.  In addition,  many of our
Go.Web  customers who use our  technology do so in conjunction  with  BlackBerry
email  service.  A  prolonged  court  injunction  against  RIM  could  result in
increased  churn  amongst  customers who pay a recurring fee for our services if
these  customers are no longer able to use  BlackBerry  and therefore  decide to
terminate their wireless data service plan altogether.

We may be subject to liability for  transmitting  certain  information,  and our
insurance coverage may be inadequate to protect us from this liability.

      We may be subject  to claims  relating  to  information  transmitted  over
systems we develop or operate.  These claims could take the form of lawsuits for
defamation,  negligence,  copyright or trademark  infringement  or other actions
based on the nature and  content of the  materials.  Although  we carry  general
liability  insurance,  our insurance may not cover potential claims of this type
or may not be  adequate  to cover all costs  incurred  in defense  of  potential
claims or to indemnify us for all liability that may be imposed.


<PAGE>

Our quarterly operating results are subject to significant  fluctuations and, as
a result,  period-to-period  comparisons  of our results of  operations  are not
necessarily meaningful.

      Our quarterly operating results may fluctuate  significantly in the future
as a result of a variety of factors. These factors include:

      o     the demand for and market acceptance of our services;

      o     downward price adjustments by our competitors on services they offer
            that are similar to ours;

      o     changes in the mix of services sold by our competitors;

      o     technical   difficulties  or  network  downtime  affecting  wireless
            communications generally;

      o     the  ability  to meet any  increased  technological  demands  of our
            customers; and

      o     economic conditions specific to our industry.

      Therefore,  our operating  results for any  particular  quarter may differ
materially from our  expectations  or those of security  analysts and may not be
indicative of future  operating  results.  The failure to meet  expectations may
cause the price of our common stock to decline.

If we fail to manage growth  effectively,  our business could be disrupted which
could harm our operating results.

      If we are  successful  in  implementing  our  new  business  plan,  we may
experience growth in our business. In that event, it will be necessary for us to
expand our workforce and to train,  motivate and manage additional  employees as
the need for additional personnel arises. Our personnel, systems, procedures and
controls  may not be adequate to support our future  operations.  Any failure to
effectively  manage  future growth could have a material  adverse  effect on our
business.

We are vulnerable to circumstances outside of our control, which could seriously
disrupt our business.

Our  software,  as well as any  ancillary  hardware,  is vulnerable to damage or
interruption from:

      o     fire, flood, and other natural disasters;

      o     power   loss,    computer    systems    failures,    Internet    and
            telecommunications  or data network  failure,  operator  negligence,
            improper  operation by or  supervision  of  employees,  physical and
            electronic loss of data or security breaches, misappropriation,  and
            similar events; and

      o     computer viruses.

Any  disruption  in the  operation  of  our  software,  the  loss  of  employees
knowledgeable  about such  software,  or our failure to continue to  effectively
modify and upgrade such software  could  interrupt  our  operations or interfere
with our ability to provide  service to our  customers,  which  could  result in
reduced sales and affect our operations and financial performance.

Risks Particular To Our Industry

The market for our services is new and highly uncertain.

      The market for wireless  data  services is still  emerging  and  continued
growth in demand for and acceptance of these services remains uncertain. Current
barriers to market  acceptance  of these  services  include  cost,  reliability,
functionality  and ease of use. We cannot be certain that these barriers will be
overcome.  If the market for our services  does not grow or grows slower than we
currently  anticipate,  our business,  financial condition and operating results
could be materially adversely affected.


<PAGE>

New laws and  regulations  that impact our industry could  materially  adversely
affect our business.

      We  are  not  currently  subject  to  direct  regulation  by  the  Federal
Communications   Commission  or  any  other  governmental   agency,  other  than
regulations applicable to businesses in general.  However, in the future, we may
become  subject  to  regulation  by the FCC or  another  regulatory  agency.  In
addition,  the wireless carriers who supply us airtime are subject to regulation
by the FCC and regulations  that affect them could  materially  adversely affect
our business. Our business could suffer significantly depending on the extent to
which our activities or those of our customers or suppliers are regulated.

Risks Particular To Stock Price

Our  stock  price,  like  that of many  technology  companies,  has been and may
continue to be volatile.

      We expect that the market  price of our common  stock will  fluctuate as a
result of variations in our quarterly operating results and other factors beyond
our control.  These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the  technology-intensive  and emerging
nature of our  business,  the market price of our common stock may rise and fall
in response to a variety of factors, including:

      o     announcements of technological or competitive developments;

      o     acquisitions or strategic alliances by us or our competitors;

      o     the gain or loss of a significant customer or order;

      o     changes in  estimates  of our  financial  performance  or changes in
            recommendations by securities analysts regarding us or our industry;
            or

      o     general market or economic conditions.

      This risk may be  heightened  because our  industry  is new and  evolving,
characterized by rapid technological  change and susceptible to the introduction
of new competing technologies or competitors.

      In  addition,   equity  securities  of  many  technology   companies  have
experienced  significant price and volume  fluctuations.  These price and volume
fluctuations  often have been  unrelated  to the  operating  performance  of the
affected  companies.  Volatility  in the market  price of our common stock could
result  in  securities  class  action  litigation.   This  type  of  litigation,
regardless of the outcome,  could result in substantial costs and a diversion of
management's attention and resources.

We have issued a  substantial  number of warrants  that enable their  holders to
purchase our common stock at a price of $0.15 per share, which could depress the
price at which others will purchase our common stock.

As a result of our recently completed private  placement,  we issued warrants to
purchase  11,578,512  shares of our common  stock at a price of $0.15 per share.
This compares with the following additional securities which were


<PAGE>

outstanding upon consummation of our private placement:

      o     161,137,648 shares of our common stock;

      o     options to purchase 10,657,939 share of our common stock; and

      o     warrants to purchase an  additional  1,067,500  shares of our common
            stock, exercisable at prices ranging from $0.46 to $3.00.

Of the  warrants  issued in  connection  with our  private  placement,  warrants
covering  8,255,340  shares of our common stock are immediately  exercisable and
the balance of the warrants (covering 3,323,172 shares) first become exercisable
in September  2005. The  significant  number of shares that may be issuable at a
price  which  could be less than the current  market  price of our common  stock
could adversely affect the market price of our common stock.

Our common stock may be delisted from the Nasdaq  SmallCap Market because of the
low bid price of our common stock.  If such delisting  occurs,  the market price
and market liquidity of our common stock may be adversely affected.

      Our common stock is currently  not in compliance  with Nasdaq  Marketplace
Rule  4450(a)(5)  which  requires that a listed  company  maintain a minimum bid
price of $1.00 per share.  Nasdaq has granted us a series of grace periods,  the
most recent of which will expire on May 31, 2004, to regain compliance with this
requirement. In order to regain compliance with this Marketplace Rule and remain
listed on the Nasdaq SmallCap  Market,  GoAmerica's  share price must close at a
minimum of $1.00 per share for 10  consecutive  trading days prior to the end of
the grace  period.  If 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 SEC 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 would 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.

      On March 10, 2004, our stockholders approved a resolution  authorizing our
board to amend our certificate of  incorporation to effect a reverse stock split
such that each outstanding 4, 6, 8, 10 or 12 shares of our common stock would be
combined,  converted and changed into one share of our common  stock,  depending
upon which,  if any,  of these five ratios is selected by our board.  One of the
purposes of this  resolution  is to increase  the per share  market price of our
common  stock in order to maintain  its listing on the Nasdaq  SmallCap  Market.
However,  we cannot  assure you that if our board  implements  any such  reverse
stock split,  it will have the intended effect of increasing the market price of
our common stock to the extent necessary to avoid delisting.

We cannot predict the outcome of the reverse stock splits that our  stockholders
have authorized.

      We cannot predict how investors will react to any reverse stock split that
we may implement as a result of the  stockholder  approval  granted on March 10,
2004. Some investors may view the reverse stock split negatively.  While the per
share price of our common  stock may  increase as of the  effective  date of any
reverse  stock split that may be  implemented,  that per share price may decline
thereafter. Thus, the aggregate market price of a stockholder's common stock may
decline as a result of any reverse stock split that may be implemented.

      If  a  reverse  stock  split  is  implemented,   some   stockholders   may
consequently own less than 100 shares of our common stock. A purchase or sale of
less  than  100  shares,  known  as an "odd  lot"  transaction,


<PAGE>

may result in  incrementally  higher  trading  costs  through  certain  brokers,
particularly "full service" brokers.  Therefore, those stockholders who own less
than 100 shares  following  the  effective  date of such a reverse  split may be
required to pay higher transaction costs if they sell their shares of our common
stock.  While we believe that any such split may result in greater liquidity for
our stockholders, it is possible that such liquidity could be adversely affected
by the reduced  number of shares  outstanding  after the  effective  date of the
split.

If we implement a reverse stock split, the number of shares of common stock that
our  board  may  issue  without  further  stockholder   approval  will  increase
significantly.

      If  we  implement  a  reverse  stock  split,  the  number  of  issued  and
outstanding  shares will decrease,  but the number of authorized shares will not
change.  Thus,  the number of  authorized  but  unissued  shares  will  increase
significantly if we implement one of the reverse stock splits  authorized by our
stockholders.  The following table illustrates the effect of 1:4, 1:6, 1:8, 1:10
and 1:12 reverse stock splits,  as well as effecting no reverse stock split,  on
our (i)  outstanding  shares of common stock,  assuming that we are obligated to
issue the maximum number of Additional  Shares described below,  (ii) authorized
shares of common  stock which are  reserved  for  issuance  pursuant to options,
warrants,  contractual  commitments  or other  arrangements  and (iii) shares of
common  stock which are neither  outstanding  nor  reserved for issuance and are
therefore  available  for  issuance.  The  table  does  not  take  into  account
fractional  shares. If we effect a reverse stock split, we will pay cash in lieu
of issuing fractional shares.


--------------------------------------------------------------------------------
                                                                    (iii)
                              (i)                (ii)         Authorized Shares
                           Shares of       Shares of Common       of Common
                         Common Stock       Stock Reserved     Stock Available
Reverse Split Ratio       Outstanding        for Issuance       for Issuance
--------------------------------------------------------------------------------
No Reverse Split          168,953,530         27,670,637         153,375,832
--------------------------------------------------------------------------------
1:4                        42,238,382          6,917,659         300,843,958
--------------------------------------------------------------------------------
1:6                        28,158,921          4,611,772         317,229,305
--------------------------------------------------------------------------------
1:8                        21,119,191          3,458,829         325,421,979
--------------------------------------------------------------------------------
1:10                       16,895,353          2,767,063         330,337,583
--------------------------------------------------------------------------------
1:12                       14,079,460          2,305,886         333,614,652
--------------------------------------------------------------------------------

The issuance in the future of additional  authorized  shares may have the effect
of  diluting  the  earnings  per share and book value per share,  as well as the
stock ownership and voting rights,  of the currently  outstanding  shares of our
common stock. In addition,  the effective  increase in the number of authorized,
but  unissued,  shares  of our  common  stock  may be  construed  as  having  an
anti-takeover  effect.  We could,  subject to the board's  fiduciary  duties and
applicable law, issue such additional  authorized shares to purchasers who might
oppose  a  hostile  takeover  bid or any  efforts  to amend  or  repeal  certain
provisions of our restated certificate of incorporation or bylaws. Such a use of
these additional  authorized shares could render more difficult,  or discourage,
an attempt to acquire control of us through a transaction opposed by the board.

The number of shares of common stock which our board may issue  without  further
approval  from our  stockholders  may also be  increased  as a result of another
amendment to our certificate of incorporation approved by our stockholders.

On March 10, 2004, our  stockholders  also approved an increase in the number of
shares  of  common  stock  which  we  may  issue  from  200,000,000   shares  to
350,000,000.  This  action by our  stockholders  authorizes  our  board,  in its
discretion,  to either amend our  certificate  of  incorporation  to effect this
increase  or to  elect  not to  file  such  an  amendment,  in  which  case  the
stockholder  approval  will have no effect.  As noted above,  an increase in our
authorized  shares may have the effect of diluting  the  earnings  per share and
book value per share, as well as the stock  ownership and voting rights,  of the
currently  outstanding shares of our common stock and may be construed as having
an anti-takeover effect.


<PAGE>

We will be  required  to issue  additional  shares  of our  common  stock if the
registration statement for this offering is not declared effective by the SEC on
or before April 27, 2004.

In connection  with our private  placement,  we executed a  registration  rights
agreement  which obligates us to issue certain  additional  shares of our common
stock in the event that we are  delayed in  effecting  the  registration  of the
shares issuable in the private placement.  We refer to the shares that we may be
required to issue in such event as the  "Additional  Shares".  Our  registration
rights  agreement  provides  that the  maximum  number of shares  that we may be
required  to issue as  Additional  Shares is 12% of the  total  shares of common
stock  then  owned by each  investor  in the  private  placement  or which  each
investor  then has the  right to  acquire.  By  virtue  of the fact that we were
unable to initially file this registration statement until the date set forth on
the first page of this  prospectus,  we have already  become  obligated to issue
2,945,224  Additional  Shares.  If, by April 27, 2004,  the SEC does not declare
effective the registration statement of which this prospectus is a part, we will
be required to issue more Additional  Shares,  up to the limit mentioned  above.
The issuance of Additional  Shares will dilute the ownership  interests of those
stockholders who did not invest in the private placement.

We have  anti-takeover  defenses that could delay or prevent an acquisition  and
could adversely affect the price of our common stock.

      Provisions of our certificate of  incorporation  and bylaws and provisions
of Delaware  law could delay or prevent an  acquisition  or change of control of
GoAmerica  or  otherwise  adversely  affect the price of our common  stock.  For
example,  our certificate of  incorporation  authorizes  undesignated  preferred
stock which our board of  directors  can  designate  and issue  without  further
action  by our  stockholders,  establishes  a  classified  board  of  directors,
eliminates the rights of stockholders to call a special meeting of stockholders,
eliminates the ability of  stockholders to take action by written  consent,  and
requires  stockholders to comply with advance notice requirements before raising
a matter at a  stockholders'  meeting.  As a Delaware  corporation,  we are also
subject to the Delaware  anti-takeover  statute  contained in Section 203 of the
Delaware General Corporation Law.

We do not intend to pay dividends on our common stock.

      We have never paid or declared  any cash  dividends on our common stock or
other  securities  and  intend to retain  any future  earnings  to  finance  the
development and expansion of our business.  We do not anticipate paying any cash
dividends  on  our  common  stock  in  the  foreseeable  future.  Unless  we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.